DEF 14A 1 sceproxy04.htm EIX AND SCE JOINT PROXY STATEMENT

                                                       UNITED STATES
                                            SECURITIES AND EXCHANGE COMMISSION
                                                  Washington, D. C. 20549

                                                       SCHEDULE 14A
                                                      (Rule 14a-101)

                                          INFORMATION REQUIRED IN PROXY STATEMENT
                                                 SCHEDULED 14A INFORMATION

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

                                             SOUTHERN CALIFORNIA EDISON COMPANY
    -----------------------------------------------------------------------------------------------------------------------

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

                           (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:
    ------------------------------------------------------------------------------

           (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:
    -----------------------------------------------------------------------------
           (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
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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 20, 2004

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

    EDISON INTERNATIONAL LOGO                                                  SOUTHERN CALIFORNIA EDISON COMPANY LOGO

                                                                                                      April 12, 2004

    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 20, 2004, 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 2003 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 us the cost of additional solicitations.

             Thank you very much for your continued interest in the business of Edison International and SCE.

                                                                  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

    Page

    EDISON INTERNATIONAL LOGO                                                  SOUTHERN CALIFORNIA EDISON COMPANY LOGO

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

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

    Date:      Thursday, May 20, 2004

    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 10 Directors to the Edison International Board and 11 Directors to the SCE Board.  The
               names of the Director nominees are:

                                John E. Bryson                      Ronald L. Olson
                                France A. Cordova                   James M. Rosser
                                Alan J. Fohrer*                     Richard T. Schlosberg, III
                                Bradford M. Freeman                 Robert H. Smith
                                Bruce Karatz                        Thomas C. Sutton
                                Luis G. Nogales

                                 *   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.

    Page

           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 22, 2004, and valid
                            proxyholders for those shareholders, are entitled to vote at the annual meetings.

    Voting Instructions:    To vote by mail, 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 Edison 401(k)
                            Savings Plan for employees, you may vote by telephone or via the Internet by
                            following the instructions on your proxy card.  Voting by telephone and via the
                            Internet is available 24 hours a day, seven days a week, through 9:00 p.m. Pacific
                            Time, on May 19, 2004, except for Edison 401(k) Savings Plan shareholders who must
                            vote by 9:00 a.m., Pacific Time, on May 17, 2004.  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 Edison 401(k)
                            Savings 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 Edison 401(k) Savings 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 2003 Annual Reports are available on Edison
                            International's Internet website 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 that 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 12, 2004

                                                              For the Boards of Directors,

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

                                                       IMPORTANT

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

    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............................................................7

    Electronic Access to Proxy Statements and Annual Reports.......................................................7

    Election of Directors, Nominees for Election...................................................................8

    Questions and Answers on Corporate Governance.................................................................11

    Board Committees and Subcommittees............................................................................16

    Director Compensation.........................................................................................20

    Stock Ownership of Directors and Executive Officers...........................................................24

    Section 16(a) Beneficial Ownership Reporting Compliance.......................................................25

    Stock Ownership of Certain Shareholders.......................................................................26

    Executive Compensation........................................................................................28

         Summary Compensation Table...............................................................................28

         Option/SAR Grants in 2003................................................................................30

         Aggregated Option/SAR Exercises in 2003 and FY-End Option/SAR Values.....................................32

         Long-Term Incentive Plan Awards in Last Fiscal Year......................................................33

         Pension Plan Table.......................................................................................35

         Other Retirement Benefits................................................................................36

         Employment Contracts and Termination of Employment Arrangements..........................................37

    Compensation and Executive Personnel Committees' Report on Executive Compensation.............................38

    Compensation and Executive Personnel Committees' Interlocks and Insider Participation.........................42

    Five-Year Stock Performance Graph.............................................................................43

    Certain Relationships and Transactions........................................................................44

    Other Management Transactions.................................................................................45

    Change in Certifying Accountant...............................................................................45

    Audit Committees' Report......................................................................................46

    Independent Accountant Fees...................................................................................47

    Independent Accountants for 2004..............................................................................48

    To be Voted on by Edison International Shareholders Only:  Shareholder Proposal

         On Shareholder Rights Agreement..........................................................................48

    Recommendation of Your Board of Directors Against Item 2......................................................50

    Shareholder Proposals and Nominations for 2005 Annual Meetings................................................51

    Page

    Code of Business Conduct and Ethics...........................................................................51

    Availability of Form 10-K and Other Information...............................................................51

    Other Proposed Matters........................................................................................52

    Appendix A:       Edison International Charter for the Audit Committee of the Board of Directors.............A-1

    Appendix B:       Southern California Edison Company Charter for the Audit Committee
                      of the Board of Directors..................................................................B-1

    Page 2

                                                     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 2003 Annual Reports are being
    distributed together beginning April 12, 2004, to the Edison International and Southern California Edison Company
    shareholders for their annual meetings.  The annual meetings will be held jointly on Thursday, May 20, 2004, 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   "EME" means Edison Mission Energy, an electric power generation nonutility subsidiary of Edison
             International.

         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   "401(k) Plan" means the employee benefit plan known as the Edison 401(k) Savings Plan (formerly known as
             the Stock Savings Plus Plan) through which participants may hold Edison International shares represented
             by their interests in the Edison International Stock Fund.

    Page 1

         o   "401(k) Plan shareholders" means participants in the 401(k) Plan who hold interests in the Edison
             International Stock Fund equivalent to Edison International shares.

         o   "SCE" means Southern California Edison Company.

         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 10 Directors for Edison
         International and 11 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 22, 2004, 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 nominee who is the registered shareholder.  Shares held by participants in the
         401(k) Plan 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 401(k) Plan 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 401(k)
         Plan 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

    Page 2

         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 that is a corporation, partnership, association or other entity is limited to three authorized
         representatives at the Annual Meeting.  Cameras, recording devices and other electronic devices will not be
         permitted at the meeting.

    Q:   How do I vote?

    A:   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 401(k) Plan 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 website
                                                http://www.eproxyvote.com/eix
                                                Access the SCE Internet voting website
                                                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.  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 website.  Voting by telephone and via the Internet is
         available 24 hours a day, seven days a week, through 9:00 p.m., Pacific Time, on May 19, 2004, except for
         401(k) Plan shareholders who must vote by 9:00 a.m., Pacific Time, on May 17, 2004.

         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 401(k) Plan 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, fiduciary, custodian or other nominee 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.

    Page 3

             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.

         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 voting instructions, but I do not indicate my voting preference?

    A:   If you return your proxy or voting instructions by mail and do not indicate how you wish to vote for the
         nominees for Director, the proxies and 401(k) Plan trustee will vote "FOR" election of all the nominees for
         Director (Item 1).  If you return your proxy or voting instructions by mail and do not indicate how you wish
         to vote on the shareholder proposal, the proxies and 401(k) Plan trustee will vote "AGAINST" the shareholder
         proposal (Item 2).  If you vote by telephone or on the Internet and do not indicate how you wish to vote for
         the nominees for Director, your shares will be treated as unvoted shares on the election.  If you vote by
         telephone or on the Internet and do not indicate how you wish to vote on the shareholder proposal, your
         shares will be treated as unvoted shares on the proposal.  In the case of the 401(k) Plan, unvoted shares
         may be voted by the trustee in its capacity as Edison International stock fund investment manager as it
         chooses.

    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 provide voting instructions to a designated proxy or cast
         a ballot at the Annual Meeting, your shares will not be voted.  If you are a 401(k) Plan shareholder and you
         do not provide 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.

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         Your last vote will be the vote that is counted.

         If you are a 401(k) Plan shareholder, you can revoke your voting instructions by voting again via mail,
         telephone or the Internet by 9:00 a.m., Pacific Time, on May 17, 2004.

         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 22, 2004, Edison International had 352,794,747 shares of Edison International
         Common Stock outstanding and entitled to vote.  SCE had 5,150,198 shares of Cumulative Preferred Stock,
         1,588,800 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 325,794,747 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 3,001,600 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 468,790,892 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 10 nominees receiving the highest number of affirmative or "for"
         votes will be elected as Directors of Edison International and the 11 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.

    Page 5

    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 401(k) Plan, 401(k) Plan shareholders' voting instructions are given
         directly to EquiServe Trust Company.  EquiServe tabulates those votes and then provides aggregate voting
         results directly to the 401(k) Plan trustee.  Edison International does not have access to any of the 401(k)
         Plan shareholders' voting instructions, and 401(k) Plan voting results are only 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 in the DRP,
         and all whole shares held in the 401(k) Plan.  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 an aggregate maximum fee of $12,000, 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 Internet website 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.

    Page 6

                                    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 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 2003 Annual Report, Edison International or SCE will promptly deliver your 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.  Additionally, to resume the mailing of individual copies of future annual
    reports, proxy statements, proxy statements combined with a prospectus, and information statements to a
    particular account, you may contact Wells Fargo Bank, N.A., Attn:  Householding, P. O. Box 64854, St. Paul,
    Minnesota 55164-0854, or at 800-347-8625, and your request will be effective within thirty days after receipt.
    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 2003 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 2003 Annual Reports are available on Edison
    International's Internet website 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 a 401(k) Plan 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

    Page 7

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

         If you are a registered shareholder and/or 401(k) Plan 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 Edison International or SCE 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

         Ten Directors will be elected to the Edison International Board and eleven 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 current Director, Daniel M. Tellep, is retiring from both Boards.  A prior
    Director, Joan C. Hanley, retired from both Boards on December 31, 2003.  France A. Cordova is being nominated to
    serve as a Director for the first time for both Boards.  A brief biography of each nominee is presented below.

    Page 8

    JOHN E. BRYSON
    Chairman of the Board, President and Chief Executive Officer of Edison International and Chairman of the Board of SCE
    (since 2003); Chairman of the Board of Edison Capital (a financial investment nonutility subsidiary of Edison
    International) (since 2000); Chairman of the Board, President and Chief Executive Officer of Edison International and
    Chairman of the Board of EME (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 since 2003.  He is a Director of The Boeing Company and The Walt Disney Company, and a Director/Trustee
    for three funds in the Western Asset funds complex.  Mr. Bryson is a graduate of Stanford University and Yale Law
    School.  Age 60.

    FRANCE A. CORDOVA
    Chancellor, University of California, Riverside (since 2002); Vice Chancellor for Research, University of
    California, Santa Barbara (1996-2002); Chief Scientist, National Aeronautics and Space Administration (1993-1996)
    Dr. Cordova is being nominated for the first time as a Director of Edison International and SCE.  She is a
    Director of Belo Corporation.  Dr. Cordova is a graduate of Stanford University and holds a Ph.D. in physics from
    the California Institute of Technology.  Age 56.

    ALAN J. FOHRER*
    Chief Executive Officer of SCE (since 2003); Chairman of the Board and Chief Executive Officer of SCE (2002);
    President and Chief Executive Officer of EME (2000-2001); Chairman of the Board of EME (1999); Executive Vice
    President and Chief Financial Officer of Edison International (1996-2000)
    Mr. Fohrer has been a Director of SCE since 2002.  He is a Director of Duratek, Inc.  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 53.

    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 CB Richard Ellis
    Services Inc.  Mr. Freeman is a graduate of Stanford University, and holds an MBA degree from Harvard Business
    School.  Age 62.

    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 and Honeywell International, 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 58.

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

    Page 9

    LUIS G. NOGALES
    Managing Partner of Nogales Investors, LLC (a private equity investment company) (since 2001); President of
    Nogales Partners (a private equity investment company) (1990-2001)
    Mr. Nogales has been a Director of Edison International and SCE since 1993.  He is a Director of Arbitron Inc.,
    Kaufman and Broad, SA, France, and KB Home.  Mr. Nogales is a graduate of San Diego State University and Stanford
    Law School.  Age 60.

    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 The Washington Post Company.  Mr. Olson is a graduate of Drake
    University and University of Michigan Law School and holds a Diploma in Law from Oxford University.  Age 62.

    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 65.

    RICHARD T. SCHLOSBERG, III
    Retired President and Chief Executive Officer of The David and Lucile Packard Foundation (private family
    foundation) (1999-January 2004)
    Mr. Schlosberg has been a Director of Edison International and SCE since 2002.  He is a Director of eBay Inc.
    Mr. Schlosberg is a graduate of the United States Air Force Academy, and holds an MBA degree from Harvard Business
    School.  Age 60.

    ROBERT H. SMITH
    Robert H. Smith Investments and Consulting (banking and financial-related consulting services) (since December
    2003); Managing Director of Smith & Crowley, Inc. (merchant banking)
    (1992-November 2003)
    Mr. Smith has been a Director of SCE since 1987, and a Director of Edison International since 1988.  He is a
    Director of Commerce National Bank, and a Public Governor of the Pacific Exchange.  He is also 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 68.

    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 61.

    Page 10

                                       QUESTIONS AND ANSWERS ON CORPORATE GOVERNANCE

    Q:   How are potential Director nominees identified and selected by the Boards to become nominees?

    A:   It is the responsibility of the Edison International and SCE Nominating/Corporate Governance Committees to
         recommend Director candidates to their respective Boards.  Since February 20, 2003, when Mr. Olson resigned
         from the Committees, each Committee member has been independent under the New York Stock Exchange rules.

         It is the policy of the Committees to consider Director candidates recommended to the Committees by
         shareholders.  For Committee consideration, shareholder suggestions for Director candidates must be
         submitted in writing to the Secretary of Edison International and/or SCE and include (i) the shareholder's
         name and address, as they appear on the corporation's books, or a written statement from the record holder
         of the shares (usually a broker or bank) showing the class and number of shares beneficially owned, (ii) the
         name, age, and business and residence addresses of the candidate, (iii) the principal occupation or
         employment of the candidate, (iv) the class and number of shares of Edison International and SCE
         beneficially owned by the candidate, (v) a written description of any direct or indirect business
         relationships or transactions within the last three years between Edison International and its subsidiaries
         and senior management, on the one hand, and the candidate and his or her affiliates and immediate family
         members, on the other hand, (vi) any other information concerning the nominee required under SEC rules to be
         in a proxy statement soliciting proxies for the election of the nominee, (vii) a consent signed by the
         candidate to serve as a Director if elected, and (viii) a written description, together with any supporting
         materials, of the qualifications, qualities and skills of the candidate that the shareholder deems
         appropriate to submit to the Committees to assist in their consideration of the candidate.

         In identifying potential Director nominees, the Committees also consider suggestions made by the respective
         Companies' Board members and senior management.  France A. Cordova, who is being nominated to serve on the
         Boards for the first time, was recommended by a non-management Director.

         There are no differences in the manner in which the Committees evaluate a Director candidate based on
         whether the candidate is recommended by a shareholder.  After the Committees receive a recommendation for a
         potential Director nominee, the Committees consider the information provided to them from the source who
         recommended the candidate.  For the Committees to recommend a Director nominee, the candidate must at a
         minimum possess the qualifications, qualities and skills set forth in the Companies' respective Corporate
         Governance Guidelines, including:

         o   A reputation for integrity, honesty and adherence to high ethical standards;

         o   Experience in a generally recognized position of leadership; and

         o   The demonstrated business acumen, experience and ability to exercise sound judgment in matters that
             relate to the current and long-term objectives of the Company.

         The Committees also consider other factors and information in their evaluation of potential Director
         nominees, including the Boards' current need for additional members, the candidate's potential for
         increasing the Boards' range of business experience, desirable skills and diversity, the candidate's

    Page 11

         independence, and other factors the Committees deem appropriate.  If based on this preliminary evaluation
         the Committees determine to continue their consideration of a candidate, one or more members of the
         Committees, and others as determined by the Committees, interview the candidate.  After the interview, the
         Committees conduct any further research on the candidate that they deem appropriate.  The Committees then
         determine whether to recommend to the Companies' respective Boards that the candidate be a Director
         nominee.  The Companies' respective Boards consider the Committees' recommendations and determine whether to
         nominate any candidate for election.

    Q:   How do the Edison International and SCE Boards determine which Directors are considered independent?

    A:   Under the New York Stock Exchange listing standards, the Edison International Board is required to consist
         of at least a majority of independent Directors.  Under the Companies' Corporate Governance Guidelines, both
         Companies' Boards are required to consist of at least a majority of independent Directors.  The Boards
         recently revised their Corporate Governance Guidelines to include categorical standards to assist in
         determining whether each Director has a material relationship with the Companies that would cause the
         Director not to be independent.  Additionally, to be a member of a Board Committee required to be comprised
         of independent Directors, Directors may have to meet additional requirements to be considered independent.
         The Companies' Corporate Governance Guidelines are posted on Edison International's Internet website at
         www.edisoninvestor.com and are available in print upon request from the Edison International or SCE
         Secretary.

         Under the Guidelines, no Director will be considered independent if he or she has a relationship with the
         Companies that would be deemed disqualifying under New York Stock Exchange listing standards for purposes of
         a determination of independence.  Directors who are not so disqualified from being independent will be
         determined by the Boards to be independent unless a Director otherwise has a material relationship with
         Edison International, SCE, or any of their subsidiaries.  The Boards have determined that the following
         relationships are not considered material for purposes of determining Directors' independence:

         o   Discretionary charitable contributions by the Company to a charitable organization (including a
             non-profit educational or other institution) with which the Director or an immediate family member is
             (or was in the preceding three years) affiliated as an officer, director, trustee, or employee, or
             otherwise, if (a) the Company's total contributions to the organization in each of the organization's
             preceding three fiscal years were less than 1% of the organization's reported consolidated gross
             revenues in the applicable fiscal year (the Company's matching of employee contributions shall not be
             included in the amount of the Company's contributions for this purpose), and (b) the contributions did
             not result in any direct financial benefit to the Director or an immediate family member;

         o   Payments made by the Company to an entity with which the Director or an immediate family member is (or
             was in the preceding three years) affiliated as a director, officer, employee, or otherwise, or payments
             received by the Company from such an entity, for property or services, if (a) the total amount of the
             payments made or received in each of the entity's preceding three fiscal years was less than 1% of the
             entity's reported consolidated gross revenues in the applicable fiscal year, (b) the payments did not
             result in a direct financial benefit to the Director or an immediate family member, and (c) the Director
             and any immediate family members do not (and did not in the preceding three years) directly or
             indirectly own, in the aggregate, more than 10% of the entity;

    Page 12

         o   Indebtedness of the Company owed to, or indebtedness owed to the Company by, an entity with which the
             Director or an immediate family member is (or was in the preceding three years) affiliated as a director,
             officer, or employee, or otherwise, if (a) the total amount of indebtedness in each of the entity's
             preceding three fiscal years was less than 1% of the entity's reported consolidated gross assets at the
             end of the applicable fiscal year, and (b) the indebtedness does not result in any direct financial
             benefit to the Director or an immediate family member;

         o   Direct or indirect ownership by the Director or an immediate family member (including ownership by an
             entity with which the Director or an immediate family member is affiliated as a director, officer, or
             employee, or otherwise) of equity securities of the Company;

         o   Direct or indirect ownership by the Company of equity securities of an entity with which the Director or
             an immediate family member is (or was in the preceding three years) affiliated as a director, officer,
             or employee, or otherwise, if (a) the total amount of the entity's equity securities owned by the
             Company did not exceed 5% of the entity's outstanding equity securities at any time during the preceding
             three years, and (b) the Company's ownership of the equity securities does not result in any direct
             financial benefit to the Director or an immediate family member;

         o   Gifts, perquisites, and other similar transactions between the Company and the Director or an immediate
             family member that did not provide an aggregate direct or indirect financial benefit or value of more
             than $5,000 to the Director and immediate family members in any of the preceding three calendar years;
             and

         o   The Company's employment in a non-executive officer capacity of an immediate family member of the
             Director, if the direct compensation paid to the Director's immediate family member in each of the
             preceding three calendar years was $30,000 or less.

         For purposes of the categories of relationships described in the foregoing bullets:

         o   "Company" means Edison International, SCE, and their consolidated subsidiaries;

         o   "executive officer" means an entity's president, principal financial officer, principal accounting
             officer, any vice president in charge of a principal business unit, division or function, and any other
             person who performs similar policy-making functions for the entity; and

         o   "immediate family member" of a Director means his or her spouse, parent, child, sibling, mother-in-law,
             father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, and anyone (other than
             domestic employees) who shares the Director's home; provided, that an individual shall not be deemed an
             immediate family member if the individual is no longer related to a Director as a result of legal
             separation, divorce, death, or incapacitation.

         For relationships not prohibited by New York Stock Exchange rules and also not covered under the preceding
         categories of immaterial relationships, the determination of whether a relationship is material or not, and
         therefore whether a Director is independent or not, is made in good faith by the independent Directors.

    Page 13

    Q:   Which Directors have the Edison International and SCE Boards determined are independent?

    A:   The Boards have determined that Directors Freeman, Karatz, Nogales, Rosser, Schlosberg, Smith, Sutton, and
         Tellep, and Director nominee Cordova, have no material relationships with the Companies and, therefore, are
         independent.  In connection with its review of business relationships between the Companies and its
         Directors and Director nominee, the Boards determined that the following relationships are not material and
         do not impair the respective Directors' independence:

         o   Mr. Smith is a Director of Commerce National Bank, which opened for business in December 2003 and had
             assets of approximately $11.5 million and common equity of approximately $6 million, as of December 31,
             2003.  Mr. Smith and Mr. Craver, Edison International's Executive Vice President, Chief Financial
             Officer and Treasurer, have made investments in Commerce National Bank in the respective amounts of
             $225,000 and $150,000.  In concluding that the relationships among Messrs. Smith and Craver and Commerce
             National Bank are not material, the Boards considered the facts that neither Mr. Smith nor Mr. Craver is
             an executive officer of Commerce National Bank, Mr. Smith's and Mr. Craver's respective investments each
             represent less than 4% of the common equity of Commerce National Bank, and the investments also
             represent a relatively small portion of the net worth of either Mr. Smith or Mr. Craver.

         o   Dr. Rosser is President of California State University, Los Angeles.  Robert G. Foster, President of
             SCE, has been a member of the California State University Board of Trustees since 1998.  Under California
             law, there are 25 members of the Board of Trustees including California's Governor, Lieutenant Governor,
             Speaker of the Assembly, Superintendent of Public Instruction, and State University Chancellor.  The
             remaining members are appointed by the Governor, and non-student, non-faculty members must be ratified
             by the State Senate.  Mr. Foster served on the Board of Trustees' standing Committee on University and
             Faculty Personnel (the "Personnel Committee") from 2000 until his resignation on February 20, 2004.
             During 2003 and 2004 until his resignation from the Personnel Committee, Mr. Foster also acted as Vice
             Chair of the Personnel Committee.  The responsibilities of the Personnel Committee include making
             recommendations to the Board of Trustees concerning salaries, housing allowances, and automobile
             allowances for new University presidents and other executive officers of the California State University
             system, and periodic recommendations concerning salary adjustments for existing University presidents
             and other executive officers.  In concluding that the relationships between Dr. Rosser and Mr. Foster
             are not material, the Boards also considered the following factors:

             o   Mr. Foster was not a member of the Board of Trustees or the Personnel Committee when Dr. Rosser was
                 appointed President of California State University, Los Angeles and was not involved in
                 recommending or setting Dr. Rosser's initial salary and benefits.  During Mr. Foster's tenure on
                 the Board of Trustees and Personnel Committee, the only actions recommended or taken that affected
                 Dr. Rosser's salary were across-the-board increases for University presidents and other executive
                 officers of approximately 6.5% in July 2000, 2% in July 2001, and 1.68% in July 2002.

             o   The Board of Trustees and Personnel Committee have only limited discretion to recommend and approve
                 actions affecting the compensation of California State University presidents, and they must act
                 within the constraints established by the California State University's

    Page 14

             budget, which is determined by actions of the Governor of California and the California State
             Legislature.  The Personnel Committee's recommendations to the Board of Trustees regarding salary
             actions are based on prior recommendations made or approved by the California State University
             Chancellor.

    Q:   Is SCE subject to the same stock exchange listing standards regarding corporate governance matters as Edison
         International?

    A:   No.  Edison International is listed on the New York Stock Exchange and the Pacific Exchange, and is subject
         to their listing standards on corporate governance and other matters.  SCE is listed on the American Stock
         Exchange and the Pacific Exchange.  However, the American Stock Exchange only requires certain listed
         issuers to comply with designated corporate governance standards for Board and Board Committee composition
         including director independence, the director nominations process, and the process to determine executive
         compensation.  SCE is a controlled company exempt from these rules because over 50% of its voting power is
         held by its parent company, Edison International.

    Q:   How many times did the Companies' Boards meet in 2003?

    A:   During 2003, the Edison International Board met eight times and the SCE Board met seven times.  Each Board
         also held two executive sessions of the non-employee Directors.  The presiding Director for these sessions
         is designated by the non-employee Directors on an annual basis.  Mr. Tellep was designated as the presiding
         Director in April of 2003 and served as the presiding director for the sessions held in 2003.  A new
         presiding Director will be designated after the Annual Meeting.  During 2003, 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.

    Q:   Do the Companies have a policy on attendance of Director nominees at annual shareholders' meetings?

    A:   Director nominees are expected to attend annual meetings of the Companies' shareholders.  All 2003 Director
         nominees of the respective Companies attended the 2003 annual meeting.

    Q:   How may I communicate with the Board?

    A:   Shareholders may communicate with any individual Director, with the Directors as a group, or with the
         non-employee Directors as a group.  To do so, you may call the Companies' hotline at (800) 877-7089 and ask
         the hotline provider to transmit the communication directly to the individual Director or intended group of
         Directors.  You may also deliver your communication in writing addressed to the Director or to the intended
         group of Directors c/o Corporate Secretary, Edison International or SCE, 2244 Walnut Grove Avenue, Rosemead,
         California 91770.  All communications other than surveys and advertising and marketing materials will be
         forwarded directly to the individual Director or group of Directors, as applicable.

    Q:   Does Edison International have a policy on shareholder rights plans?

    A:   Yes.  On February 26, 2004, the Edison International Board adopted the following policy on shareholder
         rights plans:

    Page 15

         Edison International's existing shareholder rights plan, which expires by its terms on November 21, 2006,
         has been amended to provide that Edison International's Board of Directors will not cause the plan to be
         triggered (i.e. making the rights exercisable) without prior approval by Edison International's
         shareholders.  Edison International's Board of Directors will not extend the existing rights plan.  Also,
         the Edison International Board would seek prior shareholder approval of the adoption of any new shareholder
         rights plan unless, due to timing constraints or other reasons consistent with the fiduciary duties of
         Edison International's Board of Directors, a committee consisting solely of independent Directors determines
         that it would be in the best interests of Edison International's shareholders to adopt the plan before
         obtaining shareholder approval.  Any rights plan hereafter adopted by Edison International's Board of
         Directors without prior shareholder approval shall automatically terminate on the first anniversary of the
         adoption of the plan unless, prior to such anniversary, the plan shall have been approved by Edison
         International's shareholders.

                                            BOARD COMMITTEES AND SUBCOMMITTEES

         Edison International and SCE have standing Audit, Compensation and Executive Personnel, Executive, Finance,
    and Nominating/Corporate Governance Committees.  Additionally, both Companies have subcommittees of the
    Compensation and Executive Personnel Committee and had subcommittees of the Nominating/Corporate Governance
    Committee through February 20, 2003.  The Committees' charters are posted on Edison International's Internet
    website at www.edisoninvestor.com and are available in print upon request from the Edison International or SCE
    Secretary.  The following table describes the Boards' committees and subcommittees.

    -------------------------------------- --------------------------------------------------------------- ------------------
                  COMMITTEE                                                                                     NUMBER
               OR SUBCOMMITTEE                                                                                    OF
                  NAME AND                                         COMMITTEE AND                               MEETINGS
               CURRENT MEMBERS                                 SUBCOMMITTEE FUNCTIONS                           IN 2003
    -------------------------------------- --------------------------------------------------------------- ------------------
    Audit Committee (1)
      Daniel M. Tellep, Chair               o  Appoints the independent accountants.
      Bradford M. Freeman
      Richard T. Scholsberg, III            o  Assists the Boards in their oversight of 1) the
      Robert H. Smith                          integrity of financial statements, 2) systems of                 Edison
      Thomas C. Sutton                         disclosure and internal control regarding finance,            International:
                                               accounting, legal compliance and ethics that                       11
                                               management and the Boards have established,
                                               3) compliance with legal and regulatory
                                               requirements, 4) the qualifications and                           SCE:
                                               independence of the independent accountants                        10
                                               retained for the purpose of preparing or issuing an
                                               audit report or performing other audit, review or
                                               attest services and 5) the performance of the
                                               independent accountants and of the internal audit
                                               function.

    Page 16

    -------------------------------------- --------------------------------------------------------------- ------------------
                  COMMITTEE                                                                                     NUMBER
               OR SUBCOMMITTEE                                                                                    OF
                  NAME AND                                         COMMITTEE AND                               MEETINGS
               CURRENT MEMBERS                                 SUBCOMMITTEE FUNCTIONS                           IN 2003
    -------------------------------------- --------------------------------------------------------------- ------------------

                                            o  Meets regularly with management, the independent
                                               accountants, and the internal auditors to make
                                               inquiries regarding the manner in which the
                                               responsibilities of each are being discharged.

                                            o  Recommends to the Boards 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  Produces annually a report on certain committee
                                               actions for the proxy statement.
    -------------------------------------- --------------------------------------------------------------- ------------------

    Compensation and Executive              o  Reviews the performance and sets the compensation                   Edison
    Personnel Committees                       of designated elected officers, including the                   International:
      Robert H. Smith, Chair                   Executive Officers.                                                    4
      Bruce Karatz
      Luis G. Nogales                       o  Reviews Director compensation for consideration
      James M. Rosser                          and action by the Boards.
      Thomas C. Sutton
                                            o  Approves the design of executive and Director                         SCE:
                                               compensation programs, plans and arrangements.                         4

                                            o  May elect designated officers and determine their
                                               compensation.

                                            o  Participates in executive succession planning and
                                               management development.

                                            o  Produces annually a report on executive
                                               compensation for the proxy statement.

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

    Page 17

    -------------------------------------- --------------------------------------------------------------- ------------------
                  COMMITTEE                                                                                     NUMBER
               OR SUBCOMMITTEE                                                                                    OF
                  NAME AND                                         COMMITTEE AND                               MEETINGS
               CURRENT MEMBERS                                 SUBCOMMITTEE FUNCTIONS                           IN 2003
    -------------------------------------- --------------------------------------------------------------- ------------------

    Executive Committees(2)                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.                                                   0
         Ronald L. Olson
         James M. Rosser
         Thomas C. Sutton                                                                                        SCE:
         SCE                                                                                                      1
         John E. Bryson, Chair
         Alan J. Fohrer
         Ronald L. Olson
         James M. Rosser
         Thomas C. Sutton

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

    Finance Committees(2)                  o   Regularly reviews the financial structure of their              Edison
         Luis G. Nogales, Chair                respective companies.                                       International:
         Bradford M. Freeman                                                                                      3
         Ronald L. Olson                   o   The Edison International Finance Committee reviews the
         Daniel M. Tellep                      financial planning process and investment outlook for
                                               Edison International and its nonutility subsidiaries,            SCE:
                                               and approves certain investments.                                  4

                                           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 18

    -------------------------------------- --------------------------------------------------------------- ------------------
                  COMMITTEE                                                                                     NUMBER
               OR SUBCOMMITTEE                                                                                    OF
                  NAME AND                                         COMMITTEE AND                               MEETINGS
               CURRENT MEMBERS                                 SUBCOMMITTEE FUNCTIONS                           IN 2003
    -------------------------------------- --------------------------------------------------------------- ------------------

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

                                           o    Advises the Boards with respect to corporate governance
                                                matters.

                                           o    Oversees the evaluation of the Boards and Committees.

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

    Compensation and                       o    May elect designated officers and determine their               Edison
    Executive Personnel                         compensation.                                               International/
    Subcommittees                                                                                                SCE:
         Robert H. Smith, Chair            o    May handle certain substantive and administrative tasks           0;
         At least one Compensation and          related to executive compensation.                         Took action only
         Executive Personnel Committee                                                                       by unanimous
         member appointed by Committee                                                                      written consent
         Chair

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

    Page 19

    -------------------------------------- --------------------------------------------------------------- ------------------
                  COMMITTEE                                                                                     NUMBER
               OR SUBCOMMITTEE                                                                                    OF
                  NAME AND                                         COMMITTEE AND                               MEETINGS
               CURRENT MEMBERS                                 SUBCOMMITTEE FUNCTIONS                           IN 2003
    -------------------------------------- --------------------------------------------------------------- ------------------

    Nominating/                            o  Temporarily formed to recommend action to the                     Edison
    Corporate Governance                      Boards with respect to corporate governance                   International:
    Subcommittees(3)                          matters.                                                             2
         None

                                                                                                                 SCE:
                                                                                                                   2
    -------------------------------------- --------------------------------------------------------------- ------------------

    (1)    The respective Companies' Boards have determined that Mr. Sutton is a financial expert under SEC guidelines and
           is independent under the New York Stock Exchange listing standards.

    (2)    Mr. Olson resigned from the Nominating/Corporate Governance Committees on February 20, 2003.  Ms. Hanley was a
           member of the Executive and Finance Committees, and Chair of the Nominating/Corporate Governance Committees
           until her retirement.  Upon Ms. Hanley's retirement, Mr. Freeman became a member, and Dr. Rosser became the
           Chair, of the Nominating/Corporate Governance Committees.

    (3)    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.  These Subcommittees ceased to exist on February 20, 2003.  The Subcommittees' members were Ms. Hanley,
           Chair, and Messrs. Karatz, Rosser, and Schlosberg.

                                                   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.

    Fees

         During 2003, 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.

    Page 20

         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

         Non-employee Directors of Edison International and SCE are granted the following awards annually under the
    Edison International Equity Compensation Plan upon election or reelection to the Boards:

    Upon initial election to the Boards (there were no new Directors elected in 2003):

         o   2,000 Edison International deferred stock units, or the number of deferred stock units determined by
             dividing twice the annual Board retainer by the closing price of Edison International Common Stock on
             the date of election, whichever is less, and

         o   1,000 Edison International nonqualified stock options.

    Upon reelection to the Boards:

         o   1,000 shares of Edison International Common Stock or deferred stock units, or the number of shares or
             deferred stock units determined by dividing the annual Board retainer by the closing price of Edison
             International Common Stock on the date of reelection, whichever is less, and

         o   1,000 Edison International nonqualified stock options.

         Directors serving on both Boards receive only one award per year.  Directors may choose in advance to
    receive the stock/deferred stock unit portion of the reelection award entirely in Edison International Common
    Stock, entirely in deferred stock units or in any combination of the two.  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 2003 may be exercised to
    purchase one share of Edison International Common Stock at an exercise price equal to $15.37, the fair market
    value of the underlying Common Stock on May 15, 2003, the date the stock option was granted.  The stock options
    were fully vested upon grant and have a ten-year term.  The Director stock

    Page 21

    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.  Edison International will substitute cash awards
    to the extent necessary to pay any government levies.

    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.  Amounts deferred
    accrue interest until paid to the 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.  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.  Amounts deferred accrue interest until paid to the Director.  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-

    Page 22

    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
    2003 to the deferred compensation plan accounts of the following Directors:

                               --------------------------------- --------------------------
                                                                       Preferential
                                           Director                      Interest
                               --------------------------------- --------------------------
                               Bradford M. Freeman                       $    1,866
                               --------------------------------- --------------------------
                               Bruce Karatz                              $    1,692
                               --------------------------------- --------------------------
                               Ronald L. Olson                           $   11,459
                               --------------------------------- --------------------------
                               James M. Rosser                           $   87,715
                               --------------------------------- --------------------------
                               Richard T. Schlosberg, III                $    1,891
                               --------------------------------- --------------------------
                               Robert H. Smith                           $   13,526
                               --------------------------------- --------------------------
                               Thomas C. Sutton                          $    9,608
                               --------------------------------- --------------------------

    Page 23

                                    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 29, 2004, by the respective Directors and Director nominee of Edison International and SCE, the
    Executive Officers of Edison International and SCE named in the Executive Compensation Summary Compensation Table
    below, and all Directors, the Director nominee, 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, 2004, through the payment of deferred stock units and the exercise of stock options.

      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
                                                                                Shares       Total Shares
      Name of                                   Deferred         Stock         of Common     Beneficially      Percent
      Beneficial Owner                       Stock Units(1)    Options(2)      Stock(3)        Owned(4)         of Class
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
      Directors and Executive Officers:
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          John E. Bryson(5)                           0         1,783,753        282,574        2,066,327         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          France A. Cordova                           0                 0              0                0         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Alan J. Fohrer(5)                           0           567,918         82,000          649,918         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Bradford M. Freeman                     3,027             2,000         50,000           55,027         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Bruce Karatz                            3,027             2,000          3,300            8,327         *
      --------------------------------------------------------------------------------------------------------------------
          Luis G. Nogales                         2,793             2,000          4,565            9,358         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Ronald L. Olson                         2,793             2,000         30,027           34,820         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          James M. Rosser                         1,784             2,000         10,100           13,884         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Richard T. Schlosberg, III              3,027             2,000          5,000           10,027         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Robert H. Smith                         2,793             2,000         20,122           24,915         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Thomas C. Sutton                        2,793             2,000         31,498           36,291         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Daniel M. Tellep                        2,793             2,000         23,198           27,991         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
      Additional Executive Officers:
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Bryant C. Danner(5)                         0           724,315         65,364          789,679         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Theodore F. Craver, Jr.(5)                  0           351,767         55,000          406,767         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Harold B. Ray(5)                            0           348,197         26,008          374,205         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          Robert G. Foster(5)                         0           267,806         15,653          283,459         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
          John R. Fielder(5)                          0           203,359         25,060          228,419         *
      -------------------------------------- --------------- --------------- -------------- ---------------- -------------
      All Directors and Executive Officers
      of Edison International as a group
      (18 individuals)                           24,830         4,343,023        762,092        5,129,945       1.55%
     ======================================  =============== ==============  ============== ===============  =============
      All Directors and Executive Officers
      of SCE as a group (24 individuals)         24,830         4,291,161        749,636        5,065,627       1.53%
     =====================================   =============== ==============  ============== ===============  =============

    *    The number of shares shown for each individual constitutes less than 1% of the outstanding shares of
    Edison International Common Stock, as computed under SEC rules.

    ---------------
    (1)   Includes deferred stock units granted to the non-employee Directors worth one share each payable upon the
          holder's death, retirement, or resignation.

    (2)   Includes shares which can be acquired or paid on an accelerated basis due to retirement, death, disability,
          resignation, 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) 401(k) Plan shares for which instructions not received from any plan

    Pahe 24

          participant 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:
          Mr. Bryson - 26,220; Mr. Fohrer - 27,330; Mr. Olson - 10,000; Dr. Rosser - 10,100; Mr. Smith - 14,900; Mr. Danner - 5,436; Mr. Craver, Jr. - 55,000; Mr. Ray
          - 1,524; Mr. Foster - 5,459; Mr. Fielder - 13,719; all Edison International Directors and Executive Officers
          as a group - 173,952; and all SCE Directors and Executive Officers as a group - 172,262.

          Shared voting and shared investment power:
          Mr. Bryson - 256,354; Mr. Fohrer - 53,598; Mr. Olson - 20,027 (includes 15,000 shares held in a foundation
          not deemed beneficially owned under Section 16 of the Securities Exchange Act of 1934); Mr. Smith - 5,222
          (includes 2,222 shares held in daughter's name with respect to which beneficial ownership is disclaimed);
          Mr. Sutton - 31,498; Mr. Tellep - 23,198; Mr. Danner - 59,928; Mr. Foster - 10,194; Mr. Ray - 24,484;
          Mr. Fielder - 3,152; all Edison International Directors and Executive Officers as a group - 513,427; and all
          SCE Directors and Executive Officers as a group - 472,975 (group numbers include 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)   Mr. Bryson is a Director and Executive Officer named in the Executive Compensation Summary Compensation Table
          below for both Edison International and SCE.  Mr. Fohrer is a Director of SCE only, but a named Executive
          Officer for both Edison International and SCE.  Messrs. Danner and Craver are named Executive Officers for
          Edison International only.  Mr. Foster is a named Executive Officer for both Edison International and SCE.
          Messrs. Ray and Fielder are named Executive Officers for 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 electronically
    ownership reports and changes in ownership of such securities with the SEC.  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 2003, except that Mr. Craver filed one late report for one 2002
    Edison International Common Stock transaction, and Mr. Thomas McDaniel, Chairman of the Board, President and
    Chief Executive Officer of EME, and Chief Executive Officer of Edison Capital, filed one late report for one 2001
    Edison International Common Stock transaction.  Messrs. Craver's and McDaniel's transactions were transfers of
    stock held in their names to their family trusts.  Both transactions were exempt from liability under
    Section 16(b) of the Securities Exchange Act.

    Page 25

                                          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 29, 2004, 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                40,904,279(1)      12.6%
         Common Stock                    225 Franklin Street
                                         Boston, Massachusetts 02110
      ---------------------------------- ----------------------------------------------- ------------------- -----------
      Edison International               Putnam, LLC                                        24,729,970(2)       7.5%
         Common Stock                    d/b/a Putnam Investments
                                         One Post Office Square
                                         Boston, Massachusetts 02109
      ---------------------------------- ----------------------------------------------- ------------------- -----------
      SCE Common Stock                   Edison International                              434,888,104(3)       100%
                                         2244 Walnut Grove Avenue
                                         Rosemead, California 91770
      ---------------------------------- ----------------------------------------------- ------------------- -----------
      SCE Cumulative                     O. Francis Biondi, Jr.                                278,670(4)       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 5, 2004, filed with the SEC.  Acting in various
         fiduciary capacities, State Street reports that it has sole voting power over 9,078,311 shares, sole
         investment power over 40,886,119 shares, shared voting power over 31,062,319 shares, and shared investment
         power over 18,160 shares.  As of February 29, 2004, 28,738,042 of these shares, or 8.8% of the class, were
         held as the 401(k) Plan Trustee.  401(k) Plan shares are voted in accordance with instructions given by
         participants, whether vested or not.  401(k) Plan shares for which instructions are not received may be
         voted by the Edison International stock fund investment manager as it chooses.  401(k) Plan participants may
         not vote or give instructions how to vote fractional shares.

    (2)  This information is based on a Schedule 13G, dated February 9, 2004, 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 1,972,282 shares and shared investment power over all 24,729,970 shares, but disclaims
         beneficial ownership.

    (3)  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.

    (4)  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

    Page 26

         ($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 27

                                                  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 2001, 2002 and 2003.  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        2003    1,065,000   1,700,000     5,491        --           330,124     3,102,351   736,524
    of the Board, President and     2002    1,020,000   1,000,000    10,562        --           265,291     1,338,731   564,619
    CEO of Edison International     2001      950,000   1,350,000       444        --                 0             0   421,177
    and Chairman of the Board of
    SCE
    ------------------------------ ------- ----------- ----------- ----------- ------------ -------------- ----------- -----------
    Alan J. Fohrer,                 2003      575,000     817,000     5,568        --           102,246     1,239,282   190,004
    CEO of SCE                      2002      552,000     550,000     8,220        --            90,038       518,418   123,653
                                    2001      512,000     254,800     3,056        --                 0             0    83,717
    ------------------------------ ------- ----------- ----------- ----------- ------------ -------------- ----------- -----------
    Bryant C. Danner, Executive     2003      526,000     713,000     3,869        --            94,003       811,693   180,419
    Vice President and General      2002      505,000     400,000     7,137        --            82,803       306,672   122,494
    Counsel of Edison               2001      470,600     424,200         0        --                 0             0   128,328
    International
    ------------------------------ ------- ----------- ----------- ----------- ------------ -------------- ----------- -----------
    Theodore F. Craver, Jr.,        2003      520,000     692,000       661        --           102,246       739,204   124,435
    Executive Vice President,       2002      475,000     400,000         0        --            76,372       260,917    52,353
    Chief Financial Officer and     2001      375,000     523,600         0        --                 0             0    27,467
    Treasurer of Edison
    International
    ------------------------------ ------- ----------- ----------- ----------- ------------ -------------- ----------- -----------
    Harold B. Ray,                  2003      437,000     540,000     3,416        --            63,116       546,133   944,593
    Executive Vice President        2002      420,000     410,000     7,137        --            55,612       187,907    63,554
    of SCE                          2001      390,000     373,100         0        --                 0             0    42,009
    ------------------------------ ------- ----------- ----------- ----------- ------------ -------------- ----------- -----------
    Robert G. Foster,               2003      417,000     543,000     4,641        --            63,239       424,527    80,846
    President of SCE                2002      375,000     370,000    13,676        --            42,560       140,093    54,212
                                    2001      330,000     300,000         0        --                 0             0    44,977
    ------------------------------ ------- ----------- ----------- ----------- ------------ -------------- ----------- -----------
    John R. Fielder,                2003      307,000     338,000     7,318        --            33,255       326,770    25,293
    Senior Vice President           2002      293,000     230,000     8,679        --            27,712       113,220    17,412
    of SCE                          2001      272,500     235,950         0        --                 0             0    20,450
    ------------------------------ ------- ----------- ----------- ----------- ------------ -------------- ----------- -----------

    ---------------
    (1)  For Edison International, the Named Officers for 2003 are John E. Bryson, Alan J. Fohrer, Bryant C. Danner,
         Theodore F. Craver, Jr., and Robert G. Foster.  For SCE, the Named Officers for 2003 are John E. Bryson,
         Alan J. Fohrer, Harold B. Ray, Robert G. Foster, and John R. Fielder.

    (2)  The principal positions shown are at December 31, 2003.

    Page 28

    (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) for 2003 include (i) payment of half of the 2000 Edison International
         Performance Shares, (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, and (iii) the value of shares of Edison International Common Stock issued in payment of the
         deferred stock units awarded as Retention Incentives in 2001.

    (5)  The amounts shown in column (i) for 2003 include plan contributions (contributions to the 401(k) Plan and a
         supplemental plan for eligible participants who are affected by 401(k) Plan 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, forgiven loans, and retention incentives in the following
         amounts:

         ------------------------ -------------- ------------- ---------- ---------- ---------- ----------- --------------
                                                               Vacation
                                      Plan       Preferential    Sale     Survivor   Disability    Loan       Retention
                                  Contributions    Interest    Proceeds   Benefits*  Benefits    Forgiven     Incentive
                                       ($)           ($)          ($)        ($)        ($)        ($)           ($)
         ------------------------ -------------- ------------- ---------- ---------- ---------- ----------- --------------
         John E. Bryson               64,888        558,976          0    112,660           0           0              0
         ------------------------ -------------- ------------- ---------- ---------- ---------- ----------- --------------
         Alan J. Fohrer               20,218        109,464          0     42,347      17,975           0              0
         ------------------------ -------------- ------------- ---------- ---------- ---------- ----------- --------------
         Bryant C. Danner             18,751         53,843          0     97,464      10,361           0              0
         ------------------------ -------------- ------------- ---------- ---------- ---------- ----------- --------------
         Theodore F. Craver, Jr.      30,673         73,564          0     20,197           0           0              0
         ------------------------ -------------- ------------- ---------- ---------- ---------- ----------- --------------
         Harold B. Ray                28,386         29,036      8,075     29,095           0           0      850,000**
         ------------------------ -------------- ------------- ---------- ---------- ---------- ----------- --------------
         Robert G. Foster             26,742          9,727      7,210     14,309           0      22,857              0
         ------------------------ -------------- ------------- ---------- ---------- ---------- ----------- --------------
         John R. Fielder              12,191          2,898          0     10,205           0           0              0
         ------------------------ -------------- ------------- ---------- ---------- ---------- ----------- --------------

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

    *    Includes the 2003 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.

    **   Mr. Ray's retention incentive vests on August 1, 2005, if he remains employed by SCE on that date.  It is
         equally divided between cash deferred under the terms of the Executive Deferred Compensation Plan and Edison
         International stock units payable in cash.  The stock unit payout is based on the price of Edison
         International Common Stock for the 60 days prior to payment.  Mr. Ray may elect to defer payment.  A pro
         rata payment will be made in the event of Mr. Ray's death, disability or involuntary termination of
         employment.  No award is payable if Mr. Ray voluntarily terminates employment prior to August 1, 2005.

    Page 29

                                                OPTION / SAR GRANTS IN 2003

         The following table presents information regarding Edison International nonqualified stock options granted
    during 2003 to the Named Officers pursuant to the Edison International Equity Compensation Plan or 2000 Equity
    Plan.  No SARs were granted to any participant during 2003.

      ------------------------------------------------------------------------------------------------- -----------------
                                                                                                           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        Expiration        Present
      Name                            Granted(1)(2)    in Fiscal Year       Price            Date           Value(3)
                                           (#)               (%)            ($/Sh)                            ($)
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------

      John E. Bryson                      330,124             9              12.29        01/02/2013       2,400,001
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Alan J. Fohrer                      102,246             3              12.29        01/02/2013         743,328
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Bryant C. Danner                     94,003             2              12.29        01/02/2013         683,402
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Theodore F. Craver, Jr.             102,246             3              12.29        01/02/2013         743,328
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Harold B. Ray                        63,116             2              12.29        01/02/2013         458,853
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      Robert G. Foster                     63,239             2              12.29        01/02/2013         459,748
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------
      John R. Fielder                      33,255             1              12.29        01/02/2013         241,764
      ------------------------------ ----------------- ---------------- --------------- --------------- -----------------

    ---------------
    (1)  Seventy-five percent of each Named Officer's annual long-term incentive compensation for 2003 was awarded in
         the form of Edison International nonqualified stock options ("Stock Options") and dividend equivalents.  The
         remaining portion of the Named Officer's long-term incentive compensation for 2003 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 2003 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 and dividend equivalents are subject to a four-year vesting period with one-fourth of the
         total award vesting and becoming exercisable on January 2, 2004, January 2, 2005, January 2, 2006 and
         January 2, 2007.  The awards of Messrs. Bryson, Fohrer and Danner are transferable to a spouse, child or
         grandchild.  If an award 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 and dividend equivalents vest on a pro rata basis.  The
         awards of Messrs. Bryson, Fohrer, Danner, and Ray will fully vest upon a qualifying event.  If a qualifying
         event occurs, the vested Stock Options and dividend equivalents may continue to be exercised pursuant to
         their original terms by the recipient or beneficiary.  If employment is terminated other than by a
         qualifying event, unvested Stock Options and dividend equivalents 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 and vested dividend equivalents will be paid within 30 days of the date of
         termination.  If the employment termination is covered by the Edison International Executive Severance Plan,
         the holder will receive one additional year of vesting credit and the Stock Options and dividend equivalents
         will vest on a pro rata basis.  The holder will then have one year to exercise the vested Stock Options

    Page 30

         before they are forfeited, or until the end of the original term if earlier. The dividend equivalents will be
         paid one year after the employment termination date, or at the end of the original term if earlier.

         Dividend equivalents in the amount of dividends that would have been paid on the number of shares of Common
         Stock covered by the corresponding Stock Option will be credited to an account established on behalf of the
         holder to the extent dividends are paid on Edison International Common Stock during the first five years of
         the Stock Option term.  Dividend equivalents accumulate without interest.  Once vested, the Dividend
         Equivalents will be paid in cash upon the earlier of (i) the request of the holder at any time prior to
         January 2, 2007, regardless of whether the corresponding Stock Option is exercised, (ii) the exercise or
         termination of the corresponding Stock Option, (iii) the employment termination payment date described
         above, or (iv) January 2, 2008.  Upon payment or termination of the dividend equivalents, no further
         dividend equivalents will accrue as to the corresponding Stock Option, even if the Stock Option remains
         outstanding and exercisable.

         Appropriate and proportionate adjustments may be made by the Edison International Compensation and Executive
         Personnel Committee to outstanding Stock Options and dividend equivalents 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 and dividend equivalents then outstanding
         will vest and be exercisable for a period of two years if Edison International Common Stock remains
         outstanding, or until the end of their respective terms if earlier.  If Edison International Common Stock
         does not remain outstanding, and the Stock Options and dividend equivalents are not replaced by new owners,
         cash payouts for unexercised Stock Options and dividend equivalents will occur.

         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 dividend equivalents and, with the consent of the executive, may amend the terms of any
         award agreement, including the post-termination term, and the vesting schedule.  Edison International will
         substitute cash awards to the extent necessary to pay required tax withholding or any government levies.

    (3)  The grant date value of each Stock Option awarded in 2003 to the Named Officers was calculated to be $7.27
         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 52.85%, the risk-free rate
         of return was 4.53%, the historic average dividend yield was 1.83% and the stock price and exercise price
         were $12.29.

    Page 31

                                         AGGREGATED OPTION / SAR EXERCISES IN 2003
                                              AND FY-END OPTION / SAR VALUES

         The following table presents information regarding the exercise of Stock Options during 2003 by any of the
    Named Officers, and regarding unexercised Stock Options held at year-end 2003 by any of the Named Officers.  No
    SARs were exercised during 2003 or held at year-end 2003 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                      0         388,520(3)      919,323 / 529,092       2,004,789 / 3,820,088
       ------------------------- -------------- ----------------- ------------------------- -------------------------
       Alan J. Fohrer                 20,300          23,396         269,510 / 169,774         642,363 / 1,202,079
       ------------------------- -------------- ----------------- ------------------------- -------------------------
       Bryant C. Danner               21,400          24,663         262,701 / 356,105         599,728 / 1,478,726
       ------------------------- -------------- ----------------- ------------------------- -------------------------
       Theodore F. Craver, Jr.             0               0         139,393 / 159,525         202,188 / 1,169,231
       ------------------------- -------------- ----------------- ------------------------- -------------------------
       Harold B. Ray                       0               0         171,403 / 104,825           131,759 / 742,116
       ------------------------- -------------- ----------------- ------------------------- -------------------------
       Robert G. Foster                    0               0          133,840 / 95,159           170,854 / 711,928
       ------------------------- -------------- ----------------- ------------------------- -------------------------
       John R. Fielder                 9,600          17,400          130,728 / 54,039           293,227 / 387,191
       ------------------------- -------------- ----------------- ------------------------- -------------------------

    ---------------
    (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 and in 2003 accrue to the extent dividends are
         declared on Edison International Common Stock.  The dividend equivalents awarded prior to 2000 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 2003."

    (2)  Stock Options are treated as "in-the-money" if the fair market value of the underlying stock at year-end
         2003 exceeded the exercise price of the Stock Options.  The dollar amounts shown for the Stock Options are
         the differences between (i) the fair market value of the Edison International Common Stock underlying all
         unexercised "in-the-money" options at year-end 2003 and (ii) the exercise prices of those Stock Options.

    (3)  The amount shown represents the proceeds from dividend equivalents related to stock options granted in
         1993.  The options expired at the end of their ten-year term.

    Page 32

         The aggregate value at year-end 2003 of all accrued dividend equivalents for the Named Officers was:

                              --------------------------------- -----------------------------
                                                                           $ / $
                                                                Exercisable / Unexercisable
                              --------------------------------- -----------------------------
                              John E. Bryson                         2,322,654 / 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
                              --------------------------------- -----------------------------
                              John R. Fielder                                0 / 0
                              --------------------------------- -----------------------------

                                                 LONG-TERM INCENTIVE PLAN
                                                AWARDS IN LAST FISCAL YEAR

         The following table presents information regarding Edison International performance shares granted during
    2003 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
      Name                               Rights(1)         Or Payout        Threshold       Target        Maximum
                                          (#)                                  (#)           (#)            (#)
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      John E. Bryson                     65,094             3 years            16,274        65,094       195,282
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Alan J. Fohrer                     20,161             3 years             5,040        20,161        60,483
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Bryant C. Danner                   18,536             3 years             4,634        18,536        55,608
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Theodore F. Craver, Jr.            20,161             3 years             5,040        20,161        60,483
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Harold B. Ray                      12,446             3 years             3,112        12,446        37,338
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      Robert G. Foster                   12,470             3 years             3,118        12,470        37,410
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------
      John R. Fielder                     6,558             3 years             1,640         6,558        19,674
      ---------------------------- ------------------- ------------------- ------------- ------------- --------------

    ---------------
    (1)  Twenty-five percent of each Named Officer's annual long-term incentive compensation for 2003 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 2003 was awarded in the form of Stock Options and
         dividend equivalents as set forth above in the table entitled "Option/SAR Grants in 2003."

         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

    Page 33

         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, 2005, 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, 2005.  No payment will be made in the event of any other
         separation of employment.  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.

         Appropriate and proportionate adjustments may be made by the Edison International Compensation and Executive
         Personnel Committee to outstanding Performance Shares 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, Performance Shares then outstanding will vest and be paid in cash at the greater
         of the value of the target number of Performance Shares or the value of shares that would have been paid if
         the performance period ended on that date based on actual performance.

    (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 34

                                                   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, 2003, Mr. Bryson had completed 19 years of service,
         Mr. Fohrer - 30 years, Mr. Danner - 21 years, Mr. Craver - 7 years, Mr. Ray - 33 years, Mr. Foster - 19
         years, and Mr. Fielder - 33 years.

    (2)  The retirement benefit of the Named Officers at age 65 is determined by a percentage of the executive's
         highest 36 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 2001 salary
         merit increases for purposes of the pension benefit determination under the Executive Retirement Plan.  The
         adjustment amounts for 2001 for this purpose were:

    Page 35

                                            --------------------------- ------------------
                                                                            $
                                                                            2001
                                            --------------------------- ------------------
                                            John E. Bryson                        0
                                            --------------------------- ------------------
                                            Alan J. Fohrer                        0
                                            --------------------------- ------------------
                                            Bryant C. Danner                 24,400
                                            --------------------------- ------------------
                                            Theodore F. Craver, Jr.          65,000
                                            --------------------------- ------------------
                                            Harold B. Ray                    20,000
                                            --------------------------- ------------------
                                            Robert G. Foster                 25,000
                                            --------------------------- ------------------
                                            John R. Fielder                  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 20% 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 $595,500.  Messrs. Fohrer and Danner have elected coverage under this
    plan.

    Page 36

         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 projected to be approximately $522,174 and
    $30,212, 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 Boards.

                                                 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.  The agreement specified his initial annual and long-term incentive awards, a
    severance provision if his employment was terminated within three years of his hire date and assurance of health
    care coverage through age 65.  Mr. Danner resigned his SCE positions effective January 1, 2001.

    Page 37

                                     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
    2003.

         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 senior 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 2003.

    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 38

    Stock Ownership Guidelines

         To underscore the importance of linking executive and shareholder interests, the Committees have adopted
    stock ownership guidelines for certain executives.  The guidelines require executives who are senior vice
    presidents or above to own from two to five times their annual salary in the form of Edison International Common
    Stock (or equivalents).  Executives subject to the guidelines are expected to achieve the ownership target within
    five years from the date they became subject to the guidelines. Edison International Common Stock owned outright,
    shares held in the 401(k) Plan, deferred stock units and earned performance shares are included in determining
    compliance with the guidelines.  Shares that executives have the right to acquire through the exercise of stock
    options are not included in the calculation of stock ownership for guideline purposes.

    2003 Compensation Objectives

         The Committees base their compensation actions 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 selected the Philadelphia
    Utility Index minus AES Corporation plus Sempra Energy for Edison International and SCE compensation comparisons
    for 2003.  This peer group includes all but one of the companies used last year, plus nine new companies that
    provide a broader basis for comparison.  AES Corporation is deleted from the index because its mix of business
    revenues differs significantly from that of Edison International and the other companies in the group and Sempra
    Energy was added due to its California nexus.  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
    comparative 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 2003 compensation planning was established in December 2002 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 incentive 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 2002 to set salaries for 2003.  The Committees determined 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.  The factors considered by the Committees in setting the 2003 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

    Page 39

    and Mr. Fohrer's performance as CEO of SCE.  Mr. Bryson was recognized for his continuing leadership of the
    Companies' financial rebuilding and recovery effort.  Mr. Fohrer's leadership was recognized in attaining the
    strong financial results at SCE.  Mr. Bryson's 2003 salary was $1,065,000, which was 4% above the median for CEOs
    in the peer group.  Mr. Fohrer's 2003 salary was $575,000, which was 2% below the median for his peers.  No
    weighting was assigned to the factors considered.

         In December 2002, 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 assure conformance with
    overall Edison International compensation policies.  The 2003 base salaries in the aggregate of the Executive
    Officers at Edison International, SCE and the other subsidiaries were 2% above the median levels of their
    respective peer groups.

    Annual Incentive Compensation for 2003 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 2003 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 annual
    incentive 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 2003.
    Three unweighted general areas of achievement were identified as Edison International goals for 2003:
    (1) Recovery of Procurement-Related Obligations Account ("PROACT"), including objectives related to validation of
    the right to recover, full PROACT recovery, rebalancing SCE's capital structure, and rate reduction
    implementation, (2) Restructure EME-Related Debt, including objectives related to timely implementation of an
    effective global debt restructure, and (3) Achieve Key Performance Goals, including objectives related to
    dividends, earnings, California electricity infrastructure, human resources and subsidiary goals.  Four
    unweighted general areas of achievement were identified as SCE goals for 2003:  (1)  Recovery of PROACT,
    including objectives related to validation of the right to recover, full PROACT recovery, rebalancing SCE's
    capital structure, and rate reduction implementation, (2) Achieve Sound Regulatory Outcomes, including objectives
    related to short- and long-term power procurement, the general rate case, Department of Water Resources  revenue
    requirement level and allocation, generator and gas supplier refunds, and regulatory support of transmission
    system investments, (3) Ensure Sound Financial Performance, including objectives related to earnings and
    investment grade credit ratings, and (4)  Demonstrate Operational Excellence, including objectives related to San
    Onofre Nuclear Generating Station performance, safety improvement, business process and technology,
    infrastructure replacement, electric system reliability, customer satisfaction, human resources, environmental
    performance, and achievement of key performance indicators.

         Goals for 2003 were also identified for EME relating to debt restructure, asset and liquidity management,
    merchant risk management and operational excellence.  The 2003 goals for Edison Capital related to financial
    performance, investment management, and future growth positioning.

         When the Committees met in February 2004 to evaluate performance by each of the companies and to determine
    2003 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

    Page 40

    International had an outstanding year in 2003.  PROACT recovery was completed and validated, substantial progress
    was made in restructuring EME debt and the Edison International Common Stock dividend was restored.  The
    accomplishment of these critical goals and most other objectives set for the year was reflected in the 85%
    increase in the value of Edison International Common Stock and the recovery of bond prices at all of the
    companies.

         SCE had an exceptionally strong year highlighted by the PROACT recovery, achievement of investment grade
    credit ratings and very strong operating results, particularly at San Onofre.  Although the California Public
    Utilities Commission delayed issuing a decision in the general rate case until 2004, SCE resolved satisfactorily
    many long-standing regulatory issues.

         EME paid down $1.5 billion in debt, secured $800 million of necessary financing and reduced its overall
    leverage by $500 million in 2003, all significant accomplishments.  In addition, EME successfully transitioned
    its Illinois power plants from contract status to merchant status and had record performance at its Homer City
    station in Pennsylvania.  Edison Capital had solid performance in 2003, exceeding its earnings target and
    achieving most of its investment management objectives.

         The Edison International Committee approved a 2003 annual incentive award of $1,700,000 for Mr. Bryson that
    was 99.8% of his maximum potential award.  The SCE Committee approved a 2003 annual incentive award of $817,000
    for Mr. Fohrer that was 100% 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 2003
    for Mr. Bryson were his overall leadership and coordination of the strategic direction of all the Edison
    International companies, including the key 2003 decision-making and implementation activities relating to SCE's
    recovery from the California Power Crisis, progress toward a more durable regulatory structure, and important
    steps to bring long-term financial stability to EME.  The Committee concluded that Mr. Bryson's leadership in
    2003 contributed substantially to enhanced shareholder value through the excellent financial results for Edison
    International, the significant improvement in stock price, and the restoration of Common Stock dividends.
    Mr. Fohrer's award reflected the quality of his leadership of the SCE management team, his particular focus and
    expertise in the operational, financial and regulatory areas, and the exceptional results achieved by the SCE
    management team during 2003.  These included completion of the PROACT recovery, validation of the right to this
    recovery, strong operational and financial results, and the restoration of investment grade credit ratings for
    the utility.

         The 2003 annual incentives for the other Executive Officers averaged 95% of maximum at Edison International,
    97% of maximum at SCE and 60% 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 stock options comprise 75% of the award value and Edison International performance
    shares comprise 25% of the value.  For 2003, dividend equivalents were awarded along with the nonqualified stock
    options.  The Edison International Committee awarded 330,124 stock options and 65,094 performance shares to
    Mr. Bryson and 102,246 stock options and 20,161 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

    Page 41

    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
    long-term incentive awards granted to Executive Officers were not formula-driven, but were based on the judgment
    of the Edison International Committee, guided by the peer group survey results in respect to the target award
    percentages described above.  The options and other long-term incentives granted in prior years were considered
    by the Committee when making the current year award determination.

    Summary

         The Committees' compensation actions for 2003 reflect their judgment based on a review of peer group
    compensation, individual performance and, in the case of the annual incentives, evaluation of performance of
    Edison International and each subsidiary company relative to goals set at the beginning of the year and in light
    of the challenges and opportunities which arose during 2003.  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
                      --------------------------------------- ----------------------------------------

                                     COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEES'
                                           INTERLOCKS AND INSIDER PARTICIPATION

         The Committee members whose names appear on the Committees' Report above were Committee members during all
    of 2003.  During 2003, Messrs. Craver, Danner, and McDaniel served as Directors of Edison Capital.  Mr. Bryson
    was Chairman of the Board of Edison Capital during 2003, 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.

    Page 42

                                         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 58(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
                                              --------------------------------------------------------------------
                                                12/98       12/99      12/00       12/01       12/02      12/03
    ----------------------------------------- ----------- ---------- ----------- ----------- ---------- ----------
    Edison International                       $100.00     $97.10      $61.19      $59.13     $46.41     $85.88
    ----------------------------------------- ----------- ---------- ----------- ----------- ---------- ----------
    Standard & Poor's 500 Index                $100.00     $121.04    $110.02      $96.95     $75.52     $97.18
    ----------------------------------------- ----------- ---------- ----------- ----------- ---------- ----------
    Dow Jones U.S. Electric Utilities Index    $100.00     $85.30     $134.97     $107.13     $82.85     $103.62
    ----------------------------------------- ----------- ---------- ----------- ----------- ---------- ----------

    ---------------
    (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 43

     (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 for 2001, 2002 and
         2003, were not declared 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, 2003.

    (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.  In 2003, a dividend was declared in the fourth quarter, with an ex-dividend date occurring in
         2004.  For purposes of calculating the adjusted cumulative total return presented in the following table,
         four ex-dividend dates were used in 1999, three ex-dividend dates were used in 2000, and one ex-dividend
         date was used in 2003.  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 quarterly dividend payment dates
         starting January 31, 2001 through October 31, 2003.

    ---------------------------------------------------------------------------------
                            Adjusted Cumulative Total Return
    ---------------------------------------------------------------------------------
        12/98          12/99        12/00        12/01        12/02        12/03
    --------------- ------------ ------------ ------------ ------------ -------------
       $100.00        $98.10       $61.16       $59.11       $46.38        $86.62
    --------------- ------------ ------------ ------------ ------------ -------------

                                          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 2003.  Such services are expected to continue to be
    provided in the future.  The amount paid to Munger, Tolles and Olson in 2003 for legal services was below the
    threshold requiring disclosure by the SEC.

         In 2002 and 2003, Deloitte Consulting Services, LLP and Deloitte & Touche LLP 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 Consulting Services.  In 2003, the aggregate amount paid by
    Edison International for those projects was $284,020 and the aggregate amount paid by SCE was $1,432,398.  Mr.
    John Danner received an aggregate amount of approximately $88,000 in connection with the consulting services
    provided for the projects.

    Page 44

         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

    There are no other transactions to report.

                                              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.

         From January 1, 2002 through May 8, 2002, there were no disagreements with Arthur Andersen LLP on any matter
    of accounting principles or practices, financial 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.

         From January 1, 2002 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.

    Page 45

                                                AUDIT COMMITTEES' REPORT(1)

         The Edison International and SCE Audit Committees have certain duties and powers as described in their
    charters.  In 2004, the Committees developed updated charters which were approved by the Boards on March 18,
    2004, and are attached to this Proxy Statement as Appendices A and B, respectively.  The Audit Committees are
    currently composed of the same five non-employee Directors named at the end of this report each of whom is
    independent as defined by the New York Stock Exchange listing standards.

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

         In connection with the December 31, 2003, 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, 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 2003 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
                          ---------------------------------- ----------------------------------

    ---------------------
    (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 46

                                                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 years ended
    December 31, 2002 and December 31, 2003, by PricewaterhouseCoopers LLP and Arthur Andersen LLP:

                                                         Edison International
                                                           and Subsidiaries                      SCE
                                                                ($000)                         ($000)
             --------------------------------------- -------------- -------------- --------------- ----------------
                                                           2002           2003            2002           2003
             --------------------------------------- -------------- -------------- --------------- ----------------

             Audit Fees
                  PricewaterhouseCoopers               $  6,392       $  4,596        $  1,195       $  1,494
                  Arthur Andersen                           256             --              97             --
             --------------------------------------- -------------- -------------- --------------- ----------------
                  Subtotal                                6,648          4,596           1,292          1,494
             --------------------------------------- -------------- -------------- --------------- ----------------

             Audit Related Fees(1)
                  PricewaterhouseCoopers                     20          1,763              20            980
                  Arthur Andersen                            --             --              --             --
             --------------------------------------- -------------- -------------- --------------- ----------------
                  Subtotal                                   20          1,763              20            980
             --------------------------------------- -------------- -------------- --------------- ----------------

             Tax Fees(2)
                  PricewaterhouseCoopers                  2,056          4,150           1,250          1,889
                  Arthur Andersen                         1,659             --             183             --
             --------------------------------------- -------------- -------------- --------------- ----------------
                  Subtotal                                3,715          4,150           1,433          1,889
             --------------------------------------- -------------- -------------- --------------- ----------------

             All Other Fees(3)
                  PricewaterhouseCoopers                     --             --              --             --
                  Arthur Andersen                           691             --             615             --
             --------------------------------------- -------------- -------------- --------------- ----------------
                  Subtotal                                  691             --             615             --
             --------------------------------------- -------------- -------------- --------------- ----------------

             Totals                                    $ 11,074       $ 10,509        $  3,360       $  4,363
             ======================================================================================================

              --------------------
              (1)   The nature of the services comprising these fees were assurance and related services related to
                    the performance of the audit or review of the financial statements and not reported under "Audit
                    Fees" above, including the implementation of the requirements of the Sarbanes-Oxley Act of 2002.

              (2)   The nature of the services comprising these fees were to support compliance with federal, state
                    and foreign tax reporting and payment requirements, including tax return review and review of tax
                    laws, regulations or cases.

              (3)   The nature of the services comprising these fees were accounting support for SCE's general rate
                    case, analytical accounting projects, and assistance with implementing an upgraded financial
                    information system.

         The Edison International and SCE Audit Committees are required to review with management and pre-approve all
    audit services to be performed by the independent accountants and all non-audit services that are not prohibited
    and that require pre-approval under the Securities Exchange Act.  The

    Page 47

    Committees' pre-approval responsibilities may be delegated to one or more Committee members, provided that such
    delegates present any pre-approval decisions to the respective Committees at their next meeting.  The independent
    auditors must assure that all audit and non-audit services provided to the Companies have been approved by the
    Audit Committees.

         During the fiscal year ended December 31, 2003, all services performed by the independent accountants were
    pre-approved by the Edison International and SCE Audit Committees, irrespective of whether the services required
    pre-approval under the Securities Exchange Act.

                                             INDEPENDENT ACCOUNTANTS FOR 2004

         The Edison International and SCE Board Audit Committees have selected PricewaterhouseCoopers LLP as the
    Companies' independent accountants for calendar year 2004.  The Committees have considered whether the provision
    of the non-audit services described above is compatible with maintaining PricewaterhouseCoopers' independence.
    PricewaterhouseCoopers is an international accounting firm which provides leadership in public utility accounting
    matters.

         Representatives of PricewaterhouseCoopers are expected to attend the Annual Meeting to respond to
    appropriate questions and to make a statement if they wish.

                                                     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 Input on a Poison Pill

                      RESOLVED:  Shareholders request that our Directors increase shareholder voting rights
                      and submit any adoption, maintenance or extension of a poison pill to a shareholder
                      vote as a separate ballot item at the earliest possible shareholder ballot.  Also once
                      this proposal is adopted, any material change or removal of this proposal is requested
                      to be submitted to a shareholder vote as a separate ballot item at the earliest
                      possible shareholder ballot.

    Page 48

                      We as shareholders voted in support of this topic:
                          Year        Rate of Support
                          ----        ---------------
                          2003              62%

                      These percentages are based on yes and no votes cast.  I believe this level of
                      shareholder support is more impressive than the raw percentage because this support
                      followed our Directors' objections and we do not have confidential voting.  The
                      38%-vote favoring management's objections equals only 28% of Edison shares outstanding
                      and insiders own 14% of our stock.  The Council of Institutional Investors www.cii.org
                      formally recommends shareholder approval of poison pills and adoption of proposals
                      which achieve a majority of votes cast.  Institutional investors in general own 69% of
                      our stock.

                      John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, Calif. 90043 submitted this
                      proposal.

                          Poison Pill Negative
                      The key negative of poison pills is that pills can preserve management deadwood.
                          Source:  Moringstar.com

                          Diluted Stock
                      An anti-democratic management scheme (poison pill) to flood the market with diluted
                      stock is not a reason that a tender offer for our stock should fail.
                          Source:  The Motley Fool

                          Like a Dictator
                      Poison pills are like a dictator who says, "Give up more of your freedom and I'll take
                      care of you."
                          T.J. Dermot Dunphy, CEO of Sealed Air (NYSE) for 25 years

                      I believe that it is important to take at least a single step here to improve our
                      corporate governance standards since I believe our 2003 governance standards were not
                      impeccable.  For instance:
                          Our board materially ignored our 2003 majority shareholder vote on this topic.
                          No confidential voting.
                          No cumulative voting.
                          No independent Board Chairman.
                          Three of our Directors each had 16 to 23 years tenure and there are no tenure
                          limits.
                          A relatively recent addition to our Board, Mr. Karatz, is potentially overextended
                          with 4 outside directorships (Avery, Honeywell, Kroger, National Golf) added to
                          his CEO obligations at KB Home.
                          Mr. Karatz also serves on the Compensation Committee at a Honeywell (HON).
                          Honeywell rewarded its CEO with $65 million in 2002.
                          Mr. Olson is our Director who is also the senior partner in a law firm that billed
                          our company $6 million in 2002.

    Page 49

                      This topic won an overall 60% yes-vote at 79 companies in 2003.  I believe majority
                      shareholder votes are a strong signal of shareholder concern on this topic.  I do not
                      see how our Directors could object to this proposal because it gives our Directors the
                      flexibility to obtain our input and ignore our input if our Directors seriously
                      believe they have a good reason.

                                            Shareholder Input on a Poison Pill
                                                         Yes on 2

                                         RECOMMENDATION OF YOUR BOARD OF DIRECTORS
                                                      AGAINST ITEM 2

         The Edison International Board recommends that you vote against the shareholder proposal (Item 2 on your
    proxy card) because the Board already has substantially implemented the proposal.

         At Edison International's 2003 annual meeting of shareholders, shareholders adopted a non-binding
    shareholder proposal recommending that the Board terminate our shareholder rights plan and not adopt a new one
    without submitting the matter to a shareholder vote.  The current year's shareholder proposal recommends that the
    Board take substantially the same actions.  However, since the adoption of last year's shareholder proposal, the
    Board has taken actions to implement its recommendations.

         The Nominating/Corporate Governance Committee of the Board reviewed the status of the Edison International
    shareholder rights plan, the reasons for its adoption, and the advisability of modifying the plan.  As
    recommended by the Committee, the Board concluded that it would be in the best interests of Edison International
    and its shareholders to take the following actions:

    o        Effective February 26, 2004, we amended our existing shareholder rights plan document to provide that
             the Board will not cause the rights plan to be triggered (i.e. making the rights exercisable) without
             prior approval by Edison International's shareholders.  The terms of our shareholder rights plan provide
             that it will expire in November 2006 and that this expiration date cannot be accelerated by the
             Company.  The action now taken by the Board does not incur the costs and delays that would be involved
             in redeeming the rights issued under the existing plan and specifically enhances the shareholders' voice
             in the operation of the plan.

    o        The Board also has adopted a policy that (i) the Company's existing rights plan will not be extended,
             and (ii) the Board would seek shareholder approval before adopting any future shareholder rights plan
             unless, due to timing constraints or other reasons consistent with the Board's fiduciary duties, a
             committee consisting solely of independent directors determines that it would be in the best interests
             of shareholders to adopt the plan before obtaining shareholder approval.  Any rights plan adopted by the
             Board without such prior shareholder approval would automatically terminate on the first anniversary of
             the adoption of the plan unless the plan is approved by the Company's shareholders before it
             terminates.

         The Board believes that these actions are responsive to and substantially implement both last year's and
    this year's shareholder proposals.

                                   FOR THE FOREGOING REASONS, YOUR BOARD RECOMMENDS THAT
                                                YOU VOTE "AGAINST" ITEM 2.

    Page 50

                                         SHAREHOLDER PROPOSALS AND NOMINATIONS FOR
                                                   2005 ANNUAL MEETINGS

         To be considered for inclusion in the 2005 proxy statement, shareholder proposals for the Edison
    International and SCE 2005 annual meetings must be received by December 13, 2004.

         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 and are available on Edison International's Internet website at www.edisoninvestor.com.

         Assuming that the 2005 annual meetings of shareholders are held on May 19, 2005, 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 2005 annual meetings of shareholders, including Director
    nominations, will begin on October 14, 2004, and end on December 13, 2004.

                                            CODE OF BUSINESS CONDUCT AND ETHICS

         The Edison International Code of Business Conduct and Ethics is applicable to all Directors, officers and
    employees of Edison International and its majority-owned subsidiaries, including SCE.  The Code is available on
    Edison International's Internet website at www.edisoninvestor.com and is available in print upon request from the
    Edison International or SCE Secretary.  Any amendments or waivers of Code provisions for either of the Companies'
    principal executive officers, principal financial officers, principal accounting officers or controllers, or
    persons performing similar functions, will be posted on Edison International's Internet website at
    www.edisoninvestor.com.

                                      AVAILABILITY OF FORM 10-K AND OTHER INFORMATION

         The Edison International and SCE 2003 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.

         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 51

                                                  OTHER PROPOSED MATTERS

         The Edison International and SCE Boards were not aware by December 9, 2003 (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 12, 2004

                                                                  For the Boards of Directors,

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

    Page 52

                                                   EDISON INTERNATIONAL
                                              CHARTER FOR THE AUDIT COMMITTEE
                                                 OF THE BOARD OF DIRECTORS

                                             Adopted by the Board of Directors
                                                      March 18, 2004

                                                    Article I - Purpose

    The purpose of the Audit Committee ("Committee") of the Board of Directors ("Board") of Edison International
    ("Company") is to assist the Board in its oversight of:

    o        the integrity of the Company's financial statements;
    o        the Company's systems of disclosure and internal control regarding finance, accounting, legal compliance
             and ethics that management and the Board have established;
    o        the Company's compliance with legal and regulatory requirements;
    o        the qualifications and independence of the independent accountants retained by the Company (the
             "Auditors") for the purpose of preparing or issuing an audit report or performing other audit, review or
             attest services; and
    o        the performance of the Auditors and of the Company's internal audit function;

    and to produce a report of the Committee annually for inclusion in the Company's proxy statement, in accordance
    with applicable Securities and Exchange Commission ("SEC") rules and regulations.

                                                  Article II - Authority

    The Committee shall have the authority (without having to seek Board approval) and appropriate funding provided
    by the Company, to obtain advice and assistance from the Auditors and from outside legal, accounting and other
    advisors, as it deems necessary to carry out its duties.  The Committee may also request the Auditors, the
    Company's chief internal auditor ("General Auditor") or management and any other internal or external advisors to
    conduct any investigations, reviews or studies of any matter within the scope of the Committee's duties and
    responsibilities.  In connection with any such investigation, the Committee shall have unrestricted access to
    Company personnel and documents.

                                        Article III - Composition of the Committee

    1.  Appointment.  The Committee shall consist of not less than four nor more than seven members of the Board.
    Each Committee member shall be appointed by resolution adopted by a majority of the exact number of authorized
    Directors and shall serve until a successor shall be appointed by the Board.  In the event any member of the
    Committee shall cease to be a director of the Company, the vacancy thus created shall either be filled by the
    Board or, at the Board's discretion, left unfilled, provided that in no event shall the Committee consist of less
    than four members.  The Board shall designate one of the Committee members as Chair ("Chair") who shall preside
    over meetings of the Committee and report Committee actions to the Board.  If the Chair is not present, the
    Committee may designate an acting Chair.

    Page A-1

    2.  Independence of Members.  Each member of the Committee shall be independent as determined pursuant to any
    applicable law, regulation, stock exchange listing standard and director qualification standard set by the
    Board's Nominating/Corporate Governance Committee, subject to any exceptions provided for in any of the
    aforementioned standards.  No Committee member may be an "affiliated person" (as defined in Rule 10A-3(e) under
    the Securities Exchange Act of 1934, as amended, and hereinafter referred to as the "Act") of the Company or any
    of its subsidiaries, subject to the exception provided in SEC Rule 10A-3(b)(1)(iv)(B) that a Committee member may
    sit on the board of a Company affiliate provided that director also otherwise meets the independence requirements
    for such affiliate.  No Committee member may accept, directly or indirectly from the Company or any of its
    subsidiaries, any consulting, advisory or other compensatory fee other than (a) fees paid to Directors for
    service on the Board, (b) additional fees paid to Directors for service on a committee of the Board (including
    the Committee) and/or for serving as the chair of such a committee and (c) fixed amounts of compensation under a
    retirement plan (including deferred compensation) for prior service with the Company that is not contingent on
    continued service on the Board.  If a member of the Committee ceases to be independent for reasons outside the
    member's reasonable control, that member, with notice by the Company to the applicable stock exchanges, may
    remain a Committee member until the earlier of the Company's next annual shareholders' meeting or one year from
    the occurrence of the event that caused the member to be no longer independent.

    3.  Financial Literacy and Expertise.  Each member of the Committee shall be financially literate as determined
    by the Board, or become financially literate within a reasonable time after appointment.  At least one member
    shall have accounting or related financial management expertise, as determined by the Board.  The Board shall
    determine and disclose in the Company's annual proxy statement or Annual Report on Form 10-K whether at least one
    member of the Committee qualifies as an "audit committee financial expert" in compliance with the criteria
    described in Item 401 of Regulation S-K under the Act.  If the Board determines that a member of the Committee so
    qualifies, the Board may presume that such Committee member has accounting or related financial management
    expertise.

    4.  Other Audit Committee Appointments.  No Director may serve as a member of the Committee if such Director
    serves on the audit committee of more than two other public companies, unless the Board determines that such
    simultaneous service would not impair the ability of such Director to effectively serve on the Committee.

    5.  Subcommittees.  Except as otherwise expressly provided in this Charter, neither the Board nor the Committee
    may delegate to any Subcommittee of this Committee the authority to perform any responsibilities of the Committee
    set forth in this Charter.  The Board or the Committee may form Subcommittees from time to time to gather
    information, carry out investigations, or prepare reports, for consideration and action by the Committee.

                                          Article IV - Meetings and Other Actions

    The Committee shall meet at least four times per year, with one meeting to be held at the completion of the
    annual audit and before the Company's annual financial statements are published, and three meetings to be
    scheduled at the direction of the Chair in connection with the review and release of quarterly financial
    results.  Additional meetings may be held as needed to fulfill the Committee's responsibilities.  Additional
    meetings may be requested by any Committee member.  The frequency, length, and agendas of meetings shall be
    determined by the Chair in consultation with Committee members and Company management.  Any Committee member may
    request the inclusion of items on the agenda or raise subjects at a meeting that are not on the meeting agenda.
    Periodically, the Committee shall meet with Company management, the General Auditor and the Auditors in separate
    executive sessions to discuss any matters

    Page A-2

    that the Committee believes warrant Committee attention.  The Committee shall also meet separately or with
    combinations of the foregoing groups in carrying out its duties and responsibilities set forth in Article V below.

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

    The Company's Secretary shall keep, or appoint an appropriate person to keep, regular minutes of all Committee
    proceedings.  If no appointed person is present, the Committee may designate an acting secretary.  The minutes of
    each meeting shall be reviewed and approved by legal counsel and the Chair.  The approved minutes shall become a
    permanent corporate record maintained by the Company's Secretary.  A report on the Committee's activities and on
    any other matters required to be reported by this Charter in connection with execution of its duties and
    responsibilities shall be provided to the Board after each meeting.

    Unless otherwise provided in this Charter, the meetings and any other actions of the Committee shall be governed
    by the provisions of Article III of the Bylaws of the Company applicable to meetings and actions of the Board,
    and the Committee shall have all of the authority of the Board in fulfilling its duties and responsibilities,
    except as limited by any applicable law, regulation or stock exchange listing standard, or Article III of the
    Bylaws of the Company.

                                          Article V - Duties and Responsibilities

    The Committee shall have the following duties and responsibilities which shall not be delegated to any other
    Board Committee.

    External Audit Responsibilities

    1.  The Committee shall exercise the exclusive authority and direct responsibility to appoint, retain, compensate
    and oversee the Auditors, who shall report directly to the Committee.  Under the Committee's overall direction,
    the Auditors shall interact with management to the fullest extent necessary to fulfill the Auditors'
    responsibilities.

    2.  At least annually, the Committee shall obtain and review a report from the Auditors describing:

    o        their internal quality-control procedures;

    o        any material issues raised by their most recent internal quality-control review or peer review, or by
             any inquiry or investigation by governmental or professional authorities, within the preceding five
             years, with respect to any independent audit carried out by the Auditors, and any steps taken to deal
             with any such issues; and

    o        to assist the Committee in its determination of the objectivity and independence of the Auditors, all
             relationships between the Auditors and the Company, including the matters covered by Independence
             Standards Board Standard Number 1.

    After reviewing the report and the Auditors' work throughout the year, the Committee shall evaluate the Auditors'
    qualifications, performance and independence.  This evaluation shall include a review of the lead partner of the
    Auditors.  In addition, the Committee shall ensure that the audit partners are rotated to the extent required by
    the Act.  The Committee shall also consider whether there should be regular rotation of the Auditors.

    Page A-3

    In making its evaluation, the Committee shall take into account the opinions of the Company's management and
    General Auditor.

    The Committee shall present its conclusions to the Board.

    3.  The Committee shall review with management and pre-approve all the audit services to be performed by the
    Auditors, including the Auditors' engagement letter for the annual audit of the Company in accordance with the
    standards of the Public Company Accounting Oversight Board (United States) and the proposed fees in connection
    with such audit.

    4.  The Committee shall discuss with the Auditors the scope, plans for and results of, the annual audit conducted
    by the Auditors, and any additional work the Committee has requested that the Auditors perform.

    5.  Prior to the filing with the SEC of the Company's Annual Report on Form 10-K, the Committee shall review with
    the Auditors:

    o        the matters required to be discussed by Statement on Auditing Standards No. 61 relating to
             communications with audit committees;

    o        all critical accounting policies and practices to be used by the Company;

    o        alternative treatments within generally accepted accounting principles ("GAAP") for policies and
             practices related to material items discussed with Company management, the effects of using or not
             using such treatments and the Auditors' preferred treatment; and

    o        any other material written communications between the Auditors and Company management, including any
              management or internal control letter or schedule of unadjusted differences.

    6.  Prior to the filing with the SEC of the Company's Annual Report on Form 10-K, the Committee shall examine and
    review with the Auditors, the General Auditor and the Company's chief financial and accounting officers the
    comments and recommendations contained in the Auditors' and the internal auditors' internal control reports
    presented to the Committee.

    7.  The Committee shall establish and maintain clear policies with respect to the hiring by the Company of
    employees or former employees of the Auditors.

    8.  The Committee shall review with management and pre-approve the scope and extent of all non-audit services to
    be performed by the Auditors that are not prohibited under the Act and that require pre-approval under the Act,
    and consider whether the Auditors' performance of those services is compatible with the Auditors' independence.
    The Committee's pre-approval responsibilities under this paragraph and under paragraph 3 above may be delegated
    to one or more members of the Committee, provided that such delegate or delegates present any pre-approval
    decisions to the Committee at its next meeting.

    9.  The Committee shall review with the Auditors any audit problems or difficulties and significant disagreements
    with management encountered in the course of the audit, and management's response thereto.  Such review shall
    include any restrictions on the scope of the Auditors' activities or on access to requested information.  Such
    review shall include any accounting adjustments that were noted or proposed by the Auditors but were "passed" (as
    immaterial or otherwise).  Such review shall include a discussion of the budget, staffing and responsibilities of
    the Company's internal audit organization.  The

    Page A-4

    Committee is directly responsible for resolving any disagreements between Company management and the Auditors
    regarding financial reporting.

    Internal Audit Responsibilities

    1.  The Committee shall concur in the appointment and the dismissal of the General Auditor.  At least annually,
    the Committee shall review the performance of the General Auditor, and shall review with the General Auditor the
    activities, organization, resources and qualifications of the Company's internal audit organization.  The
    Committee shall examine and make recommendations, if any, with respect to the internal audit plan.

    2.  At least annually, the Committee shall review the progress made with respect to executing the internal audit
    plan as well as any modifications made to the plan.

    3.  The Committee shall review with the General Auditor any audit problems or difficulties and significant
    disagreements with management encountered in the course of the internal audits, and management's response
    thereto.

    Financial Reporting Processes and Financial Statements

    1.  Prior to the filing with the SEC of the Company's Annual Report on Form 10-K, in consultation with Company
    management (including the chief executive officer and the chief financial officer), the General Auditor, the
    Auditors and/or representatives of the Company's Disclosure Committee, the Committee shall review:

    o        the effectiveness of the Company's external financial reporting processes, and the internal controls
             over financial reporting (including systems of disclosure);

    o        disclosures made by the Company's chief executive officer and chief financial officer regarding
             compliance with their certification obligations under the Act; and

    o        the Auditors' attestation report on management's evaluation of the Company's internal control over
             financial reporting, to be included in the Company's Annual Report on Form 10-K, to the extent and when
             required by the Act.

    2.  The Committee shall make a recommendation to the Board with respect to the inclusion of the Company's audited
    financial statements in the Company's Annual Report on Form 10-K.

    3.  The Committee shall prepare and approve a report annually for inclusion in the Company's proxy statement, in
    accordance with applicable SEC rules and regulations, and such other reports as may from time to time be
    necessary or appropriate.

    4.  Review and discuss with Company management (including the Company's chief executive officer and chief
    financial officer) and the Auditors:

    o        the Company's annual audited and quarterly financial statements, including all notes thereto and the
             Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of
             Operations"; and

    o        any change in the Company's internal controls over financial reporting that occurred in the most recent
             fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
             Company's internal control over financial reporting.

    Page A-5

    5.  The Committee periodically shall review and discuss:

    o        major issues regarding accounting principles and financial statement presentations, including any
             significant changes in the Company's selection or application of accounting principles, and major issues
             as to the adequacy of the Company's internal controls and any special audit steps adopted in light of
             material control deficiencies;

    o        analyses prepared by management or the Auditors setting forth significant financial reporting issues,
             judgments and estimates made in connection with the preparation of the financial statements, including
             analyses of the effects of alternative GAAP methods on the financial statements; and

    o        the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the
             Company's financial statements.

    6.  In conjunction with the filing with the SEC of the Company's Annual Reports on Form 10-K and Quarterly
    Reports on Form 10-Q, the Committee shall receive oral or written reports from management or the Company's
    Disclosure Committee if there are any matters of concern as of the end of the last fiscal quarter regarding the
    Company's systems of disclosure and the Disclosure Committee's quarterly process.

    7.  The Committee shall review with Company management quarterly and annual earnings press releases (including
    any "pro forma" or "adjusted" non-GAAP information), as well as financial information and earnings guidance
    provided to analysts and rating agencies, on a general basis (i.e., types of information to be disclosed and
    presentation to be made).

    Compliance and Risk Management

    1.  At least annually, the Committee shall review the Company's procedures for communicating to Company
    employees, officers and Directors the Company's code of business conduct and ethics ("Ethics Code"), and for
    making the Ethics Code available on the Company's Internet website and in print to any requesting shareholder as
    disclosed in the Company's Annual Report on Form 10-K.

    2.  At least annually, the Committee shall review with the Company's Ethics Compliance Officer the processes for
    monitoring compliance with the Ethics Code, and shall establish and update procedures for reviewing, granting
    and, to the extent required by any applicable law, regulation or stock exchange listing standard, promptly
    disclosing any waivers of the Ethics Code for Directors and Company executive officers.

    3.  The Committee periodically shall review information provided by management and the Company's legal counsel on
    issues such as litigation and regulatory proceedings, environmental compliance, health and safety compliance,
    information technology security and legal compliance.

    4.  The Committee periodically shall discuss the Company's guidelines and policies with respect to risk
    assessment and risk management, the Company's major financial risk exposures and the steps management has taken
    to monitor and control these exposures.

    Page A-6

    Other Responsibilities

    1.  The Committee shall perform an annual evaluation of its own performance and of the adequacy of this Charter,
    and submit to the Board that evaluation, including any recommended changes to the Committee's membership, Charter
    or procedures.

    2.  The Committee shall establish and maintain procedures for the receipt, retention and treatment of complaints
    received by the Company regarding accounting, internal accounting controls or auditing matters, as well as for
    confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or
    auditing matters.

    3.  The Committee shall review with the Board any issues that arise with respect to the quality or integrity of
    the Company's financial statements, the Company's compliance with legal or regulatory requirements, the
    performance and independence of the Auditors or the performance of the Company's internal audit function.

    4.  The Committee shall perform such additional functions as are necessary or prudent to fulfill the Committee's
    duties and responsibilities.

    The Committee's function is one of oversight.  The Committee recognizes that the Company's management, internal
    auditors, and Auditors have more knowledge and information about the Company than do Committee members.
    Consequently, in carrying out its oversight responsibilities, the Committee does not provide any special
    assurance as to the Company's financial statements or internal controls or any professional certification as to
    the Auditors' work, nor is it the Committee's duty to plan or conduct audits or to determine that the Company's
    financial statements are complete and accurate and in accordance with GAAP.  While the Committee shall foster
    adherence to laws, regulations, stock exchange listing standards, the Ethics Code and the Company's other
    policies, procedures and practices, it is not the Committee's duty to assure compliance therewith.

                                              Article VI - Posting of Charter

    This Charter shall be available on the Company's Internet website and in print to any requesting shareholder, as
    disclosed in the Company's Annual Report on Form 10-K.

    Page A-7

                                                        APPENDIX B

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

                                             Adopted by the Board of Directors
                                                      March 18, 2004

                                                    Article I - Purpose

    The purpose of the Audit Committee ("Committee") of the Board of Directors ("Board") of Southern California
    Edison Company ("Company") is to assist the Board in its oversight of:

    o        the integrity of the Company's financial statements;

    o        the Company's systems of disclosure and internal control regarding finance, accounting, legal compliance
             and ethics that management and the Board have established;

    o        the Company's compliance with legal and regulatory requirements;

    o        the qualifications and independence of the independent accountants retained by the Company (the
             "Auditors") for the purpose of preparing or issuing an audit report or performing other audit, review or
             attest services; and

    o        the performance of the Auditors and of the Company's internal audit function;

    and to produce a report of the Committee annually for inclusion in the Company's proxy statement, in accordance
    with applicable Securities and Exchange Commission ("SEC") rules and regulations.

                                                  Article II - Authority

    The Committee shall have the authority (without having to seek Board approval) and appropriate funding provided
    by the Company, to obtain advice and assistance from the Auditors and from outside legal, accounting and other
    advisors, as it deems necessary to carry out its duties.  The Committee may also request the Auditors, the
    Company's chief internal auditor ("General Auditor") or management and any other internal or external advisors to
    conduct any investigations, reviews or studies of any matter within the scope of the Committee's duties and
    responsibilities.  In connection with any such investigation, the Committee shall have unrestricted access to
    Company personnel and documents.

                                        Article III - Composition of the Committee

    1.  Appointment.  The Committee shall consist of not less than four nor more than seven members of the Board.
    Each Committee member shall be appointed by resolution adopted by a majority of the exact number of authorized
    Directors and shall serve until a successor shall be appointed by the Board.  In the event any member of the
    Committee shall cease to be a director of the Company, the vacancy thus created shall either be filled by the
    Board or, at the Board's discretion, left unfilled, provided that in no event shall the Committee consist of less
    than four members.  The Board shall designate one of the Committee members as Chair ("Chair") who shall preside
    over meetings of the Committee and report Committee actions to the Board.  If the Chair is not present, the
    Committee may designate an acting Chair.

    Page B-1

    2.  Independence of Members.  Each member of the Committee shall be independent as determined pursuant to any
    applicable law, regulation, stock exchange listing standard and director qualification standard set by the
    Board's Nominating/Corporate Governance Committee, subject to any exceptions provided for in any of the
    aforementioned standards.  No Committee member may be an "affiliated person" (as defined in Rule 10A-3(e) under
    the Securities Exchange Act of 1934, as amended, and hereinafter referred to as the "Act") of the Company or any
    of its subsidiaries, subject to the exception provided in SEC Rule 10A-3(b)(1)(iv)(B) that a Committee member may
    sit on the board of a Company affiliate provided that director also otherwise meets the independence requirements
    for such affiliate.  No Committee member may accept, directly or indirectly from the Company or any of its
    subsidiaries, any consulting, advisory or other compensatory fee other than (a) fees paid to Directors for
    service on the Board, (b) additional fees paid to Directors for service on a committee of the Board (including
    the Committee) and/or for serving as the chair of such a committee and (c) fixed amounts of compensation under a
    retirement plan (including deferred compensation) for prior service with the Company that is not contingent on
    continued service on the Board.  If a member of the Committee ceases to be independent for reasons outside the
    member's reasonable control, that member, with notice by the Company to the applicable stock exchanges, may
    remain a Committee member until the earlier of the Company's next annual shareholders' meeting or one year from
    the occurrence of the event that caused the member to be no longer independent.

    3.  Financial Literacy and Expertise.  Each member of the Committee shall be financially literate as determined
    by the Board, or become financially literate within a reasonable time after appointment.  At least one member
    shall have accounting or related financial management expertise, as determined by the Board.  The Board shall
    determine and disclose in the Company's annual proxy statement or Annual Report on Form 10-K whether at least one
    member of the Committee qualifies as an "audit committee financial expert" in compliance with the criteria
    described in Item 401 of Regulation S-K under the Act.  If the Board determines that a member of the Committee so
    qualifies, the Board may presume that such Committee member has accounting or related financial management
    expertise.

    4.  Other Audit Committee Appointments.  No Director may serve as a member of the Committee if such Director
    serves on the audit committee of more than two other public companies, unless the Board determines that such
    simultaneous service would not impair the ability of such Director to effectively serve on the Committee.

    5.  Subcommittees.  Except as otherwise expressly provided in this Charter, neither the Board nor the Committee
    may delegate to any Subcommittee of this Committee the authority to perform any responsibilities of the Committee
    set forth in this Charter.  The Board or the Committee may form Subcommittees from time to time to gather
    information, carry out investigations, or prepare reports, for consideration and action by the Committee.

                                          Article IV - Meetings and Other Actions

    The Committee shall meet at least four times per year, with one meeting to be held at the completion of the
    annual audit and before the Company's annual financial statements are published, and three meetings to be
    scheduled at the direction of the Chair in connection with the review and release of quarterly financial
    results.  Additional meetings may be held as needed to fulfill the Committee's responsibilities.  Additional
    meetings may be requested by any Committee member.  The frequency, length, and agendas of meetings shall be
    determined by the Chair in consultation with Committee members and Company management.  Any Committee member may
    request the inclusion of items on the agenda or raise subjects at a meeting that are not on the meeting agenda.
    Periodically, the Committee shall meet with Company management, the General Auditor and the Auditors in separate
    executive sessions to discuss any matters

    Page B-2

    that the Committee believes warrant Committee attention.  The Committee shall also meet separately or with
    combinations of the foregoing groups in carrying out its duties and responsibilities set forth in Article V below.

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

    The Company's Secretary shall keep, or appoint an appropriate person to keep, regular minutes of all Committee
    proceedings.  If no appointed person is present, the Committee may designate an acting secretary.  The minutes of
    each meeting shall be reviewed and approved by legal counsel and the Chair.  The approved minutes shall become a
    permanent corporate record maintained by the Company's Secretary.  A report on the Committee's activities and on
    any other matters required to be reported by this Charter in connection with execution of its duties and
    responsibilities shall be provided to the Board after each meeting.

    Unless otherwise provided in this Charter, the meetings and any other actions of the Committee shall be governed
    by the provisions of Article III of the Bylaws of the Company applicable to meetings and actions of the Board,
    and the Committee shall have all of the authority of the Board in fulfilling its duties and responsibilities,
    except as limited by any applicable law, regulation or stock exchange listing standard, or Article III of the
    Bylaws of the Company.

                                          Article V - Duties and Responsibilities

    The Committee shall have the following duties and responsibilities which shall not be delegated to any other
    Board Committee.

    External Audit Responsibilities

    1.  The Committee shall exercise the exclusive authority and direct responsibility to appoint, retain, compensate
    and oversee the Auditors, who shall report directly to the Committee.  Under the Committee's overall direction,
    the Auditors shall interact with management to the fullest extent necessary to fulfill the Auditors'
    responsibilities.

    2.  At least annually, the Committee shall obtain and review a report from the Auditors describing:

    o        their internal quality-control procedures;

    o        any material issues raised by their most recent internal quality-control review or peer review, or by
             any inquiry or investigation by governmental or professional authorities, within the preceding five
             years, with respect to any independent audit carried out by the Auditors, and any steps taken to deal
             with any such issues; and

    o        to assist the Committee in its determination of the objectivity and independence of the Auditors, all
             relationships between the Auditors and the Company, including the matters covered by Independence
             Standards Board Standard Number 1.

    After reviewing the report and the Auditors' work throughout the year, the Committee shall evaluate the Auditors'
    qualifications, performance and independence.  This evaluation shall include a review of the lead partner of the
    Auditors.  In addition, the Committee shall ensure that the audit partners are rotated to the extent required by
    the Act.  The Committee shall also consider whether there should be regular rotation of the Auditors.

    Page B-3

    In making its evaluation, the Committee shall take into account the opinions of the Company's management and
    General Auditor.

    The Committee shall present its conclusions to the Board.

    3.  The Committee shall review with management and pre-approve all the audit services to be performed by the
    Auditors, including the Auditors' engagement letter for the annual audit of the Company in accordance with the
    standards of the Public Company Accounting Oversight Board (United States) and the proposed fees in connection
    with such audit.

    4.  The Committee shall discuss with the Auditors the scope, plans for and results of, the annual audit conducted
    by the Auditors, and any additional work the Committee has requested that the Auditors perform.

    5.  Prior to the filing with the SEC of the Company's Annual Report on Form 10-K, the Committee shall review with
    the Auditors:

    o        the matters required to be discussed by Statement on Auditing Standards No. 61 relating to
             communications with audit committees;

    o        all critical accounting policies and practices to be used by the Company;

    o        alternative treatments within generally accepted accounting principles ("GAAP") for policies and
             practices related to material items discussed with Company management, the effects of using or not
             using such treatments and the Auditors' preferred treatment; and

    o        any other material written communications between the Auditors and Company management, including any
             management or internal control letter or schedule of unadjusted differences.

    6.  Prior to the filing with the SEC of the Company's Annual Report on Form 10-K, the Committee shall examine and
    review with the Auditors, the General Auditor and the Company's chief financial and accounting officers the
    comments and recommendations contained in the Auditors' and the internal auditors' internal control reports
    presented to the Committee.

    7.  The Committee shall establish and maintain clear policies with respect to the hiring by the Company of
    employees or former employees of the Auditors.

    8.  The Committee shall review with management and pre-approve the scope and extent of all non-audit services to
    be performed by the Auditors that are not prohibited under the Act and that require pre-approval under the Act,
    and consider whether the Auditors' performance of those services is compatible with the Auditors' independence.
    The Committee's pre-approval responsibilities under this paragraph and under paragraph 3 above may be delegated
    to one or more members of the Committee, provided that such delegate or delegates present any pre-approval
    decisions to the Committee at its next meeting.

    9.  The Committee shall review with the Auditors any audit problems or difficulties and significant disagreements
    with management encountered in the course of the audit, and management's response thereto.  Such review shall
    include any restrictions on the scope of the Auditors' activities or on access to requested information.  Such
    review shall include any accounting adjustments that were noted or proposed by the Auditors but were "passed" (as
    immaterial or otherwise).  Such review shall include a discussion of the budget, staffing and responsibilities of
    the Company's internal audit organization.

    Page B-4

    The Committee is directly responsible for resolving any disagreements between Company management and the Auditors
    regarding financial reporting.

    Internal Audit Responsibilities

    1.  The Committee shall concur in the appointment and the dismissal of the General Auditor.  At least annually,
    the Committee shall review the performance of the General Auditor, and shall review with the General Auditor the
    activities, organization, resources and qualifications of the Company's internal audit organization.  The
    Committee shall examine and make recommendations, if any, with respect to the internal audit plan.

    2.  At least annually, the Committee shall review the progress made with respect to executing the internal audit
    plan as well as any modifications made to the plan.

    3.  The Committee shall review with the General Auditor any audit problems or difficulties and significant
    disagreements with management encountered in the course of the internal audits, and management's response
    thereto.

    Financial Reporting Processes and Financial Statements

    1.  Prior to the filing with the SEC of the Company's Annual Report on Form 10-K, in consultation with Company
    management (including the chief executive officer and the chief financial officer), the General Auditor, the
    Auditors and/or representatives of the Company's Disclosure Committee, the Committee shall review:

    o        the effectiveness of the Company's external financial reporting processes, and the internal controls
             over financial reporting (including systems of disclosure);

    o        disclosures made by the Company's chief executive officer and chief financial officer regarding
             compliance with their certification obligations under the Act; and

    o        the Auditors' attestation report on management's evaluation of the Company's internal control over
             financial reporting, to be included in the Company's Annual Report on Form 10-K, to the extent and when
             required by the Act.

    2.  The Committee shall make a recommendation to the Board with respect to the inclusion of the Company's audited
    financial statements in the Company's Annual Report on Form 10-K.

    3.  The Committee shall prepare and approve a report annually for inclusion in the Company's proxy statement, in
    accordance with applicable SEC rules and regulations, and such other reports as may from time to time be
    necessary or appropriate.

    4.  Review and discuss with Company management (including the Company's chief executive officer and chief
    financial officer) and the Auditors:

    o        the Company's annual audited and quarterly financial statements, including all notes thereto and the
             Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of
             Operations"; and

    o        any change in the Company's internal controls over financial reporting that occurred in the most recent
             fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
             Company's internal control over financial reporting.

    Page B-5

    5.  The Committee periodically shall review and discuss:

    o        major issues regarding accounting principles and financial statement presentations, including any
             significant changes in the Company's selection or application of accounting principles, and major issues
             as to the adequacy of the Company's internal controls and any special audit steps adopted in light of
             material control deficiencies;

    o        analyses prepared by management or the Auditors setting forth significant financial reporting issues,
             judgments and estimates made in connection with the preparation of the financial statements, including
             analyses of the effects of alternative GAAP methods on the financial statements; and

    o        the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the
             Company's financial statements.

    6.  In conjunction with the filing with the SEC of the Company's Annual Reports on Form 10-K and Quarterly
    Reports on Form 10-Q, the Committee shall receive oral or written reports from management or the Company's
    Disclosure Committee if there are any matters of concern as of the end of the last fiscal quarter regarding the
    Company's systems of disclosure and the Disclosure Committee's quarterly process.

    7.  The Committee shall review with Company management quarterly and annual earnings press releases (including
    any "pro forma" or "adjusted" non-GAAP information), as well as financial information and earnings guidance
    provided to analysts and rating agencies, on a general basis (i.e., types of information to be disclosed and
    presentation to be made).

    Compliance and Risk Management

    1.  At least annually, the Committee shall review the Company's procedures for communicating to Company
    employees, officers and Directors the Company's code of business conduct and ethics ("Ethics Code"), and for
    making the Ethics Code available on the Company's Internet website and in print to any requesting shareholder as
    disclosed in the Company's Annual Report on Form 10-K.

    2.  At least annually, the Committee shall review with the Company's Ethics Compliance Officer the processes for
    monitoring compliance with the Ethics Code, and shall establish and update procedures for reviewing, granting
    and, to the extent required by any applicable law, regulation or stock exchange listing standard, promptly
    disclosing any waivers of the Ethics Code for Directors and Company executive officers.

    3.  The Committee periodically shall review information provided by management and the Company's legal counsel on
    issues such as litigation and regulatory proceedings, environmental compliance, health and safety compliance,
    information technology security and legal compliance.

    4.  The Committee periodically shall discuss the Company's guidelines and policies with respect to risk
    assessment and risk management, the Company's major financial risk exposures and the steps management has taken
    to monitor and control these exposures.

    Page B-6

    Other Responsibilities

    1.  The Committee shall perform an annual evaluation of its own performance and of the adequacy of this Charter,
    and submit to the Board that evaluation, including any recommended changes to the Committee's membership, Charter
    or procedures.

    2.  The Committee shall establish and maintain procedures for the receipt, retention and treatment of complaints
    received by the Company regarding accounting, internal accounting controls or auditing matters, as well as for
    confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or
    auditing matters.

    3.  The Committee shall review with the Board any issues that arise with respect to the quality or integrity of
    the Company's financial statements, the Company's compliance with legal or regulatory requirements, the
    performance and independence of the Auditors or the performance of the Company's internal audit function.

    4.  The Committee shall perform such additional functions as are necessary or prudent to fulfill the Committee's
    duties and responsibilities.

    The Committee's function is one of oversight.  The Committee recognizes that the Company's management, internal
    auditors, and Auditors have more knowledge and information about the Company than do Committee members.
    Consequently, in carrying out its oversight responsibilities, the Committee does not provide any special
    assurance as to the Company's financial statements or internal controls or any professional certification as to
    the Auditors' work, nor is it the Committee's duty to plan or conduct audits or to determine that the Company's
    financial statements are complete and accurate and in accordance with GAAP.  While the Committee shall foster
    adherence to laws, regulations, stock exchange listing standards, the Ethics Code and the Company's other
    policies, procedures and practices, it is not the Committee's duty to assure compliance therewith.

                                              Article VI - Posting of Charter

    This Charter shall be available on the Company's Internet website and in print to any requesting shareholder, as
    disclosed in the Company's Annual Report on Form 10-K.

    Page B-7

                                                    Southern California Edison
                                                   2004 Telephone Voting Script

    -------------------------------------------------------------------------------------------------------------------
                                                     Toll Free: 1-877-779-8683
    -------------------------------------------------------------------------------------------------------------------

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

    2.       Enter the series of numbers printed in the gray shaded box on your 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, 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, 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
                      Or
                      Item 1. You have voted to withhold your vote from all nominees.
                      Or
                      Item 1. You have voted for all nominees except for the following nominee numbers

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

    13.      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

                      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.}
    -------------------------------------------------------------------------------------------------------------------

    LOGO EQUISERVE                                                                          VOTE
                                                                              -----------------------------
                                                                                           BY NET

    VOTE BY NET

    Step 1

    Welcome to the EquiServe online voting wizard!

    Just follow a few simple steps to complete the secure online voting process:

             Authentication:            Login using your authentication information
             Delivery preference:       Setup future delivery of your annual meeting materials
             Voting:                    Cast your vote and receive your confirmation online
             Finish:                    Update your address and review other options

    If you have more than one proxy card, instruction card or ballot, please vote them one card at a time.  To get
    started now, login below and click "Continue".

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

    Step 1:  Authentication

    Enter the series of numbers printed in the gray shaded
    box on your proxy card, voting instruction sheet
    or ballot                                                                       _________________________

    Enter the last 4 digits of the U.S. social security number (SSN)
    or the U.S. taxpayer identification number (TIN) for this
    Account.*                                                                       _________________________

    *If you do not have a SSN or TIN for this account, please
    leave this box blank.

                                                                                                     CONTINUE

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    LOGO EQUISERVE                                                                          VOTE
                                                                               ------------------------------
                                                                                           BY NET

    VOTE BY NET

    LOGO SOUTHERN CALIFORNIA EDISON COMPANY
    An Edison International Company

    Step 2

    Welcome

    Name line
    Address line
    City, State, Zip line

                                                                                                     CONTINUE

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    LOGO EQUISERVE                                                                          VOTE
                                                                               -----------------------------
                                                                                           BY NET
    VOTE BY NET

    LOGO SOUTHERN CALIFORNIA EDISON COMPANY
    An Edison International Company

    Step 3

    Proxy/Voting Instruction Card

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    JOHN E. BRYSON and THEODORE F. CRAVER, JR., are hereby appointed proxies of the undersigned with full power of
    substitution to vote all shares of stock the undersigned is entitled to vote at the annual meeting of
    shareholders of Southern California Edison Company to be held at the Hyatt Regency Long Beach, 200 South Pine
    Avenue, Long Beach, California, on May 20, 2004, 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.  WHERE NO INDICATION IS SHOWN, THE SHARES REPRESENTED BY THIS
    CARD WILL BE VOTED FOR ITEM 1.  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 California Edison
    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          ___ F. A. Cordova         ___ A. J. Fohrer
                                        ___ B. M. Freeman         ___ B. Karatz             ___ L. G. Nogales
                                        ___ R. L. Olson           ___ J. M. Rosser          ___ R. T. Schlosberg, III
                                        ___ R. H. Smith           ___ T. C. Sutton

    If applicable, click the option box            ___ Mark here if you plan to attend the annual meeting.

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

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

    To cast your vote please click "Submit"
    (Note: Your vote will not be counted until you click "Submit".)                                   SUBMIT

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    LOGO EQUISERVE                                                                          VOTE
                                                                               -----------------------------
                                                                                           BY NET
    VOTE BY NET

    LOGO SOUTHERN CALIFORNIA EDISON COMPANY
    An Edison International Company

    Step 3

    Name line
    Address line
    City, State, Zip line

    Control Number:
    Confirmation Number:
    Date:

    Thank you for using Equiserve's Vote-By-Net facility.

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

    Step 3: Summary of your vote

    Your vote was recorded by EquiServe as follows:

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

    1.  Election of Directors                                                  ___________________

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

    Mark here if you plan to attend the annual meeting.                        ___________

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

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

    Please keep a copy for your records.  To change your vote click "Back".

    You can now vote another ballot or click "Finish" to exit to EquiServe Homepage.

                                                                           BACK                      FINISH

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