DEF 14A 1 sceproxy2003.htm JOINT EIX AND SCE PROXY STATEMENT

                                                 SCHEDULE 14A INFORMATION

                                     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
    [ ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
    [ ]  Definitive Additional Materials
    [ ]  Soliciting Material Pursuant to sec. 240.14a-11(c) or sec.240.14a-12

                                                     Southern California Edison Company
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                           (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Payment of Filing Fee (Check the appropriate box):

    [X]  No fee required.
    [ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 purtuant to Exchange Act Rule 0-11 (set
    forth the amount on which the filing fee is calculated and state how it was determined)
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         (4) Proposed maximum aggregate value of transaction:
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         (5) Total fee paid:
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    [ ]  Fee paid previously with preliminary materials.
    ------------------------------------------------------------------------------
    [ ]  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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                                                      LOGO SUNBURST
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                                                   EDISON INTERNATIONAL

                                                            AND

                                            SOUTHERN CALIFORNIA EDISON COMPANY

                                      JOINT NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

                                                            AND

                                                   JOINT PROXY STATEMENT

                                                      ANNUAL MEETINGS
                                                       May 15, 2003

    -------------------------------------------------------------------------------------------------------------------

    EDISON INTERNATIONAL LOGO                                                  SOUTHERN CALIFORNIA EDISON COMPANY LOGO

                                                                                                       April 7, 2003

    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 Thursday, May 15, 2003, at the Hyatt Regency Long
    Beach, 200 South Pine Avenue, Long Beach, California, at 10:00 a.m., Pacific Time.

             Your voting instructions are enclosed, and the applicable 2002 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 company activities, and shareholders of
    Edison International and SCE will elect Directors who will oversee company affairs until the next annual
    meetings.  Also at the meetings, Edison International shareholders will have the opportunity to vote on a
    shareholder proposal regarding the shareholder rights agreement.

             Your Boards of Directors and Management recommend that you vote "FOR" the nominees for Directors listed
    in the Joint Proxy Statement.  For reasons stated in the Joint Proxy Statement, the Edison International Board of
    Directors and Management recommend that you vote "AGAINST" the shareholder proposal.

             Whether or not you expect to attend the annual meetings, and regardless of the number of shares you own,
    your vote is important.  If you hold shares in both Edison International and SCE, you will receive a proxy or
    voting instruction card for each company.  Certain shareholders also have 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.

             Please take the first opportunity to ensure that your shares are represented at the annual meetings.
    Voting promptly will save your Companies the cost of additional solicitations.

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

                                                                  Sincerely,

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

    EDISON INTERNATIONAL LOGO                                                   SOUTHERN CALIFORNIA EDISON COMPANY LOGO

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

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

    Date:      Thursday, May 15, 2003

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

    Place:     Hyatt Regency Long Beach
               200 South Pine Avenue
               Long Beach, California 90802

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

           o   Election of 11 Directors to the Edison International Board and 12 Directors to the SCE Board.  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

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

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

    Matter to be voted upon by Edison International shareholders only:

           o   Shareholder proposal regarding the shareholder rights agreement.

           Your Boards of Directors and Management recommend that you vote "FOR" the nominees for Directors listed in
    the Joint Proxy Statement.  The Edison International Board of Directors and Management recommend that you vote
    "AGAINST" the shareholder proposal.

    Record Date:                 Shareholders of record at the close of business on March 17, 2003, 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 Stock Savings
                                 Plus Plan for employees, 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 9:00 p.m. Pacific Time, May 14,
                                 2003, except for Stock Savings Plus Plan shareholders who must vote by 2:00 p.m.,
                                 Pacific Time, on May 12, 2003.  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:           Edison International and SCE are electronically delivering their Proxy Statements
                                 and Annual Reports for annual and special shareholders' meetings to certain
                                 shareholders.  If you hold Edison International shares through the 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 are delivering these documents to you electronically.  If you are a registered
                                 shareholder and/or Stock Savings Plus Plan shareholder who does not have a
                                 company-assigned E-mail address, and you previously have elected to receive these
                                 documents electronically, we also are delivering these documents to you
                                 electronically.  The Edison International and SCE Joint Proxy Statement for the
                                 annual meetings, and the respective 2002 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 the 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.

    Page 2

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

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

           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
               or domestic partners; 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 7, 2003

                                                              For the Boards of Directors,

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

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                                                       IMPORTANT
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             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.
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    Page 3

                                                     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.......................................................7
    Election of Directors, Nominees for Election...................................................................8
    Board Committees and Subcommittees............................................................................10
    Board Meetings and Attendance.................................................................................14
    Director Compensation.........................................................................................14
    Stock Ownership of Directors and Executive Officers...........................................................18
    Section 16(a) Beneficial Ownership Reporting Compliance.......................................................19
    Stock Ownership of Certain Shareholders.......................................................................20
    Executive Compensation........................................................................................22
         Summary Compensation Table...............................................................................22
         Option/SAR Grants in 2002................................................................................24
         Aggregated Option/SAR Exercises in 2002 and FY-End Option/SAR Values.....................................26
         Long-Term Incentive Plan Awards in Last Fiscal Year......................................................27
         Pension Plan Table.......................................................................................29
         Other Retirement Benefits................................................................................30
         Employment Contracts and Termination of Employment Arrangements..........................................31
    Compensation and Executive Personnel Committees' Report on Executive Compensation.............................32
    Compensation and Executive Personnel Committees' Interlocks and Insider Participation.........................36
    Certain Relationships and Transactions........................................................................36
    Other Management Transactions.................................................................................37
    Five-Year Stock Performance Graph.............................................................................38
    Change in Certifying Accountant...............................................................................39
    Audit Committees' Report......................................................................................40
    Independent Accountant Fees...................................................................................41
    Independent Accountants for 2003..............................................................................42
    To be Voted on by Edison International Shareholders Only:  Shareholder Proposal
         On Shareholder Rights Agreement..........................................................................43
    Recommendation of Your Board of Directors Against Item 2......................................................44
    Shareholder Proposals and Nominations for 2004 Annual Meetings................................................46
    Corporate Governance Practices................................................................................46
    Availability of Form 10-K and Other Information...............................................................46
    Other Proposed Matters........................................................................................47

                                                     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 2002 Annual Reports are being
    distributed together beginning April 7, 2003, to the Edison International and Southern California Edison Company
    shareholders for their annual meetings.  The annual meetings will be held jointly on Thursday, May 15, 2003, at
    the Hyatt Regency Long Beach, 200 South Pine Avenue, Long Beach, 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   "Companies" means Edison International and SCE.

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

         o   "Executive Officers" of Edison International and SCE means their respective Chairman of the Board, Chief
             Executive Officer, President, any Vice President in charge of a principal business unit, division or
             function, and any other person who performs a similar significant policy-making function, including
             Executive Officers of any Edison International or SCE subsidiaries, for the reporting period or as of the
             date covered by this Proxy Statement.

         o   "SCE" means Southern California Edison Company.

         o   "SSPP" means the 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.

                                  QUESTIONS AND ANSWERS ON VOTING, PROXIES AND ATTENDANCE

    Q:   What am I voting on?

    A:   Edison International and SCE shareholders are voting on the election of 11 Directors for Edison
         International and 12 Directors for SCE, respectively, and any other matters properly brought before the
         meeting.  Additionally, Edison International shareholders will vote on a shareholder proposal regarding the
         shareholder rights agreement.  The election of Directors is Item 1 on your proxy card.  The shareholder
         proposal is Item 2 on the Edison International proxy card.

    Q.   Who can vote?

    A.   All shareholders of record at the close of business on March 17, 2003, 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 (shares held in street name) may 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 by the plan trustee in its capacity as the Edison
         International stock fund investment manager, subject to each participant's instructions.  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 or domestic partners 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.  Please bring your pass with you to present
         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 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.

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    Q:   How do I vote?

    A:   Your vote is important.  You can save us the expense of a second mailing by voting promptly.  Please follow
         the appropriate instructions described below.

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

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

             o    Vote 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.

             o    Vote via the Internet:        Access the Edison International Internet voting site
                                                http://www.eproxyvote.com/eix
                                                Access the SCE Internet voting site
                                                http://www.eproxyvote.com/sce

         Registered shareholders have a fourth option to cast their vote:

             o    Vote by ballot                Attend the Annual Meeting and complete a written ballot
                  at the meeting:               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, or if you vote via the Internet, you will receive
         additional instructions at the Internet site.  Voting by telephone and via the Internet is available
         24 hours a day, seven days a week, through 9:00 p.m., Pacific Time, May 14, 2003, except for SSPP
         shareholders who must vote by 2:00 p.m., Pacific Time, on May 12, 2003.

         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 Edison International 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, please refer to the proxy card or other information forwarded by your
         bank, broker or other holder of record to see which options are available.  Typically, you may provide
         voting instructions as follows:

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

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

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

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         Under California law, you or your authorized attorney-in-fact may transmit a proxy by telephone or via the
         Internet.  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 return your proxy or vote by mail and do not indicate how you wish to vote on the shareholder
         proposal, the proxies and SSPP trustee will vote "AGAINST" the shareholder proposal (Item 2).  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.  If you enter your control number by
         telephone or on the Internet and do not indicate how you wish to vote on the shareholder proposal, your
         shares will not be voted on the proposal.

    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 Edison International stock fund investment
         manager 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, your shares will not be voted on that item and will be treated
         as 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 2:00 p.m., Pacific Time, on May 12, 2003.

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

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

    A:   As of the record date, March 17, 2003, Edison International had 325,793,886 shares of Edison International
         Common Stock outstanding and entitled to vote.  SCE had 5,150,198 shares of

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         Cumulative Preferred Stock, 1,557,000 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 325,793,886 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 3,114,000 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 468,903,292 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 (or not 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.

    Q:   What vote is required to adopt the proposals 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 the 12 nominees receiving the highest number
         of affirmative or "for" votes will be elected as Directors of SCE.  Votes withheld for any of the nominees,
         abstentions and broker nonvotes will have the effect of reducing the number of affirmative votes a candidate
         might otherwise have received.  On Item 2, the Shareholder Proposal On Shareholder Rights Agreement, the
         following two votes must be obtained to adopt the proposal:  (i) the affirmative vote of a majority of the
         Edison International votes cast at the meeting, and (ii) the affirmative vote of at least a majority of the
         votes required to constitute a quorum.  In determining whether the first vote under (i) has been obtained,
         abstentions and broker nonvotes are not treated as votes cast and therefore will not affect the vote.  That
         is, the percentage of votes cast can only be increased or decreased by casting votes for or against the
         proposal, respectively.  In determining whether the second vote under (ii) has been obtained, abstentions
         and broker nonvotes will have the effect of votes cast against the proposal.  That is, abstentions and
         broker nonvotes will reduce the number of affirmative votes, and therefore reduce the total percentage of
         votes, the proposal 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 proxy card for each of the
         Companies.  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

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         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 will this proxy solicitation cost?

    A:   Edison International and SCE have retained D.F. King & Co., Inc. to assist them with the solicitation of
         proxies for a maximum fee of $35,000, plus expenses.  (This fee does not include the costs of printing and
         mailing the proxy materials.)  Edison International and SCE will pay these 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 applicable to certain employees.  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 for obtaining voting instructions.

    Q:   Whom may I call with any questions?

    A:   You may call Wells Fargo Shareholder Services at 800-347-8625 or visit their World Wide Web site at
         http://www.wellsfargo.com/com/shareowner_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.  The Edison International Board recommends that Edison International shareholders vote
         against the shareholder proposal.

                                    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.

         If through the date of the Annual Meeting, you decide you want a separate copy of this Joint Proxy Statement
    or the applicable 2002 Annual Report, Edison International or SCE will promptly deliver your

    Page 6

    separate copy if you contact the SCE Law Department, Corporate Governance, 2244 Walnut Grove Avenue, P. O. Box
    800, Rosemead, California 91770 or at 626-302-2662.  At any time after the Annual Meeting, 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, Minnesota, 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.  After the Annual Meeting, you may request householding of these
    documents, by providing Wells Fargo Bank at the address provided directly above with a written request to
    eliminate multiple mailings.  The written request must include names and account numbers of all shareholders
    consenting to householding for a given address and must be signed by those shareholders.

         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 2002 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 2002 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 Meeting by contacting the 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 Meeting 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, Minnesota, N.A., P. O. Box 64856, St. Paul, Minnesota 55164-0856 or at
    800-347-8625.  You may also request paper copies of the proxy materials from the date you receive this Proxy
    Statement through the date of the applicable Annual Meeting by contacting the 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 Meeting by contacting Edison International, Investor Relations, 2244 Walnut Grove Avenue, P. O. Box 999,
    Rosemead, California 91770 or at 626-302-1937.

    Page 7

         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 fees or charges 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 Board and twelve Directors will be elected to
    the SCE Board 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. Fohrer who is a
    nominee for the SCE Board only.  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 SCE
    (since January 1, 2003); 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 (2000-2002); 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 was a Director of SCE from 1990 through
    1999, and from January 1, 2003 to date.  He is a Director of The Boeing Company, Pacific American Income Shares,
    Inc. & Western Asset Funds, Inc., and The Walt Disney Company.  Mr. Bryson is a graduate of Stanford University
    and Yale Law School.  Age 59.

    ALAN J. FOHRER*
    Chief Executive Officer of SCE (since January 1, 2003); Chairman of the Board and Chief Executive Officer of SCE
    (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 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 52.

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

    Page 8

    BRADFORD M. FREEMAN
    Founding Partner, Freeman Spogli & Co. (private investment company) (since 1983)
    Mr. Freeman has been a Director of Edison International and SCE since 2002.  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 61.

    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
    Chairman of the Research and Education Institute at Harbor-UCLA Medical Center, a Director of the Harbor-UCLA
    Collegium, and a Trustee of Pomona College.  Mrs. Hanley is a graduate of the University of Washington.  Age 70.

    BRUCE KARATZ
    Chairman and Chief Executive Officer of KB Home (homebuilding) (since 1993)
    Mr. Karatz has been a Director of Edison International and SCE since 2002.  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 57.

    LUIS G. NOGALES
    Managing Partner of Nogales Investors and Managing Director of Nogales Investors, LLC (private equity investment
    companies) (since 2001 and 2002, respectively); 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 The American
    Balanced Fund, Arbitron Inc., The Income Fund of America, Kaufman and Broad, SA, France, and KB Home.
    Mr. Nogales is a graduate of San Diego State University and Stanford Law School.  Age 59.

    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., City National Corporation, and Pacific American Income Shares, Inc. & Western Asset Funds, Inc.
    Mr. Olson is a graduate of Drake University and University of Michigan Law School and holds a Diploma in Law from
    Oxford University.  Age 61.

    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.  Dr. Rosser
    holds three degrees from Southern Illinois University.  Age 64.

    RICHARD T. SCHLOSBERG, III
    President and Chief Executive Officer of The David and Lucile Packard Foundation (private family foundation)
    (since 1999)
    Mr. Schlosberg has been a Director of Edison International and SCE since 2002.  Mr. Schlosberg is a graduate of
    the United States Air Force Academy, and holds an MBA degree from Harvard Business School.  Age 59.

    Page 9

    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 67.

    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 Chairman of Pacific Select Fund
    and Pacific Mutual Fund, and is a Director of Newhall Land & Farming Company and The Irvine Company.  Mr. Sutton
    is a graduate of the University of Toronto.  Age 60.

    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 71.

                                            BOARD COMMITTEES AND SUBCOMMITTEES

         The Edison International and SCE Board Committees are the Audit Committee, Compensation and Executive
    Personnel Committee, Executive Committee, Finance Committee and Nominating/Corporate Governance Committee.
    Additionally, both Companies have subcommittees of the Compensation and Executive Personnel Committee and had
    subcommittees of the Nominating/Corporate Governance Committee from October 2002 through February 20, 2003.  The
    composition of each committee and subcommittee is or was the same for Edison International and SCE, except for
    the Executive Committees and the Compensation and Executive Personnel Subcommittees.  The respective Edison
    International and SCE Board Committees and Subcommittees held the same number of meetings in 2002, unless
    otherwise indicated in the table below.  The following table describes the Boards' committees and subcommittees.

    Page 10

    ------------------------------------- --------------------------------------------------------------- ------------------
                 COMMITTEE                                                                                     NUMBER
              AND SUBCOMMITTEE                                                                                   OF
                  NAME AND                                        COMMITTEE AND                               MEETINGS
              CURRENT MEMBERS                                 SUBCOMMITTEE FUNCTIONS                           IN 2002
    ------------------------------------- --------------------------------------------------------------- ------------------

    Audit Committees                      o    Meets regularly with management, the independent                   8
         Daniel M. Tellep, Chair               accountants, and the internal auditors to make inquiries
         Bradford M. Freeman                   regarding the manner in which the responsibilities of
         Richard T. Schlosberg, III            each are being discharged.
         Robert H. Smith
         Thomas C. Sutton                 o    Recommends to the Boards the annual appointment of the
                                               independent accountants, Audit 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 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.

                                          o    Performs additional duties in accordance with rules
                                               adopted under the Sarbanes-Oxley Act.

    ------------------------------------- --------------------------------------------------------------- ------------------

    Compensation and                      o    Reviews the performance and sets the compensation of            Edison
    Executive Personnel                        designated elected officers, including the Executive         International:
    Committees                                 Officers.                                                          5
         Robert H.Smith, Chair
         Bruce Karatz                     o    Approves the design of executive compensation programs.           SCE
         Luis G. Nogales                                                                                          4
         James M. Rosser                  o    May elect designated officers and determine their
         Thomas C. Sutton                      compensation.

                                          o    Participates in executive succession planning and
                                               management development.

    Page 11

    ------------------------------------- --------------------------------------------------------------- ------------------
                 COMMITTEE                                                                                     NUMBER
              AND SUBCOMMITTEE                                                                                   OF
                  NAME AND                                        COMMITTEE AND                               MEETINGS
              CURRENT MEMBERS                                 SUBCOMMITTEE FUNCTIONS                           IN 2002
    ------------------------------------- --------------------------------------------------------------- ------------------
                                          o    Has additional duties described in the "Compensation
                                               and Executive Personnel Committees' Report on
                                               Executive Compensation" below.

    ------------------------------------- --------------------------------------------------------------- ------------------

    Executive Committees                  o    Has all the authority of the Boards between meetings            Edison
         Edison International                  except to the extent limited by the California General      International:
         John E. Bryson, Chair                 Corporation Law.                                                 None
         Joan C. Hanley
         Ronald L. Olson
         James M. Rosser
         Thomas C. Sutton
         SCE
         John E. Bryson, Chair(1)                                                                               SCE:
         Alan J. Fohrer                                                                                           1
         Joan C. Hanley
         Ronald L. Olson
         James M. Rosser
         Thomas C. Sutton

    ------------------------------------- --------------------------------------------------------------- ------------------

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

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

    ------------------------------------- --------------------------------------------------------------- ------------------

    Page 12

    ------------------------------------- --------------------------------------------------------------- ------------------
                 COMMITTEE                                                                                     NUMBER
              AND SUBCOMMITTEE                                                                                   OF
                  NAME AND                                        COMMITTEE AND                               MEETINGS
              CURRENT MEMBERS                                 SUBCOMMITTEE FUNCTIONS                           IN 2002
    ------------------------------------- --------------------------------------------------------------- ------------------

    Nominating/Corporate Governance       o    Periodically consults with management, reviews                     3
    Committees(2)                              shareholder suggestions of Director candidates, and
         Joan C. Hanley, Chair                 identifies and makes recommendations regarding Board
         Bruce Karatz                          composition and selection of candidates for election.
         James M. Rosser
         Richard T. Schlosberg, III       o    Periodically reviews and recommends updates to the
                                               Corporate Governance Guidelines applicable to their
                                               respective companies.

                                          o    Advises their respective Boards with respect to
                                               corporate governance matters.

                                          o    Oversees the evaluation of their respective company
                                               Boards.

    ------------------------------------- --------------------------------------------------------------- ------------------

    Compensation and                      o    May elect designated officers and determine their                None;
    Executive Personnel                        compensation.                                              Took action only
    Subcommittees                                                                                           by unanimous
         Robert H. Smith, Chair           o    May handle certain substantive and administrative tasks     written consent
         At least one Compensation and         related to executive compensation.
         Executive Personnel Committee
         member appointed by Committee
         Chair

    ------------------------------------- --------------------------------------------------------------- ------------------

    Page 13

    ------------------------------------- --------------------------------------------------------------- ------------------
                 COMMITTEE                                                                                     NUMBER
              AND SUBCOMMITTEE                                                                                   OF
                  NAME AND                                        COMMITTEE AND                               MEETINGS
              CURRENT MEMBERS                                 SUBCOMMITTEE FUNCTIONS                           IN 2002
    ------------------------------------- --------------------------------------------------------------- ------------------

    Nominating/                             o    Temporarily formed to recommend action to the                     1(3)
    Corporate Governance                         Boards with respect to corporate governance
    Subcommittees(3)                             matters

         Joan C. Hanley, Chair
         Bruce Karatz
         James M. Rosser
         Richard T. Schlosberg, III

    ------------------------------------- --------------------------------------------------------------- ------------------

    (1)    Mr. Bryson was appointed to this Committee and as Chair, effective January 1, 2003; Mr. Fohrer served as Chair
           immediately prior to Mr. Bryson's appointment.

    (2)    In October 2002, the Edison International and SCE Boards formed Nominating/Corporate Governance Subcommittees
           composed of independent directors to recommend actions to the Boards with respect to corporate governance
           matters.  Based on the Subcommittees' recommendations, the functions of the respective Nominating/Corporate
           Governance Committees were increased in 2003 to include corporate governance responsibilities.  Mr. Olson
           served on the Committees until February 20, 2003, but did not serve on the Subcommittees.

    (3)    These Subcommittees ceased to exist on February 20, 2003.  In addition to the meeting held in 2002, the
           Subcommittees met 2 times in 2003.

         For consideration by the Nominating/Corporate Governance 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 2004 Annual
    Meetings" below.

                                               BOARD MEETINGS AND ATTENDANCE

         During 2002, the Edison International Board and the SCE Board each met eight times.

         During 2002, each current Director attended 75% or more of all Edison International and SCE Board and
    applicable Committees' and Subcommittees' meetings he or she was eligible to attend, except for Mr. Nogales who,
    as to SCE meetings only, attended 73%.

                                                   DIRECTOR 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.

    Page 14

    Fees

         During 2002, each non-employee Director was paid as follows:

         o   an annual Board retainer of $35,000,

         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   $1,500 for each Board Committee and Subcommittee 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 and Subcommittees of each Board.  Non-employee Directors receive only one retainer and, if the meetings
    of the Boards or the same Committees and Subcommittees of each of the Companies 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 and
    Subcommittee meetings are similarly managed.  Directors are reimbursed for out-of-pocket expenses they incur
    serving as Directors.

    Equity Compensation Plan

         The non-employee Directors of Edison International and SCE were granted the following awards under the
    Edison International Equity Compensation Plan upon election or reelection to the Boards in 2002:

    Upon initial election to the Boards:

         o   2,000 Edison International deferred stock units, and

         o   1,000 Edison International nonqualified stock options.

    Upon reelection to the Boards:

         o   500 shares of Edison International Common Stock,

         o   500 Edison International deferred stock units, and

         o   1,000 Edison International nonqualified stock options.

         Directors serving on both Boards receive only one award per year.  For years after 2002, Directors may
    choose in advance to receive the reelection award entirely in Edison International Common Stock, entirely in
    deferred stock units or in any combination of the two.  Additionally, the initial and reelection award amounts
    indicated are maximums and awards in future years are subject to reduction dependent upon the relationship of the
    annual Board retainer to the closing price of a share of Edison International

    Page 15

    Common Stock on the date of election or reelection.  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.  The deferred stock units accrue dividend equivalents, if and when dividends are paid on Edison
    International Common Stock, that are converted to additional stock units under the plan.  The deferred stock
    units cannot be voted or sold.  The deferred stock units will be distributed in Edison International Common Stock
    in a lump sum upon the Director's retirement from the Boards unless a request to receive distribution in the form
    of installments over 5, 10, or 15 years was previously submitted and approved.  Resignation prior to retirement
    will result in a lump sum payment in Edison International Common Stock.  Upon the Director's death, any remaining
    deferred stock unit balance will be paid to the Director's beneficiary in a lump sum in Edison International
    Common Stock.

         Each Edison International nonqualified stock option awarded to Directors in 2002 may be exercised to
    purchase one share of Edison International Common Stock at an exercise price equal to $19.45, the fair market
    value of the underlying Common Stock on May 14, 2002, the date the stock option was granted.  The stock options
    were fully vested upon grant and have a ten-year term.  The Director stock options are transferable to a spouse,
    child or grandchild.  Upon termination of service as a Director after attaining age 65 or because of death or
    permanent and total disability, the Director stock options may continue to be exercised pursuant to their
    original terms by the recipient or beneficiary.  If service as a Director is terminated for any other reason, the
    Director stock options are forfeited unless exercised within 180 days of the date of termination.

         Appropriate and proportionate adjustments may be made to outstanding Director stock options to reflect any
    impact resulting from various corporate events such as reorganizations and stock splits.  If Edison International
    is not the surviving corporation in such a reorganization, all Director stock options then outstanding will be
    cashed out unless provisions are made as part of the transaction to continue the Equity Compensation Plan or to
    assume or substitute stock options of the successor corporation with appropriate adjustments as to the number and
    price of the stock options.

         The Edison International Board administers the Equity Compensation Plan as to Director awards and has sole
    discretion to determine all terms and conditions of any award, subject to plan limits.  Edison International may
    substitute cash that is equivalent in value to the Director deferred stock units and/or stock options and, with
    the consent of the Director, may amend the terms of any award.

    Deferred Compensation Plans

         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.  In addition to the cash compensation a
    Director may defer, the deferred stock units discussed above under the section entitled "Equity Compensation
    Plan" are credited to the Director's account under this plan.  The deferred stock units accrue dividend
    equivalents, if and when dividends are paid on Edison International Common Stock, which are converted into
    additional stock units under the plan.  The deferred stock units will be paid in a lump sum of Edison

    Page 16

    International Common Stock upon the Director's retirement from the Boards unless a request to receive
    distribution in the form of installments over 5, 10, or 15 years was previously submitted and approved.
    Resignation prior to retirement will result in a lump sum payment in stock.  Upon the Director's death, any
    remaining deferred stock unit balance will be paid to the Director's beneficiary in a lump sum in Edison
    International Common Stock.  All amounts payable under this plan are treated as obligations of Edison
    International.

         1985 Deferred Compensation Plan

         SCE non-employee Directors were previously 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. No current
    compensation may be deferred under this plan.  The 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 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
    deferral 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.

    Preferential Interest

         Preferential interest (interest considered under SEC rules to be at above-market rates) was credited during
    2002 to the deferred compensation plan accounts of the following Directors:

                               --------------------------------- --------------------------
                                                                       Preferential
                                           Director                      Interest
                               --------------------------------- --------------------------
                               Warren Christopher                        $      177
                               --------------------------------- --------------------------
                               Bradford M. Freeman                       $      142
                               --------------------------------- --------------------------
                               Joan C. Hanley                            $   53,988
                               --------------------------------- --------------------------
                               Carl F. Huntsinger                        $   59,944
                               --------------------------------- --------------------------
                               Bruce Karatz                              $      140
                               --------------------------------- --------------------------
                               Ronald L. Olson                           $    3,561
                               --------------------------------- --------------------------
                               James M. Rosser                           $   61,967
                               --------------------------------- --------------------------
                               Richard T. Schlosberg, III                $      135
                               --------------------------------- --------------------------
                               Robert H. Smith                           $    4,226
                               --------------------------------- --------------------------
                               Thomas C. Sutton                          $    2,851
                               --------------------------------- --------------------------

    Director Retirements

         Warren Christopher, Carl F. Huntsinger and Charles D. Miller served as Directors of Edison International and
    SCE during 2002 until they retired from service on May 14, 2002.  Mr. Christopher was re-elected as a Director 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 continued to be paid.  Additional benefits that accrued
    during his subsequent term as a Director will be paid to Mr. Christopher in accordance with the terms of the
    plans in effect at the time of his retirement.

    Page 17

                                    STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

         The following table shows the number of shares of Edison International Common Stock beneficially owned as of
    February 28, 2003, by the respective Directors of Edison International and SCE, the current Executive Officers of
    Edison International and SCE named in the Executive Compensation Summary Compensation Table below, and all
    Directors and Executive Officers of each of Edison International and SCE as a group.  None of the persons
    included in the table beneficially owns any other equity securities of Edison International or SCE, or any
    subsidiary of either of them.  The table includes shares that can be acquired through April 29, 2003, through the
    payment of deferred stock units and the exercise of stock options.

      ------------------------------------ -------------------- ------------------ ------------------- -------------------
                                                                                         Shares           Total Shares
      Name of                                   Deferred              Stock        of Common Stock(3)     Beneficially
      Beneficial Owner                       Stock Units(1)        Options(2)                             Owned(4)(5)
      ------------------------------------ -------------------- ------------------ ------------------- -------------------
       Directors and Executive Officers:
          John E. Bryson(6)                       61,890          1,089,375              157,303           1,308,568
          Alan J. Fohrer(6)                       26,541            344,284               33,096             403,921
          Bradford M. Freeman                      2,000              1,000               50,000              53,000
          Joan C. Hanley                           1,768              1,000               10,093              12,861
          Bruce Karatz                             2,000              1,000                3,300               6,300
          Luis G. Nogales                          1,768              1,000                4,524               7,292
          Ronald L. Olson                          1,768              1,000               29,993              32,761
          James M. Rosser                          1,768              1,000                9,100              11,868
          Richard T. Schlosberg, III               2,000              1,000                5,000               8,000
          Robert H. Smith                          1,768              1,000               20,122              22,890
          Thomas C. Sutton                         1,768              1,000               31,216              33,984
          Daniel M. Tellep                         1,768              1,000               23,134              25,902
      ------------------------------------ -------------------- ------------------ ------------------- -------------------
      Additional Executive Officers:
          Bryant C. Danner(6)                     23,010            334,189               28,897             386,096
          Theodore F. Craver, Jr.(6)              23,088            190,733               20,920             234,741
          Harold B. Ray(6)                        18,170            205,038               12,414             235,622
          Robert G. Foster(6)                     14,782            164,521                5,331             184,634
          Mahvash Yazdi(6)                        11,421            116,594               12,365             140,380
          John R. Fielder(6)                      10,743            157,685               18,523             186,951
      ------------------------------------ -------------------- ------------------ ------------------- -------------------
      All Directors and Executive
      Officers of Edison International
      as a group                                 241,292          2,780,372              494,018           3,515,682
      (20 individuals)
      ------------------------------------ -------------------- ------------------ ------------------- -------------------
      All Directors and Executive fficers
      of SCE as a group (24 individuals)         214,243          2,673,872              503,137           3,391,252
      ------------------------------------ -------------------- ------------------ ------------------- -------------------

    ---------------
    (1)   Includes retention incentive deferred stock units granted to the Executive Officers worth one share each
          which paid out on March 12, 2003, and deferred stock units granted to the Directors worth one share each
          payable upon the holder's death, retirement or resignation.

    (2)   Includes options that became exercisable on January 2, 2003, and shares which can be acquired or paid on an
          accelerated basis due to retirement, death, disability and/or involuntary termination of employment without
          cause.

    (3)   Includes (i) shares held directly by the individual and/or in the name of a spouse, minor child, or certain
          other relatives, (ii) SSPP shares for which instructions not received from any plan participant

    Page 18

          may be voted by the Edison International stock fund investment manager as it chooses and (iii) shares held in
          family trusts, 401(k) plans and foundations.  Except as follows, each individual has sole voting and
          investment power:

          Shared voting and sole investment power:
          John E. Bryson - 26,403;   Alan J. Fohrer - 28,510; Ronald L. Olson - 10,000; James M. Rosser - 9,100; Robert H. Smith - 14,900; Bryant C. Danner - 5,051; Theodore F.
          Craver, Jr. - 6,000; Harold B. Ray - 1,614; Robert G. Foster - 5,331; Mahvash Yazdi - 6,038; John R. Fielder
          - 14,533; all Edison International Directors and Executive Officers as a group - 133,568; and all SCE
          Directors and Executive Officers as a group - 175,369.

          Shared voting and shared investment power:
          John E. Bryson - 130,900; Joan C. Hanley - 10,093; Ronald L. Olson - 19,993 (includes 15,000 shares held in
          a foundation not deemed beneficially owned under Section 16 of the Securities Exchange Act of 1934); Robert
          H. Smith - 5,222 (includes 2,222 shares held in daughter's name with respect to which beneficial ownership
          is disclaimed); Thomas C. Sutton - 31,216; Daniel M. Tellep - 23,134; Bryant C. Danner - 7,000; Harold B.
          Ray - 10,800; John R. Fielder - 3,152; all Edison International Directors and Executive Officers as a
          group - 249,242; and all SCE Directors and Executive Officers as a group - 237,194 (includes 15,000 shares
          held in a foundation not deemed beneficially owned under Section 16 of the Securities Exchange Act and
          2,222 shares held by daughter with respect to which beneficial ownership is disclaimed).

    (4)   Includes shares listed in first three columns.

    (5)   The number of shares shown for each individual, and for the Directors and Executive Officers of each of
          Edison International and SCE as a group, constitute, in each case, less than 1% of the outstanding shares
          of Edison International Common Stock, as computed under SEC rules.

    (6)   Mr. Bryson is a Director and Executive Officer of both Edison International and SCE.  Mr. Fohrer is a Director
          of SCE only, but an Executive Officer of both Edison International and SCE.  Messrs. Danner and Craver are
          Executive Officers of Edison International only.  Mr. Ray and Ms. Yazdi are Executive Officers of both Edison
          International and SCE.  Messrs.  Foster and Fielder are Executive Officers of SCE only.

                                  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 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 2002.

    Page 19

                                          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 Company's voting securities as of February 28, 2003, 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               State Street Bank and Trust Company                 41,374,228(1)     12.7%
         Common Stock                    225 Franklin Street
                                         Boston, Massachusetts 02011
      ---------------------------------- ----------------------------------------------- ------------------- -----------
      Edison International               Putnam Investments, LLC                             30,562,810(2)      9.4%
         Common Stock                    One Post Office Square
                                         Boston, Massachusetts 02109
     ---------------------------------- ----------------------------------------------- ------------------- -----------
      Edison International               Brandes Investment Partners, LLC                    20,138,311(3)      6.2%
      Common Stock                       11988 El Camino Real, Suite 500
                                         San Diego, California 92130
      ---------------------------------- ----------------------------------------------- ------------------- -----------
      SCE Common Stock                   Edison International                               434,888,104(4)      100%
                                         2244 Walnut Grove Avenue
                                         Rosemead, California 91770
      ---------------------------------- ----------------------------------------------- ------------------- -----------
      SCE Cumulative                     O. Francis Biondi, Jr.                                 278,670(5)      5.4%
         Preferred Stock                 Brian J. Higgins
                                         575 Lexington Avenue, 7th Floor
                                         New York, New York 10022
      ---------------------------------- ----------------------------------------------- ------------------- -----------

    ---------------
    (1)  This information is based on a Schedule 13G, dated February 10, 2003, filed with the SEC.  Acting in various
         fiduciary capacities, State Street reports that it has sole voting power over 8,243,614 shares, sole
         investment power over 41,357,028 shares, shared voting power over 32,368,168 shares, and shared investment
         power over 17,200 shares.  As of February 28, 2003, 31,007,328 of these shares, or 9.5% of the class, are
         held as the SSPP Trustee.  SSPP shares are voted in accordance with instructions 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.

    (2)  This information is based on a Schedule 13G, dated February 5, 2003, filed with the SEC.  As the owner of
         two investment advisers, Putnam, LLC d/b/a Putnam Investments reports that it may be deemed to have shared
         voting power over 2,643,430 shares and shared investment power over all 30,562,810 shares, but disclaims
         beneficial ownership.

    (3)  This information is based on a Schedule 13G dated February 14, 2003, filed with the SEC.  Brandes Investment
         Partners, LLC and its control persons report that they are deemed to have shared voting power over
         14,779,507 shares and shared investment power over 20,138,311 shares, but beneficial ownership by the
         control persons is disclaimed except as to an amount of shares that is substantially less than one percent
         of the number of shares reported in the Schedule 13G.

    Page 20

    (4)  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.

    (5)  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.") 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 21

                                                  EXECUTIVE COMPENSATION
                                               SUMMARY COMPENSATION TABLE(1)

         The following table presents information regarding compensation of the Chief Executive Officers ("CEO") of
    Edison International and SCE, and the other four most highly compensated Executive Officers of Edison
    International and SCE, for services rendered during 2000, 2001 and 2002.  These individuals are referred to as
    "Named Officers" in this Joint Proxy Statement.

    ------------------------------------------------------------------------ --------------------------------------- -----------

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

                                                 Annual Compensation                  Awards            Payouts
    ------------------------------------ ---------------------------------- --------------------------- ----------- -----------
    (a)                            (b)     (c)         (d)         (e)          (f)           (g)          (h)         (i)
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------
                                                                  Other                   Securities                   All
                                                                  Annual    Restricted    Underlying                  Other
    Name and                                                     Compen-       Stock       Options/        LTIP      Compen-
    Principal Position(2)          Year   Salary      Bonus     sation(3)    Award(s)        SARs       Payouts(4)  sation(5)
                                           ($)         ($)         ($)          ($)           (#)          ($)         ($)
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------

    John E. Bryson, Chairman       2002  1,020,000   1,000,000    10,562        --           265,291     1,338,731   564,619
    of the Board, President and    2001    950,000   1,350,000       444        --                 0             0   421,177
    CEO of Edison International    2000    950,000           0       718        --         1,273,600             0   401,841
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------

    Alan J. Fohrer, Chairman       2002    552,000     550,000     8,220        --            90,038       518,418   123,653
    of the Board and CEO           2001    512,000     254,800     3,056        --                 0             0    83,717
    of SCE                         2000    477,000           0     2,603        --           497,800             0    86,095
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------

    Bryant C. Danner, Executive    2002    505,000     400,000     7,137        --            82,803       306,672   122,494
    Vice President and General     2001    470,600     424,200         0        --                 0             0   128,328
    Counsel of Edison              2000    470,600           0         0        --           483,100             0   138,982
    International
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------

    Theodore F. Craver, Jr.,       2002    475,000     400,000         0        --            76,372       260,917    52,353
    Executive Vice President,      2001    375,000     523,600         0        --                 0             0    27,467
    Chief Financial Officer and    2000    375,000     100,000         0        --           244,800             0    39,000
    Treasurer of Edison
    International
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------

    Harold B. Ray,                 2002    420,000     410,000     7,137        --            55,612       187,907    63,554
    Executive Vice President       2001    390,000     373,100         0        --                 0             0    42,009
    of SCE                         2000    390,000      50,000         0        --           171,200             0    49,682
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------

    Robert G. Foster,              2002    375,000     370,000    13,676        --            42,560       140,093    54,212
    President of SCE               2001    330,000     300,000         0        --                 0             0    44,977
                                   2000    322,500           0         0        --           128,900             0    62,242
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------

    Mahvash Yazdi,                 2002    283,000     245,000    11,246        --            32,119       110,247    27,469
    Senior Vice President of       2001    255,000     163,350         0        --                 0             0    17,403
    Edison International           2000    255,000           0         0        --           101,300             0    24,336
    and SCE
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------

    John R. Fielder,               2002    293,000     230,000     8,679        --            27,712       113,220    17,412
    Senior Vice President          2001    272,500     235,950         0        --                 0             0    20,450
    of SCE                         2000    272,500           0         0        --           103,400             0    38,893
    ----------------------------- ------ ---------- ----------- ----------- ------------ -------------- ----------- -----------

    ---------------
    (1)  For Edison International, the Named Officers for 2002 are John E. Bryson, Alan J. Fohrer, Bryant C. Danner,
         Theodore F. Craver, Jr., and Harold B. Ray.  For SCE, the Named Officers for 2002 are Alan J. Fohrer, Harold
         B. Ray, Robert G. Foster, Mahvash Yazdi and John R. Fielder.

    Page 22

    (2)  The principal positions shown are at December 31, 2002.  Effective January 1, 2003, Mr. Bryson was elected
         Chairman of the Board of SCE in addition to the Edison International positions shown and Mr. Fohrer was
         elected Chief Executive Officer only of SCE.

    (3)  The amounts shown in column (e) include (i) perquisites if in total they exceed the lesser of $50,000 or 10%
         of annual salary plus annual incentive, and (ii) reimbursed taxes.

    (4)  The amounts shown in column (h) include (i) payment of half of the 2000 Edison International Performance
         Shares, and (ii) the value of the shares of Edison International Common Stock issued in payment of 25% of
         the deferred stock units awarded in 2001 pursuant to the Edison International Stock Option Retention
         Exchange Offer.

    (5)  The amounts shown in column (i) for 2002 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:

         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------
                                                                Vacation                            Benefit
                                      Plan       Preferential     Sale     Survivor   Disability  Forfeiture     Loan
                                  Contributions    Interest     Proceeds   Benefits*   Benefits   Allocations  Forgiven
                                       ($)           ($)          ($)         ($)        ($)          ($)         ($)
         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------
         John E. Bryson               74,011        393,025           0     97,424            0       158             0
         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------
         Alan J. Fohrer               34,544         38,227           0     36,760       14,112        10             0
         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------
         Bryant C. Danner              9,000         18,459           0     83,446       11,589         0             0
         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------
         Theodore F. Craver, Jr.      16,871         20,488           0     14,953            0        41             0
         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------
         Harold B. Ray                15,565         17,442       8,075     22,468            0         3             0
         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------
         Robert G. Foster             14,028            364       7,210      9,741            0        12        22,857
         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------
         Mahvash Yazdi                11,454          8,821           0      7,174            0        20             0
         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------
         John R. Fielder               9,000              0           0      8,392            0        20             0
         ------------------------ -------------- ------------- ----------- ---------- ----------- ------------ ----------

         -------------------
         *   Includes the 2002 cost of 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 23

                                                OPTION / SAR GRANTS IN 2002

         The following table presents information regarding Edison International nonqualified stock options granted
    during 2002 to the Named Officers pursuant to the Edison International Equity Compensation Plan or 2000 Equity
    Plan.  No SARs were granted to any participant during 2002.

      ------------------------------------------------------------------------------------------------- -----------------
                                                                                                           Grant Date
                                             Individual Grants                                               Value
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      (a)                                  (b)               (c)             (d)             (e)              (f)
                                        Number of        % of Total
                                        Securities      Options/SARs                                         Grant
                                        Underlying       Granted to        Exercise                           Date
                                       Options/SARs       Employees        or Base                          Present
                                      Granted(1)(2)    in Fiscal Year       Price         Expiration        Value(3)
      Name                                 (#)               (%)            ($/Sh)           Date             ($)
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------

      John E. Bryson                      265,291            8%             18.725        05/30/2012       2,103,758
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Alan J. Fohrer                       90,038            3%             18.725        05/30/2012         714,001
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Bryant C. Danner                     82,803            2%             18.725        05/30/2012         656,628
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Theodore F. Craver, Jr.              76,372            2%             18.725        05/30/2012         605,630
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Harold B. Ray                        55,612            2%             18.725        05/30/2012         441,003
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Robert G. Foster                     42,560            1%             18.725        05/30/2012         337,501
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Mahvash Yazdi                        32,119            1%             18.725        05/30/2012         254,704
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      John R. Fielder                      27,712            1%             18.725        05/30/2012         219,756
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------

    ---------------
    (1)  Seventy-five percent of each Named Officer's annual long-term incentive compensation for 2002 was awarded in
         the form of Edison International nonqualified stock options ("Stock Options").  The remaining portion of the
         Named Officer's long-term incentive compensation for 2002 was awarded in the form of Edison International
         performance shares as set forth below in the table entitled "Long-Term Incentive Plan Awards in Last Fiscal
         Year."  Each Stock Option granted in 2002 may be exercised to purchase 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 Stock Option was granted.

    (2)  The Stock Options are subject to a four-year vesting period with one-fourth of the total award vesting and
         becoming exercisable on May 30, 2003, May 30, 2004, May 30, 2005, and May 30, 2006.  The Stock Options of
         Messrs. Bryson, Fohrer and Danner are transferable to a spouse, child or grandchild.  If a Stock Option
         holder terminates employment after attaining age 65 or after attaining age 55 with five years of service, or
         because of death or permanent and total disability (a "qualifying event") during the vesting period, the
         unvested Stock Options vest on a pro rata basis.  Unvested Stock Options of Messrs. Bryson, Fohrer, Danner,
         and Ray will fully vest upon a qualifying event.  If a qualifying event occurs, the vested Stock Options may
         continue to be exercised pursuant to their original terms by the recipient or beneficiary.  If a Stock
         Option holder is terminated other than by a qualifying event, unvested Stock Options are forfeited.  Stock
         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 Executive Severance Plan, the terminated executive will receive one additional year of vesting
         credit and will have one year to exercise the vested Stock Options before they are forfeited.

    Page 24

         Appropriate and proportionate adjustments may be made by the Edison International Compensation and Executive
         Personnel Committee to outstanding Stock Options to reflect any impact resulting from various corporate
         events such as reorganizations and stock splits.  If Edison International is not the surviving corporation
         in such a reorganization, all Stock Options then outstanding will become vested and be exercisable unless
         provisions are made as part of the transaction to continue the Equity Compensation Plan or 2000 Equity Plan
         or to assume or substitute options of the successor corporation with appropriate adjustments as to the
         number and price of the options.  Notwithstanding the foregoing, upon a change of control of Edison
         International after the occurrence of a "Distribution Date" under the Rights Agreement approved by the
         Edison International Board of Directors on November 21, 1996, and amended on September 16, 1999, the Stock
         Options will vest and will remain exercisable for at least two years following the Distribution Date.  A
         Distribution Date is generally the date a person acquires, or publicly announces its intent to acquire, 20%
         or more of the Common Stock of Edison International.

         The Edison International Compensation and Executive Personnel Committee administers the Equity Compensation
         Plan and 2000 Equity Plan as to the Named Officers and has sole discretion to determine all terms and
         conditions of any award, subject to plan limits.  It may substitute cash that is equivalent in value to the
         Stock Options and, with the consent of the executive, may amend the terms of any award agreement, including
         the post-termination term, and the vesting schedule.

    (3)  The grant date value of each Stock Option awarded in 2002 to the Named Officers was calculated to be $7.93
         per option share using the Black-Scholes stock option pricing model.  In making this calculation, it was
         assumed that the average exercise period was ten years, the volatility rate was 51.48%, the risk-free rate
         of return was 4.94%, the historic average dividend yield was 2.87% and the stock price and exercise price
         were $18.725.

    Page 25

                                         AGGREGATED OPTION / SAR EXERCISES IN 2002
                                              AND FY-END OPTION / SAR VALUES

         The following table presents information regarding the exercise of Stock Options during 2002 by any of the
    Named Officers, and regarding unexercised Stock Options held at year-end 2002 by any of the Named Officers.  No
    SARs were exercised during 2002 or held at year-end 2002 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)             FY-End(1) (2)
                                     Acquired           Value                  (#)                      ($)
                                                                     ------------------------- ----------------------
                                    on Exercise       Realized            Exercisable /            Exercisable /
       Name                             (#)              ($)              Unexercisable            Unexercisable
       --------------------------- -------------- ------------------ ------------------------- ----------------------

       John E. Bryson                  --              490,080(3)         830,051 / 332,240             0/0
       --------------------------- -------------- ------------------ ------------------------- ----------------------
       Alan J. Fohrer                  --               85,764(3)         261,526 / 110,812             0/0
       --------------------------- -------------- ------------------ ------------------------- ----------------------
       Bryant C. Danner                --                     0           260,626 / 303,577             0/0
       --------------------------- -------------- ------------------ ------------------------- ----------------------
       Theodore F. Craver, Jr.         --                     0            107,051 / 89,621             0/0
       --------------------------- -------------- ------------------ ------------------------- ----------------------
       Harold B. Ray                   --                     0            139,051 / 74,061             0/0
       --------------------------- -------------- ------------------ ------------------------- ----------------------
       Robert G. Foster                --                     0            113,875 / 54,885             0/0
       --------------------------- -------------- ------------------ ------------------------- ----------------------
       Mahvash Yazdi                   --                     0             81,850 / 40,869             0/0
       --------------------------- -------------- ------------------ ------------------------- ----------------------
       John R. Fielder                 --                     0            129,101 / 39,011             0/0
       --------------------------- -------------- ------------------ ------------------------- ----------------------

    ---------------
    (1)  Each 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 on outstanding Stock Options issued prior to 2000 accrue to the extent dividends are declared on
         Edison International Common Stock, and are subject to reduction unless certain performance criteria are met.
          The option terms for current year awards are discussed in footnote (2) in the table above entitled
         "Option/SAR Grants in 2002."

    (2)  Stock Options are treated as "in-the-money" if the fair market value of the underlying stock at year-end
         2002 exceeded the exercise price of the Stock Options.  No Stock Options held by the Named Officers were
         in-the-money at year-end 2002.

    Page 26

         The aggregate value at year-end 2002 of all accrued dividend equivalents for the Named Officers was:

                              --------------------------------- -----------------------------
                                                                           $ / $
                                                                Exercisable / Unexercisable
                              --------------------------------- -----------------------------
                              John E. Bryson                         2,711,174 / 0
                              --------------------------------- -----------------------------
                              Alan J. Fohrer                                 0 / 0
                              --------------------------------- -----------------------------
                              Bryant C. Danner                         348,582 / 0
                              --------------------------------- -----------------------------
                              Theodore F. Craver, Jr.                  183,658 / 0
                              --------------------------------- -----------------------------
                              Harold B. Ray                                  0 / 0
                              --------------------------------- -----------------------------
                              Robert G. Foster                               0 / 0
                              --------------------------------- -----------------------------
                              Mahvash Yazdi                                  0 / 0
                              --------------------------------- -----------------------------
                              John R. Fielder                                0 / 0
                              --------------------------------- -----------------------------

    (3)  The amount shown represents the proceeds from dividend equivalents related to Stock Options granted in
         1992.  The options expired at the end of their ten-year term.

                                                 LONG-TERM INCENTIVE PLAN
                                                AWARDS IN LAST FISCAL YEAR

         The following table presents information regarding Edison International performance shares granted during
    2002 to the Named Officers.

      ---------------------------- ------------------- ------------------- ------------------------------------------
                                                                                Estimated Future Payouts Under
                                                                                Non-Stock Price-Based Plans(2)
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      (a)                                 (b)                 (c)              (d)           (e)            (f)
                                                          Performance
                                       Number of        or Other Period
                                        Shares,              Until
                                     Units or Other        Maturation
                                         Rights(1)         Or Payout        Threshold       Target        Maximum
      Name                                (#)                                  (#)           (#)            (#)
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      John E. Bryson                     46,135             3 years            11,534        46,135       138,405
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Alan J. Fohrer                     15,658             3 years             3,915        15,658        46,974
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Bryant C. Danner                   14,400             3 years             3,600        14,400        43,200
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Theodore F. Craver, Jr.            13,282             3 years             3,321        13,282        39,846
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Harold B. Ray                       9,672             3 years             2,418         9,672        29,016
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Robert G. Foster                    7,402             3 years             1,851         7,402        22,206
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Mahvash Yazdi                       5,586             3 years             1,397         5,586        16,758
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      John R. Fielder                     4,820             3 years             1,205         4,820        14,460
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------

    ---------------
    (1)  Twenty-five percent of each Named Officer's annual long-term incentive compensation for 2002 was awarded in
         the form of Edison International performance shares ("Performance Shares").  The remaining portion of the
         Named Officer's long-term incentive compensation for 2002 was awarded in the form of Stock Options as set
         forth above in the table above entitled "Option/SAR Grants in 2002."

    Page 27

         Performance Shares are stock-based units with each unit worth one share of Edison International Common
         Stock, payment of which is subject to a three-year performance measure based on the percentile ranking of
         Edison International total shareholder return ("TSR") compared to the TSR for each stock comprising the
         Philadelphia Utility Index, adjusted to delete AES Corporation and to add Sempra Energy.  A target number of
         contingent Performance Shares was awarded.  No dividend equivalents were included with these grants.  The
         Performance Shares cannot be voted or sold.  One-half of any earned 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 average of the New
         York Stock Exchange high and low prices of Edison International Common Stock on December 31, 2004, if the
         Named Officer remains employed by the Companies on that date.  In the event of employment separation due to
         retirement, death, disability, or involuntary severance without cause, pro rata payments will be made on or
         after December 31, 2004.  No payment will be made in the event of any other separation of employment.
         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 or any government levies, and has reserved the right to substitute cash awards substantially
         equivalent in value to the Performance Shares.

    (2)  The amounts shown in columns (d), (e), and (f) represent the number of shares of Edison International Common
         Stock payable half in stock and half in cash for the specified levels of Edison International TSR
         performance.  The Edison International TSR ranking must be at the 40th percentile to achieve the threshold
         payment indicated in Column (d), which is 25 percent of the target number of shares.  The target number
         shown in Column (e) will be paid if the Edison International TSR rank is at the 50th percentile.  If the
         Edison International TSR percentile ranking is at the 90th percentile or higher, the maximum payment will be
         earned, which is three times the target amount.  Amounts in between these TSR performance percentiles are
         interpolated on a straight-line basis.

    Page 28

                                                   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 benefits
         not included in the qualified retirement plan will be paid out of the Executive Retirement Plan or an excess
         benefit plan as unsecured obligations of Edison International or the participating affiliate.  For purposes
         of the Executive Retirement Plan, as of December 31, 2002, Mr. Bryson had completed 18 years of service,
         Mr. Fohrer - 29 years, Mr. Danner - 20 years, Mr. Craver - 6 years, Mr. Ray - 32 years, Mr. Foster - 18
         years, Ms. Yazdi - 5 years, and Mr. Fielder -32 years.

    (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 salary and
         bonus (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 and 2001 for this purpose were:

    Page 29

                                -------------------------- ------------------- ------------------
                                                                   $                  $
                                                                 2000                2001
                                -------------------------- ------------------- ------------------
                                John E. Bryson                  760,000                  0
                                -------------------------- ------------------- ------------------
                                Alan J. Fohrer                  339,500                  0
                                -------------------------- ------------------- ------------------
                                Bryant C. Danner                336,420             24,400
                                -------------------------- ------------------- ------------------
                                Theodore F. Craver, Jr.         262,500             65,000
                                -------------------------- ------------------- ------------------
                                Harold B. Ray                   253,500             20,000
                                -------------------------- ------------------- ------------------
                                Robert G. Foster                181,500             25,000
                               -------------------------- ------------------- -------------------
                                Mahvash Yazdi                   140,250             15,000
                               -------------------------- ------------------- -------------------
                                John R. Fielder                 149,875             13,500
                                -------------------------- ------------------- ------------------

         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. Fohrer and Danner 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 22% 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 $652,500.  Messrs. Fohrer and Danner have elected coverage under this
    plan.

    Page 30

         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. Fohrer and Danner 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 that 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.

         Mr. Bryson is entitled to benefits accrued under the Retirement Plan for Directors before it was terminated
    in 1997.  He will be entitled to an annual retirement benefit in the amount of the annual retainer for the number
    of years he served on the Boards prior to 1998 (and meeting fees for years prior to 1996).  Mr. Bryson will
    receive $10,438 per quarter for eight years following his retirement from the Edison International Board.

                                                 EMPLOYMENT CONTRACTS AND
                                          TERMINATION OF EMPLOYMENT ARRANGEMENTS

         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 Edison International and SCE 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. and Mrs.
    Danner attained age 65 during 2002.  Mr. Danner resigned his SCE positions effective January 1, 2001.

         Mahvash Yazdi.  Ms. Yazdi executed an employment agreement when she joined Edison International and SCE as
    Vice President and Chief Information Officer in 1997.  The agreement specified her annual and long-term incentive
    awards for 1997, a hiring bonus, a vacation allowance, an automobile allowance, and a severance provision if her
    employment was terminated within two years of her hire date.  In addition, Ms. Yazdi's account under the
    Executive Deferred Compensation Plan was credited with $200,000 vesting

    Page 31

    over five years to offset benefits she forfeited at a prior employer.  The final 20% of that award vested during
    2002.

                                     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
    2002.

         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 by 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 2002.

    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.

    ----------------------
    (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 32

    2002 Compensation Objectives

         The Committees base their compensation actions for the Companies in part 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 11 diversified electric utilities for Edison International compensation comparisons for
    2002.  The comparison utility companies were selected on the basis of total assets and net sales.  Two companies
    were deleted from the peer group used for the prior year.  MidAmerican Energy was acquired by another entity and
    AES Corporation was dropped because its mix of business revenues differs significantly from that of Edison
    International and the other companies in the group.  Although the peer group differs from the Dow Jones U.S.
    Electric Utilities Index depicted in the Stock Performance Graph below, all of the companies comprising the peer
    group are included in the index, and the Committees believe the constitution of the peer group provides relevant
    compensation data for Edison International and SCE.  A 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 Committees' strategy for 2002 compensation planning was established in December 2001 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 Committees may approve compensation above and below
    established targets in individual cases as deemed appropriate in their discretion.

    Base Salaries

         The Committees reviewed the base salaries for Mr. Bryson, Mr. Fohrer and the other Executive Officers at the
    end of 2001 to set salaries for 2002.  Although no merit salary increases were adopted for 2001, the Committees
    concluded that the effort to guide SCE through the California energy crisis and achieve a settlement with the
    California Public Utilities Commission ("CPUC") laid a solid foundation for a stronger utility business in 2002
    and future years.  The Committees also determined that Edison International, Edison Mission Energy and Edison
    Capital managed necessary cost cutting, restructuring and cash preservation measures well.  The factors
    considered by the Committees in setting the 2002 salaries of Mr. Bryson and Mr. Fohrer were the relationship of
    their compensation to the average compensation of the other chief executive officers of the peer group of
    companies, and the Committees' judgment of Mr. Bryson's performance as CEO of Edison International and Mr.
    Fohrer's performance as CEO of Edison Mission Energy during 2001 and his new responsibilities as CEO of SCE.  Mr.
    Bryson was recognized for his focused and effective leadership in guiding the Companies through the California
    Power Crisis. Mr. Fohrer's leadership was recognized for accomplishing important restructurings and asset sales
    at Edison Mission Energy.  Mr. Bryson's 2002 salary was $1,020,000, which was 3% above the median for CEOs in the
    peer group.  Mr. Fohrer's 2002 salary was $552,000, which was 1% below his peers.

         In December 2001, the Edison International Committee also reviewed the base salaries of the Executive
    Officers at the other subsidiaries.  Salary actions taken by their respective boards of directors were examined
    in light of the performance of the companies and survey data of competitive firms to

    Page 33

    assure conformance with overall Edison International compensation policies.  The 2002 base salaries in the
    aggregate of the Executive Officers at Edison International, SCE and the other subsidiaries were 2% below the
    median levels of their respective peer groups.

    Annual Incentive Compensation for 2002 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 2002 ranged from 40% of base salary for certain vice presidents to 70% of base salary for Mr. Fohrer
    and others 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 adopted by the Boards in early 2002.  Two
    unweighted general areas of achievement were identified as Edison International goals for 2002:  (1) Rebuild
    Financial Strength, including objectives related to earnings, cash flow, credit rating, SCE's Procurement-Related
    Obligations Account ("PROACT"), and financial statement completeness and clarity, and (2) Strengthen Business
    Platform, including objectives related to public policy, regulatory and legal framework, risk management, skill
    base, diversity, leadership capability, renewable energy, and coal-fired generation environmental issues.  Five
    unweighted general areas of achievement were identified as SCE goals for 2002:  (1) Ensure Earliest Possible
    PROACT Recovery, (2) Achieve Sound Regulatory Outcomes, including objectives related to future procurement cost,
    various CPUC and Federal Energy Regulatory Commission rate cases, allocation of California Department of Water
    Resources revenue, direct access customers, and utility retained generation, (3) Ensure Financial Performance,
    including objectives related to earnings, investment grade status, and payment of arrears, (4) Invest Effectively
    in Future Utility Business, including objectives related to reliability and cost efficiency, SCE's talent pool,
    capital investments and productivity, and (5) Demonstrate Operational Excellence, including objectives related to
    safety, customer satisfaction, reliability, San Onofre Nuclear Generating Station performance, facility security
    and achievement of key performance factors.

         Goals for 2002 were also identified for Edison Mission Energy relating to financial performance, risk
    management, operational excellence and growth strategy.  The 2002 goals for Edison Capital related to financial
    performance, liquidity, and growth opportunities.

         When the Committees met in February 2003 to evaluate performance by each of the companies and to determine
    2002 annual incentive awards, the Committees reviewed the year's overall performance in light of the objectives
    identified at the beginning of the year.  The Committees concluded that Edison International made significant
    progress in 2002 on its principal objective of rebuilding financial strength and recovering from the adverse
    effects of the California Power Crisis, although it was recognized this progress has not yet been fully reflected
    in the Edison International Common Stock price. The most important 2002 accomplishments were sharply building
    cash flow, reducing debt across the companies, and working diligently to obtain CPUC decisions which restored a
    significant part of the necessary regulatory framework for healthy future utility operations.

         The strong earnings performance of Edison International was largely driven by SCE's results.  SCE
    accomplished most of its performance objectives.  The $2 billion of PROACT cost recovery at  SCE enabled progress
    in restoring utility credit including paying off all outstanding unpaid obligations from the power crisis.
    However, a U.S. Court of Appeals decision that raised questions (now being reviewed by the California Supreme
    Court) regarding the validity of the PROACT settlement with the CPUC was a negative for the year.

    Page 34

         During 2002, Edison Mission Energy put into place a strong risk management system and made itself ready to
    deal effectively with substantially increased merchant plant exposure in 2003.  Overall, power plant
    availabilities exceeded targets and financial results were strong in Illinois and improved from the early year
    outlook in the United Kingdom.  In general, however, poor wholesale power prices, the effects of the TXU Europe
    bankruptcy, and the operational outages at the Homer City plant in Pennsylvania, had negative impacts on
    results.  A strong point for the year was the leadership at Edison Mission Energy in responding to these newly
    adverse financial and credit markets with effective action to reduce future obligations and contingencies.

         Edison Capital managed its portfolio of assets during 2002 to reduce debt and conserve cash, ending the year
    in a strong cash position despite an investment write-off resulting from the United Airlines bankruptcy.

         The Edison International Committee approved a 2002 annual incentive award of $1,000,000 for Mr. Bryson that
    was 61% of his maximum potential award.  The SCE Committee approved a 2002 annual incentive award of $550,000 for
    Mr. Fohrer that was 70% 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 Committee's subjective
    assessment of his performance was considered.  Factors found to be particularly significant in 2002 for
    Mr. Bryson were his continuing leadership of the Companies' financial rebuilding and recovery effort, his focus on
    managing the adverse effects of the volatile independent power market, and his effectiveness in communicating the
    Companies' objectives to policy makers, shareholders, employees and customers.  Mr. Fohrer's award reflected his
    leadership in attaining the strong financial results at SCE and in mobilizing teams to effectively address the
    need for sound regulation for the utility.

         The 2002 annual incentives for the other Executive Officers averaged 58% of maximum at Edison International,
    73% of maximum at SCE and 42% of maximum at the other subsidiaries.  The target values established and the actual
    awards granted to Mr. Bryson, Mr. Fohrer and the other Executive Officers were consistent with the Committees'
    strategy described above.

    Long-Term Incentives

         In recent years, the long-term incentives awarded to Executive Officers have had two components.  Edison
    International nonqualified common stock options comprise 75% of the award value and Edison International
    performance shares comprise 25% of the value.  As reported last year, the companies resumed issuance of
    nonqualified stock options in 2002.  The Edison International Committee awarded 265,291 stock options and 46,135
    performance shares to Mr. Bryson and 90,038 stock options and 15,658 performance shares to Mr. Fohrer.  The
    target values established and the actual awards granted to Mr. Bryson, Mr. Fohrer 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. Fohrer 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 Committee guided by the peer group 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.

    Page 35

    Summary

         The Committees' compensation actions for 2002 reflect their judgment based on a review of peer group
    compensation, and in the case of the annual incentives, evaluation of performance of Edison International and
    each subsidiary company relative to goals set in December 2001, and in light of the challenges and opportunities
    which arose during 2002.  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.

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

         ------------------
         *   Charles D. Miller served as a member of the Committees for part of 2002, but ceased to be a
             Committee member and a Board member on May 14, 2002, when he retired from service.  He did not
             participate in decisions of the Committees after that date, including deliberations regarding the
             annual incentives for 2002 performance.

                                     COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEES'
                                           INTERLOCKS AND INSIDER PARTICIPATION

         Mr. Karatz became a member of the Compensation and Executive Personnel Committees on May 14, 2002, and
    Mr. Miller ceased to be a member of the Committees on that date.  The other members of the Committees whose names
    appear on the Committees' Report above were members of the Committees during all of 2002.  During 2002,
    Messrs. Bryson, Danner, Craver and McDaniel served as directors of Edison Mission Energy and Edison Capital, both
    nonutility subsidiaries of Edison International.  Until August 1, 2002, Mr. William J. Heller, a former Edison
    International Executive Officer, served as a director of Edison Mission Energy.  Mr. Bryson was Chairman of the
    Board of both Edison Mission Energy and Edison Capital during 2002, but his compensation is determined by the
    Edison International Compensation and Executive Personnel Committee, not the subsidiaries' boards.  Under
    applicable SEC rules, there were no other interlocks or insider participation on the Compensation and Executive
    Personnel 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 2002.  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 $6,333,000 in 2002 for legal services.

    Page 36

         Effective August 1, 2002, Edison International entered into a Consulting Agreement with Mr. Heller.
    Pursuant to the agreement, Mr. Heller agreed to provide consulting services in connection with Edison
    International's business affairs with which he became familiar while employed by Edison International or any of
    its affiliates.  For such services, Edison International paid a retainer of $100,000 in 2002, and agreed to pay
    $200 per hour for up to 40 hours monthly for the first six months of the contract, and for up to 20 hours monthly
    for the second six months.  No additional amounts were paid for hourly services in 2002.

         In 2002, Deloitte Consulting Services, LLC 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 two such projects pursuant to a retainer consulting agreement with
    Deloitte.  In 2002, the aggregate amount paid by Edison International for those projects was $233,659, and the
    aggregate amount paid by SCE was $228,188.  Mr. Danner received an aggregate amount of $71,575 in connection with
    the consulting services provided for the projects.

         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 former beneficial owner of more than 5% of Edison International's
    Common Stock, acted as administrative agents and participated as lenders.  Under syndicated and bilateral credit
    agreements, JPMorgan provided loans of approximately $117.5 million to SCE.  In February 2003, SCE paid off a
    portion of the loans, leaving an outstanding balance of $82 million.  Under a syndicated credit agreement with
    Edison Mission Midwest Holdings, JPMorgan provided loans of approximately $1.8 billion, of which $1.7 billion is
    currently outstanding.  In connection with the various credit facilities, Edison International and SCE paid
    JPMorgan an aggregate of $4,167,425 in facility fees, agency fees, transaction fees and breakage fees during
    2002.  Edison Mission Midwest Holdings also paid JPMorgan an aggregate of $8,496,546 in facility fees during
    2002.  In addition, Edison Mission Midwest Holdings 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.  As
    stated in JP Morgan's Schedule 13G Amendment dated February 10, 2003, JP Morgan ceased to be the beneficial owner
    of more than 5% of Edison International Common Stock as of December 31, 2002.

         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 Mr. 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 would be forgiven each year thereafter that Mr. Foster remained employed with an Edison
    International affiliate.  The remaining principal balance of $22,857 was forgiven on March 1, 2003.

    Page 37

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

         The graph below compares the annual change in the cumulative total shareholder return on 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 60(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
                                                  ---------------------------------------------------------------------
                                                    12/97       12/98       12/99       12/00      12/01      12/02
    --------------------------------------------- ------------ ---------- ------------ ---------- ---------- ----------
    Edison International                            $100.00     $106.39     $103.30     $65.10      $62.91     $49.37
    --------------------------------------------- ------------ ---------- ------------ ---------- ---------- ----------
    Standard & Poor's 500 Index                     $100.00     $128.58     $155.64     $141.46    $124.65     $97.10
    --------------------------------------------- ------------ ---------- ------------ ---------- ---------- ----------
    Dow Jones U.S. Electric Utilities Index         $100.00     $114.91     $98.02      $155.10    $123.11     $95.21
    --------------------------------------------- ------------ ---------- ------------ ---------- ---------- ----------

    ---------------
    (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
         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.

    Page 38

    (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 2002 and the quarterly dividends customarily paid on January 31 were not declared for 2003 by the
         Edison International Board.  This proxy statement is not to be considered material for soliciting the
         purchase or sale of stock of either of the Companies.

    (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, 2002.

    (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 and
         2002.

    ---------------------------------------------------------------------------------
                            Adjusted Cumulative Total Return
    ---------------------------------------------------------------------------------
        12/97          12/98        12/99        12/00        12/01        12/02
    --------------- ------------ ------------ ------------ ------------ -------------
       $100.00        $106.39      $104.37      $65.07       $62.88        $49.35
    --------------- ------------ ------------ ------------ ------------ -------------

                                              CHANGE IN CERTIFYING ACCOUNTANT

         On May 8, 2002, following a recommendation from the Audit Committees, the Boards of Directors of Edison
    International and SCE decided to no longer engage Arthur Andersen LLP as Edison International's and SCE's
    independent accountants, and appointed PricewaterhouseCoopers LLP to serve as Edison International's and SCE's
    independent accountants for the balance of 2002.

         Arthur Andersen LLP's reports on Edison International's and SCE's consolidated financial statements for the
    year ended 2001 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified
    as to uncertainty, audit scope, or accounting principles; except that the 2001 report on Edison International's
    financial statements included an explanatory paragraph with respect to the adoption of Statement of Financial
    Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," and the adoption of
    Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
    Assets."

         During Edison International's and SCE's fiscal year 2001 and through May 8, 2002, there were no
    disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial

    Page 39

    statement disclosure, or auditing scope or procedure, which, if not resolved to Arthur Andersen LLP's
    satisfaction, would have caused them to make reference to the subject matter in connection with their reports on
    Edison International's and SCE's consolidated financial statements for those periods; and there were no
    reportable events, as listed in Item 304(a)(1)(v) of SEC Regulation S-K.

         During Edison International's and SCE's fiscal year 2001 and through May 8, 2002, Edison International and
    SCE did not consult PricewaterhouseCoopers LLP with respect to the application of accounting principles to a
    specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on
    Edison International's or SCE's consolidated financial statements, or any other matters or reportable events
    listed in Item 304(a)(2)(i) and (ii) of SEC Regulation S-K.

         In connection with preparing Current Reports on Form 8-K dated May 8, 2002, to report the change in
    certifying accountant, Edison International and SCE provided Arthur Andersen LLP with substantially the same
    disclosures as appear above.  By a letter dated May 10, 2002, Arthur Andersen LLP stated its agreement with those
    disclosures.  Because Arthur Andersen LLP is no longer conducting business, the Companies have not furnished them
    with a copy of the specific disclosures appearing above.  Edison International and SCE furnished
    PricewaterhouseCoopers LLP with a copy of the foregoing disclosures and gave them the opportunity to provide a
    statement to be included in this Proxy Statement if they believe the foregoing disclosures to be incorrect or
    incomplete.  PricewaterhouseCoopers did not present any response indicating its disagreement with the foregoing
    disclosures.

                                                AUDIT COMMITTEES' REPORT(1)

         The Edison International and SCE Audit Committees have certain duties and powers as described in their
    charters.  The Edison International Audit Committee Charter approved by the Edison International Board on
    December 14, 2000, and the SCE Audit Committee Charter approved by the SCE Board on December 13, 2001, 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.

    ---------------------
    (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 40

         In connection with the December 31, 2002, financial statements, the Audit Committees:

         o   reviewed and discussed the audited financial statements with the Companies' management;

         o   discussed with PricewaterhouseCoopers LLP, the Companies' independent accountants from May 8, 2002,
             through year-end 2002, 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 PricewaterhouseCoopers LLP 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 2002 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
                            Bradford M. Freeman                Thomas C. Sutton
                            Richard T. Schlosberg, III
                          ---------------------------------- ----------------------------------

                                                INDEPENDENT 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, 2002, by Arthur Andersen LLP and PricewaterhouseCoopers LLP, respectively:

    Page 41

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

              Audit Fees
                       Arthur Andersen                                      256                    97
                       PricewaterhouseCoopers                             6,392                 1,195
              --------------------------------------------------- ---------------------- ---------------------
              Financial Information Systems Design
                and Implementation Fees
                       Arthur Andersen                                       76                    --
                       PricewaterhouseCoopers                                --                    --
              --------------------------------------------------- ---------------------- ---------------------
              All Other Fees:
                   Tax
                       Arthur Andersen                                    1,659                   183
                       PricewaterhouseCoopers                             2,056                 1,250
                   Audit-Related
                       Arthur Andersen                                       --                    --
                       PricewaterhouseCoopers                                20                    20
                   Advisory
                       Arthur Andersen                                      615                   615
                       PricewaterhouseCoopers                                --                    --
              Total All Other Fees
                       Arthur Andersen                                    2,274                   798
                       PricewaterhouseCoopers                             2,076                 1,270
              --------------------------------------------------- ---------------------- ---------------------

                                             INDEPENDENT ACCOUNTANTS FOR 2003

         The Audit Committees of the Edison International and SCE Boards of Directors have considered whether the
    provision of the non-audit services described above is compatible with maintaining PricewaterhouseCoopers'
    independence.  The Edison International and SCE Boards have selected PricewaterhouseCoopers LLP as the Companies'
    independent accountants for calendar year 2003.  PricewaterhouseCoopers is an international accounting firm which
    provides leadership in public utility accounting matters and has served as the Companies' independent accountants
    since May 8, 2002.  Prior to that date, Arthur Andersen LLP served in that role.

         Representatives of PricewaterhouseCoopers are expected to attend the Annual Meeting to respond to
    appropriate questions and to make a statement if they wish; representatives of Arthur Andersen are not expected
    to attend.

    Page 42

                                                     TO BE VOTED ON BY
                                          EDISON INTERNATIONAL SHAREHOLDERS ONLY

                                                  SHAREHOLDER PROPOSAL ON
                                               SHAREHOLDER RIGHTS AGREEMENT
                                         Item 2 on Edison International Proxy Card

         A shareholder of Edison International has given notice of his intention to present the following proposal
    for action at the Annual Meeting.  Pursuant to Rule 14a-8(l)(1) of the Securities Exchange Act, Edison
    International will provide the number of Edison International securities held by the proponent of this
    shareholder proposal promptly upon receipt of an oral or written request; his name and address are below.  The
    following text and information was provided by the proponent of the shareholder proposal and has not been
    endorsed or verified by Edison International.  The Edison International Board of Directors response to the
    shareholder proposal appears below under "Recommendation of Your Board of Directors Against Item 2."

                                          2 - Shareholder Vote regarding Poison Pills
                                This topic won an average 60%-yes vote at 50 companies in 2002

             This is to  recommend  that our Board of  Directors  redeem any  poison  pill  previously  issued (if
             applicable)  and not adopt or extend any poison  pill  unless such  adoption  or  extension  has been
             submitted to a shareholder vote.

             This proposal is submitted by Ronald D. Rattner, 1998 Broadway, #1204, San Francisco, CA 94109.

             Harvard Report
             A 2001 Harvard  Business School study found that good corporate  governance  (which took into account
             whether a company had a poison  pill) was  positively  and  significantly  related to company  value.
             This  study,  conducted  with  the  University  of  Pennsylvania's   Wharton  School,   reviewed  the
             relationship  between the corporate  governance  index for 1,500  companies  and company  performance
             from 1990 to 1999.

             Certain  governance  experts  believe that a company with good  governance  will perform  better over
             time,  leading to a higher stock price.  Others see good  governance as a means of reducing  risk, as
             they believe it decreases the likelihood of bad things happening to a company.

             Since the 1980s  Fidelity,  a mutual fund giant with $800 billion  invested,  has withheld  votes for
             directors at companies that have approved poison pills, Wall Street Journal, June 12, 2002.

             Challenges Faced by our Company
             Shareholders  believe that the  challenges  faced by our company in the past year  demonstrate a need
             for:
             1) Shareholders to have an input on any poison pill considered by our company.
             2) And that our  management  not be sheltered in their jobs by a poison pill which could  prevent the
             emergence of a more capable management team.

    Page 43

             Challenges facing our company include:
             1) Our Southern California Edison (SCE) subsidiary credit rating was cut to "junk."
             2) Tight  credit,  weak  electricity  demand and low prices will hit Edison in 2003  according  to an
             industry analyst.
             3) SCE faces a legal challenge to its debt-repayment deal with the Public Utilities Commission.
             4) SCE is  embroiled in a  contentious  rate case to determine  how much  customers  must pay and the
             level of return for SCE.

             Additionally:
             5) Our  directors,  who  have a  primary  duty  to us as  shareholders  to  monitor  our  management,
             consisted  of 2 employees  and Mr.  Ronald  Olson who has a link to $11 million in legal  billings to
             our company.
             6) A  securities  fraud class action  lawsuit was filed  against  certain  officers of our company in
             March 2001.  The charges included  misrepresenting  and/or failing to disclose  material facts on the
             financial condition of our company.

             Council of Institution Investors Recommendation
             The Council of Institutional  Investors  www.cii.org,  an organization of 120 pension funds investing
             $1.5 trillion,  called for shareholder  approval of poison pills. In recent years,  various companies
             have  redeemed  existing  poison pills or sought  shareholder  approval  for their poison pill.  This
             includes  Columbia/HCA,  McDermott  International and Airborne,  Inc.  Shareholders  believe that our
             company should follow suit and allow shareholders a vote on this key issue.

                                           Allow Shareholder Vote regarding Poison Pills
                                                              Yes on 2

                                               RECOMMENDATION OF YOUR BOARD
                                                OF DIRECTORS AGAINST ITEM 2

         In 1996, the Edison International Board adopted a Rights Agreement (which we refer to as our "shareholder
    rights plan" and the proponent of the shareholder proposal refers to as a "poison pill") to enhance the ability
    of Edison International's shareholders to receive fair value for their investment in the event of an attempted
    takeover of your company.  The Board, comprised of a substantial majority of non-management Directors, has
    reviewed our shareholder rights plan on a regular basis and continues to believe that the rights plan is in the
    best interests of Edison International's shareholders.  THEREFORE, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
    VOTE "AGAINST" ITEM 2.

         Our shareholder rights plan is designed to prevent the coercive, abusive tactics that often characterize
    unsolicited takeover attempts.  Hostile takeover attempts made at a price less than fair, partial tender offers
    that deprive some shareholders of the ability to obtain a full and fair price for all of their shares, and other
    abusive takeover practices are all shortsighted techniques used to realize a quick gain at the expense of
    fairness to the Company, its shareholders and its employees.  Our shareholder rights plan is a "poison pill" only
    with respect to those abusive practices.

         Our shareholder rights plan is not intended to, and will not, prevent a takeover on terms that your Board,
    as the shareholders' elected representatives, determines to be fair and equitable to all

    Page 44

    shareholders.  Rather, it encourages a potential acquirer to negotiate in good faith directly with the Board.  It
    affords the Board valuable time to consider thoughtfully an offer and any alternative proposals.  Thus, our
    shareholder rights plan strengthens the Board's ability, in the exercise of its fiduciary duties, to protect and
    maximize value for all shareholders.

         The Board believes that the adoption of a shareholder rights plan is appropriately within the scope of the
    responsibilities of the Board, acting on behalf of all the shareholders.  Redeeming (eliminating) the rights
    issued under our shareholder rights plan at this time would remove an important tool that the Board believes it
    should have for the protection of shareholders.  In the Board's view, any decision to cancel the shareholder
    rights plan should be made in the context of a specific takeover proposal.

         The proponent's arguments in support of his proposal are vague and, in our view, misleading. Moreover, those
    arguments do not actually support adoption of the proposal.  The proponent implies that having a shareholder
    rights plan in place is not good corporate governance.  However, according to a study performed by the Investor
    Responsibility Research Center (IRRC), 59.6% of S&P 500 companies had shareholder rights plans at the end of
    2001.  And a study conducted by Georgeson & Company, a nationally recognized proxy solicitation and investor
    relations firm, analyzing takeover data from 1992 to 1996, concluded that companies with rights plans received an
    additional $13 billion in takeover premiums when compared with companies without shareholder rights plans.

         Our shareholder rights plan also has features preferred by Institutional Shareholder Services that many
    other companies' plans lack.  First, only takeover offers for 20% or more of Edison International's common stock
    will trigger the plan.  (Of the 1,877 companies with shareholder rights plans for which IRRC had trigger
    information in 2001, 70.8% had a trigger of 15% or less.)  Second, our shareholder rights plan does not have a
    "dead hand" provision, which would allow only certain directors in place at the time the plan was adopted, or
    their designated successors, to redeem the rights issued under the plan.

         Over the past two years, Edison International has been buffeted by the California energy crisis and adverse
    changes in national and global energy markets.  We have worked hard to weather these difficult times and restore
    value for our shareholders.  We have made progress in recovering SCE's past power procurement costs and have
    begun to improve Edison International's and SCE's credit ratings.  In this environment, it is particularly
    important that we have the tools to deal with any coercive and unfair takeover attempts.  Now is not the time to
    remove our shareholder rights plan.

                                    YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST"
                                                          ITEM 2.

    Page 45

                                         SHAREHOLDER PROPOSALS AND NOMINATIONS FOR
                                                   2004 ANNUAL MEETINGS

         To be considered for inclusion in the 2004 proxy statement, shareholder proposals for the Edison
    International and SCE 2004 annual meetings must be received by December 9, 2003.

         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 our offices within the periods, and 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 2004 annual meetings of shareholders are held on May 20, 2004, 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 2004 annual meetings of shareholders, including Director
    nominations, will begin on October 10, 2003, and end on December 9, 2003.

                                              CORPORATE GOVERNANCE PRACTICES

         A description of the Companies' corporate governance practices is available on our Internet site at
    www.edisoninvestor.com.  The Nominating/Corporate Governance Committees periodically review the Companies'
    corporate governance practices and make recommendations to the Companies' Boards that the practices be updated
    from time to time.

                                      AVAILABILITY OF FORM 10-K AND OTHER INFORMATION

         The Edison International and SCE 2002 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, 2003.

         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

    Page 46

                                                  OTHER PROPOSED MATTERS

         The Edison International and SCE Boards were not aware by December 5, 2002 (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 7, 2003

                                                                  For the Boards of Directors,

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

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    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 Hyatt Regency Long Beach, 200 South Pine
    Avenue, Long Beach, California, on May 15, 2003, 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

    -------------------------------------------------------------------------------------------------------------------

    Chech this box to cast your vote in accordance with the recommendation of Southern CaliforniaEdison
    Company Directors on all matters to be voted on at the meeting:                                           ____

    -------------------------------------------------------------------------------------------------------------------

    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

                                 ___ J. E. Bryson          ___ 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

    -------------------------------------------------------------------------------------------------------------------

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                                                                  Please make sure that at least one account continues
                                                                  to receive these materials.

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                                                                  including Proxy Statements and Annual Reports via
                                                                  Internet as described in the Proxy Statement, please
                                                                  mark here.

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                                                    2003 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.

    3.     One moment please while we verify your information.

    4.     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.

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

    6.     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.

    7.     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 9.
           If 2, go to 8.

    8.     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 9.
           If 2, go to 9.
           If 3, go to Director Exception.

                      Director Exception

                      Enter the 2-digit number next to the nominee from whom you would like to withhold your vote,
                      followed by the pound key. Or, if you have completed voting on Directors, press the pound key
                      again.

                               If pound key entered twice, go to 8.
                               If valid nominee number, go to Next Nominee.

                      Next Nominee

                      To withhold your vote from another nominee enter the 2-digit number next to the nominee
                      followed by the pound key. Or if you have completed voting on Directors press the pound key
                      again.

                               If pound key entered twice, go to 8.
                               If valid nominee number, go to Next Nominee.

                      Invalid Nominee Number

                      You have entered an invalid nominee number.

                               {Go to Next Nominee.}

    9.     If you would like to attend the annual meeting, press 1. If not, press 2.
           If 1, go to 10.
           If 2, go to 10.

    10.     If you receive more than one set of proxy materials at the address shown on your proxy card and have no
           need for the extra copies, please press 1. If not, press 2.
           If 1, go to 11.
           If 2, go to 11.

    11.    If you are interested in receiving shareholder communications, including annual meeting materials
           electronically, press 1.  If not, press 2.
           If 1, go to 12.
           If 2, go to 12.

    12.    You have cast your vote as follows:

           Playback back the appropriate vote for this proxy card.

                      Default Playback

                      You have voted in the manner recommended by the Board of Directors.

                      Director Proposal Playback

                      Item #1.  You have voted for all nominees

                      Item #1. You have voted to withhold your vote from all nominees.

                      Item # 1. You have voted for all nominees except for the following nominee numbers.

    13.     To confirm your vote, press 1.  To cancel your vote, press 2.
             If 1, go to 15.
             If 2, go to 14.

    14.    Your vote has been cancelled.  If you wish to vote this card or another card, press 1.  Otherwise, please
           hang up and mark, sign, and return your card in the envelope provided.  Thank you for calling.

    15.    Your vote has been successfully recorded.  It is not necessary for you to mail in your card.  If you wish
           to vote another card or change your vote, press 1.  Otherwise, please hang up. Thank you for voting.

                      No Key Pressed

                      Go to the same item (repeat three times); otherwise, go to Error.

                      Invalid Option

                      You have entered an invalid option.  Go to the same item (repeat three times); otherwise, go to
                      Error.

                      Error

                      We are unable to process your request at this time. Thank you for calling.

                               {Call ends.}