DEF 14A 1 sceproxy2002.htm SCE 2002 JOINT PROXY STATEMENT

                                    PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                                               EXCHANGE ACT OF 1934 (Amendment No. )

    Filed by the Registrant                                                 X
    Filed by a Party Other than the Registrant                             __

    Check the appropriate box:

    ___    Preliminary Proxy Statement
     X     Definitive Proxy Statement
    ----
    ___    Definitive Additional Materials
    ___    Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                                                SOUTHERN CALIFORNIA EDISON COMPANY
                               -------------------------------------------------------------------------------
                                         (Name of Registrant as Specified in its Charter)

                                                        KENNETH S. STEWART
                          -------------------------------------------------------------------------------
                                            (Name of Person(s) Filing Proxy Statement)

    Payment of Filing Fee (Check the appropriate box):

    ___  $125 per Exchange Act Rules 0-11(c)(1)(ii),  14a-6(i)(l), or 14a-6(j)(2)
    ___  $500 per each party to the controversy pursuant to Exchange Act
         Rule 14a-6(i)(3)
    ___  Fee computed on table below per Exchange Act rules 14a-6(I)(4) and 0-11.

    (1)  Title of each class of securities to which transaction applies:
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    (2)  Aggregate number of securities to which transaction applies:
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    (3)  Per unit price or other underlying value of transaction computed pursuant to
         Exchange Act Rule 0-11:
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    (4)  Proposed maximum aggregate value of transaction:
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    Set forth the amount on which the filing fee is  calculated  and state how it is
    determined.

    ___  Check box if any part of the fee is offset as provided by Exchange  Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously.  Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

          (1)Amount Previously Paid:
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          (2)Form, Schedule or Registration Statement No.:
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          (3)Filing Party:
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         (4   Date Filed:
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                                      JOINT NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

                                                            AND

                                                   JOINT PROXY STATEMENT

                                                      ANNUAL MEETINGS
                                                       May 14, 2002

    EDISON INTERNATIONAL                                                               SOUTHERN CALIFORNIA EDISON COMPANY
    [GRAPHIC OMITTED]                                                                  [GRAPHIC OMITTED]

                                                                                         April 4, 2002

    Dear Shareholder:

             You are invited to attend the Edison International and Southern California Edison Company ("SCE") Annual
    Meetings of Shareholders.  The meetings will be held jointly on Tuesday, May 14, 2002, at the DoubleTree Hotel
    Ontario, 222 N. Vineyard Avenue, Ontario, California, at 10:00 a.m., Pacific Time.

             Your voting instructions are enclosed, and the applicable 2001 Annual Report and Joint Proxy Statement
    are enclosed or are being delivered to you electronically.  The Joint Proxy Statement discusses the matters to be
    considered at the annual meetings.  At the meetings, we will report on the Companies' activities, and
    shareholders of Edison International and SCE will elect Directors who will oversee Company affairs until the next
    annual meetings.

             Whether or not you expect to attend the annual meetings, it is important that your shares be
    represented.  If you hold shares in both Edison International and SCE, you will receive a proxy or voting
    instruction card for each Company.  We are pleased to offer certain shareholders the option to vote shares by
    telephone or the Internet as well as by mail.  Voting by any of these methods, if available, will ensure that you
    are represented at the Annual Meetings even if you are not present.  Please review the instructions on the proxy
    card regarding these options.  If you hold your shares in an account with a broker or other nominee, you will
    receive separate instructions from that nominee which may also allow telephone and Internet voting.

             Your continued interest in the business of Edison International and SCE is appreciated.

                                                        Sincerely,

             /s/ John E. Bryson                                       /s/ Alan J. Fohrer
             John E. Bryson                                           Alan J. Fohrer
             Chairman of the Board, President                         Chairman of the Board
             and Chief Executive Officer                              and Chief Executive Officer
             Edison International                                     Southern California Edison Company
    ----------------------------------------------------------------------------------------------------------------

    EDISON INTERNATIONAL                                                                   SOUTHERN CALIFORNIA EDISON COMPANY
    [GRAPHIC OMITTED]                                                                      [GRAPHIC OMITTED]

                                ===============================================================

                                                 JOINT NOTICE OF ANNUAL MEETINGS
                                                           OF SHAREHOLDERS
                                ===============================================================

    Date:      Tuesday, May 14, 2002

    Time:      10:00 a.m., Pacific Time

    Place:     DoubleTree Hotel Ontario
               222 N. Vineyard Avenue
               Ontario, California 91764

    Matters to be voted upon by Edison International and Southern California Edison Company ("SCE") shareholders:

           o   Election of 11 Directors, respectively - The names of the Director nominees are:

                                John E. Bryson*                     Ronald L. Olson

                                Alan J. Fohrer**                    James M. Rosser

                                Bradford M. Freeman                 Richard T. Schlosberg, III

                                Joan C. Hanley                      Robert H. Smith

                                Bruce Karatz                        Thomas C. Sutton

                                Luis G. Nogales                     Daniel M. Tellep

                               *    John E. Bryson is a Director nominee for the
                                    Edison International Board only.
                               **   Alan J. Fohrer is a Director nominee for the
                                    SCE Board only.

           o   Any other business that may properly come before the meetings.

           Your Board of Directors and Management recommend that you vote "FOR" the nominees for Directors listed in
    the Joint Proxy Statement.

    Record Date:                 Shareholders of record at the close of business on March 15, 2002, and valid
                                 proxyholders for those shareholders, are entitled to vote at the annual meetings.

    Voting Instructions:         To vote by mail, you may complete, sign, date and return the enclosed proxy card in
                                 the envelope provided.  If you hold shares in your own name, or through the Edison
                                 International Dividend Reinvestment and Stock Purchase Plan or the SCE Stock Savings
                                 Plus Plan, you may vote by telephone or via the Internet by following the
                                 instructions on your proxy card.  There is a special number assigned to you on the
                                 proxy card to safeguard your vote.  Voting by telephone and via the Internet is
                                 available 24 hours a day, seven days a week, through midnight, May 13, 2002, except
                                 for Stock Savings Plus Plan shareholders who must vote by 5:00 p.m., Eastern Time,
                                 on May 9, 2002.  If you hold your shares in an account with a broker or other
                                 nominee, you will receive separate instructions from that nominee which may also
                                 allow telephone and Internet voting.

    Electronic Access:           Beginning with this annual meeting, Edison International is electronically
                                 delivering its Proxy Statements and Annual Reports for annual and special
                                 shareholders' meetings to certain employee-shareholders.  If you hold Edison
                                 International shares through the SCE Stock Savings Plus Plan, and you use company
                                 E-mail in the ordinary course of performing your job and are expected to log-on to
                                 E-mail routinely to receive mail and communications, we will deliver these documents
                                 to you electronically for every shareholders' meeting.  This will save Edison
                                 International the cost of producing and mailing these documents.  The Edison
                                 International and SCE Joint Proxy Statement for the annual meetings, and the
                                 respective 2001 Annual Reports are available on Edison International's Internet site
                                 at http://www.edisoninvestor.com.  If these documents are being delivered to you
                                 electronically, you may also request paper copies through the date of the annual
                                 meetings by contacting Edison International, c/o SCE Law Department, Corporate
                                 Governance, 2244 Walnut Grove Avenue, P. O. Box 800, Rosemead, California 91770 or
                                 at 626-302-2662; and after the annual meetings by contacting Edison International,
                                 Investor Relations, 2244 Walnut Grove Avenue, P. O. Box 999, Rosemead, California
                                 91770 or at 626-302-1937.

    Meeting Admission:           The following individuals will be admitted to the meetings:

           o   Shareholders of record on the record date, and their spouses;

           o   Individuals holding written proxies executed by shareholders of record on the record date;

           o   Shareholders who provide a letter or account statement from their broker or other nominee showing that
               they owned stock held in the name of the broker or other nominee on the record date, and their
               spouses; and

           o   Other individuals with the approval of the Edison International or SCE Secretary.

    Shareholders which are companies or other entities are limited to three authorized representatives at the
    meetings.  Cameras, recording devices and other electronic devices will not be permitted at the meetings.

    Dated:  April 4, 2002
                                                              For the Boards of Directors,

                                                              /s/ BEVERLY P. RYDER
                                                              BEVERLY P. RYDER, Vice President
                                                              and Secretary, Edison International,
                                                              Secretary, Southern California Edison Company

                                                       IMPORTANT

             In order to assure a quorum of shareholders at the annual meetings, please complete, sign, date and
    mail the enclosed card promptly; or (if available to you) give your instructions by telephone or the Internet
    as described on the enclosed card.  If you mail the enclosed card, please sign (do not print) your name
    exactly as it appears on the card.  When signing as attorney, executor, administrator, trustee or guardian,
    include your full title.  Please have an authorized officer whose title is indicated sign for corporations,
    charitable institutions and governmental units.  For partnerships, have a partner sign and indicate
    partnership status.

                                                     TABLE OF CONTENTS

    Introduction - Solicitation of Proxies.........................................................................1
    Questions and Answers on Voting, Proxies, and Attendance.......................................................2
    Householding of Proxy Statements and Annual Reports............................................................6
    Electronic Access to Proxy Statements and Annual Reports.......................................................6
    Election of Directors, Nominees for Election...................................................................7
    Board Committees...............................................................................................9
    Board Meetings and Attendance.................................................................................12
    Board Compensation............................................................................................12
    Stock Ownership of Directors and Executive Officers...........................................................14
    Section 16(a) Beneficial Ownership Reporting Compliance.......................................................16
    Stock Ownership of Certain Shareholders.......................................................................17
    Executive Compensation........................................................................................19
         Summary Compensation Table...............................................................................19
         Aggregated Option/SAR Exercises in 2001 and FY-End Option/SAR Values.....................................21
         Long-Term Incentive Plan Awards in Last Fiscal Year......................................................24
         Pension Plan Table.......................................................................................26
         Other Retirement Benefits................................................................................27
         Employment Contracts and Termination of Employment Arrangements..........................................28
    Compensation and Executive Personnel Committees' Report on Executive Compensation.............................29
    Compensation and Executive Personnel Committees' Interlocks and Insider Participation.........................34
    Certain Relationships and Transactions........................................................................34
    Other Management Transactions.................................................................................35
    Certain Legal Proceedings.....................................................................................35
    Five-Year Stock Performance Graph.............................................................................36
    Audit Committees' Report......................................................................................38
    Independent Public Accountant Fees............................................................................39
    Independent Public Accountants for 2002.......................................................................39
    Shareholder Proposals and Nominations for 2003 Annual Meetings................................................39
    Availability of Form 10-K and Other Information...............................................................40
    Other Proposed Matters........................................................................................40
    Appendix A:      Southern California Edison Company Charter for the Audit Committee of the
                     Board of Directors..........................................................................A-1

                                                     EDISON INTERNATIONAL
                                             SOUTHERN CALIFORNIA EDISON COMPANY
                                                  2244 WALNUT GROVE AVENUE
                                                        P. O. BOX 800
                                                 ROSEMEAD, CALIFORNIA 91770

                            ======================================================================

                                                    JOINT PROXY STATEMENT

                            ======================================================================

                                          INTRODUCTION - SOLICITATION OF PROXIES

         This Joint Proxy Statement, proxy forms, voting instructions and the 2001 Annual Reports are being
    distributed together beginning April 4, 2002, to the Edison International and Southern California Edison Company
    shareholders for their annual meetings.  The annual meetings will be held jointly on Tuesday, May 14, 2002, at
    the DoubleTree Hotel Ontario, 222 N. Vineyard Avenue, Ontario, California, at 10:00 a.m., Pacific Time.  The
    Edison International and Southern California Edison Company Boards of Directors are soliciting proxies from you
    for use at their annual meetings, or at any adjournment or postponement of the meetings.  Proxies allow properly
    designated individuals to vote on your behalf at an annual meeting.  This Proxy Statement discusses the matters
    to be voted on at the annual meetings.

         In this Proxy Statement:

         o   "Annual meeting" means the Edison International annual meeting of shareholders and the Southern
             California Edison Company annual meeting of shareholders, which are being held jointly.

         o   "SCE" means Southern California Edison Company.

         o   "DRP" means the Edison International shareholder plan known as the Dividend Reinvestment and Stock
             Purchase Plan.

         o   "SSPP" means the SCE employee benefit plan known as the Stock Savings Plus Plan through which
             participants may hold Edison International shares.

         o   Holding shares in "street name" means your shares are held in an account through your broker, bank,
             fiduciary, custodian or other nominee, and you are considered the beneficial owner of those shares.
             Your name does not appear on the Companies' records as a shareholder.

         o   Holding shares as a "registered" shareholder or "of record" means your shares are registered in your own
             name directly with the Companies rather than in street name, and that stock certificates are issued in
             your own name.  Shares held in your DRP plan account are also included.

    Page 1

                                 QUESTIONS AND ANSWERS ON VOTING, PROXIES, AND ATTENDANCE

    Q:   What am I voting on?

    A:   You are voting on the election of 11 Directors for Edison International and for SCE, respectively, and any
         other matters properly brought before the meetings.  The election of Directors is Item 1 on the proxy card.

    Q.   Who can vote?

    A.   All registered shareholders at the close of business on March 15, 2002, are entitled to vote at the
         meeting.  Holders of Edison International's Common Stock are entitled to one vote per share on each item of
         Edison International business.  On each item of SCE business, holders of SCE Cumulative Preferred Stock are
         entitled to six votes per share; holders of SCE $100 Cumulative Preferred Stock are entitled to two votes
         per share; and holders of SCE Common Stock are entitled to one vote per share.  Shareholders who hold shares
         that are not registered in their own name may only vote their shares by giving voting instructions to the
         registered shareholders.  Shares held by participants in the SSPP are registered in the name of the plan
         trustee and will be voted in its capacity as the stock fund investment manager.  Fractional shares, such as
         those held in the SSPP and in the DRP, may not be voted.  All shares of SCE Common and Preferred Stocks vote
         together as one class.

    Q:   Who can attend the meeting?

    A:   All shareholders on the record date, or their duly appointed proxies, may attend the meeting.  Shareholders'
         spouses are also welcome.  Seating, however, is limited.  All shareholders will be required to pass through
         a security inspection area, and they must check in at the registration desk at the meeting.  The
         registration desk will open at 8:00 a.m., Pacific Time.  If you are a registered or SSPP shareholder, an
         admission pass is included with these materials, and you will present your pass at the registration desk for
         admission.  If you do not have an admission pass and you are a registered shareholder, we will be able to
         verify your share ownership from the share register upon presentation of proper identification.  If your
         shares are not registered in your name, you will need to bring a letter or an account statement from your
         broker, plan trustee or other nominee reflecting your stock ownership as of the record date and to provide
         proper identification.  A shareholder which is a corporation, partnership, association or other entity is
         limited to three authorized representatives at the annual meeting.  Cameras, recording devices and other
         electronic devices will not be permitted at the meeting.

    Q:   How do I vote?

    A:   If you are a registered or SSPP shareholder, you may choose one of the following ways to cast your vote:

             o    By mail:          Complete, date, sign and mail the proxy/voting instruction card in the enclosed
                                    postage prepaid envelope.

             o    By telephone:     Call 1-877-779-8683 toll free from the U.S. and Canada.
                                    Call 201-536-8073 from outside the U.S. and Canada.

    Page 2

             o    Via the Internet:             Access the Edison International World Wide Web site
                                                http://www.eproxyvote.com/eix
                                                Access the SCE World Wide Web site http://www.eproxyvote.com/sce

         Registered shareholders have a fourth option to cast their vote:

             o    By ballot at the meeting:     Attend the annual meeting and complete a written ballot distributed
                                                at the meeting.

         If you vote by telephone or via the Internet, follow the instructions on the enclosed card.  You will be
         asked to enter the specially assigned control number on your proxy card.  Additionally, if you vote by
         telephone, you will receive recorded instructions, and if you vote via the Internet, an electronic proxy
         card.  Voting by telephone and via the Internet is available 24 hours a day, seven days a week, through
         midnight, May 13, 2002, except for SSPP shareholders who must vote by 5:00 p.m., Eastern Time, on May 9,
         2002.

         By voting by mail, telephone or the Internet, you will authorize the individuals named on the proxy card,
         referred to as the proxies, or the SSPP trustee in its capacity as stock fund investment manager, to vote
         your shares according to your instructions.  You are also authorizing those persons to vote your shares on
         any other matter properly presented at the meeting.

         If you hold shares in street name, you will provide voting instructions as follows:

             o    By mail:                               On cards received from your broker or other nominee.

             o    By telephone or via the Internet:      If offered by your broker or other nominee.

             o    By ballot at the meeting:              If you request a legal proxy from your broker or other
                                                         nominee and deliver the proxy to the inspector of election
                                                         before or at the meeting.

         Under California law, you may transmit a proxy by telephone or via the Internet if authorized by you or your
         attorney in fact.  SHAREHOLDERS WHO VOTE BY TELEPHONE OR OVER THE INTERNET SHOULD NOT MAIL THE PROXY CARD.

    Q:   What happens if I return my proxy or vote by mail, telephone or the Internet, but I do not indicate my
         voting preference?

    A:   If you return your proxy or vote by mail and do not indicate how you wish to vote for the nominees for
         Director, the proxies and SSPP trustee will vote FOR election of all the nominees for Director (Item 1).  If
         you enter your control number by telephone or on the Internet and do not indicate how you wish to vote for
         the nominees for Director, your shares will not be voted on the election.

    Q:   What happens if I do not return my proxy or provide voting instructions?

    A:   If you are a registered shareholder and you do not deliver voting instructions to a designated proxy or cast
         a ballot at the annual meeting, your shares will not be voted.  If you are an SSPP shareholder and you do
         not deliver voting instructions to the trustee, the trustee as stock fund investment manager

    Page 3

         may vote your shares as it chooses.  If you hold your shares in street name and you do not instruct your broker
         or other nominee how to vote your shares, the broker or other nominee may be authorized to vote your shares
         as it chooses on the matters to be considered at the meeting.  If your broker lacks this discretionary
         authority to vote on an item and properly indicates this to us, your shares will not be voted on that item
         and we call this a "broker nonvote" on that item.

    Q:   What if I vote and then change my mind?

    A:   If you are a registered shareholder, you can revoke your proxy by:

             o    Writing to the Edison International or SCE Secretary;

             o    Voting again via mail, telephone or the Internet; or

             o    Voting in person at the annual meeting.

         Your last vote will be the vote that is counted.

         If you are an SSPP shareholder, you can revoke your voting instructions by voting again via mail, telephone
         or the Internet by 5:00 p.m., Eastern Time, on May 9, 2002.

         If you hold shares in street name, you should contact your broker or other nominee before the annual meeting
         to determine whether you can change your voting instructions.

    Q:   How many votes do you need to hold the meeting?

    A:   As of the record date, March 15, 2002, Edison International had 325,793,174 shares of Edison International
         Common Stock outstanding and entitled to vote.  SCE had 5,150,198 shares of Cumulative Preferred Stock,
         2,557,000 shares of $100 Cumulative Preferred Stock, and 434,888,104 shares of SCE Common Stock outstanding
         and entitled to vote.

         The holders of the Edison International Common Stock have the right to cast a total of 325,793,174 votes.
         The holders of the SCE Cumulative Preferred Stock have the right to cast a total of 30,901,188 votes, the
         holders of the SCE $100 Cumulative Preferred Stock have the right to cast a total of 5,114,000 votes, and
         the holder of the SCE Common Stock, Edison International, has the right to cast a total of 434,888,104
         votes.  Voting together as a class, the SCE shareholders have the right to cast a total of 470,903,292 votes.

         A quorum is required to transact business at the annual meeting.  The presence at the annual meeting, in
         person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders
         are entitled to cast constitutes a quorum.  If you properly return your proxy by mail, by telephone or via
         the Internet, you will be considered part of the quorum, even if you abstain from voting or withhold votes,
         and the proxies will vote your shares as you have indicated.  If a broker or other nominee holding your
         shares in street name votes your shares or returns a properly executed proxy representing your shares, your
         shares will be considered as present and part of the quorum, even if your broker or other nominee does not
         indicate a voting preference, or otherwise abstains or withholds votes, on any or all matters.

    Page 4

    Q:   What vote is required to adopt the proposal at the meeting?

    A:   On Item 1, the Election of Directors, the 11 nominees receiving the highest number of affirmative or "for"
         votes will be elected as Directors of Edison International and SCE, respectively.  Votes withheld for any of
         the nominees, abstentions or broker nonvotes will have the effect of reducing the number of affirmative
         votes a candidate might otherwise have received.

    Q:   Who will count the votes?

    A:   EquiServe Trust Company, N.A., will tabulate the votes and act as the inspector of election.  To protect the
         confidentiality of votes cast under the SSPP, Edison International will not have access to any of the SSPP
         shareholders' voting instructions, and SSPP voting results will only be reported in the aggregate.

    Q:   What shares are included on the proxy card?

    A:   If you hold shares in both Edison International and SCE, you will receive a card for each Company.  The
         shares listed on your card(s) represent all the shares of common stock and preferred stock registered in
         your name (as distinguished from those held in street name), all whole shares held in the DRP, and all whole
         shares held in the SSPP.  You will receive separate cards from your broker or other nominee if you hold
         shares in street name.

    Q:   What does it mean if I get more than one proxy card?

    A:   It indicates that your shares are held in more than one account, such as two brokerage accounts, and
         registered in different names.  You should vote each of the proxy cards to ensure that all of your shares
         are voted.

    Q:   How much did this proxy solicitation cost?

    A:   Edison International and SCE have retained Georgeson Shareholder to solicit proxies from shareholders at an
         estimated fee of $10,000 plus expenses.  (This fee does not include the costs of printing and mailing the
         proxy materials.)  Edison International and SCE will pay all proxy solicitation costs.  Some of the
         directors, officers and other employees of Edison International and/or SCE also may solicit proxies
         personally, by mail, by telephone or by other electronic means for no additional compensation, except for
         customary overtime pay.  Edison International and SCE will also reimburse brokers and other nominees for
         their reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of their
         stocks and obtaining voting instructions.

    Q:   Whom can I call with any questions?

    A:   You may call Wells Fargo Bank at 800-347-8625 or visit their World Wide Web site at
         http://www.wellsfargo.com/comshareowner_services

    Q:   How do the Boards recommend I vote?

    A:   The Edison International and SCE Boards recommend the election of their nominees for Directors listed in
         this Proxy Statement.

    Page 5

                                    HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTS

         If you are a registered shareholder and share an address with other registered shareholders, you may be
    receiving multiple copies of the applicable Annual Report to Shareholders and Proxy Statement.  You can save the
    Companies money if you direct us to discontinue mailing all future multiple annual reports, proxy statements,
    proxy statements combined with a prospectus, and information statements by marking the appropriate box on the
    enclosed proxy card, or by following the instructions provided when you vote by telephone or over the Internet.
    The Companies intend to deliver only one respective annual report, one proxy statement, one proxy statement
    combined with a prospectus, and one information statement to multiple registered shareholders sharing an address
    if such multiple shareholders have given their consent and the Companies have not received contrary instructions
    from one or more of such shareholders.  This practice is commonly referred to as "householding."  The Companies
    do not plan to electronically household documents.  Your consent to householding is perpetual, meaning it will
    remain in effect until revoked.  Eliminating duplicate mailings will not affect your receipt of future proxy
    cards.  To resume the mailing of individual copies of future annual reports, proxy statements, proxy statements
    combined with a prospectus, and information statements to a particular account, you may contact Wells Fargo Bank,
    N.A., Attn:  Householding, P. O. Box 64854, St. Paul, Minnesota 55164-0854, or at 800-347-8625, and your request
    will be effective within thirty days after receipt.  Additionally, the Companies have been notified that certain
    brokers and other nominees will household the Companies' annual reports and proxy statements for shareholders who
    hold in street name and have consented to householding.  In this case, you may request an individual copy of this
    Joint Proxy Statement and/or the applicable 2001 Annual Report by contacting your broker or other nominee.

                                 ELECTRONIC ACCESS TO PROXY STATEMENTS AND ANNUAL REPORTS

         This Joint Proxy Statement and the Edison International and SCE 2001 Annual Reports are available on Edison
    International's Internet site at http://www.edisoninvestor.com.  Most shareholders can view future shareholder
    communications including proxy statements and annual reports over the Internet instead of receiving paper copies
    in the mail and save the Companies the cost of producing and mailing these documents.

         If you are an SSPP shareholder, and you use company E-mail in the ordinary course of performing your job and
    are expected to log-on to E-mail routinely to receive mail and communications, Edison International intends to
    deliver proxy statements and annual reports to you electronically for every shareholders' meeting.  You may also
    request paper copies through the date of the annual meetings by contacting Edison International, c/o SCE Law
    Department, Corporate Governance, 2244 Walnut Grove Avenue, P. O. Box 800, Rosemead, California 91770 or at
    626-302-2662; and after the annual meetings by contacting Edison International, Investor Relations, 2244 Walnut
    Grove Avenue, P. O. Box 999, Rosemead, California 91770 or at 626-302-1937.

         If you are a registered shareholder and/or SSPP shareholder who does not have a company-assigned E-mail
    address, you can choose this option by checking the appropriate box on your proxy card or by following the
    instructions provided if you vote by telephone or over the Internet.  In order to receive shareholder
    communications electronically, you must have an E-mail account, access to the Internet through an Internet
    service provider, and a Web browser that supports secure connections.  Acceptance of electronic delivery of these
    documents will remain in effect until withdrawn.  Your consent to electronic delivery can be withdrawn at any
    time by contacting Wells Fargo Bank, N.A., P. O. Box 64856, St. Paul, Minnesota 55164-0856 or at 800-347-8625.
    You may also request paper copies

    Page 6

    of the proxy materials from the date you receive this Proxy Statement through the date of the applicable annual
    meetings by contacting Edison International or SCE, as the case may be, c/o SCE Law Department, Corporate
    Governance, 2244 Walnut Grove Avenue, P. O. Box 800, Rosemead, California 91770 or at 626-302-2662; and after the
    annual meetings by contacting Edison International, Investor Relations, 2244 Walnut Grove Avenue, P. O. Box 999,
    Rosemead, California 91770 or at 626-302-1937.

         If you are a registered shareholder and/or SSPP shareholder who does not have a company-assigned E-mail
    address and choose to view future proxy statements and annual reports over the Internet, you will receive notice
    each year containing the Internet address of those materials.

         If you hold shares in street name, check the information provided by the nominee holding your shares for
    instructions on how to elect to view future proxy statements and annual reports over the Internet.  Your broker
    or other nominee will receive notice containing the Internet address to use to access Edison International's and
    SCE's Proxy Statement and Annual Reports.

         For all shareholders, although there are no costs for this service, there may be costs associated with
    electronic access, such as usage charges from Internet access providers and telephone companies for which you
    will be responsible.

                                                   ELECTION OF DIRECTORS
                                                   Item 1 on Proxy Card

                                                   NOMINEES FOR ELECTION

         Eleven Directors will be elected to the Edison International and SCE Boards, respectively, to hold office
    until the next annual meeting.  Should any of the nominees become unavailable to stand for election as a
    Director, the proxies will have the authority to vote for substitute nominees as they choose.

         The nominees for Directors of Edison International and SCE are the same, except for Mr. Bryson who is a
    nominee for the Edison International Board only, and Mr. Fohrer who is a nominee for the SCE Board only.  Three
    current Directors, Warren Christopher, Carl F. Huntsinger, and Charles D. Miller, are retiring from both Boards.
    Messrs. Freeman, Karatz and Schlosberg are being nominated to serve as Directors for the first time for both
    Boards.  A brief biography of each nominee is presented below.

    JOHN E. BRYSON*
    Chairman of the Board, President and Chief Executive Officer of Edison International and Chairman of the Board of
    Edison Mission Energy (an electric power generation nonutility subsidiary of Edison International) (since 2000);
    Chairman of the Board and Chief Executive Officer of Edison International and SCE (1990-1999)
    Mr. Bryson has been a Director of Edison International since 1990.  He is a Director of The Walt Disney Company,
    The Boeing Company, and Pacific American Income Shares, Inc. & Western Asset Funds, Inc. Mr. Bryson is a graduate
    of Stanford University and Yale Law School.  Age 58.

    *    John E. Bryson is a nominee for Director of Edison International only.

    Page 7

    ALAN J. FOHRER**
    Chairman of the Board and Chief Executive Officer of SCE (since 2002); President and Chief Executive Officer of
    Edison Mission Energy (2000-2001); Chairman of the Board of Edison Mission Energy (1999); Executive Vice
    President and Chief Financial Officer of Edison International (1996-2000)
    Mr. Fohrer has been a Director of SCE since January 1, 2002.  Mr. Fohrer holds two degrees in civil engineering
    from the University of Southern California, and received his MBA degree from California State University, Los
    Angeles.  Age 51.

    BRADFORD M. FREEMAN
    Founding Partner, Freeman Spogli & Co. (private investment company) (since 1983)
    Mr. Freeman is being nominated for the first time as a Director of Edison International and SCE.  He is a
    Director of RDO Equipment Co.  Mr. Freeman is a graduate of Stanford University, and holds an MBA degree from
    Harvard Business School.  Age 60.

    JOAN C. HANLEY
    The Former General Partner and Manager of Miramonte Vineyards (1973-1998)
    Mrs. Hanley has been a Director of SCE since 1980 and a Director of Edison International since 1988.  She is a
    Director of the Harbor-UCLA Research and Education Institute, Chairman of the Harbor-UCLA Collegium, and a
    Trustee of Pomona College.  Mrs. Hanley is a graduate of the University of Washington.  Age 69.

    BRUCE KARATZ
    Chairman, President and Chief Executive Officer of KB Home (homebuilding) (since 1993)
    Mr. Karatz is being nominated for the first time as a Director of Edison International and SCE.  He is a Director
    of Avery Dennison Corporation, Honeywell International, Inc., The Kroger Company, and National Golf Properties,
    Inc.  Mr. Karatz is a graduate of The Blake School and Boston University, and holds a Law degree from the
    University of Southern California.  Age 56.

    LUIS G. NOGALES
    Managing Partner of Nogales Investors (a private equity investment company) (since 2001); President of Nogales
    Partners (a private equity investment company) (1990-2001)
    Mr. Nogales has been a Director of Edison International and SCE since 1993.  He is a Director of Arbitron Inc.
    and KB Home.  Mr. Nogales is a graduate of San Diego State University and Stanford Law School.  Age 58.

    RONALD L. OLSON
    Partner of the law firm of Munger, Tolles and Olson (since 1970)
    Mr. Olson has been a Director of Edison International and SCE since 1995.  He is a Director of Berkshire
    Hathaway, Inc., Pacific American Income Shares, Inc. & Western Asset Funds, Inc., and City National Corporation.
    Mr. Olson is a graduate of Drake University and University of Michigan Law School and holds a Diploma in Law from
    Oxford University.  Age 60.

    **   Alan J. Fohrer is a nominee for Director of SCE only.

    Page 8

    JAMES M. ROSSER
    President of California State University, Los Angeles (since 1979)
    Dr. Rosser has been a Director of SCE since 1985 and a Director of Edison International since 1988.  He is a
    Director of United California Bank.  Dr. Rosser holds three degrees from Southern Illinois University.  Age 63.

    RICHARD T. SCHLOSBERG, III
    President and Chief Executive Officer of The David and Lucile Packard Foundation (private family foundation)
    (since 1999); Publisher and Chief Executive Officer, Los Angeles Times (newspaper) (1994-1997); Executive Vice
    President and Director, The Times Mirror Company (media communications) (1994-1997)
    Mr. Schlosberg is being nominated for the first time as a Director of Edison International and SCE.
    Mr. Schlosberg is a graduate of the United States Air Force Academy, and holds an MBA degree from Harvard Business
    School.  Age 58.

    ROBERT H. SMITH
    Managing Director of Smith & Crowley, Inc. (merchant banking) (since 1992)
    Mr. Smith has been a Director of SCE since 1987 and a Director of Edison International since 1988.  He is a
    Director of Tarpanwear International, Inc., and a Trustee of the University of Southern California and Santa
    Clara University.  Mr. Smith is a graduate of the University of Southern California and holds a Law degree from
    Van Norman University.  Age 66.

    THOMAS C. SUTTON
    Chairman of the Board and Chief Executive Officer of Pacific Life Insurance Company (since 1990)
    Mr. Sutton has been a Director of Edison International and SCE since 1995.  He is a Director of Newhall Land &
    Farming Company and The Irvine Company.  Mr. Sutton is a graduate of the University of Toronto.  Age 59.

    DANIEL M. TELLEP
    Retired Chairman of the Board of Lockheed Martin Corporation (aerospace industry) (1996)
    Mr. Tellep has been a Director of Edison International and SCE since 1992.  Mr. Tellep holds two degrees from the
    University of California at Berkeley and has completed studies at Harvard University.  Age 70.

                                                     BOARD COMMITTEES

         The Edison International and SCE Board Committees are the Audit Committee, Compensation and Executive
    Personnel Committee, Executive Committee, Finance Committee and Nominating Committee. The composition of each
    Committee is the same for Edison International and SCE, except for the Executive Committee.  Each Committee held
    the same number of meetings in 2001, unless otherwise indicated in the table below.  This table describes the
    Boards' Committees.

    Page 9

                                                                                                                 NUMBER OF
                COMMITTEE NAME                                                                                    MEETINGS
              AND CURRENT MEMBERS                                 COMMITTEE FUNCTIONS                             IN 2001
              -------------------                                 -------------------                             -------

    Audit                                    o    Meets regularly with management, the independent public            6
         Daniel M. Tellep, Chair                  accountants, and the internal auditors to make
         Carl F. Huntsinger                       inquiries regarding the manner in which the
         Charles D. Miller                        responsibilities of each are being discharged.
         Robert H. Smith
         Thomas C. Sutton                    o    Recommends to the Boards the annual appointment of the
                                                  independent public accountants, Committee charter
                                                  revisions, and the inclusion of the year-end audited
                                                  financial statements in the Annual Report on Form 10-K.

                                             o    Reviews with the independent public accountants the
                                                  scope of audit and other engagements and the related
                                                  fees, their independence, the adequacy of internal
                                                  accounting controls, and the year-end audited financial
                                                  statements.

                                             o    Reviews with management the audit plans and year-end
                                                  audited financial statements.

                                             o    Reviews information provided on legal proceedings,
                                                  environmental compliance, health and safety compliance,
                                                  information technology security, legal compliance,
                                                  business ethics monitoring and internal auditing
                                                  programs.

    Compensation and                         o    Reviews the performance and sets the compensation of               4
    Executive Personnel                           the Executive Officers.
         Robert H. Smith, Chair
         Charles D. Miller                   o    Approves the design of executive compensation programs.
         Luis G. Nogales
         James M. Rosser                     o    May elect designated officers and determine their
         Thomas C. Sutton                         compensation.

                                             o    Participates in executive succession planning and
                                                  management development.

                                             o    Has additional duties described in the "Compensation
                                                  and Executive Personnel Committees' Report on Executive
                                                  Compensation" below.

    Page 10

    Executive                                o    Has all the authority of the Boards between meetings
         Edison International                     except to the extent limited by the California General           Edison

         Warren Christopher, Chair                Corporation Law.                                             International:
         John E. Bryson                                                                                              4
         Carl F. Huntsinger
         Ronald L. Olson
         James M. Rosser
         SCE
         ---
         Warren Christopher, Chair                                                                                  SCE:
         Alan J. Fohrer                                                                                              2
         Carl F. Huntsinger
         Ronald L. Olson
         James M. Rosser

    Finance                                  o    Regularly reviews the financial structure of their                 3
         Luis G. Nogales, Chair                   respective company.
         Joan C. Hanley
         Ronald L. Olson                     o    The Edison International Finance Committee reviews the
         James M. Rosser                          financial planning process and investment outlook for
         Thomas C. Sutton                         Edison International and its nonutility subsidiaries,
         Daniel M. Tellep                         and approves certain committed investments.

                                             o    The SCE Finance Committee reviews the five-year capital
                                                  expenditure outlook, financing plans, total revenue
                                                  requirements, and earnings trends of SCE as well as
                                                  approving certain capital projects.

    Nominating                               o    Periodically consults with management, reviews                     1
         Joan C. Hanley, Chair                    shareholder suggestions of Director candidates, and
         Warren Christopher                       makes recommendations regarding Board composition and
         Carl F. Huntsinger                       selection of candidates for election.
         Charles D. Miller
         Ronald L. Olson

         For consideration by the Nominating Committees, shareholder suggestions for Director candidates should be
    submitted in writing to the Secretary of Edison International and/or SCE.  The deadlines and additional
    procedures for shareholder nominations are in "Shareholder Proposals and Nominations for 2003 Annual Meetings"
    below.

    Page 11

                                               BOARD MEETINGS AND ATTENDANCE

         During 2001, the Edison International Board and the SCE Board each met 15 times.

         During 2001, all current Directors attended 75% or more of all Edison International and SCE Board and
    applicable Committees' meetings he or she was eligible to attend.

                                                    BOARD COMPENSATION

         Directors who are employees of Edison International or SCE are not paid additional compensation for serving
    as Directors.  Non-employee Directors are compensated as described below.

    Fees

         During 2001, each non-employee Director was paid as follows:

         o   an annual Board retainer of $25,000,

         o   an annual retainer of $3,000 to Board Committee chairpersons,

         o   an annual Executive Committee retainer of $2,000 to Executive Committee members,

         o   $1,500 for each Board meeting attended,

         o   $1,000 for each Board Committee meeting attended, and

         o   $1,500 for any other business meetings attended as a Director.

         Non-employee Directors serve on both the Edison International Board and the SCE Board and the same
    Committees of each Board.  Non-employee Directors receive only one retainer and, if the meetings of the Boards or
    the same Committees of each Company are held concurrently or consecutively, they receive only one meeting fee.
    It is the usual practice of Edison International and SCE that meetings of the Edison International and SCE Boards
    are held together or consecutively and a single meeting fee is paid to each non-employee Director for each set of
    meetings.  Edison International and SCE Committee meetings are similarly managed.  Directors are reimbursed for
    out-of-pocket expenses they incur serving as Directors.

         Due to an illness, Dr. Edward Zapanta resigned as a Director from the Edison International and SCE Boards,
    effective October 31, 2001.  He was paid an additional $12,500 equal to the remaining annual Board retainer had
    he been able to complete his term.

    Equity Compensation Plan

         Under terms of the Edison International Equity Compensation Plan, each non-employee Director of Edison
    International and SCE is automatically granted upon election or reelection to the Boards:

    Page 12

         o   500 shares of Edison International Common Stock, and

         o   300 deferred stock units.

         Directors serving on both Boards receive only one award of stock and deferred stock units per year.  The
    deferred stock units are credited to the Director's deferred compensation plan account.  Each stock unit
    represents the value of one share of Edison International Common Stock.  Stock units accrue dividend equivalents,
    if and when dividends are paid on the Edison International Common Stock, that are converted to additional stock
    units under the plan.  The stock units cannot be voted or sold.  The deferred stock units will be distributed in
    cash in a lump sum upon the Director's retirement from the Boards unless the Director's request to receive
    distribution in the form of installments over 5, 10, or 15 years was previously approved.  Resignation prior to
    retirement will result in a lump sum payment.

    Deferred Compensation Plans

         1985 Deferred Compensation Plan

         SCE non-employee Directors were permitted to defer compensation earned from October 1, 1985, through
    December 31, 1989, under the terms of the SCE 1985 Deferred Compensation Plan for Directors. These amounts are
    deferred until the participant ceases to be a Director, dies or attains a predetermined age of at least 65, but
    not greater than 72.  The account may be paid in installments of 10 or 15 equal annual installments or 120 or 180
    equal monthly installments.  If a participant dies before payments have begun, his or her beneficiary will
    receive the account payments over the term elected by the participant.  In addition, the beneficiary will receive
    annual payments equal to 75% of the participant's total deferred commitment for ten years.  If a participant dies
    after payments have begun, the remainder of his or her account will continue to be paid to the beneficiary.
    Following the completion of these payments, if the beneficiary is the surviving spouse, the person will be
    entitled to a five-year certain life annuity equal to 50% of the payments the participant had been receiving.  If
    the beneficiary is someone other than a spouse, the payments will be made for five years only.  All amounts
    payable under this plan are treated as obligations of SCE.

         Director Deferred Compensation Plan

         Non-employee Directors of Edison International and SCE are eligible to defer up to 100% of their Board
    compensation, including any retainers, and any meeting fees under the Edison International Director Deferred
    Compensation Plan.  A grantor trust has been adopted to fund the deferred compensation liability.  Amounts may be
    deferred until a specified year, retirement, death or discontinuance of service as a Director.  Compensation
    deferred until a specified year is paid as a single lump sum.  Compensation deferred until retirement or death
    may be paid as a single lump sum, in monthly installments of 60, 120, or 180 months, or in a combination of a
    partial lump sum and installments.  Deferred compensation is paid as a single lump sum or in three annual
    installments upon any other discontinuance of service as a Director.  All amounts payable under this plan are
    treated as obligations of Edison International.

         Preferential interest (interest considered under the Securities and Exchange Commission rules to be at
    above-market rates) was credited during 2001 to the plan accounts of the following Directors under the 1985
    Deferred Compensation Plan and the Director Deferred Compensation Plan:

    Page 13

                                                                      Preferential Interest
                                                                      ---------------------
                                                                  1985 Plan          Director DCP
                                                                  ---------          ------------
                                                                     ($)                 ($)
                               Warren Christopher                    4,600                   0
                               Joan C. Hanley                       99,159                   0
                               Carl F. Huntsinger                   99,159              12,549
                               Ronald L. Olson                           0               5,162
                               James M. Rosser                      99,159              12,670
                               Robert H. Smith                           0               6,176
                               Thomas C. Sutton                          0               3,873
                               Edward Zapanta                       99,159                 571

         Mr. Christopher was re-elected as a Director of Edison International and SCE in 1997 following distinguished
    service as U. S. Secretary of State.  Retirement and deferred compensation benefit payments attributable to his
    prior service as a Director will continue to be paid.  Any additional benefits accruing during his current term
    as a Director will be payable to Mr. Christopher in accordance with the terms of the plans in effect at the time
    of his subsequent retirement.

                                    STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

         The following table shows the number of equity securities of Edison International, SCE and any of their
    subsidiaries beneficially owned as of February 28, 2002, except as otherwise noted, by the respective Directors
    and Executive Officers of Edison International and SCE.  The table includes shares that can be acquired through
    April 29, 2002, through the exercise of stock options and the payment of Retention Incentive deferred stock
    units.  Unless otherwise noted, each individual has sole voting and investment power.

                                                                               Amount and Nature of Beneficial Ownership
                                                                               -----------------------------------------
                                                                      Deferred                                Total Shares    Percent
    Name of                       Title of                              Stock                      SSPP       Beneficially      of
    Beneficial Owner              Class of Stock                      Units(1)(2    Options(2)   Shares(3)      Owned(4)       Class
    ----------------              --------------                      ----------    ----------   ---------      --------       -----

    John E. Bryson(5)             Edison International Common Stock      61,890      830,051      18,260        975,521(7)      *
    Warren Christopher            Edison International Common Stock                                               3,685(8)      *
    Theodore F. Craver, Jr.(5)    Edison International Common Stock      23,088      107,051                    137,229(9)      *
    Bryant C. Danner(5)           Edison International Common Stock      23,010      280,626       4,210        316,273(10)     *
    John R. Fielder(5)            Edison International Common Stock      10,743      129,101      14,430        158,358         *
    Alan J. Fohrer(5)             Edison International Common Stock      26,541      261,526      28,308        320,961         *
    Robert G. Foster              Edison International Common Stock      14,782      113,875       4,760        134,086         *
    Stephen E. Frank(6)           Edison International Common Stock      25,323      404,100       6,620        442,880         *
    Bradford M. Freeman           Edison International Common Stock                                              50,000         *
    Joan C. Hanley                Edison International Common Stock                                               9,594(8)      *
    Carl F. Huntsinger            Edison International Common Stock                                              14,537(11)     *
    Bruce Karatz                  Edison International Common Stock                                               3,300(12)     *
    Charles D. Miller             Edison International Common Stock                                              20,586(13)     *
    Luis G. Nogales               Edison International Common Stock                                               4,025         *
    Ronald L. Olson               Edison International Common Stock                                              29,494(14)     *
    Stephen E. Pickett(5)         Edison International Common Stock      11,199       62,775       3,424         77,914         *
    Harold B. Ray                 Edison International Common Stock      18,170      139,051       1,603        159,789(15)     *

    Page 14

                                                                               Amount and Nature of Beneficial Ownership
                                                                               -----------------------------------------
                                                                      Deferred                                Total Shares    Percent
    Name of                       Title of                              Stock                      SSPP       Beneficially      of
    Beneficial Owner              Class of Stock                      Units(1)(2    Options(2)   Shares(3)      Owned(4)       Class
    ----------------              --------------                      ----------    ----------   ---------      --------       -----

    James M. Rosser               Edison International Common Stock                                               8,600(16)     *
    Richard T. Schlosberg, III    Edison International Common Stock                                               1,000(12)     *
    Robert H. Smith               Edison International Common Stock                                              19,623(17)     *
    Thomas C. Sutton              Edison International Common Stock                                              30,717(8)      *
    Daniel M. Tellep              Edison International Common Stock                                              17,634(8)      *
    ------------------------------------------------------------------------------------------------------------------------------
    All Directors and Executive Officers
    of Edison International as a group (24 individuals)
                                  Edison International Common Stock     252,367    2,518,306      85,171      3,167,064(18)     *
    ------------------------------------------------------------------------------------------------------------------------------
    All Directors and Executive Officers
    of SCE as a group (26 individuals)
                             Edison International Common Stock          156,622    1,489,597      88,003      1,953,143(19)     *
    ==============================================================================================================================
    *        Represents 1% or less of the class.

    (1)   The Retention Incentive deferred stock units are described in footnote (2) to the table below entitled
          "Long-Term Incentive Plan Awards in Last Fiscal Year."

    (2)   Includes shares which can be acquired or will be paid on an accelerated basis due to retirement, death,
          disability and/or termination of employment.

    (3)   SSPP shares for which instructions are not received from any plan participant may be voted by the Edison
          International stock fund investment manager as it chooses.

    (4)   Includes amounts listed in the first three columns.

    (5)   Mr. Bryson is a Director and Executive Officer of Edison International only.  Messrs. Danner and Craver are
          Executive Officers of Edison International only.  Messrs. Fielder and Pickett are Executive Officers of SCE
          only.  Mr. Fohrer is a Director of SCE only, but an Executive Officer of both Edison International and SCE.

    (6)   Mr. Frank retired as a Director and Executive Officer of Edison International and SCE effective January 1,
          2002.

    (7)   Includes 14,000 shares held as co-trustee of trust with shared voting and investment power, 6,000 shares
          held as trustee of trust with shared voting and sole investment power, 45,120 shares held as co-trustee and
          co-beneficiary of trust with shared voting and investment power, and 200 shares held by spouse with shared
          voting and investment power.

    (8)   Held as co-trustee and co-beneficiary of trust with shared voting and investment power.

    (9)   Includes 6,000 shares held as co-trustee and co-beneficiary of trust with shared voting and investment
          power.

    (10)  Includes 8,427 shares held with spouse as joint tenants with shared voting and investment power.

    (11)  Includes 9,537 shares held as trustee and co-beneficiary with shared voting and sole investment power, and
          5,000 shares held by spouse with shared voting and investment power.

    Page 15

    (12)  Shares are beneficially owned as of March 1, 2002.

    (13)  Includes 17,586 held as co-trustee and co-beneficiary of trust with shared voting and investment power, and
          3,000 shares held in a foundation with shared voting and investment power which are not deemed beneficially
          owned under Section 16 of the Securities Exchange Act of 1934.

    (14)  Includes 4,494 shares held as co-trustee and co-beneficiary of trust with shared voting and investment
          power, 10,000 shares held in a 401(k) plan with shared voting and sole investment power, and 15,000 shares
          held in a foundation with shared voting and investment power which are not deemed beneficially owned under
          Section 16 of the Securities Exchange Act.

    (15)  Includes 965 shares held as co-trustee and co-beneficiary of trust with shared voting and investment power.

    (16)  Held as co-trustee and co-beneficiary with shared voting and sole investment power.

    (17)  Includes 6,400 shares held as co-trustee and co-beneficiary of trust with shared voting and sole investment
          power, 2,223 shares held by daughter for which Mr. Smith may be deemed to have shared voting and investment
          power but disclaims beneficial ownership, and 3,000 shares held by spouse with shared voting and investment
          power.

    (18)  Includes 136,092 shares held as co-trustee and co-beneficiary of trust with shared voting and investment
          power, 8,427 shares held with spouse as joint tenants with shared voting and investment power, 4,300 shares
          acquired after February 28, 2002, 14,000 shares held as co-trustee of trust with shared voting and
          investment power, 15,000 shares held as co-trustee and co-beneficiary of trust with shared voting and sole
          investment power, 9,537 shares held as trustee and co-beneficiary with shared voting and sole investment
          power, 6,000 shares held as trustee of trust with shared voting and sole investment power, 10,000 shares
          held in a 401(k) plan with shared voting and sole investment power, 8,200 shares held by spouse with shared
          voting and investment power, 2,223 shares held by daughter for which may be deemed to have shared voting
          and investment power but as to which beneficial ownership is disclaimed, and 18,000 shares held in a
          foundation with shared voting and investment power.

    (19)  Includes 84,972 shares held as co-trustee and co-beneficiary of trust with shared voting and investment
          power, 4,300 shares acquired after February 28, 2002, 15,000 shares held as co-trustee and co-beneficiary
          of trust with shared voting and sole investment power, 9,537 shares held as trustee and co-beneficiary with
          shared voting and sole investment power, 10,000 shares held in a 401(k) plan with shared voting and sole
          investment power, 8,000 shares held by spouse with shared voting and investment power, 2,223 shares held by
          daughter for which may be deemed to have shared voting and investment power but as to which beneficial
          ownership is disclaimed, and 18,000 shares held in a foundation with shared voting and investment power.

                                  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Edison International and SCE Directors and certain officers, and persons who own more than 10% of a
    registered class of Edison International's or SCE's equity securities, are required to file ownership reports and
    changes in ownership of such securities with the SEC and one designated national securities

    Page16

    exchange under Section 16(a) of the Securities Exchange Act.  Based on a review of the reports and written
    representations from the Directors and those officers, Edison International and SCE believe that all Section
    16(a) filing requirements were met during 2001.

                                          STOCK OWNERSHIP OF CERTAIN SHAREHOLDERS

         The following are the only shareholders known by Edison International or SCE to beneficially own more than
    5% of any class of either Companies' voting securities as of February 28, 2002, except as otherwise indicated:

                                                                                              Amount and
                                                                                              Nature of
                                                        Name and Address of                   Beneficial       Percent
            Title of Class of Stock                       Beneficial Owner                    Ownership        of Class
            -----------------------                       ----------------                    ---------        --------

      Edison International                  Capital Research and Management Company           36,059,500(1)     11.1%
         Common Stock                       333 South Hope Street
                                            Los Angeles, California 90071
      Edison International                  State Street Bank and Trust Company               31,016,427(2)      9.5%
         Common Stock                       225 Franklin Street
                                            Boston, Massachusetts 02011
      Edison International                  J. P. Morgan Chase & Company                      18,497,473(3)      5.6%
         Common Stock                       270 Park Avenue
                                            New York, N. Y. 10017
      Edison International                  Putnam Investments, LLC                           17,064,503(4)      5.2%
         Common Stock                       One Post Office Square
                                            Boston, Massachusetts 02109
      Edison International                  Capital Group International, Inc.                 16,646,200(5)      5.1%
         Common Stock                       11100 Santa Monica Boulevard
                                            Los Angeles, California 90025
      SCE Common Stock                      Edison International                             434,888,104(6)      100%
                                            2244 Walnut Grove Avenue
                                            Rosemead, California 91770
      SCE Cumulative Preferred Stock        O. Francis Biondi, Jr.                               278,670(7)      5.4%
                                            Brian J. Higgins
                                            575 Lexington Avenue, 7th Floor
                                            New York, New York 10022

    (1)  This information is based on a Schedule 13G dated September 10, 2001, as amended by Amendment No. 1 dated
         February 11, 2002, filed with the SEC.  Acting as an investment adviser to various investment companies,
         Capital Research reports that it may be deemed to have sole investment power and no voting power over these
         shares, but disclaims beneficial ownership.

    (2)  This information is based on a Schedule 13G, dated February 5, 2002, filed with the SEC.  Acting in various
         fiduciary capacities, State Street reports that it has sole voting power over 5,980,249 shares, sole
         investment power over 31,001,164 shares, shared voting power over 24,212,659 shares, and shared investment
         power over 15,263 shares.  As of February 28, 2002, 24,132,295 shares of the class, or 7.4%, are held as the
         SSPP Trustee.  SSPP shares are voted in accordance with instructions

    Page 17

         given by participants, whether vested or not.  SSPP shares for which instructions are not received may be voted
         by the Edison International stock fund investment manager as it chooses.  SSPP participants may not vote or
         give instructions how to vote fractional shares.

    (3)  This information is based on a Schedule 13G dated February 13, 2002, filed with the SEC.  As a holding
         company for several wholly-owned subsidiaries, J. P. Morgan Chase reports that it has sole voting power over
         14,093,570 shares, sole investment power over 17,556,282 shares, shared voting power over 699,029 shares,
         and shared investment power over 939,391 shares.

    (4)  This information is based on a Schedule 13G, dated February 5, 2002, filed with the SEC.  As the owner of
         several investment advisers, Putnam Investments reports that it has shared voting power over 853,954 shares
         and shared investment power over all 17,064,503 shares.

    (5)  This information is based on a Schedule 13G, dated February 11, 2002, filed with the SEC.  As the parent
         holding company of a group of investment management companies, Capital Group reports that it may be deemed
         to have sole voting power over 13,317,700 shares and sole investment power over 16,646,200 shares, but
         disclaims beneficial ownership.

    (6)  Edison International became the holder of all issued and outstanding shares of SCE Common Stock on
         July 1, 1988, when it became the holding company of SCE.  Edison International has sole voting and investment
         power over these shares.

    (7)  This information is based on a Schedule 13D, dated January 18, 2002, as amended by Amendment Nos. 1, 2 and 3
         dated January 22, 2002, January 31, 2002, and February 12, 2002, respectively, filed with the SEC by
         Mr. Biondi, Mr. Higgins, King Street Capital, L.P. ("KSC"), King Street Advisors, L.L.C. ("KSA"), King Street
         Capital Management, L.L.C. ("KSCM"), and King Street Capital, Ltd. ("KSC Ltd."), as a group, reporting
         interests in shares of SCE's Cumulative Preferred Stock, 4.08% Series ($25 par value).  Messrs. Biondi and
         Higgins have shared voting and investment power over these shares.  Because shareholders of the 4.08% Series
         generally vote together as a class with the holders of other series of SCE's Cumulative Preferred Stock, SCE
         does not consider the 4.08% Series as a separate class of its voting securities for purposes of this table.
         Therefore, the "percent of class" shown in the table (5.4%) is the percentage of the entire class of
         Cumulative Preferred Stock ($25 par value).  However, the reporting persons state that KSC and KSA have
         shared voting and investment power over 95,890 shares or 9.6% of the Series; KSCM and KSC Ltd. have shared
         voting and investment power over 182,780 shares or 18.3% of the Series; and, Messrs. Biondi and Higgins have
         shared voting and investment power over 278,670 shares or 27.9% of the Series.  KSC's, KSA's, and KSCM's
         address is 575 Lexington Avenue, 7th Floor, New York, New York 10022, and KSC Ltd.'s address is c/o HWR
         Services, Craigmuir Chambers, P. O. Box 71, Road Town, Tortola, British Virgin Islands.

    Page 18

                                                  EXECUTIVE COMPENSATION
                                               SUMMARY COMPENSATION TABLE(1)

         The following table presents information regarding compensation of the Chief Executive Officers of Edison
    International and SCE ("CEO"), and the other four most highly compensated Executive Officers of Edison
    International and SCE, for services rendered during 1999, 2000 and 2001.  These individuals are referred to as
    "Named Officers" in this Joint Proxy Statement.

                                                                                     Long-Term Compensation
                                                                                     ----------------------

                                                   Annual Compensation                   Awards             Pay-
                                                   -------------------                   ------             ----
                                                                                                            outs
    (a)                             (b)       (c)         (d)          (e)         (f)           (g)        (h)       (i)
    ---                             ---       ---         ---          ---         ---           ---        ---       ---

                                                                      Other        Re-       Securities               All
                                                                      Annual     stricted    Underlying     LTIP     Other
    Name and                                                         Compen-      Stock       Options/      Pay-    Compen-
    Principal Position(2)           Year    Salary       Bonus      sation(3)    Award(s)      SARs(4)      outs   sation(5)
    ---------------------           ----    ------       -----      ---------    --------      -------      ----   ---------
                                              ($)         ($)          ($)         ($)           (#)        ($)       ($)

    John E. Bryson, Chairman        2001     950,000   1,350,000         444       --                 0     --      817,787
    of the Board, President and     2000     950,000           0         718       --         1,273,600     --      649,704
    CEO of Edison International     1999     900,000   1,260,000         601       --           267,800     --      521,053

    Stephen E. Frank, Chairman      2001     617,000     585,000       2,040       --                 0     --       36,733
    of the Board, President and     2000     617,000           0       1,606       --           321,600     --      106,005
    CEO of SCE                      1999     593,000     711,600       1,114       --           117,700     --       79,311

    Theodore F. Craver, Jr.,        2001     375,000     523,600           0       --                 0     --       51,930
    Senior Vice President, CFO      2000     375,000     100,000           0       --           244,800     --       45,488
    and Treasurer of Edison         1999     305,000     347,100           0       --            53,000     --       31,858
    International

    Bryant C. Danner, Executive     2001     470,600     424,200           0       --                 0     --      169,811
    Vice President and General      2000     470,600           0           0       --           483,100     --      153,156
    Counsel of Edison               1999     435,000     534,000           0       --            83,100     --      114,863
    International

    Alan J. Fohrer, President       2001     512,000     254,800       3,056       --                 0     --      129,366
    and CEO of Edison Mission       2000     477,000           0       2,603       --           497,800     --      101,220
    Energy                          1999     397,000     486,000           0       --            83,100     --       63,391

    Harold B. Ray,                  2001     390,000     373,100           0       --                 0     --       58,992
    Executive Vice President        2000     390,000      50,000           0       --           171,200     --       63,573
    of SCE                          1999     372,000     446,400           0       --            73,800     --       59,427

    Robert G. Foster,               2001     330,000     300,000           0       --                 0     --       45,115
    Senior Vice President           2000     322,500           0           0       --           128,900     --       67,053
    of Edison International and     1999     284,000     242,800           0       --            49,300     --       59,199
    SCE

    John R. Fielder,                2001     272,500     235,950           0       --                 0     --       20,907
    Senior Vice President           2000     272,500           0           0       --           103,400     --       42,794
    of SCE                          1999     260,000     231,400           0       --            45,200     --       33,740

    Stephen E. Pickett,             2001     250,000     226,875           0       --                 0     --       29,087
    Vice President and              2000     250,000           0           0       --            97,000     --       32,152
    General Counsel of SCE          1999     230,000     158,700           0       --            22,900     --       25,034

    Page 19

    (1)  For Edison International, the Named Officers for 2001 are John E. Bryson, Stephen E. Frank, Theodore F.
         Craver, Jr., Bryant C. Danner and Alan J. Fohrer.  For SCE, the Named Officers for 2001 are Stephen E.
         Frank, Harold B. Ray, Robert G. Foster, John R. Fielder and Stephen E. Pickett.

    (2)  The principal positions shown are at December 31, 2001.  Effective January 1, 2002, Mr. Frank retired as
         Chairman, President and CEO of SCE; Mr. Fohrer resigned as President and CEO of Edison Mission Energy; and
         Mr. Foster resigned as Senior Vice President of Edison International.  Effective January 1, 2002, Mr. Craver
         became Executive Vice President, CFO and Treasurer of Edison International; Mr. Fohrer became Chairman of
         the Board and CEO of SCE; Mr. Foster became President of SCE; and Mr. Pickett became Senior Vice President
         and General Counsel of SCE.

    (3)  Includes perquisites if in total they exceed the lesser of $50,000 or 10% of annual salary plus annual
         incentive, plus reimbursed taxes.

    (4)  No Edison International nonqualified stock options were granted to the Named Officers in 2001.

    (5)  The amounts shown in column (i) for 2001 include plan contributions (contributions to the SSPP and a
         supplemental plan for eligible participants who are affected by SSPP participation limits imposed on higher
         paid individuals by federal tax law), preferential interest (that portion of interest that is considered
         under SEC rules to be at above-market rates) accrued on deferred compensation, vacation sale proceeds,
         survivor benefits, disability benefits, benefit forfeiture allocations and forgiven loans in the following
         amounts:

                                                                                                    Benefit
                                     Plan       Preferential  Vacation    Survivor    Disability  Forfeiture     Loan
                                 Contributions    Interest      Sold      Benefits*   Benefits    Allocations  Forgiven
                                 -------------    --------      ----      ---------   --------    -----------  --------
                                      ($)           ($)          ($)         ($)         ($)          ($)         ($)
                                      ---           ---          ---         ---         ---          ---         ---
        John E. Bryson              31,050        704,608           0       81,937           0        193             0
        Stephen E. Frank             7,650          2,754           0       26,329           0          0             0
        Theodore F. Craver, Jr.      7,975         32,291           0       11,563           0        101             0
        Bryant C. Danner            14,660         54,757           0       86,548      13,845          0             0
        Alan J. Fohrer              32,524         55,768           0       29,293      11,756         24             0
        Harold B. Ray                7,650         31,703           0       19,630           0          8             0
        Robert G. Foster             7,650            182       6,345        8,061           0         20        22,857
        John R. Fielder              7,650            603       5,240        7,365           0         48             0
        Stephen E. Pickett           7,650         10,668       4,810        5,918           0         40             0

         -------------------
         *   Includes survivor benefits under the Survivor Benefit Plan, Executive Deferred Compensation Plan, 1985
             Deferred Compensation Plan, Survivor Income Continuation Plan, and Supplemental Survivor
             Income/Retirement Income Plan.

    Page 20

                                         AGGREGATED OPTION / SAR EXERCISES IN 2001
                                              AND FY-END OPTION / SAR VALUES

         The following table presents information regarding the exercise of Edison International stock options during
    2001 by any of the Named Officers, and regarding unexercised options held at year-end 2001 by any of the Named
    Officers.  No SARs were exercised during 2001 or held at year-end 2001 by any of the Named Officers.

                     (a)                (b)              (c)                   (d)                      (e)
                     ---                ---              ---                   ---                      ---
                                                                       Number of Securities          Value of
                                                                            Underlying              Unexercised
                                                                           Unexercised             In-the-Money
                                                                          Options / SARs         Options / SARs at
                                      Shares                              at FY-End(1) (2)           FY-End(1) (3)
                                     Acquired           Value                  (#)                      ($)
                                    on Exercise       Realized            Exercisable /            Exercisable /
       Name                             (#)              ($)              Unexercisable            Unexercisable
       ----                             ---              ---              -------------            -------------

       John E. Bryson                  --              554,400(4)       771,101 / 173,899          68,700 / 0
       Stephen E. Frank                --            1,081,528(5)        327,850 / 76,250               0 / 0
       Theodore F. Craver, Jr.         --               --                87,551 / 32,749               0 / 0
       Bryant C. Danner                --              756,728(6)       248,676 / 252,724          22,900 / 0
       Alan J. Fohrer                  --              967,208(7)        237,976 / 52,724          25,763 / 0
       Harold B. Ray                   --               --               109,675 / 47,825               0 / 0
       Robert G. Foster                --               --                96,625 / 31,975               0 / 0
       John R. Fielder                 --               --               119,400 / 27,600          11,450 / 0
       Stephen E. Pickett              --               --                56,550 / 14,350           4,008 / 0

    (1)  Each Edison International stock option may be exercised for one share of Edison International Common Stock
         at an exercise price equal to the fair market value of the underlying Common Stock on the date the option
         was granted.  Dividend equivalents that may accrue on some of the Edison International stock options
         accumulate without interest and are paid in cash.  Options generally expire 10 years after the date of
         grant.  Edison International stock options awarded prior to 2000 include a dividend equivalent feature.
         Dividend equivalents on stock options issued after 1993 and prior to 2000 are accrued to the extent
         dividends are declared on Edison International Common Stock, and are subject to reduction unless certain
         performance criteria are met.  Only a portion of the 1999 Edison International stock option awards included
         a dividend equivalent feature.  Stock options awarded after 1999 do not include dividend equivalents.

         Options issued after 1997 generally vest in 25% annual installments over a four-year period.  Stock options
         issued prior to 1998 had a three-year vesting period.  If an option holder retires, dies or is permanently
         and totally disabled (qualifying event) during the vesting period, the unvested options vest on a pro rata
         basis.  Unvested options of Messrs. Bryson, Danner, Fohrer and Ray will fully vest upon a qualifying event.
         If a qualifying event occurs, the vested options may continue to be exercised pursuant to their original
         terms by the recipient or beneficiary.  If an option holder is terminated other than by a qualifying event,
         unvested options are forfeited.  Options which had vested as of the prior anniversary date of the grant are
         also forfeited unless exercised within 180 days of the date of termination except that if the termination is
         covered by the Edison International

    Page 21

         Executive Severance Plan, the terminated executive will receive one additional year of vesting credit and
         must exercise vested options within 12 months.

    (2)  In October 2001, Edison International offered to exchange deferred stock units for Edison International
         stock options held by active employees that were issued during the year 2000.  The Named Officers elected to
         accept the exchange offer with respect to the following number of Edison International stock options which
         have been canceled:

                                                                     Options Exchanged
                                                                     -----------------
                                   John E. Bryson                         1,273,600
                                   Stephen E. Frank                         321,600
                                   Theodore F. Craver, Jr.                  244,800
                                   Bryant C. Danner                         283,100
                                   Alan J. Fohrer                           497,800
                                   Harold B. Ray                            171,200
                                   Robert G. Foster                         128,900
                                   John R. Fielder                          103,400
                                   Stephen E. Pickett                        97,000

         The deferred stock units received by the Named Officers in exchange for their Edison International stock
         options are listed in the table below entitled "Long-Term Incentive Plan Awards in Last Fiscal Year," and
         the terms and conditions of the deferred stock units are described in footnote (3) to that table.

    (3)  Edison International stock options have been treated as "in-the-money" if the fair market value of the
         underlying stock at year-end 2001 exceeded the exercise price of the options.  The dollar amounts shown for
         Edison International stock options are the differences between (i) the fair market value of the Edison
         International Common Stock underlying all unexercised "in-the-money" options at year-end 2001 and (ii) the
         exercise prices of those options.

    Page 22

         The aggregate value at year-end 2001 of all accrued dividend equivalents, for the Named Officers was:

                                                                                 $ / $
                                                                                 -----
                                                                      Exercisable /Unexercisable
                                                                      --------------------------
                                   John E. Bryson                           3,201,254 / 0
                                   Stephen E. Frank                                 0 / 0
                                   Theodore F. Craver, Jr.                    183,658 / 0
                                   Bryant C. Danner                           348,582 / 0
                                   Alan J. Fohrer                              85,764 / 0
                                   Harold B. Ray                                    0 / 0
                                   Robert G. Foster                                 0 / 0
                                   John R. Fielder                                  0 / 0
                                   Stephen E. Pickett                               0 / 0

    (4)  The amount shown represents the proceeds from dividend equivalents related to 48,000 options granted in
         1991.  The options expired at the end of their ten-year term.

    (5)  The amount shown represents the proceeds from dividend equivalents related to 60,000 options granted in
         1995; 78,800 options granted in 1996; and 78,000 options granted in 1997.  The options themselves have not
         been exercised.  These options will accrue no further dividend equivalents.

    (6)  The amount shown represents the proceeds from dividend equivalents related to 20,000 options granted in
         1992; 18,000 options granted in 1993; 21,400 options granted in 1994; and 40,000 options granted in 1995.
         The options themselves have not been exercised.  These options will accrue no further dividend equivalents.

    (7)  The amount shown represents the proceeds from dividend equivalents related to 5,000 options granted in 1991;
         15,000 options granted in 1993; 20,300 options granted in 1994; 45,000 options granted in 1995; 36,200
         options granted in 1996; and 38,000 options granted in 1997.  The options granted in 1991 expired at the end
         of their ten-year term.  The options granted in the other years have not been exercised.  These options will
         accrue no further dividend equivalents.

    Page 23

                                                 LONG-TERM INCENTIVE PLAN
                                                AWARDS IN LAST FISCAL YEAR

         The following table presents information regarding Edison International performance shares,(1)
    retention incentives,(2) and deferred stock units(3) granted during 2001 to the Named Officers.

                                                                                  Estimated Future Payouts Under
                                                                                    Non-Stock Price-Based Plans
                                                                                    ---------------------------
      (a)                                  (b)                  (c)              (d)          (e)            (f)
      ---                                  ---                  ---              ---          ---            ---
                                                            Performance
                                        Number of         or Other Period
                                         Shares,               Until
                                      Units or Other         Maturation
      Name                           Rights(1) (2)V          Or Payout        Threshold      Target        Maximum
      ----                           --------------          ---------        ---------      ------        -------
                                            (#)                                  ($)          ($)            ($)

      John E. Bryson
          Performance Shares             35,820 Units          3 years           N/A          N/A            N/A
          Retention Incentives           61,890 Units          2 years           N/A          N/A            N/A
          Deferred Stock Units          429,688 Units          4 years           N/A          N/A            N/A
      Stephen E. Frank
          Performance Shares             14,667 Units          3 years           N/A          N/A            N/A
          Retention Incentives           25,323 Units          2 years           N/A          N/A            N/A
          Deferred Stock Units          107,048 Units          4 years           N/A          N/A            N/A
      Theodore F. Craver, Jr.
          Performance Shares             13,115 Units          3 years           N/A          N/A            N/A
          Retention Incentives           23,088 Units          2 years           N/A          N/A            N/A
          Deferred Stock Units           81,877 Units          4 years           N/A          N/A            N/A
      Bryant C. Danner
          Performance Shares             13,115 Units          3 years           N/A          N/A            N/A
          Retention Incentives           23,010 Units          2 years           N/A          N/A            N/A
          Deferred Stock Units           94,649 Units          4 years           N/A          N/A            N/A
      Alan J. Fohrer
          Performance Shares             13,115 Units          3 years           N/A          N/A            N/A
          Retention Incentives           26,541 Units          2 years           N/A          N/A            N/A
          Deferred Stock Units          168,134 Units          4 years           N/A          N/A            N/A
      Harold B. Ray
          Performance Shares              8,197 Units          3 years           N/A          N/A            N/A
          Retention Incentives           18,170 Units          2 years           N/A          N/A            N/A
          Deferred Stock Units           57,007 Units          4 years           N/A          N/A            N/A
      Robert G. Foster
          Performance Shares              6,558 Units          3 years           N/A          N/A            N/A
          Retention Incentives           14,782 Units          2 years           N/A          N/A            N/A
          Deferred Stock Units           43,054 Units          4 years           N/A          N/A            N/A
      John R. Fielder
          Performance Shares              4,263 Units          3 years           N/A          N/A            N/A
          Retention Incentives           10,743 Units          2 years           N/A          N/A            N/A
          Deferred Stock Units           34,452 Units          4 years           N/A          N/A            N/A
      Stephen E. Pickett
          Performance Shares              3,935 Units          3 years           N/A          N/A            N/A
          Retention Incentives           11,199 Units          2 years           N/A          N/A            N/A
          Deferred Stock Units           32,488 Units          4 years           N/A          N/A            N/A

    Page 24

     (1) Twenty-five percent of each Named Officer's annual long-term incentive compensation for 2001 was awarded in
         the form of Edison International performance shares.  The remaining portion of the Named Officer's long-term
         compensation for 2001 was awarded in the form of Edison International stock options as part of a special
         grant in May 2000.  No Edison International stock options were granted to the Named Officers in 2001.

         Performance Shares are stock-based units with each unit worth one share of Edison International Common
         Stock.  No dividend equivalents were included with these grants.  The Performance Shares cannot be voted or
         sold.  One-half of the Performance Shares will be paid in Edison International Common Stock under the Equity
         Compensation Plan, and one-half will be paid in cash equal to the value of such stock outside of the plan.
         The payment will be based on the closing value of Edison International Common Stock on December 31, 2003, if
         the Named Officer remains employed by the Companies on that date.  In the event of retirement, death,
         disability, or involuntary severance without cause, pro rata payments will be made on or after December 31,
         2003.  No payment will be made in the event of a voluntary separation or a separation for cause.
         Performance Share payments will also be made in cash in the event of a change in control of Edison
         International.  The Performance Shares are not transferable, but a beneficiary may be designated in the
         event of death.  Edison International will substitute cash awards to the extent necessary to pay required
         tax withholding, and has reserved the right to substitute cash awards substantially equivalent in value to
         the Performance Shares.

    (2)  Retention Incentives were also awarded to the Named Officers during 2001.  The Retention Incentives are
         stock units with each unit worth one share of Edison International Common Stock.  No dividend equivalents
         were included with these grants.  The Retention Incentives cannot be voted or sold.  They are payable on the
         earlier of (i) March 12, 2003, or (ii) the date the average closing price for a share of Edison
         International Common Stock for at least 20 consecutive trading days has equaled or exceeded $20, but no
         earlier than March 12, 2002.

         The Retention Incentives will be paid to the Named Officers in Edison International Common Stock under the
         Equity Compensation Plan.  Payments will be made upon retirement, death, disability, or involuntary
         severance without cause, but no payment will be made in the event of a voluntary separation or a separation
         for cause.  Retention Incentive payments will also be made in cash in the event of a change in control of
         Edison International.  The Retention Incentives are not transferable, but a beneficiary may be designated in
         the event of death.  Edison International will substitute cash awards to the extent necessary to pay
         required tax withholding, and has reserved the right to substitute cash awards substantially equivalent in
         value to the Retention Incentives.

    (3)  As stated in footnote (2) to the table above entitled "Aggregated Option / SAR Exercises in 2001 and FY-End
         Option / SAR Values," Deferred Stock Units were awarded to the Named Officers during 2001 to the extent they
         accepted the terms of an exchange offer made to all active employees holding Edison International stock
         options issued during 2000.  The terms of the exchange offer provided that one Deferred Stock Unit would be
         awarded in exchange for from 2.6 to 3.4 stock options, depending on the Black-Scholes value of the
         surrendered options.  Each Deferred Stock Unit is worth one share of Edison International Common Stock.  No
         dividend equivalents were included with these grants.  The Deferred Stock Units cannot be voted or sold.
         The Deferred Stock Units vest in 25% annual installments and will be paid on each of the following dates,
         November 29th of 2002, 2003, 2004 and 2005, if the individual remains employed by the Companies on that date.

    Page 25

         The Deferred Stock Units will be paid in Edison International Common Stock under the Equity Compensation
         Plan.  Pro rata payments will be made on the scheduled payment date in the event of a participant's
         retirement, death, disability, or involuntary severance without cause during the related vesting period.  No
         subsequent payment will be made in the event of a participant's voluntary separation or a separation for
         cause.  Payments will also be made in cash in the event of a change in control of Edison International.  The
         Deferred Stock Units are not transferable, but a beneficiary may be designated in the event of death.
         Edison International will substitute cash awards to the extent necessary to pay required tax withholding,
         and has reserved the right to substitute cash awards substantially equivalent in value to the Deferred Stock
         Units.

                                                   PENSION PLAN TABLE (#)(1)

         The following table presents estimated gross annual benefits(2) payable upon retirement at age 65 to the
    Named Officers in the remuneration and years of service classifications indicated.

                                                               Years of Service
                                                               ----------------
           Annual
        Remuneration        10          15           20            25             30            35            40
        ------------        --          --           --            --             --            --            --

           200,000        50,000       67,500       85,000        102,500       120,000       130,000        140,000
           400,000       100,000      135,000      170,000        205,000       240,000       260,000        280,000
           600,000       150,000      202,500      255,000        307,500       360,000       390,000        420,000
           800,000       200,000      270,000      340,000        410,000       480,000       520,000        560,000
         1,000,000       250,000      337,500      425,000        512,500       600,000       650,000        700,000
         1,200,000       300,000      405,000      510,000        615,000       720,000       780,000        840,000
         1,400,000       350,000      472,500      595,000        717,500       840,000       910,000        980,000
         1,600,000       400,000      540,000      680,000        820,000       960,000     1,040,000      1,120,000
         1,800,000       450,000      607,500      765,000        922,500     1,080,000     1,170,000      1,260,000
         2,000,000       500,000      675,000      850,000      1,025,000     1,200,000     1,300,000      1,400,000
         2,200,000       550,000      742,500      935,000      1,127,500     1,320,000     1,430,000      1,540,000
         2,400,000       600,000      810,000    1,020,000      1,230,000     1,440,000     1,560,000      1,680,000
         2,600,000       650,000      877,500    1,105,000      1,332,500     1,560,000     1,690,000      1,820,000
         2,800,000       700,000      945,000    1,190,000      1,435,000     1,680,000     1,820,000      1,960,000
         3,000,000       750,000    1,012,500    1,275,000      1,537,500     1,800,000     1,950,000      2,100,000

    (1)  The annual pension benefit estimates are based on the terms of the SCE Retirement Plan, a qualified defined
         benefit employee retirement plan, and the SCE Executive Retirement Plan, a nonqualified supplemental
         executive retirement plan, with the following assumptions:  (i) SCE's qualified retirement plan will be
         maintained, (ii) optional forms of payment which reduce benefit amounts have not been selected, and (iii)
         any benefits in excess of limits contained in the Internal Revenue Code of 1986 and any incremental
         retirement benefits attributable to consideration of the annual incentive will be paid out of the Executive
         Retirement Plan as unsecured obligations of Edison International or the participating affiliate.  For
         purposes of the Executive Retirement Plan, as of December 31, 2001, Mr. Bryson had completed 17 years of
         service, Mr. Frank - 14 years, Mr. Craver - 5 years, Mr. Danner - 19 years, Mr. Fohrer - 28 years,
         Mr. Ray - 31 years, Mr. Foster - 17 years, Mr. Fielder - 31 years, and Mr. Pickett - 25 years.

    Page 26

    (2)  The retirement benefit of the Named Officers at normal retirement age (65 years) is determined by a
         percentage of the executive's highest 36 consecutive months of salary and annual incentive prior to
         attaining age 65.  Compensation used to calculate combined benefits under the plans is based on base salary
         and annual incentive (excluding special recognition awards) as reported in the table above entitled "Summary
         Compensation Table," except the Compensation and Executive Personnel Committee elected to adjust the amounts
         reported in that table to include foregone 2000 target annual incentives and foregone 2001 salary merit
         increases for purposes of the pension benefit determination under the Executive Retirement Plan.  The
         adjustment amounts for 2000 for this purpose are $760,000, $431,900, $262,500, $336,420, $339,500, $253,500,
         $181,500, $149,875, and $137,500 for Messrs. Bryson, Frank, Craver, Danner, Fohrer, Ray, Foster, Fielder,
         and Pickett, respectively.  For 2001, the adjustment amounts are 0, 0, $65,000, $24,400, 0, $20,000,
         $25,000, $13,500, and $25,000, respectively.

         The service percentage is based on 1 3/4% per year for the first 30 years of service (52 1/2% upon completion of
         30 years of service) and 1% for each year in excess of 30.  Named Officers receive an additional service
         percentage of3/4% per year for the first ten years of service (7.5% upon completion of ten years of
         service).  The actual benefit is offset by up to 40% of the executive's primary Social Security benefits.

         The normal form of benefit is a life annuity with a 50% survivor benefit following the death of the
         participant.  Retirement benefits are reduced for retirement prior to age 61.  The amounts shown in the
         Pension Plan Table above do not reflect reductions in retirement benefits due to the Social Security offset
         or early retirement.

         Messrs. Danner and Fohrer have elected to retain coverage under a prior benefit program.  This program
         provided, among other benefits, the post-retirement benefits discussed in the following section.  The
         retirement benefits provided under the prior program are less than the benefits shown in the Pension Plan
         Table in that they do not include the additional 7.5% service percentage.  To determine these reduced
         benefits, multiply the dollar amounts shown in each column by the following factors:  10 years of service -
         70%, 15 years - 78%, 20 years - 82%, 25 years - 85%, 30 years - 88%, 35 years - 88%, and 40 years - 89%.

                                                 OTHER RETIREMENT BENEFITS

         Additional post-retirement benefits are provided pursuant to the Survivor Income Continuation Plan and the
    Survivor Income/Retirement Income Plan under the Executive Supplemental Benefit Program.  For purposes of
    determining the estimated annual benefits payable under these plans upon retirement at normal retirement age for
    each of the Named Officers, which is dependent upon final compensation, the highest compensation level in the
    Pension Plan Table above ($3,000,000) has been used in the examples which follow.

         The Survivor Income Continuation Plan provides a post-retirement survivor benefit payable to the beneficiary
    of the participant following his or her death.  The benefit is approximately 23% of final compensation (salary at
    retirement and the average of the three highest annual incentives paid in the five years prior to retirement)
    payable for ten years certain.  If a Named Officer's final annual compensation were $3,000,000, the beneficiary's
    estimated annual survivor benefit would be $673,500.  Messrs. Danner and Fohrer have elected coverage under this
    plan.

    Page 27

         The Supplemental Survivor Income/Retirement Income Plan provides a post-retirement survivor benefit payable
    to the beneficiary of the Named Officer following his or her death.  The benefit is 25% of final compensation
    (salary at retirement and the average of the three highest annual incentives paid in the five years prior to
    retirement) payable for ten years certain.  At retirement, a Named Officer has the right to elect the retirement
    income benefit in lieu of the survivor income benefit.  The retirement income benefit is 10% of final
    compensation (salary at retirement and the average of the three highest annual incentives paid in the five years
    prior to retirement) payable to the participant for ten years certain immediately following retirement.  If a
    Named Officer's final annual compensation were $3,000,000, the beneficiary's estimated annual survivor benefit
    would be $750,000.  If a Named Officer were to elect the retirement income benefit in lieu of the survivor income
    benefit and had final annual compensation of $3,000,000, the Named Officer's estimated annual benefit would be
    $300,000.  Messrs. Danner and Fohrer have elected coverage under this plan.

         The 1985 Deferred Compensation Plan provides a post-retirement survivor benefit.  This plan allowed eligible
    participants in September 1985 to voluntarily elect to defer until retirement a portion of annual salary and
    annual incentives otherwise earned and payable for the period October 1985 through January 1990.  Messrs. Bryson
    and Ray participate in this plan.  The post-retirement survivor benefit is 50% of the annual amount the
    participant had been receiving from the plan.  Survivor benefit payments begin following completion of the
    deferred compensation payments.  If the named beneficiary is the executive's spouse, then survivor benefits are
    paid as a life annuity, five years certain.  The benefit amount will be reduced actuarially if the spouse is more
    than five years younger than the executive at the time of the executive's death.  If the beneficiary is not the
    spouse, then benefits are paid for five years only.  The annual amounts which would be payable to the surviving
    beneficiaries of Messrs. Bryson and Ray if each retired at age 65 are $1,260,020 and $46,324, respectively.

         Messrs. Bryson and Frank are entitled to benefits accrued under the Retirement Plan for Directors before it
    was terminated in 1997.  Each will be entitled to an annual retirement benefit in the amount of the annual
    retainer for the number of years they served on the Boards prior to 1998 (and meeting fees for years prior to
    1996).  Mr. Bryson will receive $7,938 per quarter for eight years following his retirement from the Edison
    International Board, and Mr. Frank will receive $7,000 per quarter for three years following his retirement from
    the Boards.

                                                 EMPLOYMENT CONTRACTS AND
                                          TERMINATION OF EMPLOYMENT ARRANGEMENTS

         Stephen E. Frank.  Mr. Frank executed an employment agreement when he joined SCE as President and Chief
    Operating Officer and joined the Boards of Directors in 1995.  For purposes of the Executive Retirement Plan, he
    was credited with 1.25 years of additional service for each year of actual service up to ten years.  A deferred
    compensation plan account was established and credited with $250,000 which vested when Mr. Frank completed five
    years of service.  He was also provided two club memberships along with regular executive and employee benefits.
    If Mr. Frank's employment had been terminated involuntarily (other than for cause), he would have received a
    severance payment equal to one year's salary plus annual incentive.

         During 2001, Mr. Frank executed a Retirement Agreement and a Consulting Agreement with SCE.  Mr. Frank
    resigned as an officer and director of SCE and as a director of Edison International effective January 1, 2002,
    and retired as an employee of SCE on March 14, 2002.  Pursuant to the terms of the Retirement Agreement,
    Mr. Frank's 2001 annual incentive was the higher of his target percentage

    page 28

    (70% of salary) or the average percent of target awarded to officers at a level of senior vice president or
    above.  He will not receive an annual incentive for his 2002 service.  SCE will pay Mr. Frank's healthcare COBRA
    premiums until he reaches age 65 and will pay him a $100,000 lump sum net of tax to defer the cost of
    supplemental insurance coverage after age 65.  His Edison International stock options issued before 2000 and his
    2000 and 2001 performance shares will be fully vested, and his deferred stock units received from the stock
    option exchange offer will be 75% vested.  The performance shares and deferred stock units will be paid on the
    regularly scheduled payment dates.  Mr. Frank's company car was transferred to him upon his retirement.

         The terms of the Consulting Agreement provide for a three-year term with annual retainers of $200,000 for
    the first two years and $100,000 for the third year.  Mr. Frank will be paid for any consulting services agreed
    to in excess of 20 hours per month during the first two years or 10 hours per month during the third year at a
    rate of $150 per hour.

         Bryant C. Danner.  Mr. Danner executed an employment agreement when he joined Edison International and SCE
    as Senior Vice President and General Counsel in 1992.  After completing three years of service, he was credited
    with ten additional years of service with SCE and Edison International for purposes of determining benefits under
    the Executive Retirement Plan.  Edison International and SCE agreed to use their best efforts to make available
    health care coverage until Mr. Danner and his spouse reach age 65, with the Companies bearing the cost over the
    amount an SCE retiree would pay for coverage in the SCE group plan with the highest deductible.  Mr. Danner
    resigned his SCE positions effective January 1, 2001.

                                     COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEES'
                                            REPORT ON EXECUTIVE COMPENSATION(1)

         The Edison International and SCE Compensation and Executive Personnel Committees are each composed of the
    same non-employee directors named at the end of this report.  The Committees have responsibility for all
    executive compensation programs of the Companies and met jointly to consider executive compensation matters for
    2001.

         The Edison International Committee determines salaries and annual incentives for Edison International
    officers.  The SCE Committee determines salaries and annual incentives for SCE officers.  The salaries and annual
    incentives of the officers of the other Edison International subsidiaries are determined by their respective
    boards of directors subject to review and approval of the Edison International Committee to ensure consistency
    with overall Edison International compensation policies.  In addition, the Edison International Committee
    administers the Equity Compensation Plan and the 2000 Equity Plan pursuant to which long-term incentives were
    awarded in 2001.

    __________________
    (1)  SEC filings sometimes "incorporate information by reference."  This means the filing company is referring
         you to information that has previously been filed with the SEC, and that the information should be
         considered as part of the filing you are reading.  Unless Edison International or SCE specifically states
         otherwise, this report shall not be deemed to be incorporated by reference and shall not constitute
         soliciting material or otherwise be considered filed under the Securities Act of 1933 or the Securities
         Exchange Act.

    Page 29

    Compensation Policies

         The executive compensation programs of Edison International, SCE and the other subsidiaries are intended to
    achieve three fundamental objectives:  (1) attract and retain qualified executives; (2) motivate performance to
    achieve specific strategic objectives of the Companies; and (3) align the interests of senior management with the
    long-term interests of the Companies' shareholders and for SCE, its ratepayers.  At present, the basic components
    of the Companies' executive compensation program are base salaries, annual incentives, and long-term incentives.
    The Companies also provide broad-based employee benefit plans and certain other executive benefit plans.

         Section 162(m) of the Internal Revenue Code of 1986 generally disallows a tax deduction to public companies
    for compensation over $1,000,000 paid to their chief executive officers and the four other most highly
    compensated executive officers unless certain tests are met.  The Committees' general intent is to design and
    administer the Edison International and SCE compensation programs in a manner that will preserve the
    deductibility of compensation payments to Executive Officers.  However, this goal is secondary in importance to
    achievement of the Companies' compensation objectives discussed above.  The Committees believe that the potential
    increased tax liability is of insufficient magnitude to warrant alteration of the present compensation system
    which is achieving the desired compensation objectives while retaining the flexibility of the Committees to
    exercise judgment in assessing an executive's performance.

    2001 Compensation Objectives

         The Committees base their compensation actions for the Companies on data gathered through independent
    surveys of peer group companies.  Independent compensation consultants are retained to annually review and
    identify the appropriate comparison companies and to obtain and evaluate current executive compensation data for
    Edison International, SCE and the other subsidiaries of Edison International.  The Committees identified 13
    deregulating, diversified electric utilities for Edison International compensation comparisons for 2001.  The
    peer group of companies was the same as the peer group used for the prior year.  The comparison utility companies
    were selected on the basis of total assets and net sales.  Although the peer groups differ from the Dow Jones
    U.S. Electric Utilities Index depicted in the Stock Performance Graph, all of the companies comprising the peer
    groups are included in the index, and the Committees believe the constitution of the peer groups provides
    relevant compensation data for Edison International and SCE in view of their changing business environment.  The
    compensation consultant reviews the data, along with position-specific survey information collated from a variety
    of more general sources, to develop a recommended structure of salary ranges, short-term incentive targets, and
    long-term incentive targets.  Selecting peer groups for the other subsidiaries was accomplished by a similar
    process geared to identify appropriate comparison companies in their respective industries.

         The Compensation Committees' strategy for 2001 compensation planning was established in December 2000 to
    generally target fixed compensation (salary and benefits) for Edison International, SCE and the other
    subsidiaries at the median level of their respective peer groups.  Target annual incentive and long-term
    incentive opportunities were also set at the median level of the peer groups, with maximum annual award
    opportunities of 200% of target levels for significant performance exceeding target levels.  The Compensation
    Committees may deviate above and below established targets in individual cases as deemed appropriate in their
    discretion.

    Page 30

    Base Salaries

         The Committees reviewed the base salaries for Mr. Bryson, Mr. Frank and the other Executive Officers at the
    end of 2000 to set salaries for 2001.  The financial effects of the California energy crisis overshadowed all
    other aspects of Company and individual performance.  Notwithstanding the Companies' strong operating performance
    in many areas during 2000, the Committees determined that no merit salary increase would be approved for Mr.
    Bryson, Mr. Frank or the other Executive Officers at Edison International and SCE for 2001.

         Mr. Bryson's 2001 salary remained at $950,000, which was 4% below the average for CEOs in the peer group.
    Mr. Frank's 2001 salary remained at $617,000, which was 10% below his peers.  The 2001 base salaries for the
    other Executive Officers at Edison International and SCE remained at 2000 levels.

         In December 2000, the Edison International Committee also reviewed the base salaries of the Executive
    Officers at the other subsidiaries.  The 2001 base salaries in the aggregate of the Executive Officers at Edison
    International, SCE and the other subsidiaries are 2% below the median levels of their respective peer groups.

    Annual Incentive Compensation for 2001 Performance

         Annual incentive compensation is determined on the basis of overall corporate performance and the
    Committees' assessment of the individual Executive Officer's performance.  Target annual incentives for Executive
    Officers for 2001 ranged from 30% of base salary for certain subsidiary vice presidents to 70% of base salary for
    Mr. Frank and 80% of base salary for Mr. Bryson.  Maximum opportunity levels were set at 200% of target award
    levels.  Awards are made in the judgment of the Committees taking into account overall Company results as guided
    by the relevant performance objectives for the year.

         Performance objectives for the Edison International companies were discussed with the Boards in early 2001,
    but it was evident then that establishing specific 2001 goals for the companies (as had been done in prior years)
    would be extremely difficult in light of the unprecedented and unpredictable impacts of the California energy
    crisis.  Three general areas of achievement were identified as SCE objectives for 2001: (1) restoring financial
    health (weighted at 50%), (2) operational excellence (25%) and (3) financial performance (25%).  Goals related to
    restoration of SCE's financial health included recovery of past and future procurement costs, restoring SCE's
    creditworthiness and securing fair returns on utility investments.  Operational excellence goals for SCE focused
    on several key objectives including customer satisfaction, service reliability, and operational safety.  No
    specific "dollar targets" were identified related to SCE's financial performance due to the uncertainties of the
    California energy crisis.

         Weighted objectives were identified for Edison Mission Energy.  However, relatively  more uncertainties
    resulting from the California energy crisis were anticipated for Edison Capital than for Edison Mission Energy,
    so specific achievement objectives were not identified for Edison Capital.  Similarly, specific achievement
    objectives were not identified at the beginning of the year for Edison International because its results would be
    dependent on operating company results, all of which, in turn, were highly unpredictable in light of the
    California situation.

         Therefore, at the outset of 2001, the Committees recognized that their year-end determinations on annual
    incentive awards for 2001 would call for exercising a high degree of discretion and judgment in evaluating actual
    results.  When the Committees met in February 2002 to evaluate each Company's performance and to determine 2001
    annual incentives awards, the Committees reviewed the year's

    page 31

    overall performance in light of the challenges resulting from the California power crisis and the objectives
    identified at the beginning of the year.

         The Committees concluded that the perseverance and dedication of the SCE and Edison International leadership
    groups in guiding SCE through the crisis to achieve the ultimate CPUC settlement was a singular, positive
    achievement that establishes a solid foundation for a stronger utility business in the future.  The Committees
    determined that Edison International, Edison Mission Energy and Edison Capital managed necessary refinancings in
    a very difficult market and successfully implemented cost cutting, restructuring and cash preservation measures.
    The Committees also determined that, although SCE's core earnings had declined from 2000 levels and were
    adversely impacted by an extended, fire-caused outage at one of the SONGS nuclear units, SCE operations had
    achieved high ratings in reliability, customer satisfaction and safety.

         Edison Mission Energy did not achieve its financial or growth targets in 2001, and incurred a substantial
    loss in the sale of its Fiddler's Ferry and Ferrybridge assets in the United Kingdom.  However, in the
    Committees' judgment, it was able to accomplish important restructurings and sales (including the sale of the
    Fiddler's Ferry and Ferrybridge assets), and maintained its investment grade credit rating in the face of
    difficult challenges.  Edison Mission Energy's success in bringing a new California power plant (the "Sunrise"
    project) into operation in record time was one of Edison International's key contributions to resolving the
    California power crisis.  Edison Mission Energy's management of a difficult strike situation in Illinois and the
    negotiation of a new long-term power contract for the Paiton project in Indonesia were also considered by the
    Committees to be noteworthy achievements.  In respect to Edison Capital, the Edison International Committee
    concluded that the company had responded quickly and effectively to mitigate the adverse financial impact of the
    California power crisis on the company.

         The Edison International Committee approved a 2001 annual incentive award of $1,350,000 for Mr. Bryson that
    was 89% of his maximum potential award.  The SCE Committee approved a 2001 annual incentive award of $585,000 for
    Mr. Frank that was 68% of his maximum potential award.  In addition to evaluating the overall performance of Mr.
    Bryson as measured by the Companies' results discussed above, the Edison International Compensation Committee's
    subjective assessment of his performance was considered.  Factors found to be particularly significant in 2001
    for Mr. Bryson were his solid and focused leadership in guiding the Companies through the California power
    crisis, his successful efforts in keeping the management team in place and his effectiveness in communicating
    Company objectives to policy makers, shareholders, employees and customers.  Mr. Frank's award reflected his
    excellent leadership during the California power crisis and was based on the average percentage of target awarded
    to other senior executives at SCE as provided in the terms of his retirement agreement discussed above under
    "Employment Contracts and Termination of Employment Arrangements."

         The 2001 annual incentives for the other Executive Officers averaged 69% of maximum at Edison International,
    67% of maximum at SCE and 41% of maximum at the other subsidiaries.  The target values established and the actual
    awards granted to Mr. Bryson, Mr. Frank and the other Executive Officers were consistent with the Compensation
    Committees' strategy described above.

    Long-Term Incentives

         In recent years, the long-term incentives awarded to Executive Officers have had two components.
    Nonqualified Edison International Common Stock options comprised 75% of the award value and

    Page 32

    performance shares comprised 25% of the value.  However, as reported last year, a special stock option award was
    made during 2000 in lieu of the anticipated level of options that would have been scheduled for issuance in 2001
    and 2002.  Because of that, no additional options were granted to the Executive Officers during 2001.  The Edison
    International Committee awarded 35,820 performance shares to Mr. Bryson and 14,667 performance shares to
    Mr. Frank in January 2001.  The target values established and the actual awards granted to Mr. Bryson, Mr. Frank
    and the other Executive Officers were consistent with the Committees' strategy described above and reflect the
    Committees' commitment to link a significant portion of the compensation of Mr. Bryson and Mr. Frank directly to
    the value provided to shareholders by Edison International stock.  The awards were granted to Executive Officers
    in the judgment of the Edison International Compensation Committee guided by the survey results as to the target
    award percentages described above and were not formula-driven.  The number and value of options granted in prior
    years was not a factor in the current year award determination.

    Retention Measures

         The extraordinary challenges facing the Companies as a result of the California energy crisis caused the
    Edison International Committee to focus on retention of the management team at SCE and throughout Edison
    International.  During 2001, the Edison International Committee awarded retention incentives in the form of
    deferred stock units to the Executive Officers that will pay out if an executive remains actively employed
    through the performance period, or upon death, disability or retirement.  Mr. Bryson was awarded 61,890 retention
    incentives.  Mr. Frank was awarded 25,323 retention incentives.

         In October 2001, the Edison International Committee concluded that as a result of the California energy
    crisis and the ensuing financial effects on the Companies, the 2000 stock option grants no longer conveyed the
    incentives that were originally intended.  The Committee determined that it is important to provide long-term
    incentives that will encourage the continued dedication of managers and executives of the Companies and align
    their interests with those of the shareholders.  Accordingly, it was determined to offer deferred stock units
    that would vest over a four-year period in exchange for the outstanding 2000 stock options based on Black-Scholes
    valuations of the stock options.  The voluntary exchange offer was completed in November 2001.  Regular option
    grants will resume in mid-2002.

    Summary

         The Committees' compensation actions for 2001 reflect the continued volatility of the energy industry and
    the Companies' performance in 2001.  No salary merit increases for 2001 were approved for the Executive Officers
    at Edison International and SCE.  However, the sustained effort during the year at every Edison International
    company that produced a path to financial recovery was recognized by the Committees through the annual incentive
    award process.

         The members of the Committees believe that the compensation programs of the Companies are effective in
    attracting and retaining qualified executives to lead the Companies.  A significant portion of Executive Officer
    compensation is directly linked to shareholder value.  The Committees will continue to monitor closely the
    effectiveness and appropriateness of each of the components of compensation to reflect changes in the business
    environment of the Companies.

    Page 33

                              Compensation and Executive Personnel Committees of the Edison
                                                  International and SCE
                                                   Boards of Directors*
                                                   --------------------
                          Robert H. Smith (Chair)              Charles D. Miller
                          Luis G. Nogales                      James M. Rosser
                          Thomas C. Sutton

    *    Dr. Zapanta served as a member of the Committees for part of 2001, but ceased to be a Committee member on
         July 19, 2001, and a Board member on October 31, 2001.  He did not participate in decisions of the
         Committees from June 2001 after becoming incapacitated, including deliberations regarding the stock option
         exchange offer and the determination of annual incentives for 2001 performance.

                                     COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEES'
                                           INTERLOCKS AND INSIDER PARTICIPATION

         Dr. Zapanta ceased to be a member of the Compensation Committees on July 19, 2001.  The other Compensation
    Committees members whose names appear on the Committees' Report above were members of the Compensation Committees
    during all of 2001.  During 2001, Messrs. Danner and Craver served as directors of Edison Mission Energy and
    Edison Capital, both nonutility subsidiaries of Edison International.  Mr. Bryson is Chairman of the Board of
    both subsidiaries, but his compensation is determined by the Edison International Compensation Committee, not the
    subsidiaries' boards.  Under applicable SEC rules, there were no other interlocks or insider participation on the
    Compensation Committees.

                                          CERTAIN RELATIONSHIPS AND TRANSACTIONS

         Mr. Olson is a Senior Partner of the law firm of Munger, Tolles and Olson which provided legal services to
    Edison International, SCE, and/or their subsidiaries in 2001.  Such services are expected to continue to be
    provided in the future.  Edison International and its subsidiaries paid Munger, Tolles and Olson an aggregate
    amount of $11,354,870 in 2001 for legal services.

         In 2001 to date, Deloitte Consulting Services, LLC, has provided various consulting services to Edison
    International and SCE, and such services are expected to continue to be provided in the future.  Mr. John Danner,
    brother of Bryant C. Danner, provided consulting services on an Edison International project pursuant to a
    retainer consulting agreement with Deloitte.  The aggregate amount paid by Edison International for that project
    in 2001 to date was $1,408,365; and, Mr. Danner received an aggregate amount of $261,750 for consulting services
    provided for the project.

         Edison International, SCE, and Edison Mission Midwest Holdings Co., an indirect nonutility subsidiary of
    Edison International, have maintained credit facilities under which certain affiliated companies of J. P. Morgan
    Chase & Company (collectively, "JPMorgan"), the beneficial owner of 5.6% of Edison International's Common Stock,
    acted as administrative agents and participated as lenders.  Under a syndicated credit facility for Edison
    International, JPMorgan provided loans of approximately $149 million that were repaid during 2001.  That credit
    facility has been terminated.  Under syndicated and bilateral credit agreements, JPMorgan provided loans of
    approximately

    Page 34

    $530 million to SCE that were repaid in 2002 and replaced with new credit facilities under which JPMorgan has
    provided loans of approximately $197 million which are currently outstanding.  Under a credit agreement with
    Edison Mission Midwest, JPMorgan provided loans of approximately $1.8 million, of which $1.7 million is currently
    outstanding.  In connection with the various credit facilities, Edison International and SCE paid JPMorgan an
    aggregate of $8,816,683 in commitment fees, arrangement fees, and consent fees during 2001 and 2002, and Edison
    Mission Midwest paid JPMorgan an aggregate of $5,406,930 in facility fees in 2001 and 2002, and pays $50,000
    annually in agency fees.  A portion of those fees may have been distributed by JPMorgan to other agents and
    syndicate lenders under the credit facilities.  On an unrelated matter, JPMorgan received $500,000 in fees for
    facilitating the sale of a substantial portion of the business of Edison Source, an Edison International
    nonutility subsidiary, during 2001.

         Edison International and SCE believe that any transactions described above are comparable to those which
    would have been undertaken under similar circumstances with nonaffiliated entities or persons.

                                               OTHER MANAGEMENT TRANSACTIONS

         During 1997, Edison International loaned Robert G. Foster $160,000 interest-free in connection with his
    purchase of a principal residence following his relocation from SCE's Sacramento Region Office to the Southern
    California Metropolitan area.  Under the terms of the loan, one-seventh of the original principal amount was
    forgiven in 1997, and one-seventh will be forgiven each year thereafter if Mr. Foster remains employed with an
    Edison International affiliate.  As of February 28, 2002, a principal balance of $22,857 remained outstanding.
    If Mr. Foster's employment terminates before the end of the loan term, the remaining principal balance owing will
    be due and payable.  Interest will accrue on any remaining principal balance at the Bank of America Prime
    Interest Rate after 90 days.

                                                 CERTAIN LEGAL PROCEEDINGS

         In October 2000 and March 2001, two purported class action lawsuits were filed in federal district court in
    Los Angeles, California against Edison International and SCE and certain of their officers, including Messrs.
    Bryson and Craver, and Thomas M. Noonan, Vice President and Controller of Edison International and SCE.  The
    actions involve securities fraud claims arising from alleged improper accounting by Edison International and SCE
    for undercollections in SCE's Transition Revenue Account, or TRA undercollections. On August 3, 2001, the
    plaintiffs filed a consolidated complaint on behalf of alleged shareholders of Edison International.  The
    consolidated complaint alleges that the defendants engaged in securities fraud by misrepresenting and/or failing
    to disclose material facts concerning the financial condition of Edison International and SCE, including that the
    defendants allegedly overreported income and improperly accounted for the TRA undercollections.  The TRA is a
    California Public Utilities Commission-authorized regulatory asset account in which SCE records the difference
    between the revenues received from customers through currently frozen rates and the costs of providing service to
    customers, including power procurement costs.  The complaint purports to be filed on behalf of a class of persons
    who purchased Edison International stock between July 21, 2000, and April 17, 2001.  Plaintiffs seek damages, in
    an unstated amount, in connection with their purchase of securities during the class period.  On September 17,
    2001, the defendants filed a motion to dismiss for failure to state a claim.  On March 8, 2002, the court issued
    an order granting the motion and dismissing the complaint with prejudice as to all defendants.  Plaintiffs could
    appeal this ruling to the Ninth Circuit Court of Appeals.

    Page 35

                                         FIVE-YEAR STOCK PERFORMANCE GRAPH(1) (2)

         The graph below compares the annual change in the cumulative total shareholder return on the Edison
    International Common Stock with the cumulative total return of companies in the Standard and Poor's 500 Stock
    Index and the Dow Jones U.S. Electric Utilities Index (also known as the Dow Jones U.S. Total Market Electric
    Utilities Index).(3)  The S&P 500 Index is published daily in The Wall Street Journal.  The Dow Jones U.S.
    Electric Utilities Index contains 66(4) United States investor-owned power companies and is published daily by
    Dow Jones & Company.  Edison International is included in both the S&P 500 Index and the Dow Jones U.S. Electric
    Utilities Index.

                                                                       Cumulative Total Return
                                                                       -----------------------
                                                    12/96      12/97      12/98       12/99      12/00      12/01
                                                    -----      -----      -----       -----      -----      -----
    Edison International                           100.00     142.43      151.53     147.13       92.72      89.60
    Standard & Poor's 500 Index                    100.00     133.36      171.47     207.56      188.66     166.24
    Dow Jones U.S. Electric Utilities Index        100.00     128.98      148.22     126.42      200.05     158.79

    ---------------
    (1)  SEC filings sometimes "incorporate information by reference."  This means the Companies are referring you to
         information that has previously been filed with the SEC, and that this information

    Page 36

         should be considered as part of the filing you are reading.  Unless Edison International or SCE specifically
         states otherwise, this graph shall not be deemed to be incorporated by reference and shall not constitute
         soliciting material or otherwise be considered filed under the Securities Act or the Securities Exchange Act.

    (2)  The historical stock performance depicted on the graph is not necessarily indicative of future performance.
         The Companies do not make or endorse any predictions as to future stock performance or dividends.  The
         quarterly dividends customarily paid on January 31, April 30, July 31, and October 31 were not declared for
         2001 and the quarterly dividends customarily paid on January 31 were not declared for 2002 by the Edison
         International Board.  This proxy statement is not to be considered material for soliciting the purchase or
         sale of either Companies' stock.

    (3)  In February 2000, Dow Jones launched a new U.S. Equity Index series which replaced all of its prior index
         series including the Dow Jones Electric Utilities Index previously used for this graph.  The new series
         covers 95% of the U.S. equity market and replaces the previous series that covered 80% of the equity
         market.  Additionally, the industry classification system was restructured.  The net result of these changes
         is that all U.S. indices will show differences when compared to the indices used prior to 2000.

    (4)  As of December 31, 2001.

    (5)  Ex-dividend dates have been used to determine the number of dividends included in Edison International's
         cumulative total return calculation.  The ex-dividend date occurs a few days prior to the record date for
         each dividend payment, and is the date on which the stock begins trading at a price that does not include
         the dividend.  Edison International had three ex-dividend dates in 1999 even though shareholders received
         four dividend payments in that year.  In 2000, there were four ex-dividend dates and four dividend
         payments.  For purposes of calculating the adjusted cumulative total return presented in the following
         table, four ex-dividend dates were used for each year starting in 1997 through 1999, and three ex-dividend
         dates were used in 2000.  The adjusted calculation for 2000 includes only three ex-dividend dates since the
         Board did not declare the dividend customarily paid on January 31, 2001.  As noted in footnote (2) above,
         there were no dividends declared by the Edison International Board for each of the four quarters of 2001.

                                                Adjusted Cumulative Total Return
                                                --------------------------------
                             12/96          12/97        12/98        12/99        12/00        12/01
                             -----          -----        -----        -----        -----        -----
                            $100.00        $142.43      $151.53      $148.65      $92.67       $89.56

    Page 37

                                                AUDIT COMMITTEES' REPORT(1)

         The Edison International and SCE Audit Committees have certain duties and powers as described in their
    charters.  In 2001, the SCE Audit Committee revised its charter which was approved by the SCE Board on
    December 13, 2001, and is attached to this Proxy Statement as Appendix A.  The Edison International Audit
    Committee Charter approved by the Edison International Board on December 14, 2000, remained unchanged.  The Audit
    Committees are currently composed of the same five non-employee directors named at the end of this report and are
    independent as defined by the rules of the stock exchanges on which the Companies are listed.

         Management is responsible for the Companies' internal controls and the financial reporting process,
    including the integrity and objectivity of the financial statements.  The independent accountants are responsible
    for performing an independent audit of the Companies' financial statements in accordance with generally accepted
    auditing standards and to issue a report thereon.  The Committees monitor and oversee these processes.  The
    Committees' members are not accountants or auditors by profession and, therefore, have relied on certain
    representations from management and the independent accountants about the carrying out of their respective
    responsibilities.

         In connection with the December 31, 2001, financial statements, the Audit Committees:

         o   reviewed and discussed the audited financial statements with Company management;

         o   discussed with Arthur Andersen LLP, the Companies' independent public accountants for calendar year
             2001, the matters required by Statement on Auditing Standards No. 61 (Communication with Audit
             Committees); and

         o   received the written disclosures required by Independence Standards Board Standard No. 1 (Independence
             Discussions with Audit Committees) and discussed with Arthur Andersen its independence from the
             Companies.

         Based upon these reviews and discussions, the Edison International and SCE Audit Committees recommended to
    their respective Boards of Directors that the audited financial statements be included in the Edison
    International and SCE 2001 Annual Reports on Form 10-K to be filed with the SEC.

                                                Audit Committees of the
                                              Edison International and SCE
                                                  Boards of Directors
                                                  -------------------
                            Daniel M. Tellep (Chair)           Robert H. Smith
                            Carl F. Huntsinger                 Thomas C. Sutton
                            Charles D. Miller

    ---------------------
    (1)  SEC filings sometimes "incorporate information by reference."  This means the Companies are referring you to
         information that has previously been filed with the SEC, and that this information should be considered as
         part of the filing you are reading.  Unless Edison International or SCE specifically states otherwise, this
         report shall not be deemed to be incorporated by reference and shall not constitute soliciting material or
         otherwise be considered filed under the Securities Act or the Securities Exchange Act.

    Page 38

                                            INDEPENDENT PUBLIC ACCOUNTANT FEES

         The following table sets forth the aggregate fees billed to Edison International (consolidated total
    including Edison International and its subsidiaries) and SCE, respectively, for the fiscal year ended
    December 31, 2001, by Arthur Andersen:

                                                                  Edison International
                                                                           and
                                                                      Subsidiaries               SCE
                                                                         ($000)                 ($000)
                                                                         ------                 ------

              Audit Fees                                                  4,566                 1,341
              ---------------------------------------------------------------------------------------
              Financial Information Systems Design
                and Implementation Fees                                     214                    --
              ---------------------------------------------------------------------------------------
              All Other Fees:
                Tax                                                       3,564                   537
                Audit-Related                                               714                   210
                Advisory:
                   Support Work Related to the
                     California Energy Crisis and
                     California Regulatory Issues                         4,838                 4,838
                   Benefit Plan Review                                      790                    --
                   Other Advisory                                         1,696                 1,084
                                                                        -------                 -----
              Total All Other Fees                                       11,602                 6,669
              ---------------------------------------------------------------------------------------

                                          INDEPENDENT PUBLIC ACCOUNTANTS FOR 2002

         The Edison International and SCE Boards have selected Arthur Andersen LLP as the Companies' independent
    public accountants for calendar year 2002.  Arthur Andersen is an international public accounting firm which
    provides leadership in public utility accounting matters.  The Audit Committees of the Boards of Directors have
    considered whether the provision of the non-audit services described above is compatible with maintaining Arthur
    Andersen's independence.

         Representatives of Arthur Andersen are expected to attend the annual meeting to respond to appropriate
    questions and to make a statement if they wish.

                                         SHAREHOLDER PROPOSALS AND NOMINATIONS FOR
                                                   2003 ANNUAL MEETINGS

         To be considered for inclusion in the 2003 proxy statement, shareholder proposals for the Edison
    International and SCE 2003 annual meetings must be received by December 5, 2002.

         Shareholders intending to bring any other business before an annual meeting, including Director nominations,
    must give written notice to the Edison International or SCE Secretary, as the case may be, of the business to be
    presented.  The notice must be received at Company offices within the periods, and

    Page 39

    with the information and documents, specified in the Bylaws.  A copy of the Bylaws may be obtained by writing to
    the Edison International or SCE Secretary.

         Assuming that the 2003 annual meetings of shareholders are held on May 15, 2003, as currently specified by
    the Bylaws, the period for the receipt by the Edison International or SCE Secretary of written notice of other
    business to be brought by shareholders before the 2003 annual meetings of shareholders, including Director
    nominations, will begin on October 7, 2002, and end on December 5, 2002.

                                      AVAILABILITY OF FORM 10-K AND OTHER INFORMATION

         The Edison International and SCE 2001 Annual Reports on Form 10-K, including the financial statements and
    the financial statement schedules but excluding other exhibits, will be furnished without charge to shareholders
    upon written request.  These reports are expected to be available for distribution after March 31, 2002.

         A copy may be requested by writing to:

                                                   Ms. Betty Hutchinson
                                           Law Department, Corporate Governance
                                     Edison International (or SCE, as the case may be)
                                          2244 Walnut Grove Avenue, P. O. Box 800
                                                Rosemead, California 91770

                                                  OTHER PROPOSED MATTERS

         The Edison International and SCE Boards were not aware by December 20, 2001 (the latest date for
    shareholders to provide advance notice of business intended to be presented at the annual meeting) of any other
    matters which can properly be presented for action at the annual meeting.

         If any other matters should properly come before the annual meeting, including matters incident to the
    conduct of the annual meeting, the proxies will vote the shares in accordance with their judgment.  Discretionary
    authority to do so is included in the proxies.

    Dated:  April 4, 2002

                                                                  For the Boards of Directors,

                                                                  /s/ BEVERLY P. RYDER
                                                                  BEVERLY P. RYDER, Vice President
                                                                  and Secretary, Edison International,
                                                                  Secretary, Southern California Edison Company

    Page 40

                                                        APPENDIX A

                                            SOUTHERN CALIFORNIA EDISON COMPANY
                                          CHARTER FOR THE AUDIT COMMITTEE OF THE
                                                    BOARD OF DIRECTORS

                                             Adopted by the Board of Directors
                                                     December 13, 2001

    Membership

         The Audit Committee ("Committee") of the Board of Directors ("Board") shall consist of not less than four
    nor more than seven members of the Board.  Each Committee member shall be appointed by the Board and shall serve
    until a successor shall be appointed by the Board.  The Board shall designate one of the Committee members as
    Chair ("Chair") who shall preside over meetings of the Committee and report Committee actions to the Board.

         Each member of the Committee shall be (i) independent as determined pursuant to the listing standards of any
    stock exchange on which the Company is listed, subject to any exceptions provided in such standards; and
    (ii) financially literate as determined by the Board, which shall mean at a minimum able to read and understand
    fundamental financial statements including a balance sheet, income statement, and cash flow statement, or become
    financially literate within a reasonable time after appointment.  At least one member shall have accounting or
    related financial management expertise as determined by the Board, which shall mean at a minimum past employment
    experience in finance or accounting, requisite professional certification in accounting, or any other comparable
    experience or background resulting in the individual's financial sophistication, including being or having been a
    chief executive officer, chief financial officer or other senior officer with financial oversight
    responsibilities.

    Meetings and Other Actions

         At least four regular meetings per year shall be held with the Company's independent public accountants, one
    of which shall be held at the completion of the annual audit and before the Company's annual financial statements
    are published, and three of which shall be scheduled at the direction of the Chair.  Additional meetings may be
    requested by any Committee member.  Regular meetings normally shall be attended by the Company's chief executive
    officer, chief financial officer, chief accounting officer, chief legal officer, and chief internal auditor and
    representatives of the independent public accountants retained by the Company.  The Committee may meet in
    executive session at its discretion.  Representatives of management, the independent public accountants, and the
    chief internal auditor each shall be given the opportunity to meet privately with the Committee.

         A majority of the members of the Committee shall constitute a quorum for the transaction of business.
    Meetings shall be held at the principal offices of the Company or as directed by the Chair.

         The Company's Secretary shall keep, or appoint an appropriate employee of the Company to keep, regular
    minutes of all Committee proceedings.  The minutes of each meeting shall be reviewed and approved by legal
    counsel and the Chair.  The approved minutes shall become a permanent corporate record maintained by the
    Company's Secretary.  A report on the Committee's activities shall be provided to the Board after each meeting.

    A-1

         Unless otherwise provided in this Charter, the meetings and any other actions of the Committee shall be
    governed by the provisions of Article III of the Bylaws of the Company applicable to meetings and actions of the
    Board.

    Duties and Responsibilities

         The Committee shall exercise the following powers and duties at least annually:

             1.   Recommend to the Board the appointment of the Company's independent public accountants. The Board
                  and the Committee shall have the ultimate authority and responsibility to select, evaluate and,
                  where appropriate, replace the independent public accountants, who shall be ultimately accountable
                  to the Board and the Committee.

             2.   Ensure that the independent public accountants submit to the Committee a formal written statement
                  delineating all relationships between such accountants and the Company, including information
                  required by Independence Standards Board Standard No. 1.  Review any disclosed relationships and
                  the scope of the professional services performed or to be performed by the independent public
                  accountants as well as the related fees and consider the possible effect that these services could
                  have on the independence of such accountants.  Actively engage in a dialogue with the independent
                  public accountants with respect to any disclosed relationships or services that may impact the
                  objectivity and independence of such accountants and recommend to the Board, if necessary, that
                  appropriate action be taken in response to such accountants' report to satisfy itself of and
                  otherwise oversee the accountants' independence.

             3.   Review the independent public accountants' and internal auditors' evaluations of the adequacy of
                  the Company's internal controls, and the extent to which major recommendations made by the
                  independent public accountants and the Company's chief internal auditor have been implemented by
                  management.

             4.   Review with management the audit plans of the independent public accountants and the Company's
                  internal auditors in light of current and contemplated business activities.

             5.   Review with the independent public accountants, upon completion of their audit, the Company's
                  year-end audited financial statements and related notes, including the matters required to be
                  discussed by Statement on Auditing Standards No. 61, the results of their examination, any report
                  or opinion proposed to be rendered in connection therewith and any unresolved disagreements with
                  management concerning accounting or disclosure matters.

             6.   Review information provided by management on issues such as litigation and regulatory proceedings,
                  environmental compliance, health and safety compliance, information technology security, and legal
                  compliance.

             7.   Review information provided by the chief internal auditor and management regarding business ethics
                  monitoring and internal auditing programs.

             8.   Review and discuss with management the Company's year-end audited financial statements.

    A-2

             9.   Recommend to the Board that the year-end audited financial statements be included in the Company's
                  Annual Report on Form 10-K.

            10.   Review and reassess the adequacy of the Committee charter.

            11.   Provide a report in the Company's proxy statement when required by the Securities and Exchange
                  Commission.

         In addition, the Committee shall exercise the following duties and responsibilities at its discretion:

             1.   Request the independent public accountants, the Company's chief internal auditor or management to
                  conduct any reviews or studies considered necessary.  As deemed appropriate by the Committee, it
                  shall direct and supervise an investigation into any matter within the scope of its duties and
                  responsibilities.  In connection with any such investigation, the Committee shall have the
                  authority to utilize the Company's internal audit staff and to employ outside counsel or
                  consultants at Company expense.

             2.   Perform such additional functions as are necessary or prudent to fulfill the Committee's duties and
                  responsibilities.

         While the Committee has the duties and powers set forth in this Committee charter, it is not the duty of the
    Committee to conduct audits or carry out its own independent analyses for purposes of determining that the
    Company's financial statements are complete and accurate and are in accordance with generally accepted accounting
    principles.  This is the responsibility of management and the independent public accountants.  Nor is it the duty
    of the Committee to conduct investigations, to resolve disagreements, if any, between management and the
    independent public accountants or to assure compliance with laws and regulations and the Company's Standards of
    Conduct.

    A-3

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    Proxy/Voting Instruction Card

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    JOHN E. BRYSON and THEODORE F. CRAVER, JR. are hereby appointed proxies of the undersigned with full power of
    substitution to vote all shares of stock the undersigned is entitled to vote at the annual meeting of
    shareholders of Southern California Edison Company to be held at the DoubleTree Hotel Ontario, 222 N. Vineyard
    Avenue, Ontario, California, on May 14, 2002, at 10:00 a.m., Pacific Time, or at any adjournment or postponement
    of the meeting, with all the powers and discretionary authority the undersigned would possess if personally
    present at the meeting on the matter listed below.

    The shares will be voted as indicated on this card.  In addition, the appointed proxies may vote in their
    discretion on such other matters as may properly come before the meeting.

    Southern California Edison Company Directors recommend a vote:

    "FOR" all Nominees

    Check this box to cast your vote in accordance with the
    recommendation of Southern California Edison Company Directors:                                  [__]

    ---------------------------------------------------------------------------------------------
    Southern California Edison Company Directors recommend a vote "FOR" all Nominees.

    1.  Election of Directors  [__] FOR ALL NOMINEES, except as noted below         [__]  WITHHOLD AS TO ALL NOMINEES

                                   [__] A.J. Fohrer     [__]      B.M. Freeman            [__]     J.C. Hanley
                                   [__] B. Karatz       [__]      L.G. Nogales            [__]     R.L. Olson
                                   [__] J.M. Rosser     [__]      R.T. Schlosberg, III    [__]     R.H. Smith
                                   [__] T.C. Sutton     [__]      D.M. Tellep

    If applicable, click the option box:

                                        [__]    Mark here if you plan to attend the annual meeting.

                                        [__]    If you receive more than one set of Proxy Materials at the address shown on
                                                this proxy card and have no need for the extra copies, please mark here.
                                                Proxy cards will continue to be mailed to this account.  Please make sure that
                                                at least one account continues to receive these materials.

                                        [__]    If you wish to receive shareholder communications including Proxy Statements
                                                and Annual Reports via the Internet as described in the Proxy Statement,
                                                please mark here.

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                                               2002 TELEPHONE VOTING SCRIPT

                                   TOLL FREE FROM THE U.S. AND CANADA: 1-877-PRX-VOTE OR 1-877-779-8683
                                        CALL COLLECT FROM OUTSIDE THE U.S. AND CANADA: 201-536-8073

    1.     Welcome to the electronic voting system. Please have your proxy card or voting instruction sheet or ballot
           available before voting.

    2.     Enter the Voter Control Number as it appears on the card followed by the pound sign.

           One moment please while we verify your information.

    3.     Enter the last four digits of the U.S. social security number or the U.S. taxpayer identification number
           for this account followed by the pound sign.

    4.     The company that you are voting is Southern California Edison Company.

    5.     Your vote is subject to the same terms and authorizations as indicated on the proxy card. It also
           authorizes the named proxies to vote according to the instructions at the meeting of the stockholders.

    6.     To vote the proposal in accordance with the recommendations of the Board of Directors, press 1. If you
           wish to vote on the proposal, press 2.
           If 1, go to 8.
           If 2, go to 7.

    7.     Item # 1.  To vote for all nominees press 1. To withhold from all nominees press 2. To withhold from
           individual nominees press 3.
           If 1, go to 8.
           If 2, go to 8.
           If 3, go to Director Exception.

                      Director Exception

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                      followed by the pound key. Or, if you have completed voting on directors, press the pound key
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    11.    You have cast your vote as follows:

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