PRE 14A 1 sceproxy06.htm JOINT EIX AND SCE PRELIMINARY 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:

    [ X ] Preliminary Proxy Statement
    [   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
    [   ] 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:
    ____________________________________________________________________________________________________________

          (2)Aggregate number of securities to which transaction applies:
    ____________________________________________________________________________________________________________

          (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)
    ____________________________________________________________________________________________________________

          (4)Proposed maximum aggregate value of transaction:
    ____________________________________________________________________________________________________________

          (5)Total fee paid:
    ____________________________________________________________________________________________________________

    [   ] 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.
    ____________________________________________________________________________________________________________
          (3)Filing Party:
    ____________________________________________________________________________________________________________
          (4)Date Filed:
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                                                 EDISON INTERNATIONAL

                                                          AND

                                          SOUTHERN CALIFORNIA EDISON COMPANY

                                    JOINT NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

                                                          AND

                                                 JOINT PROXY STATEMENT

                                                    ANNUAL MEETINGS
                                                    April 27, 2006

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

    Page

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

                                                                                                   March 20, 2006

    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, April 27, 2006, at the
    Pacific Palms Conference Resort, One Industry Hills Parkway, City of Industry, California 91744 at
    10:00 a.m., Pacific Time.

            Your voting instructions are enclosed, and the applicable 2005 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 management proposal to amend the Articles of Incorporation to eliminate Article Fifth, the "fair
    price" provision, and a shareholder proposal regarding "simple majority vote."

            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 "FOR" the management proposal and
    "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 bank, 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,

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

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

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

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

    Date:    Thursday, April 27, 2006

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

    Place:   Pacific Palms Conference Resort
             One Industry Hills Parkway
             City of Industry, California 91744

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

          o  Election of 11 Directors to the Edison International Board and 12 Directors to the SCE Board.  The
             names of the Director nominees are:

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

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

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

    Matters to be voted upon by Edison International shareholders only:

          o  Management proposal to amend the Articles of Incorporation to eliminate Article Fifth, the "fair
             price" provision.

          o  Shareholder proposal regarding "simple majority vote."

    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 "FOR" the management proposal and "AGAINST" the shareholder proposal.

    Record Date:            Shareholders of record at the close of business on February 27, 2006, 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 Direct 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 April 26, 2006, except for Edison 401(k) Savings Plan shareholders who must
                            vote by 9:00 a.m., Pacific Time, on April 25, 2006.  If you hold your shares in an
                            account with a bank, broker or other nominee, you will receive separate instructions
                            from that nominee that 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.  The Edison
                            International and SCE Joint Proxy Statement for the annual meetings, and the
                            respective 2005 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 at no charge by contacting the
                            SCE Law Department, Corporate Governance, 2244 Walnut Grove Avenue, P. O. Box 800,
                            Rosemead, California 91770 or at 626-302-2662.

    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;

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          o  Shareholders who provide a letter or account statement from their bank, broker or other nominee
             showing that they owned stock held in the name of the bank, 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 Corporate 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:  March 20, 2006

                                                   For the Boards of Directors,

                                                   BARBARA E. MATHEWS
                                                   Vice President, Associate General Counsel,
                                                   Chief Governance Officer and Corporate Secretary
                                                       Edison International
                                                       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 ....................................................................21
    Stock Ownership of Directors, Director Nominee, and Executive Officers ...................25
    Stock Ownership of Certain Shareholders ..................................................27
    Executive Compensation ...................................................................28
        Summary Compensation Table ...........................................................28
        Option/SAR Grants in 2005 ............................................................30
        Aggregated Option/SAR Exercises in 2005 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 ........40
    Compensation and Executive Personnel Committees' Interlocks and Insider Participation ....45
    Five-Year Stock Performance Graph ........................................................46
    Certain Relationships and Transactions ...................................................47
    Audit Committees' Report .................................................................48
    Independent Registered Public Accounting Firm Fees .......................................49
    Independent Registered Public Accounting Firm for 2006 ...................................50
    To be Voted on by Edison International Shareholders Only:
        Management Proposal to Amend the Articles of Incorporation to Eliminate
            Article Fifth, the "Fair Price" Provision ........................................50
        Recommendation of Your Board of Directors "For" Item 2 ...............................51
        Shareholder Proposal on "Simple Majority Vote" .......................................51
        Recommendation of Your Board of Directors "Against" Item 3 ...........................53
    Shareholder Proposals and Nominations for 2007 Annual Meetings ...........................53
    Ethics and Compliance Code................................................................53
    Availability of Form 10-K and Other Information ..........................................54
    Other Proposed Matters ...................................................................54

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                                          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 2005 Annual Reports are being
    distributed together beginning March 20, 2006, to the Edison International and Southern California Edison
    Company shareholders for their annual meetings.  The annual meetings will be held jointly on Thursday,
    April 27, 2006, at the Pacific Palms Conference Resort, One Industry Hills Parkway, City of Industry,
    California 91744 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 Direct
            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.

    Page 1

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

        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 bank, broker,
            fiduciary, custodian or other nominee, and you are considered the beneficial owner of those shares.
            Your name does not appear on the Companies' records as a shareholder.

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

                                QUESTIONS AND ANSWERS ON VOTING, PROXIES AND ATTENDANCE

    Q:  What am I voting on?

    A:  Edison International and SCE shareholders are voting on the election of 11 Directors for Edison
        International and 12 Directors for SCE, respectively, and any other matters properly brought before the
        meeting.  Additionally, Edison International shareholders will vote on a management proposal to amend the
        Articles of Incorporation to eliminate Article Fifth, the "fair price" provision, and a shareholder
        proposal regarding "simple majority vote."  The election of Directors is Item 1 on your proxy card.  The
        management proposal is Item 2 and the shareholder proposal is Item 3 on the Edison International proxy
        card.

    Q:  Who can vote?

    A.  All shareholders of record at the close of business on February 27, 2006, 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 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, including fractional shares, 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 held 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

    Page 2

        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 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 bank, 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 1-800-652-8683 toll free from the U.S. and Canada.
                                        Call 1-781-575-2300 from outside the U.S. and Canada.

            o  Vote via the Internet:   Access the Edison International and SCE Internet voting website
                                        http://www.computershare.com/expressvote

        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
        April 26, 2006, except for 401(k) Plan shareholders who must vote by 9:00 a.m., Pacific Time, on April 25,
        2006.

        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:

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

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

            o  Vote by ballot           If you request a legal proxy from your bank, broker or other
               at the meeting:          nominee 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, or
        I do not sign my proxy or voting instructions?

    A:  If you return your signed 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 signed proxy or voting instructions by mail and do
        not indicate how you wish to vote on the management proposal, the proxies and 401(k) Plan trustee will
        vote "FOR" the management proposal (Item 2).  If you return your signed 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 3).  If you return an unsigned proxy or voting
        instructions by mail, your shares will be treated as unvoted shares on all matters.  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 management proposal and/or the shareholder proposal, your
        shares will be treated as unvoted shares on the respective proposals.  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 provide voting instructions to your bank, broker or other nominee on how to vote your shares, the
        bank, 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 bank, broker or other nominee 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 Corporate Secretary;

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

    Paeg 4

            o  Voting in person at the Annual Meeting.

        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.  Votes received by 9:00 a.m., Pacific Time, on April 25, 2006 will be
        counted.  Your last vote received within this timeframe will be the vote that is counted.

        If you hold shares in street name, you should contact your bank, 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, February 27, 2006, Edison International had 325,795,390 shares of Edison
        International Common Stock outstanding and entitled to vote.  SCE had 5,150,198 shares of 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
        325,795,390 votes.  The holders of the SCE Cumulative Preferred Stock have the right to cast a total of
        30,901,188 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 465,789,292 votes.

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

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

    A:  On Item 1, the Election of Directors, the 11 nominees receiving the highest number of affirmative or
        "for" votes will be elected as Directors of Edison International and the 12 nominees receiving the highest
        number of affirmative or "for" votes will be elected as Directors of SCE.  Votes withheld for any of the
        nominees, abstentions and broker nonvotes will have the effect of reducing the number of affirmative
        votes a candidate might otherwise have received.  On Item 2, the Management Proposal to Amend the Edison
        International Articles of Incorporation, the affirmative vote of a majority of the Edison International
        votes entitled to be cast must be obtained to adopt the proposal.  In determining whether the vote 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.  On Item 3, the
        Shareholder Proposal On "Simple Majority Vote," 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

    Page 5

        required to constitute a quorum.  In determining whether the first vote under (i) has been obtained,
        abstentions and broker nonvotes are not treated as votes cast and therefore will not affect the vote.
        That is, the percentage of votes cast can only be increased or decreased by casting votes for or against
        the proposal, respectively.  In determining whether the second vote under (ii) has been obtained,
        abstentions and broker nonvotes will have the effect of votes cast against the proposal.  That is,
        abstentions and broker nonvotes will reduce the number of affirmative votes, and therefore reduce the
        total percentage of votes the proposal might otherwise have received.

    Q:  Who will count the votes?

    A:  Computershare 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 Computershare.  Computershare 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 covered by 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 covered by your card(s) include 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 shares held in the 401(k) Plan.  You will receive separate cards from your bank, 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 $13,000 (Edison International $10,500 and SCE $2,500) 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 banks, 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

    Page 6

    Q:  How do the Boards recommend I vote?

    A:  The Edison International and SCE Boards recommend that shareholders vote "FOR" the election of their
        nominees for Directors listed in this Proxy Statement.  The Edison International Board recommends that
        Edison International shareholders vote "FOR" the management proposal and "AGAINST" the shareholder
        proposal.

                                  HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTS

        If you are a registered shareholder and share an address with other registered shareholders, you may be
    receiving multiple copies of the applicable Annual Report to Shareholders and Proxy Statement.  You can save
    the Companies money if you direct us to discontinue mailing all future multiple annual reports, proxy
    statements, proxy statements combined with a prospectus, and information statements by marking the
    appropriate box on the enclosed proxy card, or by following the instructions provided when you vote by
    telephone or over the Internet.  The Companies intend to deliver only one respective annual report, one proxy
    statement, one proxy statement combined with a prospectus, and one information statement to multiple
    registered shareholders sharing an address if such multiple shareholders have given their consent, and the
    Companies have not received contrary instructions from one or more of such shareholders.  This practice is
    commonly referred to as "householding."  The Companies do not plan to electronically household documents.
    Your consent to householding 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 2005 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 banks, 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 2005 Annual Report by contacting your bank, broker or other nominee.

                               ELECTRONIC ACCESS TO PROXY STATEMENTS AND ANNUAL REPORTS

        This Joint Proxy Statement and the Edison International and SCE 2005 Annual Reports are available on
    Edison International's Internet website at http://www.edisoninvestor.com.  Certain 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.

    Page 7

        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 at no charge by contacting the SCE Law Department,
    Corporate Governance, 2244 Walnut Grove Avenue, P. O. Box 800, Rosemead, California 91770 or at 626-302-2662.

        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
    bank, 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

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

        The nominees for Directors of Edison International and SCE are the same, except for Mr. Fohrer who is a
    nominee for the SCE Board only.  A brief biography of each nominee describing his or her business experience
    during the past five years and other prior relevant business experience is presented below.

    JOHN E. BRYSON
    Chairman of the Board, President and Chief Executive Officer of Edison International and Chairman of the Board of
    SCE (since 2003); Chairman of the Board of Edison Capital (a non-utility subsidiary of Edison International, an
    investor in infrastructure and energy assets) (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 62.

    FRANCE A. CORDOVA
    Chancellor, University of California, Riverside (since 2002); Vice Chancellor for Research, University of
    California, Santa Barbara (1996-2002)
    Dr. Cordova has been a Director of Edison International and SCE since 2004.  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 58.

    Page 8

    CHARLES B. CURTIS
    President and Chief Operating Officer of the Nuclear Threat Initiative (a private foundation dealing with
    national security issues) (since 2001); Executive Vice President of the United Nations Foundation (2001);
    Partner of the law firm of Hogan & Hartson (1997 to 1999); Deputy Secretary of the U.S. Department of Energy
    (1995 to 1997); Under Secretary of the U.S. Department of Energy (1994 to 1995); Chairman of the Federal
    Energy Regulatory Commission (1977 to 1981)
    Mr. Curtis is being nominated for the first time to serve as a Director of Edison International and
    SCE.  He is a Trustee of Putnam Funds.  Mr. Curtis is a graduate of the University of Massachusetts,
    Amherst, and Boston University Law School.  Age 66

    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 55.

    BRADFORD M. FREEMAN
    Founding Partner, Freeman Spogli & Co. (private investment company) (since 1983); Managing Director of Dean
    Witter Reynolds, Inc. (brokerage firm) (1976-1983)
    Mr. Freeman has been a Director of Edison International and SCE since 2002.  He is a Director of CB Richard
    Ellis Group, Inc.  Mr. Freeman is a graduate of Stanford University, and holds an MBA degree from Harvard
    Business School.  Age 64.

    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 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 60.

    LUIS G. NOGALES
    Managing Partner of Nogales Investors, LLC (private equity investment company) (since 2001); President of
    Nogales Partners (a private equity investment company) (1990-2001); President of Univision (Spanish language
    television network) (1986-1988); Chairman and Chief Executive Officer of United Press International
    (communications) (1983-1986)
    Mr. Nogales has been a Director of Edison International and SCE since 1993.  He is a Director of Arbitron
    Inc., and KB Home.  Mr. Nogales is a graduate of San Diego State University and Stanford Law School.  Age 62.

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

    Page 9

    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, The Washington Post Company, and a Director/Trustee of two funds
    in the Western Asset funds complex.  Mr. Olson is a graduate of Drake University and University of Michigan
    Law School and holds a Diploma in Law from Oxford University.  Age 64.

    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 67.

    RICHARD T. SCHLOSBERG, III
    Retired President and Chief Executive Officer of The David and Lucile Packard Foundation (private family
    foundation) (1999-2004); Publisher and Chief Executive Officer, Los Angeles Times (newspaper) (1994-1997);
    Executive Vice President and Director, The Times Mirror Company (media communications) (1994-1997)
    Mr. Schlosberg has been a Director of Edison International and SCE since 2002.  He is a Director of eBay Inc.
    and BEA Systems, Inc.  Mr. Schlosberg is a graduate of the United States Air Force Academy, and holds an MBA
    degree from Harvard Business School.  Age 62.

    ROBERT H. SMITH
    Robert H. Smith Investments and Consulting (banking and financial-related consulting services) (since 2003);
    Managing Director of Smith & Crowley, Inc. (merchant banking) (1992-2003); President and Chief Executive
    Officer of Security Pacific Corporation (1990-1992); President, Chief Executive Officer and Director of
    Security Pacific National Bank (1987-1992)
    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.  Mr. Smith is a graduate of the University of Southern California and
    holds a Law degree from Van Norman University.  Age 70.

    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 two funds in
    the Pacific funds complex.  Mr. Sutton is a graduate of the University of Toronto.  Age 63.

    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.  The Committees are comprised of independent
        directors 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 Corporate 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.

        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
        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

    Pae 11

        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 Guidelines 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, under "Corporate Governance," and are available in print upon request from the
        Edison International or SCE Corporate 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:

    1.      Discretionary charitable contributions by the Company to a non-profit entity (including an educational
            or other institution) with which the director or an immediate family member is currently or was
            since the beginning of the preceding calendar year affiliated as a director, officer, trustee,
            or employee, or otherwise, if (a) the Company's total contributions to the entity in the
            entity's preceding fiscal year were less than 1% of the entity's reported consolidated gross
            revenues for that 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;

    2.      Payments made by the Company to an entity with which the director or an immediate family member is
            currently or was since the beginning of the preceding calendar year affiliated as a director,
            officer, trustee, or 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
            the entity's preceding fiscal year was less than 1% of the entity's reported consolidated gross
            revenues for that 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 entity's preceding fiscal year, directly or indirectly own,
            in the aggregate, more than 10% of the entity;

    3.      Other than ownership of debt securities which are covered by Standards 4 and 5 below, 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 currently or was since the beginning of the preceding calendar
            year affiliated as a director, officer, trustee, or

    Page 12

            employee, or otherwise, if (a) the total amount of indebtedness in the entity's preceding fiscal year
            was less than 1% of the entity's reported consolidated gross assets at the end of the fiscal
            year, and (b) the indebtedness did not result in any direct financial benefit to the director or
            an immediate family member;

    4.      Direct or indirect current ownership or ownership since the beginning of the preceding calendar year
            by the director or an immediate family member (including ownership by an entity with which the
            director or an immediate family member is currently or was affiliated as a director, officer,
            trustee, or employee, or otherwise) of equity or debt securities of the Company, if the director
            or immediate family member has received no extra benefit not shared on a pro rata basis by other
            security holders;

    5.      Direct or indirect current ownership or ownership since the beginning of the preceding calendar year
            by the Company of equity or debt securities of an entity with which the director or an immediate
            family member is currently, or was at the time of ownership, affiliated as a director, officer,
            trustee, or employee, or otherwise, if (a) the total amount of the entity's equity or debt
            securities owned by the Company did not exceed 5% of the entity's outstanding equity or debt
            securities, respectively, at any time since the beginning of the preceding calendar year, and
            (b) the Company received no extra benefit not shared on a pro rata basis by other security
            holders;

    6.      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 the preceding
            calendar year;

    7.      The Company's employment in any capacity of an immediate family member of the director, if the direct
            and indirect compensation paid to the director's immediate family member in the preceding
            calendar year was $60,000 or less;

    8.      Payments made to the Company by an entity with which the director or an immediate family member is
            currently or was since the beginning of the preceding calendar year affiliated as a director,
            officer, trustee, or employee, or otherwise, if in the entity's preceding fiscal year, the
            payments involved the Company's rendering of services as a public utility at rates or charges
            fixed in conformity with law or governmental authority and were in an amount that did not exceed
            the greater of $1,000,000 or 2% of that entity's consolidated gross revenues as reported by that
            entity for that fiscal year;

    9.      Equity or debt investments directly or indirectly currently held, or were held since the beginning of
            the preceding calendar year, by the director or an immediate family member in an entity with
            which an executive officer of the Company is currently, or since the beginning of the preceding
            calendar year was, affiliated as a director, officer, trustee or employee, or otherwise, if
            (a) the investments of the director and any immediate family member, and the executive officer of
            the Company, respectively, do not exceed 10% of the outstanding debt or equity securities,
            respectively, of the entity, (b) the executive officer of the Company is not an executive
            officer of the entity, and (c) the aggregate investments represent less than 10% of the net
            worth of each investor;

    10.     Service since the beginning of the preceding calendar year by an officer of the Company as a director
            or trustee (or similar position) of an entity where the director or an immediate

    Page 13

            family member serves as an executive officer, if the officer (a) is or was not an executive officer of
            the Company, and (b) does not or did not have his or her annual compensation approved by any
            compensation committee of the Company of which the director or immediate family member is or was
            a member;

    11.     The director's receipt of vested and non-forfeitable equity-based benefits and retirement benefits
            under qualified plans as a result of prior employment with the Company;

    12.     As to immediate family members, any relationship between the Company and another entity with which the
            immediate family member is or has been employed in a non-executive officer capacity; and

    13.     As to directors and immediate family members, any other relationship if the relationship has not
            existed or occurred since the beginning of the preceding calendar year.

        For purposes of the categories of relationships described in the above paragraphs:

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

    o   "executive officer" has the same meaning specified for the term "officer" in Rule 16a-1(f) under the
        Securities Exchange Act of 1934; 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 Directors,
        provided that the Director whose relationship is under consideration abstains from the vote regarding his
        or her independence.

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

    A:  The Boards have determined that Directors Cordova, Freeman, Karatz, Nogales, Schlosberg, Smith, and
        Sutton, and Director nominee Curtis, have no material relationships with the Companies and, therefore, are
        independent.  The relationships between the Companies, on the one hand, and its independent Directors and
        Director nominee Curtis, on the other hand, reviewed by the Boards met the pre-established categories of
        immaterial relationships set by the Boards.

    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 is subject to its listing
        standards on corporate governance and other matters.  SCE is listed on the American Stock Exchange.
        However, the American Stock Exchange only requires certain listed issuers to comply with designated
        corporate governance standards for Board and Board Committee composition

    Page 14

        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 2005 and who is the Lead Director for executive sessions
        of the non-employee and independent Directors?

    A:  During 2005, the Edison International Board and the SCE Board each met nine times.  During 2005, 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.  The Edison International Board
        also held three executive sessions of the non-employee Directors; the SCE Board held three executive
        sessions of the non-employee Directors, and one executive session of the independent Directors only.  The
        Presiding Director for these sessions is designated by the non-employee Directors on an annual basis and
        when a vacancy occurs.  Mr. Smith was designated as the Presiding Director in February 2005 and in May
        2005, and served as the Presiding Director for all such sessions held in 2005.  In December 2005, the
        Companies amended their respective Corporate Governance Guidelines to refer to the Presiding Director as
        the Lead Director, and Mr. Smith was designated as the Lead Director.    The Lead Director's name is
        posted on Edison International's Internet website at www.edisoninvestor.com under "Corporate
        Governance."

    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 2005
        Director nominees of the respective Companies attended the 2005 annual meeting.

    Q:  How may I communicate with the Board?

    A:  Shareholders may communicate with any individual Director including the Lead Director, with the Directors
        as a group, or with the non-employee Directors as a group.  To do so, you may call the Companies'
        helpline at 800-877-7089 and ask the helpline 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:

        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

    Page 15

        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, SCE has a Pricing Committee, and both
    Companies have subcommittees of the Compensation and Executive Personnel Committee.  The Committees' charters
    are posted on Edison International's Internet website at www.edisoninvestor.com, under "Corporate Governance,"
    and are available in print upon request from the Edison International or SCE Corporate Secretary.  The
    following table describes the Boards' committees and subcommittees.

    Page 16

               COMMITTEE                                                                       NUMBER
            OR SUBCOMMITTEE                                                                      OF
               NAME AND                               COMMITTEE AND                           MEETINGS
            CURRENT MEMBERS                      SUBCOMMITTEE FUNCTIONS                        IN 2005
    ------------------------------------------------------------------------------------------------------------------

    Audit Committees(1)              o  Appoints the independent registered public             Edison
        Thomas C. Sutton, Chair         accounting firm.                                   International:
        Bradford M. Freeman                                                                       8
        Luis G. Nogales              o  Assists the Boards in their oversight of 1) the
        Richard T. Schlosberg, III      integrity of financial statements, 2) systems of
        Robert H. Smith                 disclosure and internal control regarding finance,      SCE:
                                        accounting, legal compliance and ethics that              8
                                        management and the Boards have established,
                                        3) compliance with legal and regulatory
                                        requirements, 4) the qualifications and
                                        independence of the independent registered public
                                        accounting firm 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 registered public accounting firm and of
                                        the internal audit function.

                                     o  Meets regularly with management, the independent registered
                                        public accounting firm, 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 registered public accounting firm
                                        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.

    ______________________
    (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.

    Page 17

               COMMITTEE                                                                   NUMBER
            OR SUBCOMMITTEE                                                                  OF
               NAME AND                               COMMITTEE AND                       MEETINGS
            CURRENT MEMBERS                      SUBCOMMITTEE FUNCTIONS                    IN 2005
    ------------------------------------------------------------------------------------------------------------------

    Compensation and                 o  Reviews the performance and sets the compensation     Edison
    Executive Personnel                 of designated elected officers, including the     International:
    Committees(2)                       Executive Officers.                                      4
        Robert H. Smith, Chair
        Bruce Karatz                 o  Reviews Director compensation for consideration
        Luis G. Nogales                 and action by the Boards.                              SCE:
        Richard T. Schlosberg, III                                                               4
        Thomas C. Sutton             o  Approves the design of executive and Director
                                        compensation programs, plans and arrangements.

                                     o  May elect designated officers and determine their
                                        compensation.

                                     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.

        (2) Dr. Cordova was a member of the Compensation and Executive Personnel Committees until May 19, 2005.

    Page 18

               COMMITTEE                                                                       NUMBER
            OR SUBCOMMITTEE                                                                      OF
               NAME AND                               COMMITTEE AND                           MEETINGS
            CURRENT MEMBERS                      SUBCOMMITTEE FUNCTIONS                        IN 2005
    ------------------------------------------------------------------------------------------------------------------

    Executive Committees             o  Has all the authority of the Boards between            Edison
        Edison International            meetings except to the extent limited by the       International:
        John E. Bryson, Chair           California General Corporation Law.                       1
        Bruce Karatz
        Ronald L. Olson
        James M. Rosser                                                                         SCE:
        Thomas C. Sutton                                                                          3
        SCE
        John E. Bryson, Chair
        Alan J. Fohrer
        Bruce Karatz
        Ronald L. Olson
        James M. Rosser
        Thomas C. Sutton

    Finance Committees               o  Regularly reviews the financial structure of their     Edison
        Luis G. Nogales, Chair          respective companies.                              International:
        France A. Cordova                                                                         4
        Bradford M. Freeman          o  The Edison International Finance Committee
        Ronald L. Olson                 reviews the financial planning process and               SCE:
        James M. Rosser                 investment outlook for Edison International and its       4
                                        nonutility subsidiaries, and approves certain
                                        investments.

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

    Page 19

               COMMITTEE                                                                          NUMBER
            OR SUBCOMMITTEE                                                                         OF
               NAME AND                               COMMITTEE AND                              MEETINGS
            CURRENT MEMBERS                      SUBCOMMITTEE FUNCTIONS                           IN 2005
    ------------------------------------------------------------------------------------------------------------------

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

                                        o  Advises the Boards with respect to corporate
                                           governance matters.

                                        o  Oversees the evaluation of the Boards and Committees.

    Pricing Committee(4)                o  Determines the final terms of any offering, issuance,  SCE:
      John E. Bryson                       or sale of Preferred Stock of SCE, in either            0
      Alan J. Fohrer                       a private placement or registered offering duly
      Luis G. Nogales                      authorized and approved by the SCE Board.
      (alternate member)

    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         0;
      At least one Compensation            tasks related to executive compensation.              Took action
      and Executive Personnel                                                                      only by
      Committee member                                                                            unanimous
      appointed by Committee                                                                    written consent
      Chair

    ________________

        (3) Dr. Rosser served as a member and Chair of the Nominating/Corporate Governance Committees until
            February 1, 2005.  Dr. Cordova became a member of the Committees on May 19, 2005.

        (4) This is a Committee of the SCE Board of Directors only formed in October 2005.
            The Chair of the SCE Finance Committee serves as an alternate member.

    Page 20

                                                 DIRECTOR COMPENSATION

        Directors who are employees of Edison International or SCE are not paid additional compensation for
    serving as Directors except as described below under "Matching Gift Program."

    Fees

        The fees and retainers paid to each non-employee Director were increased effective May 19, 2005.  The
    following table sets forth the schedule of fees and retainers for each non-employee Director in effect during
    2005, both before and after the May 19, 2005 increase:

        ------------------------------------------ --------------------- ---------------------
                                                   Rate in Effect        Rate in Effect on
                                                   Before May 19, 2005   and After May 19, 2005

        ------------------------------------------ --------------------- ---------------------
        Annual Board Retainer                      $40,000               $45,000*
        ------------------------------------------ --------------------- ---------------------
        Additional Annual Retainer to Board        $5,000 ($10,000 for   $5,000 ($10,000 for
        Committee Chairs                           Audit Committee       Audit Committee
                                                   chair)                chair)
        ------------------------------------------ --------------------- ---------------------
        Additional Annual Retainer to Executive    $2,000                N/A
        Committee Members
        ------------------------------------------ --------------------- ---------------------
        Additional Annual Retainer to each         N/A                   $7,500*
        Director who serves as Lead Director of
        the non-employee and independent
        Director executive sessions of the Boards
        ------------------------------------------ --------------------- ---------------------
        Fee for each Board meeting attended,       $1,500 ($3,000 for    $2,000
        including adjourned meetings               the Director who
                                                   chairs an executive
                                                   session of the
                                                   Board)
        ------------------------------------------ --------------------- ---------------------
        Fee for each Board Committee and           $1,500                $2,000
        Subcommittee meeting attended, including
        adjourned meetings
        ------------------------------------------ --------------------- ---------------------
        Fee for any other business meeting         $1,500                $2,000
        attended as a Director
        ------------------------------------------ --------------------- ---------------------

        *  These rates were effective April 1, 2005

        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.  Additionally, if meetings of different
    Committees and Subcommittees of each of the Companies are held jointly, the non-employee Directors 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

    Page 21

    SCE Committee and Subcommittee meetings are similarly managed.  All 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:

        o   2,000 Edison International deferred stock units, and

        o   2,500 Edison International nonqualified stock options.

    Upon reelection to the Boards:

        o   2,000 shares of Edison International Common Stock or deferred stock units, and

        o   2,500 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 declared 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 2005 may be exercised to
    purchase one share of Edison International Common Stock at an exercise price equal to $37.08, the fair market
    value of the underlying Common Stock on May 19, 2005, the date the stock option was granted.  The Director
    stock options and related dividend equivalents were fully vested upon grant.  Director stock options have a
    maximum ten-year term while the related dividend equivalents have a maximum term of five years.  The Director
    stock options are transferable to a spouse, child or grandchild.

        The stock options accrue dividend equivalents, if and when dividends are declared on Edison International
    Common Stock, in an amount that would have been paid on the number of shares of Edison International Common
    Stock covered by the corresponding stock options.  Dividend equivalents are credited to an account
    established on behalf of the holder.  Dividend equivalents accumulate without interest and are to be paid on
    or as soon as administratively practical after each June 1 of the year 2006 through 2010, subject to prior
    deferral elections.  No further dividend equivalents will accrue as to any corresponding Edison International
    stock option once such option is exercised, expires or otherwise terminates.

    Page 22

        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 and dividend equivalents will
    continue to accrue, 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, or by the end of the original term if earlier, and no dividend
    equivalents will be credited to the account after such termination date.

        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, any meeting fees and dividend equivalents on Edison International
    stock options under the Edison International Director Deferred Compensation Plan. Amounts may be deferred
    until a specified date, retirement, death or discontinuance of service as a Director.  Amounts deferred
    accrue interest until paid to the Director.  Compensation deferred until retirement or death may be paid as a
    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-certain life annuity equal to 50% of the
    payments the participant had been receiving.  If the beneficiary is

    Page 23

    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 2005 to the deferred compensation plan accounts of the following Directors.

                          --------------------------- ----------------------
                                                          Preferential
                                   Director                 Interest
                          --------------------------- ----------------------
                          France A. Cordova                  $  1,727
                          --------------------------- ----------------------
                          Bradford M. Freeman                $  4,823
                          --------------------------- ----------------------
                          Bruce Karatz                       $  4,236
                          --------------------------- ----------------------
                          Ronald L. Olson                    $ 13,371
                          --------------------------- ----------------------
                          James M. Rosser                    $ 54,525
                         --------------------------- -----------------------
                          Richard T. Schlosberg, III         $  4,829
                         --------------------------- -----------------------
                          Robert H. Smith                    $ 16,114
                          --------------------------- ----------------------
                          Thomas C. Sutton                   $ 12,476
                          --------------------------- ----------------------

    Matching Gift Program

            Edison International has a matching gift program that provides assistance to qualified public and
    private schools by matching dollar-for-dollar gifts of at least $25 up to a prescribed maximum amount per
    calendar year for the Edison International companies' employees and all Directors on the Boards of Edison
    International and SCE.  Edison International matches aggregate director contributions of up to $10,000 per
    calendar year to qualified institutions.  Edison International will match only up to $10,000 per calendar
    year of gifts made by an Edison International Director who is also an SCE Director.  Aggregate matching
    contributions in the following amounts were made by Edison International with respect to gifts made by the
    following Directors during 2005.

                          --------------------------- ----------------------
                                   Director            Matching Contribution
                          --------------------------- ----------------------
                          John E. Bryson                     $ 10,000
                          --------------------------- ----------------------
                          France A. Cordova                  $  3,500
                          --------------------------- ----------------------
                          Bradford M. Freeman                $ 10,000
                          --------------------------- ----------------------
                          Luis G. Nogales                    $  4,500
                          --------------------------- ----------------------
                          James M. Rosser                    $ 10,000
                          --------------------------- ----------------------
                          Richard T. Schlosberg, III         $ 10,000
                          --------------------------- ----------------------
                          Robert H. Smith                    $ 10,000
                          --------------------------- ----------------------
                          Thomas C. Sutton                   $ 10,000
                          --------------------------- ----------------------

    Page 24

                        STOCK OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEE, AND EXECUTIVE OFFICERS

        The following table shows the number of shares of Edison International Common Stock beneficially owned as
    of January 31, 2006, 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 1, 2006, through the payment of deferred stock units and the exercise of stock options.

     -------------------------------- ------------ ------------ ------------ ------------ -----------
                                                                  Shares        Total
     Name of                           Deferred       Stock      of Common     Shares      Percent
     Beneficial Owner                    Stock     Options(2)    Stock(3)    Beneficially   of Class
                                       Units(1)                               Owned(4)
     -------------------------------- ------------ ------------ ------------ ------------ -----------
     Directors, Director nominee,
     and Executive Officers:
     -------------------------------- ------------ ------------ ------------ ------------ -----------
        John E. Bryson(5)                    0     1,857,757      512,045    2,369,802        *
        France A. Cordova                4,135         3,500            0        7,635        *
        Charles B. Curtis                    0             0            0            0        *
        Alan J. Fohrer(5)                    0       245,189       79,950      325,139        *
        Bradford M. Freeman              7,338         5,500       50,000       62,838        *
        Bruce Karatz                     7,338         5,500        3,300       16,138        *
        Luis G. Nogales                  7,091         5,500        4,795       17,386        *
        Ronald L. Olson                  7,091         5,500       30,220       42,811        *
        James M. Rosser                  6,023             0       10,100       16,123        *
        Richard T. Schlosberg, III       7,338         5,500        5,000       17,838        *
        Robert H. Smith                  7,091         5,500        9,900       22,491        *
        Thomas C. Sutton                 7,091         5,500       33,082       45,673        *
     -------------------------------- ------------ ------------ ------------ ------------ -----------
     Additional Executive Officers:
     -------------------------------- ------------ ------------ ------------ ------------ -----------
        Theodore F. Craver, Jr.(5)           0       543,074      125,734      668,808        *
        Thomas R. McDaniel(5)                0       534,477      118,936      653,413        *
        John R. Fielder(5)                   0       154,579       27,119      181,698        *
        Robert G. Foster(5)                  0       157,214            0      157,214        *
        Harold B. Ray(5)                     0       187,875       42,488      230,363        *
        Mahvash Yazdi(5)                     0       132,788       37,541      170,329        *
     -------------------------------- ------------ ------------ ------------ ------------ -----------
     All   Directors  and  Executive
      Officers of Edison International
      as a  group
     (18 individuals)                   60,536     3,632,866    1,029,816    4,723,218     1.45%
     -------------------------------- ------------ ------------ ------------ ------------ -----------
     All   Directors  and  Executive
     Officers of  SCE as a group
     (24 individuals)                  [60,536]   [3,265,634]   [939,448]   [4,265,618]    [1.31%]
     -------------------------------- ------------ ------------ ------------ ------------ -----------

    *   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 that are payable in an equal number
        of shares of Edison International Common Stock 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.

    Page 25

    (3) Includes (i) shares held directly by the individual and/or in the name of a spouse, (ii) 401(k) Plan
        shares for which instructions not received from any plan 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 that may not be deemed beneficially owned under Section 16 of the Securities Exchange
        Act of 1934.  Except as follows, each individual has sole voting and investment power:

        Shared voting and sole investment power:
        Mr. Bryson - 25,053; Mr. Olson - 10,000; Dr. Rosser - 10,100; Mr. Smith - 6,900; Mr. McDaniel - 9,952;
        Mr. Fielder - 13,267; Mr. Ray - 1,473; Ms. Yazdi - 5,831; all Edison International Directors, the Director
        nominee, and Executive Officers as a group - 75,767; and all SCE Directors, the Director nominee, and
        Executive Officers as a group - [63,328].

        Shared voting and shared investment power:
        Mr. Bryson - 331,074; Mr. Fohrer - 49,709; Mr. Olson - 20,220 (includes 15,000 shares held in a
        foundation not deemed beneficially owned under Section 16 of the Securities Exchange Act of 1934);
        Mr. Smith - 3,000; Mr. Sutton - 33,082; Mr. Craver - 125,734; Mr. McDaniel - 100,914; Mr. Fielder - 3,152;
        Mr. Ray - 41,014; Ms. Yazdi - 31,710; all Edison International Directors, the Director nominee, and
        Executive Officers as a group - 682,691; and all SCE Directors, the Director nominee, and Executive
        Officers as a group - [140,909] (group numbers include 15,000 shares held in a foundation not deemed
        beneficially owned under Section 16 of the Securities Exchange Act of 1934).

    (4) Includes shares listed in three columns to the left.

    (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. Craver and McDaniel are
        named Executive Officers for Edison International only.  Mr. Foster, who resigned as President of SCE on
        September 30, 2005 and retired from SCE on December 31, 2005, and Mr. Fielder are named Executive
        Officers for both Edison International and SCE.  Mr. Ray and Ms. Yazdi are named Executive Officers for
        SCE only.

    Page 26

                                        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 January 31, 2006, 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     40,048,852(1)    12.29%
        Common Stock              225 Franklin Street
                                  Boston, Massachusetts 02110
     ---------------------------- --------------------------------------- --------------- ---------
     Edison International         Barclays Global Investors, N.A.         24,744,983(2)    7.60%
        Common Stock              45 Fremont Street
                                  San Francisco, California 94105

     ---------------------------- --------------------------------------- --------------- ---------
     SCE Common Stock             Edison International                    434,888,104(3)   100%
                                  2244 Walnut Grove Avenue
                                  Rosemead, California 91770
     ---------------------------- --------------------------------------- --------------- ---------

    _______________
    (1) This information is based on a Schedule 13G, dated February 13, 2006, filed with the SEC.  Acting in
        various fiduciary capacities, State Street reports that it has sole voting power over 9,759,506 shares,
        shared voting power over 30,289,346 shares and shared investment power over 40,048,852 shares, but
        disclaims beneficial ownership.  As of January 31, 2006, 29,632,852 shares, or 9.10% of the class, were
        held by State Street Bank and Trust Company 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.

    (2) This information is based on a Schedule 13G, dated January 31, 2006, filed with the SEC.  Barclays Global
        Investors, N.A., reports that it beneficially owns 19,913,346 shares, or 6.11%of the class, and that it
        has sole voting power over 17,059,253 shares and sole investment power over 19,913,346 shares.  The
        remaining 4,831,637 shares, or 1.48% of the class, are owned by other members of the Barclays group as
        reported on the Schedule 13G.  The Barclays shares reported on the Schedule 13G are held by Barclays in
        trust accounts for the economic benefit of the beneficiaries of those accounts.

    (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.

    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 2003, 2004 and 2005.  Mr. Foster's compensation for these
    years is also included as he would have been among the group of the four most highly compensated Executive
    Officers, other than the CEO, of Edison International and SCE but for the fact that he was not an executive
    officer at the end of 2005.  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   2005  1,160,000 2,100,000 16,892       --      359,004    9,339,353 525,876
    of the Board, President    2004  1,115,000 1,950,000  6,373       --      387,538    4,228,587 498,985
    and CEO of Edison          2003  1,065,000 1,700,000  5,491       --      330,124    3,102,351 736,524
    International and
    Chairman of the Board of
    SCE
    -------------------------- ----- --------- --------- --------- ---------- ---------- --------- ---------
    Alan J. Fohrer,            2005   618,000   745,000   5,602       --      100,644    3,423,148 210,888
    CEO of SCE                 2004   595,500   655,000   6,488       --      128,634    1,634,808 202,598
                               2003   575,000   817,000   5,568       --      102,246    1,239,282 190,004
    -------------------------- ----- --------- --------- --------- ---------- ---------- --------- ---------
    Theodore F. Craver, Jr.,   2005   570,000   798,000  20,108       --      172,644    2,213,363 198,495
    Chairman of the Board,     2004   545,000   763,000     697       --      116,165     943,930  138,775
    President and Chief        2003   520,000   692,000     661       --      102,246     739,204  124,435
    Executive Officer of EME
    and President & CEO of
    Edison Capital
    -------------------------- ----- --------- --------- --------- ---------- ---------- --------- ---------
    Thomas R. McDaniel,        2005   587,500   700,000  16,184       --      150,454    6,858,664 68,193
    Executive Vice President,  2004   565,000         0  14,629       --      120,428     667,469  52,774
    CFO and Treasurer of       2003   545,000         0   5,593       --      102,246    1,202,620 33,184
    Edison International
    -------------------------- ----- --------- --------- --------- ---------- ---------- --------- ---------
    Harold B. Ray,             2005   469,000   534,000  10,633       --       52,782    1,582,066 100,453
    Executive Vice President   2004   451,000   440,000   3,526       --       71,969     636,649  96,618
    of SCE(6)                  2003   437,000   540,000   3,416       --       63,116     546,133  944,593
    -------------------------- ----- --------- --------- --------- ---------- ---------- --------- ---------
    Robert G. Foster,          2005   455,000   521,407   5,602       --       51,206    1,204,208 88,344
    Retired President of       2004   437,000   427,000   4,175       --       76,708     488,893  69,310
    SCE(7)
                               2003   417,000   543,000   4,641       --       63,239     424,527  80,846
    -------------------------- ----- --------- --------- --------- ---------- ---------- --------- ---------
    John R. Fielder,           2005   341,340   422,000    5,126      --        26,640    857,087   47,635
    President of SCE           2004   318,700   272.000    4,453      --        39,959    369,597   38,414
                               2003   307,000   338,000    7,318      --        33,255    326,770   25,293
    -------------------------- ----- --------- --------- --------- ---------- ---------- --------- ---------
    Mahvash Yazdi, Senior      2005   348,400   336,000    5,775      --        28,007    923,752   76,112
    Vice President & Chief     2004   335,000   295,000    6,770      --        43,912    357,234   58,578
    Information Officer of     2003   295,700   310,000   1,708       --        32,031    331,169   53,781
    Edison International
    and SCE
    -------------------------- ----- --------- --------- --------- ---------- ---------- --------- ---------
    ___________________
    (1) For Edison International, the Named Officers for 2005 are John E. Bryson, Alan J. Fohrer, Theodore F.
        Craver, Jr., Thomas R. McDaniel, Robert G. Foster and John R. Fielder.  For SCE, the Named

    Page 28

        Officers for 2005 are John E. Bryson, Alan J. Fohrer, Harold B. Ray, Robert G. Foster, John R. Fielder
        and Mahvash Yazdi.

    (2) The principal positions shown are at December 31, 2005.

    (3) The amounts shown in column (e) represent the amount of reimbursed taxes.  Other perquisites provided to
        each of the Named Officers do not exceed the lesser of $50,000 or 10% of the Named Officer's annual
        salary plus bonus for the applicable year.

    (4) The amounts shown in column (h) for 2005 include (i) payment of the 2002 Edison International Performance
        Shares, and (ii) the value of the shares of Edison International Common Stock issued in payment of 25% of
        the deferred stock units awarded in 2001 pursuant to the Edison International Stock Option Retention
        Exchange Offer.

    (5) The amounts shown in column (i) for 2005 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, and disability benefits in the following amounts:

        ---------------------- -------------- ------------- ---------- ----------- -----------
                                                            Vacation
                                   Plan       Preferential    Sale      Survivor   Disability
                               Contributions    Interest    Proceeds   Benefits*    Benefits
                                    ($)           ($)          ($)        ($)         ($)
        ---------------------- -------------- ------------- ---------- ----------- -----------
        John E. Bryson             99,600        338,954          0      87,322            0
        ---------------------- -------------- ------------- ---------- ----------- -----------
        Alan J. Fohrer             45,203        108,974          0      34,947       21,764
        ---------------------- -------------- ------------- ---------- ----------- -----------
        Theodore F. Craver, Jr.    46,290        119,292          0      26,613            0
        ---------------------- -------------- ------------- ---------- ----------- -----------
        Thomas R. McDaniel         12,600         13,024          0      29,756            0
        ---------------------- -------------- ------------- ---------- ----------- -----------
        Harold B. Ray              33,841         22,852      9,019      34,741            0
        ---------------------- -------------- ------------- ---------- ----------- -----------
        Robert G. Foster           33,023         40,120          0      15,202            0
       ---------------------- -------------- ------------- ---------- ----------- -----------
        John R. Fielder            24,672         11,376          0      11,587            0
        ---------------------- -------------- ------------- ---------- ----------- -----------
        Mahvash Yazdi              25,602         39,867          0      10,643            0
        ---------------------- -------------- ------------- ---------- ----------- -----------

    ___________________
    *   Includes the 2005 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.

    (6) Mr. Ray retired from SCE on December 31, 2005.

    (7) Mr. Foster resigned as President of SCE on September 30, 2005, and retired from SCE on December 31, 2005.

    Page 29

                                              OPTION / SAR GRANTS IN 2005

        The following table presents information regarding Edison International nonqualified stock options
    granted during 2005 to the Named Officers pursuant to the Edison International Equity Compensation Plan or
    2000 Equity Plan.  No Stock Appreciation Rights (SARs) were granted to any participant during 2005.

     --------------------------------------------------------------------------------- -------------
                                                                                        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       Price         Date        Value(3)
                                    (#)           Year        ($/Sh)                       ($)
                                                  (%)
     -------------------------- ------------- ------------- ------------ ------------- -------------

     John E. Bryson               359,004         10%         31.935      01/02/2015   3,349,507
     -------------------------- ------------- ------------- ------------ ------------- -------------
     Alan J. Fohrer               100,644          3%         31.935      01/02/2015     939,009
     -------------------------- ------------- ------------- ------------ ------------- -------------
     Theodore F. Craver, Jr.      100,644          3%         31.935      01/02/2015     939,009
     -------------------------- ------------- ------------- ------------ ------------- -------------
     Theodore F. Craver, Jr.       72,000          2%         32.710      01/02/2015     688,320
     -------------------------- ------------- ------------- ------------ ------------- -------------
     Thomas R. McDaniel            94,454          3%         31.935      01/02/2015     881,256
     -------------------------- ------------- ------------- ------------ ------------- -------------
     Thomas R. McDaniel            56,000          2%         32.710      01/02/2015     535,360
     -------------------------- ------------- ------------- ------------ ------------- -------------
     Harold B. Ray                 52,782          2%         31.935      01/02/2015     492,456
     -------------------------- ------------- ------------- ------------ ------------- -------------
     Robert G. Foster              51,206          1%         31.935      01/02/2015     477,752
     -------------------------- ------------- ------------- ------------ ------------- -------------
     John R. Fielder               26,640          1%         31.935      01/02/2015     248,551
     -------------------------- ------------- ------------- ------------ ------------- -------------
     Mahvash Yazdi                 28,007          1%         31.935      01/02/2015     261,305
     -------------------------- ------------- ------------- ------------ ------------- -------------

    _______________
    (1) Seventy-five percent of each Named Officer's annual long-term incentive compensation for 2005 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 2005 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 2005 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.  Edison International will
        substitute cash awards to the extent necessary to pay required tax withholding or any governmental levies.

    (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, 2006, January 2, 2007, January 2, 2008 and
        January 2, 2009.  The awards of Messrs. Bryson, Fohrer, Craver and McDaniel are transferable to a spouse,
        child or grandchild.  If an award holder terminates employment after attaining age 65, after attaining
        age 55 with five years of service during the vesting period, or after such earlier date that qualifies
        the holder for retirement under any company retirement plan, the Stock Options will continue to vest as
        scheduled and be exercisable for the full original term, subject to pro rated adjustment for such
        separations from service occurring within the first year following the grant date. If an award holder
        terminates employment because of death or permanent and total disability during the vesting period, all
        unvested Stock Options and dividend equivalents will immediately vest and the stock options may be
        exercised pursuant to their original terms by the award holder or beneficiary.  If an award holder is
        terminated involuntarily not for cause, one additional year of

    Page 30

        vesting credit will be applied and the Stock Options and dividend equivalents will vest on a pro rata basis.
        If the award holder is not retirement-eligible, he or she will then have one year to exercise the vested
        Stock Options before they are forfeited, or until the end of the original term if earlier.  If employment
        is terminated other than as described above, 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.

        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 declared on Edison International Common Stock during the
        first five years of the Stock Option term.  Dividend equivalents accumulate without interest.  Dividend
        Equivalents are paid in cash as soon as administratively practical after the vesting dates or, if later,
        in January after the dividend equivalents are credited, although Edison International has discretion to
        pay dividend equivalents in shares of Edison International Common Stock.  No further dividend equivalents
        will accrue as to any Stock Option once that Stock Option is exercised, expires or otherwise terminates.

        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, mergers and stock splits.  If Edison
        International is not the surviving corporation after such a transaction, 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 following such a transaction, and the
        Stock Options and dividend equivalents are not assumed by a successor entity, unexercised Stock Options
        and dividend equivalents will be settled in cash.

        The Edison International Compensation and Executive Personnel Committee administers the Equity
        Compensation 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.

    (3) The grant date value of each Stock Option awarded in January 2005 to the Named Officers was calculated to
        be $9.33 per option share using the Black-Scholes stock option pricing model.  In making this
        calculation, it was assumed that the exercise period was 10 years, the volatility rate was 19.61%, the
        risk-free rate of return was 4.21%, the average dividend yield was 3.13% and the stock price and exercise
        price were $31.935.  The grant date value of each Stock Option awarded in February 2005 to the Named
        Officers was calculated to be $9.56 per option share using the Black-Scholes stock option pricing model.
        In making this calculation, it was assumed that the exercise period was 10 years, the volatility rate was
        19.64%, the risk-free rate of return was 4.22%, the average dividend yield was 3.06% and the stock price
        and exercise price were $32.71.

    Page 31

                                       AGGREGATED OPTION / SAR EXERCISES IN 2005
                                            AND FY-END OPTION / SAR VALUES

        The following table presents information regarding the exercise of Stock Options during 2005 by any of
    the Named Officers, and regarding unexercised Stock Options held at year-end 2005 by any of the Named
    Officers.  No SARS were exercised during 2005 or held at year-end 2005 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          165,000    3,954,433       976,716/881,041     21,426,044/17,328,879
      --------------------- ------------ ------------- --------------------- -----------------------
      Alan J. Fohrer          237,434    3,865,353        41,177/270,751        659,238/5,433,212
      --------------------- ------------ ------------- --------------------- -----------------------
      Theodore F. Craver, Jr.  22,300      561,186       235,444/329,983      5,364,693/5,929,739
      --------------------- ------------ ------------- --------------------- -----------------------
      Thomas R. McDaniel       72,200      195,844       246,006/310,790      5,638,103/5,747,577
      --------------------- ------------ ------------- --------------------- -----------------------
      Harold B. Ray            97,961    1,214,834        67,214/152,219      1,079,046/3,123,771
      --------------------- ------------ ------------- --------------------- -----------------------
      Robert G. Foster         75,852    1,512,429        64,185/150,996      1,139,398/3,103,350
      --------------------- ------------ ------------- --------------------- -----------------------
      John R. Fielder          69,398    1,111,645         81,804/80,164      1,805,346/1,655,559
      --------------------- ------------ ------------- --------------------- -----------------------
      Mahvash Yazdi            31,878      642,135         55,146/84,985      1,191,037/1,744,194
      --------------------- ------------ ------------- --------------------- -----------------------

    _______________
    (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 after 2002 accrue to the
        extent dividends are declared on Edison International Common Stock.  The option terms for current year
        awards are discussed in footnote (2) in the table above entitled "Option/SAR Grants in 2005."

    (2) Stock Options are treated as "in-the-money" if the fair market value of the underlying stock at year-end
        2005 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 2005 and (ii) the exercise prices of those Stock
        Options.

    Page 32

        The aggregate value at year-end 2005 of all accrued dividend equivalents for the Named Officers was:

                         --------------------------- ------------------------
                                                              $ / $
                                                        Vested / Unvested
                         --------------------------- ------------------------
                         John E. Bryson              2,553,510/1,309,514
                         --------------------------- ------------------------
                         Alan J. Fohrer                 200,443/408,184
                         --------------------------- ------------------------
                         Theodore F. Craver, Jr.        495,311/462,266
                         --------------------------- ------------------------
                         Thomas R. McDaniel             239,864/446,252
                        --------------------------- -------------------------
                         Harold B. Ray                  330,671/230,893
                        --------------------------- -------------------------
                         Robert G. Foster               261,159/236,771
                         --------------------------- ------------------------
                         John R. Fielder                221,908/123,627
                        --------------------------- -------------------------
                         Mahvash Yazdi                  193,034/129,892
                         --------------------------- ------------------------

                                               LONG-TERM INCENTIVE PLAN
                                              AWARDS IN LAST FISCAL YEAR

        The following table presents information regarding Edison International performance shares granted
    during 2005 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
                                 Shares,          Period
                              Units or Other      Until
     Name                         Rights(1)     Maturation    Threshold     Target     Maximum
                                   (#)          Or Payout        (#)         (#)         (#)
     ------------------------ --------------- --------------- ----------- ----------- -----------
     John E. Bryson              34,962          3 years         8,741      34,962    104,886
    ------------------------ --------------- --------------- ----------- ----------- -----------
     Alan J. Fohrer               9,802          3 years         2,451       9,802     29,406
     ------------------------ --------------- --------------- ----------- ----------- -----------
     Theodore F. Craver, Jr.     16,802          3 years         4,201      16,802     50,406
     ------------------------ --------------- --------------- ----------- ----------- -----------
     Thomas R. McDaniel          14,699          3 years         3,675      14,699     44,097
     ------------------------ --------------- --------------- ----------- ----------- -----------
     Harold B. Ray                5,141          3 years         1,286       5,141     15,423
     ------------------------ --------------- --------------- ----------- ----------- -----------
     Robert G. Foster             4,987          3 years         1,247       4,987     14,961
     ------------------------ --------------- --------------- ----------- ----------- -----------
     John R. Fielder              2,595          3 years           649       2,595      7,785
     ------------------------ --------------- --------------- ----------- ----------- -----------
     Mahvash Yazdi                2,728          3 years           682       2,728      8,184
     ------------------------ --------------- --------------- ----------- ----------- -----------

    _______________
    (1) Twenty-five percent of each Named Officer's annual long-term incentive compensation for 2005 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 2005 was awarded in the form of Stock Options
        and dividend equivalents as set forth above in the table entitled "Option/SAR Grants in 2005."

        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

    Page 33

        percentile ranking of Edison International total shareholder return ("TSR") compared to the TSR for each
        stock comprising the Philadelphia Utility Index, adjusted to delete AES Corporation and to add Sempra
        Energy.  A target number of contingent Performance Shares was awarded.  Dividend equivalents included
        with these grants are described below.  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, although
        Edison International has discretion to pay all Performance Shares in stock.  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, 2007, subject to the Named Officer's continued employment by the Companies through that
        date.  If an award holder terminates employment after attaining age 65, after attaining age 55 with five
        years of service during the performance period, or after such earlier date that qualifies the holder for
        retirement under any company retirement plan, the Performance Shares will continue to vest as scheduled,
        subject to prorated adjustment for such separations from service occurring within the first year
        following the grant date.  If an award holder terminates employment because of death or permanent and
        total disability during the performance period, the Performance Shares will remain eligible to vest on a
        prorata basis.  If an award holder is terminated involuntarily not for cause, the Performance Shares will
        remain eligible to vest on a prorata basis, and one additional year of vesting credit will be applied.
        If employment is terminated during the performance period other than as described above, unvested
        Performance Shares are forfeited.  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.

        Dividend equivalents in the amount of dividends that would have been paid on the number of shares of
        Common Stock covered by the corresponding target number of Performance Shares will be credited to an
        account established on behalf of the holder to the extent dividends are declared on Edison International
        Common Stock.  The dividend equivalents accumulate without interest and will be paid in cash following
        the end of the performance period when the Performance Shares are paid although Edison International has
        discretion to pay dividend equivalents in shares of Edison International Common Stock.  The dividend
        equivalents paid will be adjusted upward or downward at the time of payment to correlate with the actual
        number of Performance Shares paid based on the Edison International TSR percentile ranking.  In the event
        of a termination of the award holder's employment during the performance period, the dividend equivalents
        will be subject to the rules applicable to Performance Shares described above.

        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

    Page 34

        TSR performance percentiles are interpolated on a straight-line basis.  The amounts shown do not include
        dividend equivalents.

                                                 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
     --------------- --------- ---------- --------- ----------- ----------- ---------- -----------
       3,200,000     800,000   1,080,000  1,360,000 1,640,000   1,920,000   2,080,000  2,240,000
     --------------- --------- ---------- --------- ----------- ----------- ---------- -----------
       3,400,000     850,000   1,147,500  1,445,000 1,742,500   2,040,000   2,210,000  2,380,000
     --------------- --------- ---------- --------- ----------- ----------- ---------- -----------

    _______________
    (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, 2005,
        Mr. Bryson had completed 21 years of service, Mr. Fohrer - 32 years, Mr. Craver - 9 years, Mr. McDaniel -
        34 years, Mr. Ray - 35 years, Mr. Foster - 21 years, Mr. Fielder - 35 years, and Ms. Yazdi - 9 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."

    Page 35

        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.  The Named Officers receive an additional
        service percentage of3/4% per year for the first ten years of service (7 1/2% upon completion of ten years
        of service).  The actual benefit is offset by up to 40% of the executive's primary Social Security
        benefits and by Profit Sharing contributions, if any, made by the Company to the officers' 401(k)
        accounts.

        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.

        Mr. Fohrer has 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 1/2% 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 ($3,400,000) 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 Named Officer following his or her death.  The benefit is approximately 19.4% 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 $3,400,000, the beneficiary's estimated annual survivor benefit would be $659,600.  Mr. Fohrer has
    elected coverage under this plan.

        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 $3,400,000, the beneficiary's estimated
    annual survivor benefit would be $850,000.  If a Named Officer were to elect the retirement income benefit in
    lieu of the survivor income benefit and had final annual compensation of $3,400,000, the Named Officer's
    estimated annual benefit would be $340,000.  Mr. Fohrer 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

    Page 36

    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 Mr. Bryson if he retired at age 65 is projected to be
    approximately $489,644.  The annual amount that will be payable to the surviving beneficiaries of Mr. Ray is
    $23,357.

        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 $13,875 per quarter for eight years following his retirement from the Boards.

                                               EMPLOYMENT CONTRACTS AND
                                        TERMINATION OF EMPLOYMENT ARRANGEMENTS

    Severance and Change in Control Arrangements

        Edison International provides severance benefits and change in control benefits to certain key employees,
    including all of the Named Officers, under the Edison International Executive Severance Plan (the "Severance
    Plan").

        Under the Severance Plan, an eligible executive is generally entitled to severance benefits if his or her
    employment is terminated by his or her employer without cause and other than due to the executive's
    disability.

        Severance benefits generally include: (1) cash severance benefits consisting of an amount equal to a
    year's base salary, an amount equal to a year's target bonus, and an amount equal to a pro rata portion of the
    executive's target bonus for the portion of the calendar year employed prior to severance,  (2) an additional
    year of service credit and an additional year of age credit for the purposes of calculating the executive's
    pension benefit under the Executive Retirement Plan, and (3) an additional year of vesting of stock options
    and dividend equivalents, performance shares and deferred stock units, and certain additional benefits.

        Alternatively, a participating executive is generally entitled to enhanced severance benefits if, within
    a period that starts six months before and ends two years after an event that is deemed a "Change in Control"
    of Edison International, the executive's employment is terminated by the employer for any reason other than
    cause or disability or by the executive for good reason, Edison International or any successor breaches any
    provision of the Severance Plan, or a successor fails or refuses to assume Edison International's obligations
    under the Severance Plan.  These enhanced severance benefits generally consist of full vesting of stock
    options and dividend equivalents, performance shares and deferred stock units in addition to the severance
    benefits described above.  If the executive is the Chief Executive Officer of Edison International, SCE, EME
    or Edison Capital or the General Counsel or Chief Financial Officer of Edison International within the twelve
    months preceding his or her termination date, then the severance benefits are subject to further enhancement,
    and generally consist of  a cash severance benefit amounting to three years' worth of base salary and target
    bonus, the prorated target bonus for the year in which termination occurs, three years of service and age
    credit under the Executive Retirement Plan, and

    Page 37

    enhancements to certain additional benefits.  If the executive is a senior vice president or higher-ranking
    officer of Edison International, SCE, EME or Edison Capital (but not one of the officers listed above) within
    the twelve months preceding his termination date, the enhancement to the severance benefits generally
    includes a cash severance benefit amounting to two years' worth of base salary and target bonus, the prorated
    target bonus for the year in which termination occurs, two years of service and age credit under the
    Executive Retirement Plan, and enhancements to certain additional benefits.

        The Severance Plan also provides that if, following a Change in Control, excise taxes under Section 4999
    of the Internal Revenue Code of 1986, as amended, apply to payments made under the Severance Plan or other
    plans or agreements, the executive will be entitled to receive an additional payment (net of income,
    employment and excise taxes) to compensate the executive for any excise tax imposed.

    Employment Contracts

        Harold B. Ray.  On December 20, 2005, SCE and Harold B. Ray, then Executive Vice President of SCE,
    entered into a Consulting Agreement to serve as an independent contractor consultant to SCE for a two-year
    period commencing on January 1, 2006.  Mr. Ray retired as an employee of SCE on December 31, 2005.

        Pursuant to the Consulting Agreement, Mr. Ray is being paid a retainer of $25,000 per month.  In the
    event that Mr. Ray works for more than 750 hours in any 12-month period during his term as a consultant, he
    will be paid an additional $450 for each additional hour worked.  Under no circumstances is Mr. Ray to exceed
    1,000 hours during either year of the two-year term.  SCE will reimburse Mr. Ray for reasonable travel and
    related expenses he incurs while serving as a consultant.

        Mr. Ray may terminate the Consulting Agreement at any time after January 1, 2007 if he accepts full-time
    employment at a business entity by giving SCE at least 90 days' advance written notice.  SCE may terminate
    the Consulting Agreement at any time after January 1, 2007 for any reason by giving Mr. Ray at least 60 days'
    advance written notice.  SCE may also terminate the Consulting Agreement at any time for cause (as defined in
    the Consulting Agreement).

        Robert G. Foster.  On August 25, 2005, SCE and Robert Foster entered into (i) a Retirement Agreement,
    pursuant to which Mr. Foster resigned as President of SCE, effective September 30, 2005, and retired as an
    employee of SCE, effective December 31, 2005, and (ii) a Consulting Agreement, pursuant to which Mr. Foster
    is continuing to serve as a consultant to SCE for a three-year term commencing January 1, 2006.

        Pursuant to the Retirement Agreement, Mr. Foster continued to serve SCE in a senior advisory capacity
    from October 1, 2005 until his retirement, during which period he received the same level of compensation and
    benefits he would have been entitled to receive had he continued as SCE's President (except as modified by
    the Retirement Agreement).  Mr. Foster was paid an additional $160,000 on or about October 1, 2005, and his
    bonus percentage for 2005 was calculated at 65% (his normal target bonus percentage) multiplied by the
    average percentage of target for bonuses actually paid to other SCE officers at a level of Senior Vice
    President or above for 2005.

        The Retirement Agreement provides that outstanding equity awards granted to Mr. Foster by Edison
    International will generally vest and be paid according to their terms, except for certain modifications made
    to Mr. Foster's outstanding options approved by the Edison International Compensation and Executive Personnel
    Committee.  All of Mr. Foster's outstanding options became fully vested on December 31, 2005.  Options
    granted to Mr. Foster in 2002 and 2003 became exercisable on the first

    Page 38

    business day of January 2006.  Options granted to Mr. Foster in 2004 and 2005 may be exercised only when
    and to the extent they would have vested under the existing vesting schedule.  Mr. Foster's outstanding
    dividend equivalents will be paid according to their terms, except that his existing deferral elections with
    respect to dividend equivalents otherwise credited or payable after December 31, 2005 will be void.

        Upon retirement, Mr. Foster became entitled to the following payments under the Retirement Agreement: (i)
    monthly payments under an annuity over a 15-year period and an additional cash payment to cover taxes
    required to be withheld in connection with the annuity, (ii) a lump sum payment (less taxes) of his accrued
    benefit under the Executive Retirement Plan, and (iii) a lump sum payment (less taxes) of his accrued
    benefits under the SCE Retirement Plan and the Edison 401(k) Savings Plan.  The annuity and related cash
    payment are in settlement of Mr. Foster's benefits under the Edison International Executive Deferred
    Compensation Plan (the "DCP").  The annuity payment is to provide Mr. Foster with the same payment stream
    that he had previously elected under the DCP.  Payment has been structured as an annuity to help ensure
    compliance with federal and state conflict of interest rules applicable to public officials should Mr. Foster
    enter governmental service.  The cash payment to help cover taxes recognizes that the full value of the
    annuity will be taxed currently whereas DCP benefits would otherwise be taxed only when paid.

        Under the Retirement Agreement, Mr. Foster agreed not to accept any governmental position before June 1,
    2006 and to timely notify SCE if he contemplates taking such a position thereafter.  If Mr. Foster takes a
    governmental position after June 1, 2006, SCE will pay Mr. Foster a lump sum of $268,100 if he takes such a
    position in 2006 or an amount to be negotiated by SCE and Mr. Foster in good faith if he takes such a
    position anytime thereafter.  This lump sum payment will be in lieu of Mr. Foster's continued benefits under
    retiree health care, life insurance and other post-retirement programs maintained by Edison International and
    SCE.  In addition, Mr. Foster's outstanding stock options may terminate, and his outstanding performance
    share awards and dividend equivalents will be paid out, prior to his taking any governmental position.  These
    provisions are to help ensure compliance with federal and state conflict of interest rules applicable to
    public officials should Mr. Foster enter governmental service.

        The Retirement Agreement also includes Mr. Foster's agreement to release all employment-related claims
    against Edison International, SCE and their respective affiliates through the date of the Retirement
    Agreement and to sign a supplemental release containing substantially similar release provisions at the time
    of his retirement.

        Pursuant to the Consulting Agreement, Mr. Foster is being paid a retainer of $25,000 per month.  In the
    event that Mr. Foster works for more than 700 hours in any 12-month period during his term as a consultant,
    he will be paid an additional $400 for each additional hour worked.  Mr. Foster will also be eligible to
    receive an annual performance bonus of up to $200,000 at the discretion of SCE's Chief Executive Officer.
    Mr. Foster will generally not be eligible to participate in any benefit programs maintained by Edison
    International, SCE or any of their respective affiliates with respect to his service as a consultant.  SCE
    will reimburse Mr. Foster for reasonable travel and related expenses he incurs while serving as a
    consultant.  Mr. Foster is responsible for his office, support staff and other expenses.

        Either SCE or Mr. Foster may terminate the Consulting Agreement at any time if Mr. Foster contemplates
    taking a governmental position that SCE reasonably determines may result in an actual or perceived conflict
    of interest or potential therefor under applicable federal or state law.  Mr. Foster may also terminate the
    Consulting Agreement at any time after January 1, 2007 if he accepts full-time employment in the private
    sector, and either Mr. Foster or SCE may terminate the Consulting Agreement

    Page 39

    at any time after January 1, 2008 for any reason if at least 60 days' written notice is provided.  SCE's
    Chief Executive Officer will have sole discretion to determine whether any performance bonus will be paid to
    Mr. Foster for the year in which the Consulting Agreement is terminated and the amount of any such bonus.
    SCE may also terminate the Consulting Agreement at any time for cause (as defined in the Consulting
    Agreement).

        The Consulting Agreement also includes Mr. Foster's agreement that he will not divulge any confidential
    information of SCE or any of its affiliates at any time or render advice or services to certain competitors
    of SCE or any of their successors or affiliates at any time prior to January 1, 2009.  Mr. Foster also agrees
    that he will not interfere with the business of, make disparaging statements with respect to, or assist any
    party in a proceeding adverse to SCE or any of its affiliates prior to the first to occur of January 1, 2009
    or Mr. Foster's taking a governmental position.

                                   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 2005.

        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 2005.

    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 and operating 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.

    (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 of 1934.

    Page 40

        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.

    Stock Ownership Guidelines

        To underscore the importance of linking executive and shareholder interests, the Committees have adopted
    stock ownership guidelines for certain executives, depending upon their compensation grade level.  The
    guidelines require executives who are senior vice presidents or above to own an amount ranging 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 until such time as the options are
    actually exercised and the shares acquired.

    2005 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 2005.  This peer group is the same group of companies used last year.  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. Electricity 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 2005 compensation planning was established in December 2004 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

    Page 41

    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 2004 to set salaries for 2005.  After a thorough review of performance against pre-established
    objectives, the Committees determined that in 2004 Edison International had a strong year in terms of
    aggregate performance.  The factors considered by the Committees in setting the 2005 salaries of Mr. Bryson
    and Mr. Fohrer were the relationship of their compensation to the average compensation of the other chief
    executive officers of the peer group of companies, and the Committees' judgment of Mr. Bryson's performance
    as CEO of Edison International and Mr. Fohrer's performance as CEO of SCE.  Mr. Bryson was recognized for his
    overall leadership and commitment to achieving strategic objectives.  Mr. Fohrer was recognized for the
    quality of his leadership of the SCE management team and his role in SCE meeting high levels of operational
    and financial performance and in achieving sound regulatory outcomes in 2004.  No weighting was assigned to
    the factors considered.  Mr. Bryson's 2005 salary was $1,160,000, which was 7% above the median for CEOs in
    the peer group.  Mr. Fohrer's 2005 salary was $618,000, which was 2% above the median for his peers.

        In December 2004, the Committees also reviewed the base salaries of the other Executive Officers at SCE
    and 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 2005 base salaries in the aggregate of the other
    Executive Officers at Edison International, SCE and the other subsidiaries were 3% above the median levels of
    their respective peers.

    Annual Incentive Compensation for 2005 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 2005 ranged from 40% of base salary for some vice presidents to 70% of base salary for
    Mr. Fohrer and certain other officers.  Mr. Bryson's target annual incentive remained at 100% of base salary
    for 2005.  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.  The Committees adopted the Edison International and SCE objectives
    described below as a basis for their evaluation of the 2005 performance of Mr. Bryson and Mr. Fohrer.

        Performance objectives for the Edison International companies were adopted by the Boards and the
    Committees for 2005.  Nine unweighted general areas of focus and achievement were identified as Edison
    International goals for 2005, each designed to implement and advance the Edison International Strategic Plan
    (outlined in Edison International's Business Overview and Strategy report included as an exhibit to a current
    report on Form 8-K filed by Edison International with the SEC on October 13, 2004):  (1)  Substantially
    strengthen ethics and compliance programs, accountability and management focus by building a high priority
    program across all the Edison International companies underscoring the fundamental importance of recognizing
    integrity as the Company's paramount value;  (2)  Develop the talent critical to achieving Strategic Plan
    Objectives through emphasizing the enhancement of leadership capabilities and/or rotations within and across
    the Edison International companies;  (3)  Secure regulatory approvals for SCE's capital expenditures, as
    identified in the Strategic Plan;  (4)  Satisfactorily resolve market structure and power procurement rules,
    for the markets in which SCE,

    Page 42

    EME and Edison Capital operate;  (5)  Effectively allocate cash and credit, in order to achieve an optimum
    balance of growth, hedging, debt reduction and dividends;  (6)  Effectively manage enterprise risks,
    including high customer rates, market volatility, and environmental control costs and tax audits of leases;
    (7)  Achieve targeted core earnings;  (8)  Develop and implement a plan for organizational process changes,
    across all the Edison International companies to enhance the ability to meet Strategic Plan objectives; and
    (9)  Achieve 2005 company-specific safety, reliability and other operational goals for SCE, EME and Edison
    Capital, taking appropriate steps to ensure adherence to company values and accuracy in achievement measures.

        SCE's goals for 2005 were grouped among five unweighted general areas focusing on people and values,
    infrastructure investments, customer benefits, operational excellence, and finance.  Specific objectives
    within these areas included the following:  (1)  Focusing on ethics and compliance programs, talent
    development and improved safety performance at the SCE level;  (2)  Securing satisfactory regulatory
    approvals for SCE's capital expenditures and meeting related planning and construction targets for those
    investments;  (3)  Ensuring long-term reliability and downward pressure on rates and improving customer
    service to meet customer needs;  (4)  Successfully implementing the business process integration initiatives,
    achieving various operational and safety goals for the San Onofre Nuclear Generating Station (SONGS),
    obtaining key performance measures, and developing an integrated process for timely and accurate injury
    reporting; and (5)  Achieving targeted core earnings, a successful outcome in the 2006 cost of capital
    proceeding, and a successful resolution of the 2006 General Rate Case.

        EME's goals for 2005 included strengthening ethics and compliance programs; developing critical talent;
    allocating credit resources and cash to achieve debt reduction, hedging and growth consistent with the Edison
    International Strategic Plan; and meeting operational objectives dealing with organization structure,
    non-fuel operation and maintenance costs, and power plant-related production factors.

        The 2005 goals identified for Edison Capital related to strengthening ethics and compliance programs;
    developing critical talent; and making progress toward resolving tax audits of leases, successfully resolving
    outstanding issues associated with certain infrastructure and affordable housing investments, and attaining
    targeted investment levels in renewable energy and affordable housing projects as reflected in the Edison
    International Strategic Plan.

        When the Committees met in February 2006 to evaluate the performance by each of the Companies and to
    determine 2005 annual incentive awards, the Committees reviewed the year's overall performance in light of
    the objectives identified at the beginning of the year and described above.  The Committees determined that
    Edison International performed very well in 2005 as it effectively met many of its Strategic Plan
    objectives.  The result was a total return to shareholders of nearly 40%, which included a 30% stock
    appreciation.  The largest driver of this 2005 value increase was the performance of Edison International's
    unregulated businesses, as its merchant coal generation fleet yielded excellent results.  On the utility
    side, SCE executed its power grid investments at the high levels which it had established for the year, while
    achieving key milestones on future transmission projects.

        In 2005, SCE successfully worked to secure regulatory approvals for significant infrastructure
    expenditures and met planning and construction targets for these important investments.  The Mountainview
    Plant, the first SCE power project since the late 1980s, was completed ahead of schedule and on budget.  In
    addition, on December 15 a final CPUC decision was rendered authorizing the SONGS steam generator replacement
    project and establishing a favorable cost recovery allowance.

        In a business significantly affected by high market volatility for wholesale electricity, fuel costs,
    emission credits, and environmental regulation, EME's coal generation fleet performed extremely well.

    Page 43

    By controlling operating and input costs, stabilizing revenues through contracts and hedges, and disciplined
    trading in wholesale power markets, EME achieved record earnings.  Aided by the reorganizing of its
    businesses and resulting streamlined decision making, debt levels at EME were reduced by more than $850
    million, while cash production exceeded $1.0 billion.

        During 2005, Edison Capital surpassed targeted investment levels in renewable energy by making $194
    million of wind project equity investments.  At both the federal and state levels Edison Capital worked to
    support legislative and regulatory policies and market structures, which provide a sustainable framework for
    renewable technologies in energy markets.

        The Edison International Committee approved a 2005 Annual Incentive Award of $2,100,000 for Mr. Bryson.
    That was 91% of his maximum potential award.  The SCE Committee approved a 2005 Annual Incentive Award of
    $745,000 for Mr. Fohrer.  That was 85% of his maximum potential award.  In addition to evaluating the overall
    performance of Mr. Bryson as measured by Edison International's results, the Edison International Committee's
    objective assessment of his performance was considered.  Factors found to be particularly significant in 2005
    for Mr. Bryson included his key support of measures taken to substantially strengthen ethics and compliance
    efforts across the Edison International companies.  Also recognized was his important role in developing
    executive level talent through rotations within and across the companies, leadership training, and succession
    planning programs.  The Committee concluded that Mr. Bryson's overall responsibility for progress in these
    areas, and in the matters mentioned above, significantly contributed to Edison International's strong
    financial performance in 2005 which, among other things, supported an 8% increase in its common stock
    dividend while achieving a total shareholder return of nearly 40%.

        In addition to the regulatory approvals and infrastructure investment successes mentioned above, Mr.
    Fohrer's award reflected SCE's customer-focused efforts in 2005 to ensure long-term reliability and create
    downward pressure on rates by securing reasonable long term procurement rules.  SCE successfully advocated
    for new legislation in California requiring all load-serving entities to meet identical reserve requirements
    and renewable portfolio standards.  In the financial area, SCE's accomplishments included a cost of capital
    decision authorizing a favorable increase in its return on equity.  Also noted was SCE's completion of an
    acquifer study and its overall progress in its efforts to determine whether the Mohave Generating Station
    should be returned to service or permanently shut down.

        The 2005 Annual Incentive for the other Executive Officers averaged 90% of the maximum potential award at
    Edison International, 87% of the maximum potential award at SCE and 100% of the maximum potential award at
    the other subsidiaries.  The target values established and the actual awards granted to Mr. Bryson and Mr.
    Fohrer and the Executive Officers were consistent with the Committees' objectives 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 2005, dividend equivalents were awarded along with the nonqualified
    stock options and performance shares.  The Edison International Committee awarded 359,004 stock options and
    34,962 performance shares to Mr. Bryson and 100,644 stock options and 9,802 performance shares to
    Mr. Fohrer.  The awards granted to Mr. Bryson, Mr. Fohrer and the other Executive Officers were consistent
    with the Committees' objectives described above and reflect the Committees' commitment to link a significant
    portion of the compensation of

    Page 44

    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 peer group survey results.  The options and other
    long-term incentives granted in prior years also were considered by the Committee when making the current
    year award determination.

    Summary

        The Committees' compensation actions for 2005 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 2005.  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)          Richard T. Schlosberg, III
                   -------------------------------- ---------------------------------
                       Bruce Karatz                     Thomas C. Sutton
                   -------------------------------- ---------------------------------
                       Luis G. Nogales
                   -------------------------------- ---------------------------------

    ______________
    *   Dr. Cordova served as a Committee member for part of 2005, but ceased to be a member on May 19, 2005,
        when the Boards reappointed the Committees.  She did not participate in Committee decisions after that
        date, including deliberations regarding the annual incentives for 2005 performance.

                                   COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEES'
                                         INTERLOCKS AND INSIDER PARTICIPATION

        Dr. Cordova ceased to be a Committee member on May 19, 2005.  The other Committee members whose names
    appear on the Committees' Report above were Committee members during all of 2005.    Under applicable SEC
    rules, there were no interlocks or insider participation on the Compensation and Executive Personnel
    Committees.

    Page 45

                                      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. Electricity Index.(3)  The S&P 500 Index is published daily in The Wall Street
    Journal.  The Dow Jones U.S. Electricity Index contains 43(4) United States investor-owned power companies
    and is published daily by Dow Jones & Company.  Prices for Edison International Common Stock and both indices
    are also published daily on the internet.  Edison International is included in both the S&P 500 Index and the
    Dow Jones U.S. Electricity Index.

             * $100 invested on 12/31/00 in stock or index -
               including reinvestment of dividends.
               Fiscal year ending December 31.

    ---------------------------------- ------------------------------------------------------------
                                                         Cumulative Total Return
                                       --------- --------- ---------- --------- -------- ----------
                                        12/00     12/01      12/02      12/03    12/04     12/05
    ---------------------------------- --------- --------- ---------- --------- -------- ----------
    Edison International               $100.00   $96.64     $75.84    $140.35   $213.44  $298.02
    Standard & Poor's 500 Index        $100.00   $88.12     $68.64    $88.33    $97.94   $102.75
    Dow Jones U.S. Electricity Index   $100.00   $79.38     $61.38    $76.77    $95.47   $111.58
    ---------------------------------- --------- --------- ---------- --------- -------- ----------

    _______________
    (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.

    (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

    Page 46

        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 December 2004, Dow Jones changed the name of the Dow Jones U.S. Electric Utilities Index to the Dow
        Jones U.S. Electricity Index.

    (4) As of December 31, 2005.

    (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.  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.  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, one ex-dividend date was used in 2003, and four ex-dividend dates were used in 2004 and 2005.

                    -----------------------------------------------------------------
                                    Adjusted Cumulative Total Return
                    -----------------------------------------------------------------
                       12/00       12/01      12/02      12/03     12/04     12/05
                    ------------ ---------- ---------- ---------- --------- ---------
                      $100.00     $96.64     $75.84     $141.63   $213.44   $298.02
                    ------------ ---------- ---------- ---------- --------- ---------

                                        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 2005.  Such services are expected to continue to
    be provided in the future.  The amount paid to Munger, Tolles and Olson for legal services was below the
    threshold requiring disclosure by the SEC.

        In 2005, Deloitte Consulting Services, LLP provided various consulting services to SCE.  Mr. John Danner, brother
    of Bryant C. Danner, provided consulting services on one such project pursuant to a retainer consulting agreement
    with Deloitte Consulting Services.  From January 1 to June 30, 2005, the date Bryant C. Danner retired as an
    Executive Officer of Edison International, the aggregate amount paid by SCE for that project was $2,704,074.  Mr.
    John Danner received an aggregate amount of approximately $54,365 for that time period in connection with the
    consulting services provided for the project.

        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.

    Page 47

                                              AUDIT COMMITTEES' REPORT(1)

        The Edison International and SCE Audit Committees have certain duties and powers as described in their
    charters.  In 2005, the Committees developed updated charters which were approved by the Boards on October
    20, 2005.  The Audit Committees are currently composed of the 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 registered public
    accounting firm is responsible for performing an independent audit of the Companies' financial statements in
    accordance with the standards of the Public Company Accounting Oversight Board (United States) 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 registered public accounting firm about the carrying out of their respective
    responsibilities.

        In connection with the December 31, 2005, 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 registered public accounting
            firm, the matters required by Statement on Auditing Standards No. 61 (Communication with Audit
            Committees); and

        o   received the written disclosures and the letter 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 2005 Annual Reports on Form 10-K to be filed with the SEC.

                      ---------------------------------------------------------
                                      Audit Committees of the
                                    Edison International and SCE
                                        Boards of Directors
                      ---------------------------------------------------------
                        Thomas C. Sutton (Chair)     Bradford M. Freeman
                        Luis G. Nogales              Richard T. Schlosberg, III
                        Robert H. Smith
                      ---------------------------- ----------------------------

    _____________________
    (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 48

                                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2005 and December 31, 2004, by PricewaterhouseCoopers LLP:

                                             Edison International
                                               and Subsidiaries                 SCE
                                                    ($000)                    ($000)
            ------------------------------- ------------ ----------- ------------ -------------
                                                2005         2004        2005         2004
            ------------------------------- ------------ ----------- ------------ -------------
            Audit Fees                        $7,843     $  8,934      $3,434     $  3,317
            ------------------------------- ------------ ----------- ------------ -------------
            Audit-Related Fees((1))              166          238         161           34
            ------------------------------- ------------ ----------- ------------ -------------
            Tax Fees((2))                      3,589        4,547       1,850        1,730
            ------------------------------- ------------ ----------- ------------ -------------
            All Other Fees                        --           --          --           --
            ------------------------------- ------------ ----------- ------------ -------------
            Totals                           $11,598     $ 13,719      $5,445     $  5,081
            ------------------------------- ------------ ----------- ------------ -------------

             ____________________

             (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.

             (2) These aggregate fee amounts are composed of tax compliance fees and other tax fees.  The nature
                 of the services comprising the tax compliance fees was 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.  Tax compliance fees for Edison International and its
                 subsidiaries were $1,724,000 in 2005 and $2,423,000 in 2004.  Tax compliance fees for SCE were
                 $1,052,000 in 2005 and $1,322,000 in 2004.  Other tax fees for Edison International and its
                 subsidiaries, including other technical advice, were $1,865,000 in 2005 and $2,124,000 in 2004.
                 Other tax fees for SCE were $798,000 in 2005 and $408,000 in 2004.

        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 registered public accounting firm and all non-audit
    services that are not prohibited and that require pre-approval under the Securities Exchange Act.  The
    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 registered public accounting firm 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, 2005, all services performed by the independent registered
    public accounting firm were pre-approved by the Edison International and SCE Audit Committees, irrespective
    of whether the services required pre-approval under the Securities Exchange Act.

    Page 49

                                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006

        The Edison International and SCE Board Audit Committees have selected PricewaterhouseCoopers LLP as the
    Companies' independent registered public accounting firm for calendar year 2006.  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

                                MANAGEMENT PROPOSAL TO AMEND ARTICLES OF INCORPORATION
                                TO ELIMINATE ARTICLE FIFTH, THE "FAIR PRICE" PROVISION
                                       Item 2 on Edison International Proxy Card

    Q:  What am I voting on?

    A:  A proposal to amend the Edison International Articles of Incorporation to eliminate Article Fifth, which
        is a "fair price" provision.  This provision requires certain business combinations involving Edison
        International, such as a merger or consolidation, to be approved by the holders of at least 80% of Edison
        International's voting stock.  This is sometimes called a "super-majority" vote requirement.  Article
        Fifth is the only provision in the Edison International governing documents requiring a super-majority
        vote of the shareholders.

    Q:  What is the purpose of the "fair price" provision?

    A:  The "fair price" provision was adopted in 1987.  It was intended to reduce the possibility of unfair
        treatment of shareholders in takeover situations.  At that time, "two-tiered" or "front-end loaded"
        tender offers had become relatively common.  Such tactics could result in dissimilar treatment of a
        company's shareholders. The "fair price" provision was designed to protect shareholders from an
        inequitable pricing structure by assuring that all shareholders would be treated similarly in the event
        of a business combination.

    Q:  Why is Edison International recommending that the "fair price" provision be eliminated and what is the
        effect of the amendment?

    A:  After consideration, the Edison International Board of Directors has concluded that the "fair price"
        provision no longer provides shareholders with any meaningful protection.  Therefore, the Board has
        concluded that it is in the best interests of our shareholders to remove the "fair price" provision from
        the Edison International Articles of Incorporation.  The effect of the amendment is to reduce the
        shareholder voting requirements for business combinations to that which is required under California
        law.

    Q:  What changes would be made in the Edison International Articles of Incorporation?

    A:  The proposed amendment would result in the deletion of Article Fifth of the Edison International Articles
        of Incorporation, which sets forth the "fair price" provision requiring a super-majority vote.

    Page 50

        The current Articles of Incorporation, including Article Fifth, are available on Edison International's
        Internet website at http://www.edisoninvestor.com, under "Corporate Governance" and any descriptions of
        the Articles of Incorporation, including Article Fifth, are qualified in their entirety by reference to
        the full text set forth on the website.

    Q:  What is the shareholder vote required to make this change?

    A:  The proposed amendment must be approved by a majority of the outstanding voting shares of Edison
        International Common Stock entitled to vote.

    Q:  When would the amendment become effective?

    A:  The Edison International Board has approved the proposed amendments to the Edison International Articles
        of Incorporation.  If approved by shareholders, the amendment will become effective upon the filing of an
        appropriate certificate of amendment with the California Secretary of State.

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

                                                   TO BE VOTED ON BY
                                        EDISON INTERNATIONAL SHAREHOLDERS ONLY

                                                SHAREHOLDER PROPOSAL ON
                                                "SIMPLE MAJORITY VOTE"
                                       Item 3 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 follows: John
    Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA  90278.  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 3."

                                             3 - Adopt Simple Majority Vote

            RESOLVED:   Shareholders  recommend  that  our  Board  of  Directors  adopt  a  simple  majority
            shareholder vote requirement and make it applicable to the greatest number of governance  issues
            practicable.  This  proposal  is focused on  adoption of the lowest  practicable  majority  vote
            requirements to the fullest extent  practicable.  This proposal is not intended to unnecessarily
            limit our Board's  judgment in crafting the requested  change in accordance with applicable laws
            and existing governance documents.

    Page 51

                   75% yes-vote
            This  topic  won  a  75%  yes-vote  average  at 7  major  companies  in  2004.  The  Council  of
            Institutional Investors www.cii.org formally recommends adoption of this proposal topic.

            Our current rule allows a small minority to frustrate our shareholder  majority.  For example if
            79% vote to improve our corporate  governance and 1% vote no - only 1% could force their will on
            our overwhelming 79% majority.

            This  proposal  does not address a majority vote  requirement  in director  elections - an issue
            gaining a groundswell of support as a separate ballot item.

                   Progress Begins with One Step
            It is important to take one step forward and adopt the above RESOLVED  statement  since our 2005
            governance was not  impeccable.  For instance in 2005 it was reported (and certain  concerns are
            noted):

    o       The Corporate Library (TCL)  http://www.thecorporatelibrary.com/ a pro-investor research firm rated our
            company "D" in Board Composition.
    o       We had no  Independent  Chairman and perhaps not the best qualified Lead Director in Mr. Smith with his
            17-years Edison director tenure - Independence concern.
    o       And Mr. Smith wields more power as our Compensation Committee Chairman.
    o       Two of our directors served on 4 or 5 boards each - Over-commitment concern.
    o       Three directors had 15 to 17 years tenure each - Independence concern.
    o       Two directors served on Boards rated "D" by The Corporate Library:
                   1)  Mr. Bryson, our CEO, was on the Boeing Board (BA) rated "D."
                   2)  Mr. Karatz, who served on three Edison board committees, was on the Honeywell Board
            (HON) rated "D."
    o       And our  directors  can be re-elected  with one yes-vote  from our 325 million  shares under  plurality
               voting.
    o       Poison pill:  Our management was still protected by a poison pill with a 20%-trigger.
    o       Plus: A 2003 shareholder  proposal with our 62%-support  asked Edison to have  shareholder  approval of
            poison  pills.  Edison  adopted  such  shareholder   approval  for  the  future  but  with  a
            perplexing  loophole to allow a pill without a shareholder  vote. The Corporate  Library said
            it did not believe Edison's policy implemented the proposal.

    o       A 2005 shareholder  proposal to subject golden  parachutes to a shareholder vote won 58%-support at our
            2005  annual  meeting.  (There  was no  material  Edison  response  to this  58%-vote  as the
            deadline  fast  approached  for 2006  shareholder  proposals.)  I believe  this  topic  would
            repeat its 58%-support in 2006 if another shareholder would sponsor it.

            These  less-than-best  practices  reinforce  the reason to take one step  forward and support
            simple majority vote.

                                               Adopt Simple Majority Vote
                                                        Yes on 3
                                                ________________________

    Page 52

                                  RECOMMENDATION OF YOUR BOARD OF DIRECTORS "AGAINST"
                                                        ITEM 3

    THE EDISON INTERNATIONAL BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" THE SHAREHOLDER PROPOSAL (Item
    3 on your proxy card) because the Board has substantially implemented the proposal.

        The only "super-majority" shareholder voting requirement contained in Edison International's governing
    documents is the "fair price" provision in the Articles of Incorporation.  Item 2 on your Edison
    International proxy card contains a management proposal to eliminate this "fair price" provision.

        The Board believes that the management proposal is responsive to and substantially implements this year's
    shareholder proposal.  We requested that the shareholder Proponent withdraw his proposal.  Unfortunately, the
    Proponent refused our request.

                   FOR THE FOREGOING REASONS, YOUR BOARD RECOMMENDS THAT YOU VOTE "AGAINST" ITEM 3.

                                       SHAREHOLDER PROPOSALS AND NOMINATIONS FOR
                                                  2007 ANNUAL MEETINGS

        To be considered for inclusion in the 2007 proxy statement, shareholder proposals for the Edison
    International and SCE 2007 annual meetings must be received by November 20, 2006.

        Shareholders intending to bring any other business before an annual meeting, including Director
    nominations, must give written notice to the Edison International, or SCE Corporate 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 Corporate Secretary and are available on Edison International's Internet
    website at www.edisoninvestor.com, under "Corporate Governance."

        Assuming that the 2007 annual meetings of shareholders are held on April 26, 2007, as currently specified
    by the Bylaws, the period for the receipt by the Edison International or SCE Corporate Secretary of written
    notice of other business to be brought by shareholders before the 2007 annual meetings of shareholders,
    including Director nominations, will begin on September 21, 2006, and end on November 20, 2006.

                                              ETHICS AND COMPLIANCE CODE

        The Edison International Ethics and Compliance Code 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.edisonethics.com and is available in print upon request
    from the Edison International or SCE Corporate 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.edisonethics.com.

    Page 53

                                    AVAILABILITY OF FORM 10-K AND OTHER INFORMATION

        The Edison International and SCE 2005 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. Eileen B. Guerrero
                                         Law Department, Corporate Governance
                                   Edison International (or SCE, as the case may be)
                                        2244 Walnut Grove Avenue, P. O. Box 800
                                              Rosemead, California 91770

                                                OTHER PROPOSED MATTERS

        The Edison International and SCE Boards were not aware by December 12, 2005 (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:  March 20, 2006

                                                       For the Boards of Directors,

                                                       BARBARA E. MATHEWS
                                                       Vice President, Associate General Counsel,
                                                       Chief Governance Officer  and Corporate Secretary
                                                          Edison International
                                                          Southern California Edison Company