<PAGE>
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant _X_
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
EDISON INTERNATIONAL
________________________________________________________________________
(Name of Registrant as Specified in its Charter)
Kenneth S. Stewart
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
___ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-
6(j)(2)
___ $500 per each party to the controversy pursuant to Exchange Act rule
14a-6(i)(3).
___ Fee computed on table below per Exchange Act rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
Set forth the amount on which the filing fee is calculated and state
how it is determined.
___ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
_____________________________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________________________
3) Filing Party:
_____________________________________________________________
4) Date Filed:
_____________________________________________________________
<PAGE>
LOGO
EDISON INTERNATIONAL
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND
JOINT PROXY STATEMENT
ANNUAL MEETING
APRIL 16, 1998
<PAGE>
<PAGE>
LOGO
EDISON INTERNATIONAL
March 9, 1998
DEAR SHAREHOLDER:
You are invited to attend the annual meeting of shareholders of Edison
International on Thursday, April 16, 1998, at 10:00 A.M. This meeting
will be held at The Industry Hills Sheraton Resort and Conference Center,
One Industry Hills Parkway, City of Industry, California. The
accompanying Joint Proxy Statement contains information about the matters
to be considered at the annual meeting by the Edison International
shareholders. Edison International's Annual Report to Shareholders for
1997 is furnished with the Joint Proxy Statement.
As discussed in the Joint Proxy Statement, two matters will be
presented at the annual meeting for your consideration. The first matter on
the agenda is election of the Directors who will be responsible for the
direction of the affairs of Edison International until the next annual
meeting and until their successors are duly elected and qualified. The
second matter is the adoption of the Edison International Equity
Compensation Plan.
Your Board of Directors and Management recommend that you vote "FOR"
the nominees for Directors listed in the Joint Proxy Statement, and "FOR"
the Equity Compensation Plan.
Whether or not you expect to attend the annual meeting, it is
important that your shares be represented at this meeting. Accordingly,
we request that you complete, sign, date and return your proxy as soon as
possible, or give your proxy by telephone (if you are a registered
shareholder, or a beneficial owner through the Southern California Edison
Company Stock Savings Plus Plan) as described in the enclosed instruction
card.
Your continued interest in the business of Edison International is
appreciated.
John E. Bryson
John E. Bryson
Chairman of the Board
and Chief Executive Officer
---------
IMPORTANT
---------
In order to assure the presence of a quorum of shareholders at the annual
meeting, please complete, sign, date and mail the enclosed proxy promptly;
or give your proxy by telephone (if you are a registered shareholder, or
a beneficial owner through the Southern California Edison Company Stock
Savings Plus Plan) as described in the enclosed instruction card. If you
submit the enclosed proxy card, please sign (do not print) your name
exactly as it appears on the proxy. 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>
LOGO
EDISON INTERNATIONAL
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD
APRIL 16, 1998
The annual meeting of the shareholders of Edison International will be
held at 10:00 A.M. on Thursday, April 16, 1998, at The Industry Hills
Sheraton Resort and Conference Center, One Industry Hills Parkway, City of
Industry, California, to consider and act upon the following matters as
discussed in the accompanying Joint Proxy Statement, and to transact any
other business that may properly come before the meeting or any
adjournment or postponement thereof.
Item No. 1. Election of Directors - The names of the nominees for
Directors intended to be presented for election are as follows:
John E. Bryson Ronald L. Olson
Winston H. Chen James M. Rosser
Warren Christopher E. L. Shannon, Jr.
Stephen E. Frank Robert H. Smith
Joan C. Hanley Thomas C. Sutton
Carl F. Huntsinger Daniel M. Tellep
Charles D. Miller James D. Watkins
Luis G. Nogales Edward Zapanta;
Item No. 2. Adoption of the Edison International Equity Compensation
Plan.
Shareholders of record at the close of business on March 2, 1998, are
entitled to notice of and to vote at this annual meeting. The following
individuals will be admitted to the meeting:
1. Shareholders of record, and their spouses;
2. Individuals holding written proxies executed by shareholders of
record on the record date;
3. Shareholders who provide written verification from their brokerage
firm that they owned stock held in the name of the brokerage firm
(that is, stock held in so-called "street name") on the record date,
and their spouses; and
4. Other individuals with the approval of the Secretary of Edison
International.
Dated March 9, 1998.
For the Board of Directors,
BEVERLY P. RYDER
BEVERLY P. RYDER, Secretary
PAGE
<PAGE>
EDISON INTERNATIONAL
SOUTHERN CALIFORNIA EDISON COMPANY
JOINT PROXY STATEMENT
INTRODUCTION
This Joint Proxy Statement is provided to the shareholders of Edison
International and Southern California Edison Company ("SCE") in connection
with their annual meetings of shareholders and any adjournments or
postponements thereof. The annual meetings are scheduled to be held at
10:00 A.M., Pacific Time, on Thursday, April 16, 1998, at The Industry
Hills Sheraton Resort and Conference Center, One Industry Hills Parkway,
City of Industry, California. The Edison International and SCE annual
meetings will be held in conjunction with each other at the same time and
location.
GENERAL INFORMATION
Solicitation of Proxies
The Boards of Directors of Edison International and SCE are soliciting
proxies for use at their annual meetings, and forms of proxy are being
provided with this Joint Proxy Statement. This Joint Proxy Statement, the
enclosed forms of proxy and the respective Annual Reports to Shareholders
for 1997 are being distributed together beginning March 9, 1998, to
shareholders of Edison International and SCE.
The costs of solicitations of proxies will be borne by Edison
International and SCE. Directors, officers and other employees of Edison
International and/or SCE may, without additional compensation (except for
customary overtime pay, when applicable), solicit proxies by mail, in
person or by telecommunication. Brokers, fiduciaries, custodians and
other nominees (collectively, "street name shareholders") will be
reimbursed for reasonable out-of-pocket expenses incurred in sending this
Joint Proxy Statement and other proxy materials to, and obtaining
instructions relating to such materials from, beneficial owners of Edison
International and SCE stock. In addition, D.F. King & Co., Inc. (1-800-
207-3158) will assist Edison International and SCE in the solicitation of
proxies from "street name shareholders" and registered shareholders for
an aggregate fee estimated not to exceed $15,000 plus reasonable out-of-
pocket expenses.
Record Date and Voting Securities
The Boards of Directors of Edison International and SCE have fixed the
close of business on March 2, 1998, as the record date for the
determination of holders of Edison International and SCE voting securities
entitled to notice of and to vote at their respective annual meetings.
As of February 25, 1998 (the most recent date information was available),
there were 370,216,697 shares of Common Stock, without par value, of
Edison International ("Edison International Common Stock"), outstanding
and entitled to vote. As of March 2, 1998, there were 434,888,104 shares
of Common Stock, without par value, of SCE ("SCE Common Stock"), 7,350,198
shares of Cumulative Preferred Stock, $25 par value, of SCE ("SCE
Cumulative Preferred Stock"), and 2,75"0,000 shares of $100 Cumulative
Preferred Stock, $100 par value, of SCE ("SCE $100 Cumulative Preferred
Stock"), outstanding and entitled to vote.
PAGE 1
<PAGE>
Voting Rights
Each share of Edison International Common Stock is entitled to one vote
on each item of Edison International business. Each share of SCE
Cumulative Preferred Stock is entitled to six votes, each share of SCE
$100 Cumulative Preferred Stock is entitled to two votes and each share
of SCE Common Stock is entitled to one vote, on each item of SCE business.
Shares represented in person or by executed written proxies or by properly
completed telephone calls received by Edison International or SCE,
respectively, prior to their annual meetings will be counted for purposes
of establishing a quorum. For purposes of establishing a quorum to elect
the Directors, abstentions and broker nonvotes (when a broker votes on
certain matters pursuant to discretionary authority or instructions but
does not vote on other matters due to a lack of instructions or failure
to exercise discretionary authority) are counted as represented shares.
For purposes of establishing a quorum to approve the Edison International
Equity Compensation Plan, abstentions are counted as represented shares,
but broker nonvotes on the Plan are not counted as represented shares.
Proxies to vote shares can be given by signing, dating and returning
the enclosed proxy card, or by telephone [if a registered shareholder, or
a beneficial owner of Edison International Common Stock through an
employee benefit plan known as the Stock Savings Plus Plan ("SSPP")] by
entering your own unique control number shown on the enclosed instruction
card. Owners of shares who hold the stock of record in their names rather
than in "street name" are registered shareholders. Under California law,
a proxy may be transmitted by an oral telephonic transmission if submitted
with information from which it may be determined that the proxy was
authorized by the shareholder, or his or her attorney in fact. Harris
Trust & Savings Bank, the inspector of election for the annual
shareholders' meetings of Edison International and SCE, will tabulate
proxies received by the proxy card and by telephone. To protect the
confidentiality of votes cast under the SSPP, Edison International will
not have access to proxy cards and certain records for proxies granted by
telephone, and voting results will only be reported in the aggregate.
The vote required to elect the Directors and the method used to
tabulate that vote is described under "Item No. 1 -- Election of Directors
of Edison International and SCE -- Nominees for Election as Directors".
The vote required of the Edison International shareholders to approve the
Edison International Equity Compensation Plan and the method used to
tabulate that vote is described under "Item No. 2 -- Adoption of Edison
International Equity Compensation Plan--Recommendation of Your Board of
Directors 'For' this Proposal". The proxy card and use of the telephone
authorization procedures give authority to vote your shares on any other
matter that may be presented at the meeting.
Any Edison International or SCE shareholder who executes and returns
a proxy, or properly gives a proxy by telephone, has the power to revoke
that proxy at any time before it is voted by filing, with the Secretary
of Edison International or SCE, at 2244 Walnut Grove Avenue, P.O. Box 800,
Rosemead, California 91770 (the mailing address of the principal executive
offices), written notice of such revocation or a duly executed proxy
bearing a later date, by repeating the telephone voting procedures, or by
attending and voting in person at the annual meetings. Attendance at the
annual meetings will not by itself constitute revocation of a proxy.
Attendance at the annual meetings is limited to those individuals
described in the letter from the Secretary at the front of this Joint
Proxy Statement. A shareholder of Edison International and/or SCE that
is a corporation, partnership, association or other organization or entity
will be limited to three authorized representatives at the annual
meetings.
The Edison International Board and the SCE Board respectively recommend
the election of their nominees for Directors presented in this Joint Proxy
Statement.
The Edison International Board approved the Edison International Equity
Compensation Plan and recommends that the Edison International
shareholders vote FOR adoption of the Plan. This matter is to be voted
on by the Edison International shareholders only.
PAGE 2
<PAGE>
Item No. 1 -- ELECTION OF DIRECTORS OF EDISON INTERNATIONAL AND SCE
Nominees for Election as Directors
Sixteen Directors are to be elected to the Edison International and SCE
Boards to hold office until the next annual meetings and until their
successors are elected and qualified. This reflects a reduction in the
size of the Boards due to the impending retirement of two directors. The
sixteen Edison International nominees for Directors and the sixteen SCE
nominees for Directors receiving the highest number of affirmative votes
shall be elected to the Edison International Board and SCE Board,
respectively. Unless authority to vote is withheld or another contrary
instruction is indicated, signed and telephoned proxies (completed by
entering your unique control number) received will be voted for the
election of the Edison International and SCE Boards' nominees for
Directors. Should any of the nominees become unavailable at the time of
the meeting to accept nomination or election as a Director, and the size
of the Edison International and SCE Boards is not reduced accordingly,
the proxyholders named in the enclosed proxy will vote for substitute
nominees at their discretion. Votes cast against a Director, abstentions
and votes withheld (including broker nonvotes) have no legal effect. The
nominees for Directors of Edison International and SCE are the same. A
brief biography of each nominee is presented below.
JOHN E. BRYSON, Chairman of the Board and Chief Executive Officer of
Edison International and SCE, has been a Director of Edison International
and SCE since 1990. Mr. Bryson joined SCE in 1984. He was elected
Executive Vice President and Chief Financial Officer of SCE in 1985, and
was elected to his present positions in 1990. Immediately prior to
joining SCE, Mr. Bryson was a partner in the law firm of Morrison &
Foerster. He served as President of the California Public Utilities
Commission from 1979 to 1982, and earlier served as Chairman of the
California State Water Resources Control Board. He is a Director of The
Boeing Company, The Times Mirror Company, H. F. Ahmanson & Company, and
the Council on Foreign Relations, and a Trustee of Stanford University.
He is a graduate of Stanford University and Yale Law School. Age 54.
Member of the executive committees of Edison International and SCE.
WINSTON H. CHEN, Chairman of Paramitas Foundation, a non-profit charitable
corporation, and Chairman of Paramitas Investment Corporation since 1994,
has been a Director of Edison International and SCE since 1995. Mr. Chen
was Chairman of the Board of Solectron Corporation, an electronic
manufacturing service company in Milpitas, California, until 1994. He
joined Solectron in 1978 as President and was elected Chief Executive
Officer in 1984 and Chairman of the Board in 1990. Solectron won the
Malcolm Baldridge National Quality Award in 1991 and 1997, and was awarded
the Governor's Golden State Quality Award in 1994. He is a Director of
Intel Corporation and Solectron Corporation and a Trustee of Stanford
University and Santa Clara University. He received his M.S. and Ph.D.
degrees from Harvard University. Age 56.
Member of the audit and the finance committees of Edison International and
SCE.
WARREN CHRISTOPHER, former Chairman and current Senior Partner of the law
firm of O'Melveny & Myers, was a Director of SCE from August 1971 through
January 1977, from June 1981 through January 1993, and from May 1997 to
date. He has been a Director of Edison International from April 1988
through January 1993 and from May 1997 to date. Mr. Christopher first
joined O'Melveny & Myers in 1950 following service as a law clerk to
United States Supreme Court Justice William O. Douglas. He has been
connected with the firm since 1950, except for intervening periods in
which he provided distinguished service to the government of the United
States. Mr. Christopher served The United States Government as Deputy
Attorney General from June 1967 to June 1969, as Deputy Secretary of State
from February 1977 to January 1981, and as 63rd Secretary of State from
January 1993 to January 1997. He is a graduate of the University of
Southern California and Stanford Law School. Age 72.
Member of the executive (Chair) and the finance committees of Edison
International and SCE.
STEPHEN E. FRANK, President and Chief Operating Officer of SCE, has been
a Director of Edison International and SCE since 1995. Mr. Frank joined
SCE in 1995, after serving five years as President and Chief Operating
Officer of Florida Power and Light Company. Prior to 1990, Mr. Frank was
Executive Vice President and Chief Financial Officer of TRW, Inc. From
1984 to 1988, he worked at GTE Corporation as Vice President,
PAGE 3
<PAGE>
Controller and Treasurer. In addition, Mr. Frank held numerous financial
and sales management positions with U.S. Steel Corp., ending his career
there as general manager of sales. He is a Director of Washington Mutual,
Inc. and UNOVA, Inc. He is a graduate of Dartmouth College and received
his MBA degree from the University of Michigan. Age 56.
JOAN C. HANLEY, General Partner of Miramonte Vineyards, has been a
Director of SCE since 1980 and a Director of Edison International since
1988. Mrs. Hanley has served as General Partner and Manager of Miramonte
Vineyards since 1973. She was a Public Affairs Consultant for Monaghan
Company-Long Point (a land development company) during 1990 and 1991.
She is a Director of the California Agricultural Education Foundation,
Harbor-UCLA Research and Education Institute and a Trustee of Pomona
College. Mrs. Hanley is a graduate of the University of Washington. Age
65.
Member of the audit and the nominating (Chair) committees of Edison
International and SCE.
CARL F. HUNTSINGER, General Partner of DAE Limited Partnership, Ltd.
(agricultural management), has been a Director of SCE since 1983 and a
Director of Edison International since 1988. Mr. Huntsinger has held his
present position at DAE Limited Partnership, Ltd., since the dissolution
of DAE Holding, Inc., in 1986, after having served as President, Chief
Executive Officer and Director of DAE Holding since 1979. He served as
President of Vetco International (equipment supplier to offshore oil/gas
industry) from 1968 to 1974. Mr. Huntsinger is a graduate of the
Massachusetts Institute of Technology. Age 68.
Member of the audit and the executive committees of Edison International
and SCE.
CHARLES D. MILLER, Chairman of the Board and Chief Executive Officer of
Avery Dennison Corporation (manufacturer of self-adhesive products),
formerly Avery International Corporation, has been a Director of SCE since
1987 and a Director of Edison International since 1988. Mr. Miller joined
Avery Dennison in 1964 and was elected President and Chief Operating
Officer in 1975, President and Chief Executive Officer in 1977, and to his
present position in 1983. He has been a Director of Avery Dennison since
1975. He is a member of the Board of Directors of the Amateur Athletic
Foundation of Los Angeles, Kids in Sports, L.A. Sports Council, Nationwide
Health Properties, and Pacific Life Insurance Company and a Trustee of
Johns Hopkins University and Occidental College. Mr. Miller serves as
Chairman of the Board of United Way of Greater Los Angeles. He is a
member of the Advisory Board of Korn/Ferry International, the California
Business Roundtable, and the Los Angeles Business Advisors. He is a
graduate of Johns Hopkins University. Age 70.
Member of the audit and the compensation and executive personnel (Chair)
committees of Edison International and SCE.
LUIS G. NOGALES, President of Nogales Partners (media acquisition firm),
has been a Director of Edison International and SCE since 1993. Mr.
Nogales joined his present company in 1990, and was formerly President of
Univision (Spanish language television network) from 1986 to 1988, and
Chairman and Chief Executive Officer of United Press International from
1983 to 1986. He is a Director of Adolph Coors Company and Kaufman and
Broad Home Corporation, a Trustee of The Ford Foundation and a former
Trustee of Stanford University. He is a graduate of San Diego State
University and Stanford Law School. Age 54.
Member of the compensation and executive personnel and the finance
committees of Edison International and SCE.
RONALD L. OLSON, Senior Partner of the law firm of Munger, Tolles and
Olson, has been a Director of Edison International and SCE since 1995.
Mr. Olson joined Munger, Tolles and Olson in 1968 after serving as a law
clerk to United States Court of Appeals Judge David L. Bazelon. He is a
Director of Berkshire Hathaway, Inc., Pacific American Income Shares,
Inc., and Western Asset Trust, Inc. Mr. Olson also serves as a director
of several non-profit organizations, including the Claremont University
Center and Graduate School, Rand Corporation, and the Skid Row Housing
Trust. Mr. Olson is a graduate of Drake University and University of
Michigan Law School and holds a Diploma in Law from Oxford University.
Age 56.
Member of the finance and the nominating committees of Edison
International and SCE.
PAGE 4
<PAGE>
JAMES M. ROSSER, President of California State University, Los Angeles
("CSULA"), has been a Director of SCE since 1985 and a Director of Edison
International since 1988. Dr. Rosser has held his present position at
CSULA since 1979 following service as Vice Chancellor of the Department
of Higher Education for the State of New Jersey from 1974 to 1979 and as
Associate Vice Chancellor for Academic Affairs at the University of Kansas
from 1970 to 1974. He is a Director of Fedco, Inc., Sanwa Bank
California, Americans for the Arts, and the Los Angeles Philharmonic
Association. In addition, he is immediate-past Chair of the National
Science Foundation Directorate for Education and Human Resources Advisory
Committee, a Member and Board Secretary of the Los Angeles Annenberg
Metropolitan Project, and a Board Member of the Woodrow Wilson National
Fellowship Foundation. Dr. Rosser holds three degrees from Southern
Illinois University. Age 58.
Member of the finance and the nominating committees of Edison
International and SCE.
E. L. SHANNON, JR., Retired Chairman of the Board of Santa Fe
International Corporation, has been a Director of SCE since 1977 and a
Director of Edison International since 1988. Mr. Shannon joined Santa Fe
International Corporation in 1953, was elected President and Chief
Executive Officer in 1962, and served as chief executive until his
retirement in 1991. He served as non-executive Chairman until 1993. He
is currently engaged in investing and ranching. Mr. Shannon is a Director
of Key Technology. He is a graduate of the University of California at
Berkeley. Age 71.
Member of the executive and the finance (Chair) committees of Edison
International and SCE.
ROBERT H. SMITH, Managing Director of Smith & Crowley, Inc. (merchant
banking) since 1992, has been a Director of SCE since 1987 and a Director
of Edison International since 1988. Mr. Smith was Chairman of the Board
and Chief Executive Officer of Security Pacific Corporation until 1992.
He joined Security Pacific National Bank in 1961, and was elected
Executive Vice President in 1980, Vice Chairman of Security Pacific
Corporation and Security Pacific National Bank in 1984, President, Chief
Executive Officer and Director of Security Pacific National Bank in 1987,
President and Chief Executive Officer of Security Pacific Corporation in
1990, and assumed his former positions at Security Pacific Corporation in
1991. He is Chairman of the Board of Marine National Bank, a Director of
the J. G. Boswell Company, Oasis Residential, Inc., and Pinkerton, Inc.,
and a Trustee of Santa Clara University and the University of Southern
California. He is a graduate of the University of Southern California and
holds a Law Degree from Van Norman University. Age 62.
Member of the executive and the nominating committees of Edison
International and SCE.
THOMAS C. SUTTON, Chairman of the Board and Chief Executive Officer of
Pacific Life Insurance Company, has been a Director of Edison
International and SCE since 1995. Mr. Sutton joined Pacific Life in 1965
and was elected President in 1987. He was elected to his present position
in 1990. He is a Director of Newhall Land & Farming Company, The Irvine
Company, and PIMCO Advisors, L.P. He is also past Chairman of Health
Insurance Association of America, immediate-past Chairman of the American
Council of Life Insurance and a Director of the Orange County Performing
Arts Center. Mr. Sutton is a graduate of the University of Toronto.
Age 55.
Member of the audit and the compensation and executive personnel
committees of Edison International and SCE.
DANIEL M. TELLEP, Retired Chairman of the Board of Lockheed Martin
Corporation (aerospace industry), has been a Director of Edison
International and SCE since 1992. Mr. Tellep joined Lockheed Missiles &
Space Company ("LMSC"), a wholly-owned subsidiary of Lockheed Corporation,
in 1955. He was elected President of LMSC in 1984, Group President of
Lockheed Missiles and Space Systems, another subsidiary of Lockheed
Corporation, in 1986, a Director of Lockheed Corporation in 1987, and
President of Lockheed Corporation in 1988. Mr. Tellep was elected
Chairman and Chief Executive Officer in 1989. In 1995, he was elected
Chairman and Chief Executive Officer of Lockheed Martin Corporation, a
position he held until December 31, 1995. He continued to serve as
Chairman of Lockheed Martin Corporation until his retirement on December
31, 1996. He is a Director of Lockheed Martin Corporation and Wells Fargo
Bank, N.A. He holds two degrees from the University of California at
Berkeley and has completed studies at Harvard University. Age 66.
Member of the audit (Chair) and the compensation and executive personnel
committees of Edison International and SCE.
PAGE 5
<PAGE>
JAMES D. WATKINS (Admiral USN, Retired), President of Joint Oceanographic
Institutions, Inc., and President of Consortium for Oceanographic Research
and Education (two non-profit consortia that manage academic research
projects) since 1993, has been a Director of Edison International and SCE
since 1993. Admiral Watkins was Secretary of Energy of the United States
from 1989 to 1993. Prior to his appointment as Secretary of Energy, the
Admiral served as Director of Philadelphia Electric Company and VESTAR,
Inc. (a pharmaceutical company), and was a consultant to the Carnegie
Corporation of New York. From 1982 to 1986, he served as the Chief of
Naval Operations, capping a career spanning nearly four decades. He was
also appointed to chair the Presidential Commission on AIDS from 1987 to
1988. He is a Trustee of the Carnegie Corporation of New York, a Director
of International Technology Corporation and GTS-Duratek, and a member of
the Scientific Advisory Board of Eurotech, Ltd. The Admiral is a graduate
of the United States Naval Academy, the United States Naval Postgraduate
School, and the Oak Ridge National Laboratory. Age 71.
Member of the audit and the finance committees of Edison International and
SCE.
EDWARD ZAPANTA, a private practice physician providing neurosurgical care
in the Los Angeles and Monterey Park communities since 1970, has been a
Director of SCE since 1984 and a Director of Edison International since
1988. Dr. Zapanta is a Senior Medical Director with HEALTHCARE Partners
Medical Group (a managed care medical group), and a clinical professor of
surgery and neurological surgery at the University of Southern California.
He is a Director of The Times Mirror Company and The James Irvine
Foundation, and a Trustee of the University of Southern California. He
attended the University of California at Los Angeles and is a graduate of
the University of Southern California School of Medicine. Age 59.
Member of the audit and the executive committees of Edison International
and SCE.
PAGE 6
<PAGE>
Stock Ownership of Directors and Executive Officers of Edison
International and SCE
The following table presents certain information as of December 31,
1997, except as otherwise noted, regarding the equity securities of Edison
International, SCE and Mission Capital, L.P., an affiliate of Edison
Mission Energy (an indirect, nonutility subsidiary of Edison
International), beneficially owned by the Directors, the Executive
Officers named in the "Summary Compensation Table" below under "Executive
Compensation Table -- Edison International and SCE," and the Directors and
Executive Officers of Edison International and SCE as separate groups.
The table includes shares with respect to which the right exists to
acquire beneficial ownership on or before March 1, 1998, through the
exercise of options granted under an employee benefit plan known as the
Edison International Officer Long-Term Incentive Compensation Plan
effective April 16, 1992, or a predecessor plan (the "Incentive Plan"):
<TABLE>
<CAPTION>
Amount and Nature
Company and of Beneficial
Name Class of Stock Ownership (2)(3)
---- -------------- -------------------
<S> <C> <C>
John E. Bryson Edison International Common Stock 504,128(3)
Winston H. Chen Edison International Common Stock 11,200
Warren Christoper Edison International Common Stock 1,509(4)
Bryant C. Danner Edison International Common Stock 140,030(5)
Alan J. Fohrer Edison International Common Stock 143,239(6)
Stephen E. Frank Edison International Common Stock 143,534(7)
Camilla C. Frost Edison International Common Stock 3,200
Joan C. Hanley Edison International Common Stock 8,505(4)
Carl F. Huntsinger Edison International Common Stock 6,548
Thomas R. McDaniel Edison International Common Stock 67,181(8)
Charles D. Miller Edison International Common Stock 7,532(9)
Edward R. Muller Edison International Common Stock 56,200(10)
Mission Capital MIPS 2,198(11)
Luis G. Nogales Edison International Common Stock 1,691
Ronald L. Olson Edison International Common Stock 2,246(4)
J. J. Pinola Edison International Common Stock 4,717(9)
Harold B. Ray Edison International Common Stock 117,955(12)
James M. Rosser Edison International Common Stock 4,200(4)
E. L. Shannon, Jr. Edison International Common Stock 17,910(9)
Robert H. Smith Edison International Common Stock 6,619(13)
Thomas C. Sutton Edison International Common Stock 7,588(4)
Daniel M. Tellep Edison International Common Stock 5,325(4)
James D. Watkins Edison International Common Stock 2,038
Edward Zapanta Edison International Common Stock 10,135
All Directors and Executive
Officers of Edison International
as a group (51 individuals) Edison International Common Stock 1,774,278(14)
Mission Capital MIPS 2,080(11)
All Directors and Executive
Officers of SCE as a group
(38 individuals) Edison International Common Stock 1,522,518(15)
</TABLE>
____________
(1) Unless otherwise indicated, shares are held with sole voting and
investment power.
(2) No Director owns, no named Executive Officer owns, nor do the
Directors and Executive Officers of Edison International or SCE as a
group own in excess of 1% of the outstanding shares of (i) Edison
International Common Stock, or (ii) any other class of Edison
International's, SCE's or Mission Capital, L.P.'s outstanding equity
securities.
(3) Includes 6,000 shares held as trustee with shared voting and sole
investment power, 6,000 shares held as co-trustee and co-beneficiary
of trust with shared voting and investment power, 13,997 shares
credited under an employee benefit plan known as the SSPP and 477,801
shares with respect to which the right exists to acquire beneficial
ownership through the exercise of options granted under the Incentive
Plan. SSPP shares for which instructions are not received may be
voted by the SSPP Trustee in its discretion.
(4) Shares held as co-trustee and co-beneficiary of trust with shared
voting and investment power.
(5) Includes 1,829 shares credited to the SSPP and 136,201 shares with
respect to which the right exists to acquire beneficial ownership
through the exercise of options granted under the Incentive Plan.
PAGE 7
<PAGE>
(6) Includes 12,238 shares credited to the SSPP and 130,501 shares with
respect to which the right exists to acquire beneficial ownership
through the exercise of options granted under the Incentive Plan.
(7) Includes 138,534 shares with respect to which the right exists to
acquire beneficial ownership through the exercise of options granted
under the Incentive Plan.
(8) Includes 4,903 shares credited to the SSPP and 60,800 shares with
respect to which the right exists to acquire beneficial ownership
through the exercise of options granted under the Incentive Plan.
(9) Shares held as trustee with shared voting and sole investment power.
(10) Includes 54,400 shares with respect to which the right exists to
acquire beneficial ownership through the exercise of options granted
under the Incentive Plan.
(11) Monthly Income Preferred Securities ("MIPS") issued by Mission
Capital, L.P. Includes 8 shares held as co-trustee of trust with
shared voting and investment power.
(12) Includes 2,154 shares credited to the SSPP and 115,801 shares with
respect to which the right exists to acquire beneficial ownership
through the exercise of options granted under the Incentive Plan.
(13) Includes 2,400 shares held as co-trustee and co-beneficiary of trust
with shared voting and investment power.
(14) Includes 37,773 shares held as co-trustee and co-beneficiary of trust
with shared voting and investment power, 36,159 shares held in
trustee accounts with shared voting and sole investment power, 81,539
shares credited to participants under the SSPP and 1,560,645 shares
with respect to which the right exists to acquire beneficial
ownership through the exercise of options granted under the Incentive
Plan. The Edison International Executive Officers include all of the
SCE Executive Officers. Therefore, the share ownership balances are
inclusive of the information shown in footnote (15) below.
(15) Includes 37,773 shares held as co-trustee and co-beneficiary of trust
with shared voting and investment power, 36,159 shares held in
trustee accounts with shared voting and sole investment power, 61,909
shares credited to participants under the SSPP, and 1,336,793 shares
with respect to which the right exists to acquire beneficial
ownership through the exercise of options granted under the Incentive
Plan.
PAGE 8
<PAGE>
Executive Compensation Table - Edison International and SCE
The following table presents certain information regarding
compensation of (i) the Chief Executive Officer of Edison International
and SCE ("CEO"), and (ii) the four most highly compensated Executive
Officers of Edison International and SCE, respectively, other than the CEO
(together with the CEO, the "Named Officers"), for services rendered in
all capacities to Edison International, SCE, and/or other Edison
International subsidiaries during 1995, 1996 and 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE(1)
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Re- Securities All
Name Annual stricted Underlying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($)(2) ($) (#)(3) ($) ($)(4)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John E. Bryson, Chairman 1997 810,000 850,500 50,196(5) -- 157,700 -- 224,337
of the Board and CEO 1996 750,000 787,500 1,368 -- 162,600 -- 182,633
of Edison International and 1995 664,000 650,800 283 -- 159,260 -- 139,741
SCE
Stephen E. Frank, 1997 540,000 437,400 1,474 -- 78,000 -- 38,509
President and Chief 1996 520,000 421,200 -- -- 78,800 -- 14,802
Operating Officer of SCE 1995 268,494 150,000 82,100 -- 60,000 -- 395,719
Bryant C. Danner, Executive 1997 395,000 364,500 50,231 -- 46,400 -- 40,346
Vice President and General 1996 375,000 496,500 -- -- 47,200 -- 29,600
Counsel of Edison 1995 346,667 328,500 -- -- 51,920 -- 16,079
International and SCE
Edward R. Muller, 1997 400,000 456,000 3,478 -- 33,300 -- 28,587
President and CEO of 1996 370,000 444,000 2,621 -- 41,000 -- 23,148
Edison Mission Energy 1995 335,000 331,700 2,646 -- 53,190 -- 17,521
Alan J. Fohrer, Executive 1997 342,000 340,000 -- -- 46,400 -- 34,662
Vice President and Chief 1996 322,000 297,000 -- -- 47,200 -- 25,479
Financial Officer of 1995 279,500 261,000 765 -- 56,920 -- 16,532
Edison International and SCE
Thomas R. McDaniel 1997 310,000 372,000 3,119 -- 33,200 -- 24,937
President and CEO of 1996 290,000 174,000 1,375 -- 38,800 -- 21,193
Edison Capital 1995 230,000 227,700 1,225 -- 22,610 -- 16,146
Harold B. Ray 1997 335,000 271,350 -- -- 40,000 -- 28,509
Executive Vice President 1996 315,000 198,500 -- -- 38,200 -- 24,267
of SCE 1995 283,333 162,000 125 -- 40,000 -- 16,301
</TABLE>
____________
(1) Compensation information is provided for 1995, 1996 and 1997 for all
Named Officers, for years in which they served as an Executive
Officer. For purposes of this Joint Proxy Statement, Messrs. Muller
and McDaniel are deemed Executive Officers of Edison International,
and the other Named Officers are deemed Executive Officers of both
Edison International and SCE.
(2) Includes perquisites if in the aggregate they exceed $50,000 or 10%
of total annual salary and bonus, and reimbursed taxes. Each
perquisite exceeding 25% of the total is separately described in
footnotes below.
(3) The amounts shown in Column (g) are comprised of Edison International
nonqualified stock options, Edison Mission Energy affiliate options
and Edison Capital affiliate options (collectively, "Option Awards").
No stock appreciation rights ("SARs") have been awarded. The terms
and conditions for the 1997 Option Awards
PAGE 9
<PAGE>
are described in footnotes to the table below entitled "Option/SAR
Grants in 1997." The terms and conditions for the 1995 and 1996
Option Awards are similar to the 1997 terms and conditions.
For 1997, Messrs. Bryson, Frank, Danner, Muller, Fohrer, McDaniel,
and Ray received 128,000, 78,000, 38,000, 10,500, 38,000, 9,000 and
40,000 Edison International stock options; 14,500, 0, 4,100, 22,800,
4,100, 0 and 0 Edison Mission Energy affiliate options; 15,200, 0,
4,300, 0, 4,300, 24,200 and 0 Edison Capital affiliate options,
respectively. For 1996, 125,000, 78,800, 36,200, 10,200, 36,200,
7,200 and 38,200 Edison International stock options; 19,800, 0,
5,800, 30,800, 5,800, 0 and 0 Edison Mission Energy affiliate
options; and 17,800, 0, 5,200, 0, 5,200, 31,600 and 0 Edison Capital
affiliate options, respectively. For 1995, 120,000, 60,000, 40,000,
10,000, 45,000, 5,000 and 40,000 Edison International stock options;
27,280, 0, 9,100, 43,190, 9,100, 0 and 0 Edison Mission Energy
affiliate options; and 11,980, 0, 2,820, 0, 2,820, 17,610 and 0
Edison Capital affiliate options, respectively.
(4) Includes contributions in 1997 to a defined contribution plan (the
SSPP), and a supplemental plan for eligible participants who are
affected by SSPP participation limits imposed on higher paid
individuals by federal tax law, for Messrs. Bryson, Frank, Danner,
Muller, Fohrer, McDaniel and Ray in the following amounts: $47,856,
$28,819, $22,245, $25,305, $19,167, $14,840 and $16,003,
respectively.
Also includes preferential interest [that portion of interest that is
considered under Securities and Exchange Commission ("SEC") rules to
be at above-market rates] accrued in 1997 on deferred compensation
for Messrs. Bryson, Frank, Danner, Muller, Fohrer, McDaniel and Ray
in the following amounts: $171,209, $9,689, $18,101, $3,283,
$15,495, $10,097 and $11,978, respectively.
(5) Includes $21,000, which is the cost of providing Mr. Bryson's
survivor benefits under the 1985 Deferred Compensation Plan. Also
includes $16,000, which is the cost of providing Mr. Bryson's
benefits under the Executive Survivor Benefit Plan.
PAGE 10
<PAGE>
Option/SAR Grants Table
The following table presents certain information regarding Edison
International stock options and Edison Mission Energy and Edison Capital
affiliate options granted pursuant to the Incentive Plan during 1997 to
the Named Officers. No SARs were granted under the Incentive Plan during
1997.
OPTION/SAR GRANTS IN 1997(1)
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value
- -----------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
Number of % of Total
Securities Options/SARs Exercise Grant
Underlying Granted to or Base Date
Options/SARs Employees Price Expiration Present
Name Granted(#)(2)(3)(4) in 1996 ($/Sh) Date(5) Value($)(6)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John E. Bryson
Edison International 128,000 9% 19.75 01/02/2007 743,680
Edison Mission Energy 14,500 6% 120.55 01/02/2007 146,885
Edison Capital 15,200 11% 105.80 01/02/2007 97,432
Stephen E. Frank
Edison International 78,000 6% 19.75 01/02/2007 453,180
Bryant C. Danner
Edison International 38,000 3% 19.75 01/02/2007 220,780
Edison Mission Energy 4,100 2% 120.55 01/02/2007 41,533
Edison Capital 4,300 4% 105.80 01/02/2007 27,563
Edward R. Muller
Edison International 10,500 1% 19.75 01/02/2007 61,005
Edison Mission Energy 22,800 9% 120.55 01/02/2007 230,964
Alan J. Fohrer
Edison International 38,000 3% 19.75 01/02/2007 220,780
Edison Mission Energy 4,100 2% 120.55 01/02/2007 41,533
Edison Capital 4,300 4% 105.80 01/02/2007 27,563
Thomas R. McDaniel
Edison International 9,000 1% 19.75 01/02/2007 52,290
Edison Capital 24,200 18% 105.80 01/02/2007 155,122
Harold B. Ray
Edison International 40,000 3% 19.75 01/02/2007 232,400
</TABLE>
____________
(1) This table reflects all awards made under the Incentive Plan to the
Named Officers during 1997. In addition to Edison International
stock options, it includes Edison Mission Energy and Edison Capital
affiliate options.
(2) Each Edison International nonqualified stock option granted in 1997
may be exercised to purchase one share of Edison International Common
Stock. The Edison International stock options include dividend
equivalents equal to the dividends that would have been paid on an
equal number of shares of Edison International Common Stock.
Dividend equivalents will be credited following the first three years
of the option term if certain Edison International performance
criteria discussed below are met. Dividend equivalents accumulate
without interest. Once earned and vested, the dividend equivalents
are payable in cash (i) upon the request of the holder prior to the
final year of the option term, (ii) upon the exercise of the related
option, or (iii) at the end of the option term regardless of whether
the related option is exercised. After such payment, however, no
additional dividend equivalents will accrue on the related option.
The dividend equivalent performance criteria is measured by Edison
International Common Stock total shareholder return. If the average
quarterly percentile ranking of Edison International's total
shareholder return is less than the 60th percentile of that of the
companies comprising the Dow Jones Electric Utilities
PAGE 11
<PAGE>
Group Index, the dividend equivalents are reduced; if the Edison
International total shareholder return ranking is less than the 25th
percentile, the dividend equivalents are canceled. For rankings
between the 60th and 25th percentiles, the dividend equivalents are
prorated. The total shareholder return is measured at the end of the
initial three-year period and will set the percentage payable for the
entire term. If less than 100% of the dividend equivalents are
earned, the unearned portion may be restored later in the option term
if Edison International's cumulative total shareholder return ranking
for the option term attains at least the 60th percentile.
(3) Each Edison Mission Energy or Edison Capital affiliate option may be
exercised to realize any appreciation in the deemed value of one
hypothetical share of Edison Mission Energy or Edison Capital
affiliate stock over annually escalated exercise prices. The deemed
values of the Edison Mission Energy and Edison Capital affiliate
stock are determined by formula linked to the value of Edison Mission
Energy and Edison Capital portfolio investments less general and
administrative cash costs. The deemed values are recalculated
annually. For this purpose, 10 million shares of Edison Mission
Energy affiliate stock and 5 million shares of Edison Capital
affiliate stock are deemed to be outstanding. The exercise price of
each affiliate option is initially set equal to the deemed value of
the affiliate stock on the date of grant and is annually escalated on
a compound basis thereafter by a factor reflecting the affiliate's
approximate cost of capital during the year as determined by the
Compensation and Executive Personnel Committee ("CEP Committee") of
Edison International. The annual escalation factor will be adjusted
prospectively by the CEP Committee for significant changes in the
affiliate's cost of capital. The first such adjustments were made by
the CEP Committee with respect to the cost of capital of one of the
affiliates in 1997. If the deemed value of a share of Edison Mission
Energy or Edison Capital affiliate stock exceeds the corresponding
exercise price for any year during the option term, the executive may
exercise the vested portion of the options during the 60-day exercise
window in the second quarter of the following year and be paid in
cash the difference between the exercise price and the deemed value
of the affiliate shares.
(4) The Option Awards are subject to a three-year vesting period with
one-third of the total award vesting and becoming exercisable on
January 2, 1998, January 2, 1999, and January 2, 2000. The Option
Awards are not transferable (except by will, the laws of descent and
distribution, or by domestic relations order). Effective January 1,
1998, outstanding Option Awards were amended to allow certain senior
officers to transfer Option Awards to a spouse, child or grandchild.
(The Named Officers are eligible.) If an executive retires, dies, or
is permanently and totally disabled during the three-year vesting
period, the unvested Option Awards will vest and be exercisable to
the extent of 1/36 of the grant for each full month of service during
the vesting period. Unvested Option Awards of any person who has
served in the past on the Management Committee will vest and be
exercisable upon the member's retirement, death, or permanent and
total disability. (Messrs. Bryson, Danner, Fohrer and Ray have served
as members of the Management Committee.) Upon retirement, death or
permanent and total disability, the vested Option Awards may continue
to be exercised within their original term by the recipient or
beneficiary. If an executive is terminated other than by retirement,
death or permanent and total disability, Option Awards which had
vested as of the prior anniversary date of the grant are forfeited
unless exercised within 180 days of the date of termination in the
case of Edison International options, or during the next 60-day
exercise period in the case of Edison Mission Energy or Edison
Capital affiliate options. All unvested Option Awards are forfeited
on the date of termination.
Appropriate and proportionate adjustments may be made by the Edison
International CEP Committee to outstanding Edison International stock
options to reflect any impact resulting from various corporate events
such as reorganizations, stock splits and so forth. If Edison
International is not the surviving corporation in such a
reorganization, all Option Awards then outstanding will become vested
and be exercisable unless provisions are made as part of the
transaction to continue the Incentive Plan or to assume or substitute
options of the successor corporation with appropriate adjustments as
to the number and price of the options. Notwithstanding the
foregoing, upon a change of control of Edison International after the
occurrence of a "Distribution Date" under the Rights Agreement
approved by the Edison International Board of Directors on November
21, 1996, the options will vest and will remain exercisable for at
least two years following the Distribution Date. A Distribution Date
is generally the date a person acquires 20% or more of the Common
Stock of Edison International, or a date specified by the Edison
International Board of Directors after commencement of a tender offer
for 20% or more of such stock.
PAGE 12
<PAGE>
The Edison International CEP Committee administers the Incentive Plan
and has sole discretion to determine all terms and conditions of any
grant, subject to plan limits. It may substitute cash equivalent in
value to the Option Awards and, with the consent of the executive,
may amend the terms of any award agreement, including the price of
any option, the post-termination term, and the vesting schedule.
(5) The expiration date of the Option Awards is January 2, 2007; however,
the final 60-day exercise period of the Edison Mission Energy and
Edison Capital affiliate options will occur during the second quarter
of that year. The Option Awards are subject to earlier expiration
upon termination of employment as described in footnote (4) above.
(6) The grant date value of each Edison International stock option was
calculated as the sum of two numbers: the option value and the
dividend equivalent value. The option value was calculated to be
$2.56 per option share using the Black-Scholes stock option pricing
model. In making this calculation, it was assumed that the average
exercise period was seven years, the volatility rate was 17%, the
risk-free rate of return was 6.45%, the historic average dividend
yield was 5.89% and the stock price and exercise price were $19.75.
The aggregate grant date value represented by the option value of the
Edison International stock options granted in 1997 for Messrs.
Bryson, Frank, Danner, Muller, Fohrer, McDaniel and Ray was $327,680,
$199,680, $97,280, $26,880, $97,280, $23,040 and $102,400,
respectively.
The dividend equivalent value of each Edison International stock
option granted in 1997 was calculated to be $3.25. This dividend
equivalent value was calculated by (a) summing the dividends (without
reinvestment) over the assumed seven-year duration of the related
stock option at the annual dividend rate of $1.00 in effect on
January 1, 1997, and (b) discounting that sum to its present value
assuming a discount rate of 11.6%, which was SCE's authorized return
on common equity in 1997. This calculation does not reflect any
reduction in value for the risk that Edison International performance
measures may not be met. The aggregate estimated grant date value
represented by the dividend equivalents on the Edison International
options granted in 1997 for Messrs. Bryson, Frank, Danner, Muller,
Fohrer, McDaniel and Ray was $416,000, $253,500, $123,500, $34,125,
$123,500, $29,250 and $130,000, respectively. The calculation of the
present value of the dividend equivalents is not a prediction of
future dividends or dividend policy, and there is no assurance that
the value of the dividend equivalents realized by an executive will
be at or near the value calculated as described above.
The value of an Edison Mission Energy affiliate option was calculated
to be $10.13, using the Black-Scholes stock option pricing model
assuming an average exercise period of seven years, a volatility rate
of 19.22%, a risk-free rate of return of 6.37%, a dividend yield of
0% and an exercise price of $266.50. The value of an Edison Capital
affiliate option was calculated to be $6.41, using the Black-Scholes
stock option pricing model assuming an average exercise period of
seven years, a volatility rate of 9.16%, a risk-free rate of return
of 6.37%, a dividend yield of 0% and an exercise price of $178.40.
These assumptions are based on average values of a group of peer
companies adjusted for differences in capital structure.
The actual value that an executive may realize will depend on various
factors on the date the option is exercised, so there is no assurance
that the value realized by an executive will be at or near the grant
date value estimated by the Black-Scholes model. The estimated values
under that model are based on certain assumptions and are not a
prediction of future stock price.
PAGE 13
<PAGE>
Option/SAR Exercises and Year-End Value Table
The following table presents certain information regarding the exercise
of Edison International stock options and Edison Mission Energy and Edison
Capital affiliate options during 1997 by any of the Named Officers, and
regarding unexercised options held at year-end 1997 by any of the Named
Officers. No SARs were exercised during 1997 or held at year-end 1997 by
any of the Named Officers.
AGGREGATED OPTION/SAR EXERCISES IN 1997
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
at FY-End (#)(1) FY-End ($)(1)(2)
---------------- -----------------
Shares
Acquired Value Exercisable/ Exercisable/
on Exercise Realized Unexercisable Unexercisable
Name (#) ($)
- ---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
John E. Bryson
Edison International -- -- 353,467/251,333 2,956,177/2,253,872
Edison Mission Energy -- -- 34,727/36,793 1,645,167/947,496
Edison Capital -- -- 13,920/31,060 83,646/72,832
Stephen E. Frank
Edison International -- -- 66,267/150,533 641,178/1,334,972
Bryant C. Danner
Edison International -- -- 98,134/75,466 796,362/681,726
Edison Mission Energy -- -- 12,100/11,000 573,427/297,672
Edison Capital -- -- 3,613/8,707 20,861/19,492
Edward R. Muller
Edison International -- -- 44,167/20,633 270,383/185,198
Edison Mission Energy -- -- 56,880/34,930 2,688,213/1,487,610
Alan J. Fohrer
Edison International -- -- 90,767/77,133 787,015/702,772
Edison Mission Energy -- -- 11,900/11,000 564,799/297,672
Edison Capital -- -- 3,613/8,707 20,861/19,492
Thomas R. McDaniel
Edison International 14,550 256,311(3) 53,734/15,466 369,448/133,871
Edison Capital -- -- 22,273/51,137 129,264/119,687
Harold B. Ray
Edison International 25,000 303,669(3) 76,401/78,799 687,690/709,348
</TABLE>
____________
(1) Each Edison International 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 which may accrue on the
Edison International options accumulate without interest and are paid
in cash. Each Edison Mission Energy or Edison Capital affiliate
option represents a right to exercise an option to realize any
appreciation in the deemed value of one hypothetical share of Edison
Mission Energy or Edison Capital affiliate stock.
(2) Edison International options have been treated as "in-the-money" if
the fair market value of the underlying stock at year-end 1997
exceeded the exercise price of the options. The dollar amounts shown
for Edison International 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 1997 and (ii) the
exercise prices of those
<PAGE 14> <PAGE>
options. The aggregate value at year-end 1997 of all accrued
dividend equivalents, exercisable and unexercisable, for Messrs.
Bryson, Frank, Danner, Muller, Fohrer, McDaniel and Ray was
$1,538,682/$0, $0/$0, $288,839/$0, $144,572/$0, $241,308/$0,
$289,920/$0 and $150,040/$0.
Edison Mission Energy and Edison Capital affiliate options are
considered in-the-money if the deemed values of the Edison Mission
Energy and Edison Capital affiliate stock, which are determined
annually by formula linked to portfolio investments, exceed
prescribed exercise prices. Deemed values at year-end are not
available until the second quarter of the following year. Therefore,
amounts shown in Column (e) reflect deemed values at fiscal year-end
for 1996, the most recent data available.
(3) Includes $143,177 and $186,170 of value realized from dividend
equivalents by Messrs. McDaniel and Ray, respectively.
Retirement Benefits Table
The following table presents estimated gross annual benefits payable
upon retirement at age 65 to the Named Officers in the remuneration and
years of service classifications indicated.
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
Years of Service
----------------------------------------------------------------------------------
Remuneration 10 15 20 25 30 35 40
- ------------ ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
200,000. . 50,000 67,500 85,000 102,500 120,000 130,000 140,000
300,000. . 75,000 101,250 127,500 153,750 180,000 195,000 210,000
400,000. . 100,000 135,000 170,000 205,000 240,000 260,000 280,000
500,000. . 125,000 168,750 212,500 256,250 300,000 325,000 350,000
600,000. . 150,000 202,500 255,000 307,500 360,000 390,000 420,000
700,000. . 175,000 236,250 297,500 358,750 420,000 455,000 490,000
800,000. . 200,000 270,000 340,000 410,000 480,000 520,000 560,000
900,000. . 225,000 303,750 382,500 461,250 540,000 585,000 630,000
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
</TABLE>
____________
(1) Estimates are based on the provisions of the SCE Retirement Plan (the
"Retirement Plan"), a qualified defined benefit employee retirement
plan, and the SCE Executive Retirement Plan (the "SERP"), a
nonqualified supplemental executive retirement plan, with the
following assumptions: (i) SCE's present 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 (the "Code")
and any incremental retirement benefits attributable to consideration
of the annual bonus or participation in Edison International's
deferred compensation plans will be paid out of the SERP as unsecured
obligations of Edison International or the participating affiliate.
The Retirement Plan and SERP provide monthly benefits at normal
retirement age (65 years) based on a unit benefit for each year of service
plus a benefit determined by a percentage ("Service Percentage") of the
average of the executive's highest 36 consecutive months of regular salary
and, in the case of the SERP, the average of the highest three bonuses in
the last five years prior to attaining age 65. Compensation used to
calculate combined benefits under the Retirement Plan and SERP is based
on base salary and bonus as reported in the Summary Compensation Table.
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' service) and 1% for each
year in excess of 30. The actual benefit determined by the Service
Percentage would take into account the unit benefit and be offset by up
to 40% of the executive's primary Social Security benefits.
PAGE 15
<PAGE>
The normal form of benefit is a life annuity with a 50% survivor
benefit following the death of the participant. Retirement benefits are
reduced for retirement prior to age 61. The amounts shown in the Pension
Plan Table above do not reflect reductions in retirement benefits due to
the Social Security offset or early retirement.
Messrs. Danner and Fohrer have elected to retain coverage under a
prior benefit program. This program provided, among other benefits, the
post-retirement benefits discussed in the following section. The SERP
benefits provided under the prior program are less than the benefits shown
in the Pension Plan Table. 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%.
For purposes of the SERP, as of December 31, 1997, Mr. Bryson had
completed 13 years of service, Mr. Frank-4.5 years, Mr. Danner-15 years,
Mr. Muller-4 years, Mr. Fohrer-24 years, Mr. McDaniel-26 years and Mr.
Ray-26 years.
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 ($2.0 million) has been
used in the examples which follow.
The Survivor Income Continuation Plan provides a post-retirement
survivor benefit payable to the beneficiary of the participant following
his or her death. The benefit is approximately 24% of final compensation
(salary at retirement and the average of the three highest bonuses paid
in the five years prior to retirement) payable for ten years certain. If
a Named Officer's final annual compensation were $2.0 million, the
beneficiary's estimated annual survivor benefit would be $480,000.
Messrs. Danner and Fohrer have elected coverage under this plan.
The Supplemental Survivor Income/Retirement Income Plan provides a
post-retirement survivor benefit payable to the beneficiary of the
Executive Officer following his or her death. The benefit is 25% of final
compensation (salary at retirement and the average of the three highest
bonuses paid in the five years prior to retirement) payable for ten years
certain. At retirement, an Executive 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 bonuses 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 $2.0 million, the beneficiary's estimated annual
survivor benefit would be $500,000. If a Named Officer were to elect the
retirement income benefit in lieu of survivor income and had final annual
compensation of $2.0 million, the Named Officer's estimated annual benefit
would be $200,000. Messrs. Danner and Fohrer have elected coverage under
this plan.
The 1985 Deferred Compensation Plan provides a post-retirement
survivor benefit. This plan allowed eligible participants in September
1985 to voluntarily elect to defer until retirement a portion of annual
salary and annual bonuses otherwise earned and payable for the period
October 1985 through January 1990. Messrs. Bryson and Ray participate in
this plan. The post-retirement survivor benefit is 50% of the annual
amount the participant had been receiving from the plan. Survivor benefit
payments begin following completion of the deferred compensation payments.
If the named beneficiary is the executive's spouse, then survivor benefits
are paid as a life annuity, five years certain. The benefit amount will
be reduced actuarially if the spouse is more than five years younger than
the executive at the time of the executive's death. If the beneficiary
is not the spouse, then benefits are paid for five years only. The annual
amounts which would be payable to the surviving beneficiaries of Messrs.
Bryson and Ray at age 65 are $1,260,020, and $46,329, respectively.
Employment Contracts and Termination of Employment Arrangements
Mr. Danner executed an employment agreement when he joined Edison
International and SCE as Senior Vice President and General Counsel in
1992. After completing three years of service, he was credited with ten
additional years of service with SCE and Edison International for purposes
of determining benefits under the
<PAGE 16> <PAGE>
SERP. Any subsequent termination of employment will be treated as a
retirement for all executive benefit programs. In addition, Edison
International and SCE have agreed to use their best efforts to make
available health care coverage until Mr. Danner and his spouse reach age
65, with Edison International and SCE bearing the cost over the amount an
SCE retiree would pay for coverage in the SCE group plan with the highest
deductible.
Mr. Frank executed an employment agreement when he joined SCE as
President and Chief Operating Officer and as a member of the Boards of
Directors of Edison International and SCE in 1995. For purposes of the
SERP, he will be credited with 1.25 years of additional service for each
year of actual service up to ten years. A deferred compensation plan
account was established and credited with $250,000 which will vest when
Mr. Frank completes 5 years of service. He is also provided two club
memberships along with regular executive and employee benefits. If
Mr. Frank's employment is terminated involuntarily (other than for cause),
he will receive a severance payment equal to one year's salary plus bonus,
the deferred compensation plan credit discussed above will be vested on
a pro rata basis, his initial stock option grant will be fully exercisable
(if termination occurs after one year of service), and the additional
service credit will be applied for purposes of determining whether the
five years of service necessary to receive retirement benefits under the
SERP have been attained.
Compensation And Executive Personnel Committees' Report On Executive
Compensation(1)
The Edison International and SCE CEP Committees ("CEP Committees")
have responsibility for all executive compensation programs of the
companies. The CEP Committees are composed of the same non-employee
directors named at the end of this report.
The CEP Committees met jointly to consider executive compensation
matters for 1997. The Edison International CEP Committee determines
salaries and bonuses for Edison International officers. The SCE CEP
Committee determines salaries and bonuses for SCE officers. The salaries
and bonuses of the officers of the other Edison International subsidiaries
("Subsidiaries") are determined by their respective boards of directors.
However, the Edison International CEP Committee reviews the salaries and
bonuses of the Executive Officers of the Subsidiaries to ensure
consistency with overall Edison International compensation policies. In
addition, the Edison International CEP Committee administers the Incentive
Plan pursuant to which stock options and affiliate options may be awarded.
Compensation Policies
The executive compensation programs of Edison International, SCE and
the Subsidiaries are designed by the CEP Committees to achieve three
fundamental objectives: (1) attract and retain qualified executives; (2)
motivate performance to achieve specific strategic objectives of the
companies; and (3) align the interests of senior management with the long-
term interests of the companies' shareholders. At present, the basic
components of the companies' executive compensation program are base
salaries, bonuses, stock options and affiliate options. The companies also
provide broad-based employee benefit plans and certain other executive
benefit plans.
Section 162(m) of the Code generally disallows a tax deduction to
public companies for compensation over $1 million paid to their chief
executive officers and the four other most highly compensated executive
officers unless certain tests are met. The CEP 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 CEP 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 CEP Committees to
exercise judgment in assessing an executive's performance.
- -----------------
(1) Notwithstanding anything to the contrary contained in any document
filed by Edison International or SCE with the SEC, or elsewhere, this
report shall not be deemed to be incorporated by reference by any general
statement incorporating this proxy statement into any filing under the
Securities Act of 1933 (the "Securities Act") or the Securities Exchange
Act of 1934 (the "Exchange Act"), except to the extent Edison
International or SCE specifically incorporate this report by reference
therein, and shall not be deemed soliciting material or otherwise be
deemed filed under either of such Acts.
PAGE 17
<PAGE>
1997 Compensation Actions
The CEP Committees base their compensation actions for the companies
on data gathered through independent surveys of peer group companies.
Independent compensation consultants are retained to annually review and
identify the appropriate comparison companies and to obtain and evaluate
current executive compensation data for SCE and the Subsidiaries. For
1997, SCE planning was based on the same composite peer group of 19 U.S.-
based, financially healthy electric service, telecommunication and natural
gas companies as was utilized for 1996 planning. Comparison utility
companies were selected on the basis of total assets and net sales.
Although the peer group differs from the Dow Jones Electric Utilities
Group Index depicted in the Stock Performance Graph, ten of the companies
are included in the index, and the CEP Committees believe the constitution
of the peer group provides comparable and relevant compensation data for
Edison International and SCE in view of the companies' changing business
environment. Selecting peer groups for the Subsidiaries was accomplished
by a similar process geared to identifying appropriate comparison
companies in their respective industries.
The CEP Committees' strategy for 1997 compensation planning was
established in December 1996 to generally target fixed compensation
(salary and benefits) for SCE and the Subsidiaries at the median level of
their respective peer groups. Target annual and long-term incentive
opportunities were set for SCE at the median level, with maximum annual
award opportunities of 150% of target levels. The Subsidiaries also
targeted salary and benefits at the median level of their respective peer
groups, but placed greater emphasis on incentive compensation by setting
the maximum bonus opportunity at 200% of target for significant
performance exceeding target levels. The CEP Committees may deviate above
and below established targets in individual cases as deemed appropriate
in their discretion.
Base Salaries
The CEP Committees reviewed the base salaries for Mr. Bryson and the
other Executive Officers at the end of 1996. The factors considered by the
CEP Committees at that time in setting Mr. Bryson's 1997 salary were the
relationship of his compensation to the average compensation of the other
chief executive officers of the peer group of companies, and the CEP
Committees' judgment of Mr. Bryson's performance as CEO. The CEP
Committees recognized that SCE had an excellent performance year in 1996
and that Mr. Bryson's management of SCE's successful efforts in the
legislative and regulatory process to restructure the electric utility
market and to protect the recovery of stranded costs had contributed
significantly to that success. No specific weight was assigned to the
various factors considered by the CEP Committees. The base salary
component of Mr. Bryson's compensation was raised to $810,000 which was
within 2% of the average for CEOs in the peer group. The 1997 base
salaries approved by the CEP Committees for the other Executive Officers
at Edison International and SCE increased 6.7% over 1996 levels.
In December 1996, the Edison International CEP Committee also
reviewed the base salaries of the Executive Officers at the 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 1997 base salaries approved by the CEP
Committees for Executive Officers at the Subsidiaries increased 7.7% over
1996 levels.
After 1997 salary adjustments are taken into account, the base
salaries in the aggregate of the Executive Officers at Edison
International, SCE and the Subsidiaries are within 4% of the median levels
of their respective peer groups.
Bonus Compensation for 1997 Performance
Bonus compensation is determined on the basis of overall corporate
performance and the CEP Committees' assessment of the individual Executive
Officer's performance. Target bonuses for Executive Officers for 1997
ranged from 35% of base salary for SCE vice presidents to 70% of base
salary for Mr. Bryson. Maximum opportunity levels at Edison International
and SCE were set at 150% of target award levels. Maximum opportunity
levels at the Subsidiaries ranged from 150% to 200% of target award
levels. Awards are made in the judgment of the CEP Committees taking into
account overall company results as guided by the specific performance
objectives described below.
PAGE 18
<PAGE>
Edison International and SCE 1997 performance objectives were adopted
by the CEP Committees prior to the beginning of the year. Three equally
weighted areas of achievement were identified with quantifiable target
objectives: (1) achieve targeted earnings per share, (2) protect full
recovery of the competitive transition charge, and (3) for SCE - maintain
and enhance value of the SCE utility business; and for Edison
International - build future value. The third area of achievement for SCE
focused on 11 objectives including completing the sale of specified
generating plants, achievement of key performance indicators, and issuance
of bonds to meet the full rate reduction target. For Edison
International, objectives to build future value included specific value-
added targets at certain subsidiaries, development of emerging markets and
strengthening of brand recognition. Specific performance related goals
were also adopted for each of the Subsidiaries.
The CEP Committees met in February 1998 to evaluate each company's
performance and to determine the 1997 bonuses for Executive Officers.
They considered whether the stated 1997 objectives for each performance
goal were attained and reviewed other significant events that occurred
during the year. The CEP Committees determined that Edison International
had a very successful year in 1997 with SCE, Edison Mission Energy and
Edison Capital each making significant contributions. Earnings were above
target, important progress was made in the electric utility industry
restructuring with the successful auction of ten gas-fired power plants
and the issuance of restructuring bonds under favorable terms. Edison
Mission Energy and Edison Capital provided outstanding growth in terms of
earnings and investment.
The CEP Committees approved a 1997 bonus of $850,500 for Mr. Bryson
which was 100 percent of his maximum potential award. In addition to
evaluating Mr. Bryson's overall performance as measured by the companies'
results in relation to the specific performance goals discussed above, the
CEP Committees' subjective assessment of his performance as CEO was
considered. Factors found to be particularly significant in 1997 were Mr.
Bryson's leadership in creating value for the corporation through an
outstanding business performance year in all respects, his development of
a strong management team, and his vision for the future of Edison
International.
The 1997 bonuses for the other Executive Officers averaged 93% of
maximum at SCE and 88% of maximum at the Subsidiaries.
Long-Term Compensation Awards
Long-Term compensation is comprised of stock options and affiliate
options which are designed to align the long-term interests of senior
management and the companies' shareholders and reward Executive Officers
for delivering long-term value to the shareholders of the companies.
For 1997, the Edison International CEP Committee granted ten-year
nonqualified Edison International Common Stock options with dividend
equivalents linked to Edison International performance ("Edison
International Options"), Edison Mission Energy affiliate options and/or
Edison Capital affiliate options. The option awards made to Mr. Bryson,
Mr. Danner and Mr. Fohrer were allocated among the companies on a relative
size basis: SCE - 75%, Edison Mission Energy - 15%, and Edison Capital -
10%. Approximately 80% of the option awards of Executive Officers at
Edison Capital and Edison Mission Energy were allocated to their
respective companies' options, with the balance allocated to Edison
International Options. Options were awarded to Executive Officers in the
judgment of the Edison International CEP Committee guided by the survey
results described above and are not formula-driven. The number and value
of options granted in prior years was not a factor in the current year
award determination. Edison International Options covering a total of
729,800 shares, at an option price of $19.75 per share were granted to
Executive Officers in January 1997. Edison International Options covering
209,610 shares were granted to five new Executive Officers in March, May,
May, July and September 1997 at option prices of $19.75, $20.94, $21.25,
$25.06 and $25.19 per share, respectively. Edison Mission Energy
affiliate options covering a total of 102,900 shares were granted to
Executive Officers in January 1997 at a base price of $120.55 per share.
Edison Capital phantom options covering a total of 72,300 shares were
granted to Executive Officers in January 1997 at a base price of $105.80
per share.
<PAGE 19<PAGE>
The Edison International CEP Committee approved a January 1997 award
to Mr. Bryson of 128,000 Edison International Options, 14,500 Edison
Mission Energy affiliate options and 15,200 Edison Capital affiliate
options. This award reflects the CEP Committees' commitment to link a
significant portion of Mr. Bryson's compensation directly to the value
provided to shareholders by Edison International stock and dividends and
to the relative value provided to Edison International by its three major
subsidiaries. The target values established and the actual options
granted to Mr. Bryson and the other Executive Officers were consistent
with the CEP Committees' strategy described above.
Compensation and Executive Personnel Committees of the Edison
International and SCE Boards of Directors
Charles D. Miller (Chair) Joseph J. Pinola
Camilla C. Frost Thomas C. Sutton
Luis G. Nogales Daniel M. Tellep
February 18, 1998
Compensation and Executive Personnel Committees Interlocks and Insider
Participation
The CEP Committees members whose names appear on the Committees' Report
above were members of the CEP Committees during all of 1997. Under
applicable SEC rules, there were no interlocks or insider participation
on the CEP Committees.
PAGE 20
<PAGE>
Stock Performance Graph(1)(2)
Set forth below is a graph comparing the yearly percentage change in the
cumulative total shareholder return for the last five fiscal years on the
Edison International Common Stock (assuming an initial investment of $100
on December 31, 1992), based on the market price of the Edison
International Common Stock and assuming dividend reinvestment, with the
cumulative total return for the last five fiscal years of companies in the
Standard and Poor's 500 Stock Index ("S&P 500") and the Dow Jones Electric
Utilities Group Index ("Dow Utilities"). The Dow Utilities contains 45
utility companies that are electric or combination (electric and gas)
companies. Both indices are published daily in The Wall Street Journal.
Edison International is included in both the S&P 500 and the Dow
Utilities.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG EDISON INTERNATIONAL, THE S & P 500 INDEX
AND THE DOW UTILITIES INDEX
<TABLE>
<CAPTION>
Cumulative Total Return
-------------------------------------------------
12/92 12/93 12/94 12/95 12/96 12/97
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Edison International 100 97 76 96 116 165
S & P 500 100 110 112 153 189 252
Dow Utilities 100 112 98 129 130 165
</TABLE>
* $100 invested on December 31, 1992, in stock or index - including
reinvestment of dividends. Fiscal year ending December 31.
** Ex-dividend dates have been used to determine the number of dividends
included in Edison International's cumulative total return calculation.
Edison International had three ex-dividend dates in 1995 and five ex-
dividend dates in 1996, even though shareholders received four dividend
payments in each year. Thus, the graph reflects three dividends in
1995 and five dividends in 1996. If four dividends were used for each
year to determine the cumulative total return, the Edison International
dollar amount for 12/95 would change from $96 to $98.
- -------------
(1)Notwithstanding anything to the contrary contained in any document
filed by Edison International or SCE with the SEC or elsewhere, this
graph shall not be deemed to be incorporated by reference by any
general statement incorporating by reference this proxy statement into
any filing under the Securities Act or the Exchange Act, except to the
extent Edison International or SCE specifically incorporates this graph
by reference therein, and shall not be deemed soliciting material or
otherwise be deemed filed under either of such Acts.
(2)The historical stock performance depicted on the graph is not
necessarily indicative of future performance. The Companies will not
make or endorse any predictions as to future stock performance or
dividends.
PAGE 21
<PAGE>
Certain Relationships and Transactions of Nominees and Executive Officers
Mr. Olson is a Senior Partner of the law firm of Munger, Tolles and
Olson, and Mr. Christopher is a Senior Partner of the law firm of O'elveny
& Myers. Both firms provided legal services to Edison International and
SCE in 1997. SCE paid Munger, Tolles and Olson $4,385,422 for such
services.
In 1997, WRG, a management consulting firm of which Mr. John Danner is
a partner, was paid $839,563 by SCE and $329,438 by Edison International
for consulting services provided in late 1996 and 1997. Mr. Danner is the
brother of Bryant C. Danner, Executive Vice President and General Counsel
of Edison International and SCE.
Edison International and SCE believe that any transactions described
above are comparable to those which would have been undertaken under
similar circumstances with nonaffiliated entities or persons.
Other Management Transactions
During 1997, Edison International loaned Robert G. Foster, a Senior
Vice President of Edison International and SCE, $160,000 interest-free in
connection with his purchase of a principal residence following his
relocation from SCE' Sacramento Region Office to the Southern California
metropolitan area. Under the terms of the loan, one-seventh of the
original principal amount was forgiven in 1997, and one-seventh will be
forgiven each year thereafter if Mr. Foster remains employed with an
Edison International affiliate. As of February 25, 1998, a principal
balance of $137,143 remained outstanding. If Mr. Foster' employment
terminates before the end of the loan term, the remaining principal
balance owing will be due and payable. Interest will accrue on any
remaining principal balance at the Bank of America Prime Interest Rate
after 90 days.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires Edison International's and
SCE's respective Directors and Officers, and persons who own more than 10%
of a registered class of Edison International's or SCE's respective equity
securities, to file reports of ownership and changes in ownership of such
equity securities with the SEC and one designated national securities
exchange. Directors, Officers and greater than 10% shareholders are
required by SEC regulations to furnish Edison International or SCE, as the
case may be, with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms and amendments
thereto furnished to the respective companies, or written representations
that no Forms 5 were required (unless Edison International or SCE
otherwise knew that no Forms 5 were required), Edison International and
SCE, believe that from January 1, 1997, through December 31, 1997, their
Directors, Officers and greater than 10% beneficial owners complied with
all Section 16(a) filing requirements, except that one report covering one
transaction was filed late by each of the following: James M. Rosser, an
Edison International and SCE Director, Thomas J. Higgins, an Edison
International and SCE Officer, and Bruce C. Foster, an SCE Officer who is
being treated as an Edison International Officer for Section 16(a)
reporting. The transactions were in Edison International Common Stock.
Committees and Compensation of the Boards of Directors
The committees of each of the Edison International and SCE Boards of
Directors are the Audit Committee, Compensation and Executive Personnel
Committee, Executive Committee, Finance Committee and Nominating
Committee. The major functions of each of these committees are described
briefly below. The composition of each committee is the same for Edison
International and SCE.
PAGE 22
<PAGE>
Audit Committees. Each Audit Committee meets regularly with the
management of Edison International or SCE, as applicable, the independent
public accountants and the internal auditors to make inquiries regarding
the manner in which the responsibilities of each are being discharged and
reports thereon to the Edison International or SCE Board, as applicable.
In addition, each Audit Committee recommends to the Edison International
or SCE Board the annual appointment of the independent public accountants
with whom the Audit Committee reviews the scope of audit and other
engagements and the related fees, the accounting principles being applied
by Edison International or SCE in financial reporting, the scope of
internal financial auditing procedures and the adequacy of internal
accounting controls. Each Audit Committee also monitors compliance with
the Edison International or SCE business ethics programs and established
codes of conduct and periodically reviews the status of the companies'
efforts in addressing computer system problems and related issues raised
by the coming year 2000 and subsequent years.
Compensation and Executive Personnel Committees. Each CEP Committee
periodically reviews the performance and compensation of the Edison
International or SCE Executive Officers, as applicable, and approves
appropriate adjustments which are reported to the Edison International or
SCE Board. The CEP Committees also participate in executive succession
planning and management development. Additional information as to the CEP
Committees' duties are described in the "Compensation and Executive
Personnel Committees' Report on Executive Compensation" above.
Executive Committees. Each Executive Committee is empowered to
exercise the authority of the Edison International or SCE Board, as
applicable, in the management of the business and the affairs of Edison
International or SCE, between meetings of the Edison International or SCE
Board, except to the extent limited by the California General Corporation
Law.
Finance Committees. Each Finance Committee regularly reviews the
financial structure of their respective company. In addition, the Edison
International Finance Committee reviews the financial planning process and
investment outlook for Edison International and its nonutility
subsidiaries, and approves certain committed investments. The SCE Finance
Committee reviews the five year capital expenditure outlook, financing
plans, total revenue requirements and earnings trends of SCE as well as
approving certain capital projects.
Nominating Committees. Each Nominating Committee periodically consults
with the management of Edison International or SCE, as applicable, reviews
suggestions of candidates for Director made by shareholders and makes
recommendations regarding the composition of the Edison International or
SCE Board and selection of individual candidates for election as
Directors. Suggestions by shareholders for candidates should be submitted
in writing, accompanied by biographical material for evaluation and sent
to the office of the Secretary, Edison International and/or SCE, P.O. Box
800, Rosemead, California 91770.
Compensation of Directors. During 1997, each Director who was not an
Executive Officer of Edison International or SCE received an annual
retainer of $20,000 plus $1,500 for each meeting attended. Each Director
who was not an Executive Officer and was a member of an Executive
Committee received $2,000 in 1997 plus $1,000 for each meeting of that
Committee attended. Each Director who was not an Executive Officer and
was a member of an Audit Committee, Finance Committee, CEP Committee or
Nominating Committee received $1,000 for each meeting of those committees
attended. Each Director who was not an Executive Officer and was a
Chairman of any of the committees received $3,000 in 1997. In conjunction
with the discontinuance of service accruals under the Director retirement
plans with respect to Directors elected or re-elected to the Boards after
1997, and contingent upon approval by Edison International shareholders
of the Edison International Equity Compensation Plan as discussed below,
the annual retainer will be increased to $25,000 for such Directors
effective January 1, 1998. See "Item No. 2 -- Adoption of Edison
International Equity Compensation Plan," below.
Since each Director serves on both Edison International and SCE Boards
and the same committees of each Board, the yearly retainers and meeting
fees described above represent aggregate amounts for such service on both
the Edison International and SCE Boards, except that separate meeting fees
are paid for each meeting of one of the Edison International or SCE
Boards, or one of the committees, that is not held in conjunction with a
meeting of the corresponding Board or another committee. It is the usual
practice of Edison International and SCE that meetings of the Edison
International and SCE Boards, and of corresponding committees, are held
in conjunction with each other and a single meeting fee is paid to each
Director for each set of meetings.
PAGE 23
<PAGE>
Pursuant to the Edison International Director Incentive Compensation
Plan, which was approved by the Edison International shareholders in 1992,
each non-employee Director of Edison International and SCE is
automatically granted 500 shares of Edison International Common Stock upon
election or reelection to their respective Boards. Directors serving on
both Boards receive only one award per year.
Edison International and SCE maintain identical retirement plans for
Directors. Under the terms of the plans, retiring or resigning Directors
in good standing with at least five years of service on the Edison
International or SCE Board are entitled to receive an annual retirement
benefit in the amount of the yearly retainer. For service prior to 1996,
the retirement benefit formula is based on the annual retainer, plus an
amount equal to the meeting fee times the number of regularly scheduled
Board meetings, as in effect on the date of termination of service.
Payments commence at age 65, or if later, upon retirement from the Edison
International or SCE Board. These amounts will be paid quarterly to the
retired or resigned Director (or, upon death, to his or her spouse) for
an interval equal to the term of service on the Edison International or
SCE Board. Upon the death of a Director without a surviving spouse, or
upon the death of a Director's surviving spouse, a lump sum equal to the
amount of any remaining benefits will be paid to his or her estate.
Simultaneous service on both Boards does not duplicate benefits earned
under the plans. Service accruals under the Director retirement plans
will cease after 1997 with respect to Directors elected or re-elected to
the Boards in 1998, or thereafter, if the Equity Compensation Plan is
approved by Edison International shareholders. See "Item No. 2 --
Adoption of Edison International Equity Compensation Plan," below.
Under the terms of the SCE 1985 Deferred Compensation Plan for SCE
Directors who were on the Board and enrolled in the Plan in September
1985, Directors were eligible to defer up to $94,350 of their compensation
from October 1, 1985, through December 31, 1989. These amounts are
deferred until the participant ceases to be a Director, dies or attains
a predetermined age of at least 65, but not greater than 72. The account
may be paid in installments of 10 or 15 equal annual installments or 120
or 180 equal monthly installments. If a participant dies before payments
have begun, his or her beneficiary will receive the account payments over
the term elected by the participant. In addition, the beneficiary will
receive annual payments equal to 75% of the participant's total deferred
commitment for ten years. If a participant dies after payments have
begun, the remainder of his or her account will continue to be paid to the
beneficiary. Following the completion of these payments, if the
beneficiary is the surviving spouse, the person will be entitled to a
five-year certain life annuity equal to 50% of the payments the
participant had been receiving. If the beneficiary is someone other than
a spouse, such payments will be made for five years only. Preferential
interest (interest considered under SEC rules to be at above-market rates)
in the amount of $24,285 was credited to the 1985 Deferred Compensation
Plan accounts of Messrs. Huntsinger, Rosser, Zapanta, and Mrs. Hanley,
respectively, in 1997. The same amount was credited for Howard P. Allen
who retired early as a Director of Edison International and SCE during
1997. All amounts payable under this plan are treated as unsecured
obligations of SCE.
Directors are eligible to defer up to 100% of their Board compensation,
including any retainers, and any meeting fees under the Edison
International Director Deferred Compensation Plan. A grantor trust has
been adopted to fund the deferred compensation liability. Amounts may be
deferred until a specified year, retirement, death or discontinuance of
service as a Director. Compensation deferred until a specified year may
be paid as a single lump sum or in 12 monthly payments. Compensation
deferred until retirement or death may be paid as a single lump sum, in
monthly installments of 60, 120, or 180 months, or in a combination of a
partial lump sum and installments. Compensation deferred until
discontinuance of service as a Director may be paid as a single lump sum
or in three annual installments. Preferential interest (interest
considered under the SEC rules to be at above-market rates) in the amounts
of $3,522, $5,545, $1,134, $5,676, $5,570, $1,512, $208, $2,502, $352, and
$596 was credited to the Edison International Deferred Compensation Plan
accounts of Messrs. Allen, Huntsinger, Olson, Rosser, Shannon, Smith,
Sutton, Watkins, Zapanta and Mrs. Hanley, respectively, in 1997. All
amounts payable under these plans are treated as unsecured obligations of
Edison International.
Mr. Christopher was re-elected as a Director of Edison International
and SCE in 1997 following distinguished service as Secretary of State of
the United States. He was granted 500 shares of Edison International
Common Stock upon his initial election. Assuming Mr. Christopher
continues to be nominated and elected by the shareholders to serve on the
respective Boards of Edison International and SCE, Director age
restrictions have been waived until April 2002. Retirement and deferred
compensation benefit payments attributable to his prior
<PAGE 24<PAGE>
service as a Director will continue to be paid. Any additional benefits
accruing during his current term as a Director will be payable to Mr.
Christopher in accordance with the terms of the plans in effect at the
time of his subsequent retirement.
In consideration of Mr. Allen's agreement to remain available to the
companies for advice and consultation for a period of four years following
his retirement, a $40,000 fee was credited to his account under the Edison
International Director Deferred Compensation Plan. Benefit payments from
this and other nonqualified plans in which Mr. Allen is a participant will
commence in 1998.
Meetings and Attendance
During 1997, the Edison International and SCE Audit Committees met four
times each, the Finance Committees met three times each, the Compensation
and Executive Personnel Committees met three times each, the Nominating
Committees met two times each and the Edison International Executive
Committee met once. The Edison International Board and the SCE Board each
met eight times during 1997.
During 1997, all Directors attended 80% or more of the aggregate total
meetings of the Edison International and SCE Boards (held during the
period for which each person had been a Director) and Committees on which
they served (during the periods that each person served), with the
exception of Mr. Nogales who attended 71% of the aggregate total meetings.
EDISON INTERNATIONAL SHAREHOLDERS ONLY
ITEM NO. 2 -- ADOPTION OF EDISON INTERNATIONAL EQUITY COMPENSATION PLAN
The Edison International Board of Directors has adopted, subject to
Edison International shareholder approval, the Edison International Equity
Compensation Plan (the "Plan"). The Plan is intended to promote the
interests of Edison International and its shareholders, to improve the
long-term financial performance of Edison International and its
affiliates, and to attract, retain and motivate qualified Directors and
employees for Edison International and its affiliates by providing them
with competitive equity-based financial incentives that link their
interests with the interests of Edison International shareholders.
If approved by the shareholders, the Plan will replace the Long-Term
Incentive Compensation Program (the "Prior Program") which was adopted by
the shareholders in 1992 and consists of (1) the Officer Long-Term
Incentive Compensation Plan, (2) the Management Long-Term Incentive
Compensation Plan, and (3) the Director Incentive Compensation Plan. No
new awards will be made under the Prior Program after approval of the Plan
by shareholders; however, it will remain in effect as long as any awards
remain outstanding under the Prior Program. Among other features discussed
below, the Plan authorizes issuance of additional shares, addresses Code
Section 162(m) requirements, and adds stock options as a means of
compensating Directors. In contrast to the Prior Program, various forms
of awards including restricted stock have been eliminated and repricing
nonqualified stock options has been prohibited.
A summary of the essential features of the Plan is provided below, but
is qualified in its entirety by reference to the full text of the Plan
which is included as Appendix A hereto.
General
The Plan authorizes the granting of awards ("Awards") to Executive
Officers and key management employees of Edison International and its
affiliates in the following forms: (i) options to purchase shares of
Edison International Common Stock, which may be in the form of statutory
or nonqualified stock options, (ii) stock appreciation rights,
(iii) performance awards, (iv) dividend equivalents, and (v) stock
payments. Restricted stock may not be awarded under the Plan. The Edison
International CEP Committee has used nonqualified stock options and
affiliate options (a form of performance award) to compensate Executive
Officers and key management employees in recent years. The Plan also
authorizes awards to non-employee Directors of stock grants or
nonqualified stock options. The optional forms of Awards are more fully
described below. By providing equity-
PAGE 25
<PAGE>
related compensation, the Board believes that the participants will have
a strong incentive to emphasize shareholder value.
Individuals eligible to participate in the Plan include Directors and
employees of Edison International and its affiliates. Subject to
selection as a participant as described below, approximately 14 Directors,
19 Executive Officers and 635 key management employees were eligible to
participate in the Plan as of February 18, 1998. Subject to approval of
the Plan by the shareholders, 1998 Awards have been authorized for 14
Directors contingent upon their election by the shareholders, 19 Executive
Officers, and 112 key management employees. Additional 1998 key
management employee Awards are currently in the planning stages.
Administration
The Plan Administrator is the Edison International CEP Committee
(excluding any member who would not be considered (i) an "outside
director" for purposes of Section 162(m) of the Code and the regulations
thereunder or (ii) a "non-employee director" within the meaning of Rule
16b-3(b)(3) of the Exchange Act). The Edison International CEP Committee
has full authority, consistent with the Plan, to select who will receive
Awards, determine the types of Awards to be granted and the times of
grant, determine the number of shares to be covered by any Award,
determine the terms and conditions of any Award, adopt, amend and rescind
rules and regulations for the administration of the Plan, interpret the
Plan, and decide any questions and settle all controversies and disputes
which may arise in connection with the Plan. Notwithstanding the
foregoing, the Edison International Board administers the Plan with
respect to any Awards made to Directors, and each participating company
will select recipients of Awards made to its own key management employees
other than Edison International Executive Officers.
Shares Available for Issuance
For the Prior Program, there were 95,755 shares remaining available for
issuance under the Officer Long-Term Incentive Compensation Plan, 745,443
shares remaining available under the Management Long-Term Incentive
Compensation Plan, and 171,200 shares remaining available under the
Director Incentive Compensation Plan as of December 31, 1997. To meet the
requirements of the new Plan, the Edison International Board of Directors
has authorized the annual issuance of shares equal to one percent of the
issued and outstanding shares of Edison International Common Stock as of
December 31 of the prior year. This authorization is cumulative so that
to the extent shares are not needed to meet Plan requirements in any year,
the excess authorized shares will carry over to subsequent years until
Plan termination. One percent of the issued and outstanding Edison
International Common Stock on December 31, 1997, was 3,757,644 shares.
The closing price of a share of Edison International Common Stock on the
New York Stock Exchange for February 25, 1998, was $27-5/16. The share
requirements of the Plan may be met through authorized and unissued shares
of Edison International Common Stock, or previously issued shares
reacquired for purposes of the Plan including shares purchased on the open
market.
Maximum Individual Awards
Except as otherwise described in "Amendment and Plan Term" below,
Awards of stock options to an individual employee during any calendar year
may not exceed 500,000 shares of Edison International Common Stock. Stock
grants to a Director during any calendar year may not exceed 2,500 shares
of "Edison International Common Stock, and nonqualified stock option
Awards to a Director during any calendar year may not exceed 12,500
shares.
Optional Forms of Awards
Statutory Stock Options provide the right to purchase Edison
International Common Stock at a specified price and must meet the
requirements of Section 422 of the Code. They may only be granted within
10 years of the adoption date of the Plan and may not have a term that is
greater than 10 years. Statutory stock options may not be granted at less
than the fair market value of the stock subject to the option on the date
of grant. Under current law, the fair market value on the date of grant
of the shares subject to statutory stock options granted to any one
participant that are exercisable in any one year generally may not exceed
$100,000.
PAGE 26
<PAGE>
Nonqualified Stock Options provide the right to purchase Edison
International Common Stock at a price that is no less than the fair market
value of the stock on the date of grant subject to such other terms and
conditions as may be specified by the Edison International CEP Committee
or Board.
Stock Appreciation Rights may be granted in connection with stock
options or separately. If SARs are granted in connection with options,
the options may be either nonqualified stock options or statutory stock
options. SARs granted in connection with stock options will provide for
payments to the holder based upon increases in the price of Edison
International Common Stock over the exercise price of the related option.
The Award will provide that the holder may exercise the SARs and/or the
option in whole or in part, but the aggregate exercise may not cover more
than the aggregate number of shares upon which the value of the SARs is
based. SARs granted in connection with options may not extend beyond the
term of the related option. SARs will be transferable only to the extent
that the related option is transferable.
Performance Awards are Awards linked to performance measures
established in the discretion of the Edison International CEP Committee
at the time of grant. The affiliate Awards shown in the table below
entitled "New Plan Benefits" are types of performance awards under the
Plan. The value that will be paid to the participant will depend on the
extent to which the established performance measures are met or exceeded.
Performance awards are payable in cash unless the Edison International CEP
Committee determines otherwise at the time of grant.
Dividend Equivalents entitle the participant to receive payments equal
to dividends that would be paid with respect to all or a portion of a
specified number of shares of Common Stock and may be awarded separately
or in connection with other Awards such as options or SARs. Dividend
equivalents are paid in accordance with the terms and conditions
established at the time of the Award by the Edison International CEP
Committee.
Stock Grants entitle the participant to receive a specified amount of
Edison International Common Stock on the grant date subject to such terms
and conditions established by the Board of Directors of Edison
International at the time the Award is made. Stock grants may also be
awarded in the form of stock units with payment deferred until retirement
or as otherwise specified by the Board of Directors of Edison
International. Stock grants may only be awarded to non-employee
Directors.
Stock Payments are Awards of Edison International Common Stock for all
or any portion of the compensation (other than base salary) that would
otherwise become payable to a participant in cash.
Amendment and Plan Term
The Edison International Board has the power to prospectively amend,
suspend or terminate the Plan at any time it determines it is in the best
interest of Edison International. Except for appropriate adjustments in
the event of a reorganization, stock split, stock dividend or other
transaction resulting in proportional adjustment of outstanding Edison
International Common Stock, no amendment will, without the approval of the
shareholders, increase the number of securities which may be issued under
the Plan, increase the maximum individual Award, or extend the term of the
Plan. The administrator may amend the terms and conditions of any Award
or cancel an Award as it deems advisable with the consent of the holder.
Repricing nonqualified stock options is not permitted. No additional
Awards will be made under the Plan after December 31, 2007.
Other Terms and Conditions
The administrator shall provide in the terms and conditions of the
Award at the time of grant the extent to which termination of employment,
or termination of service as a Director, will shorten the period for
exercising the Award. The provisions in the 1998 Awards relating to the
effect of termination of employment are consistent with the CEP
Committee's practice in recent years which is described in footnote (4)
to the table above entitled "Option/SAR Grants in 1997." The
administrator has discretion to vary such provisions by agreement on a
case-by-case basis as it deems appropriate and in the best interest of
Edison International except that it may not extend the exercise period
beyond the original term of the Award.
The Edison International CEP Committee has discretion to provide for
vesting of Awards upon a sale, merger or other form of reorganization
where Edison International is not the surviving corporation unless it
determines adequate provision for assumption of the Plan by the surviving
corporation is incorporated into the transaction.
PAGE 27
<PAGE>
Under certain circumstances, the Plan and any Award thereunder may not be
terminated and Awards must remain exercisable for at least a two-year
period following the reorganization.
The Plan permits granting Awards that are transferable by the
participant during his or her lifetime to the participant's spouse,
children or grandchildren, or to a trust or other vehicle established for
their benefit. Statutory stock options may be transferred only if
permitted at that time under the Code. In addition, notwithstanding the
term of an Award, the CEP Committee may approve delayed payment or
delivery of cash or shares otherwise payable to a participant under the
Plan.
New Plan Benefits Table
The future benefits or amounts that would be received under the Plan
are discretionary and are therefore not determinable at this time. The
following table presents certain information regarding 1998 Awards
authorized subject to shareholder approval of the Plan. Additional non-
Executive Officer employee awards that may be made during 1998 are
indeterminable at this time.
<TABLE>
<CAPTION>
NEW PLAN BENEFITS
EDISON INTERNATIONAL
EQUITY COMPENSATION PLAN
Nonqualified Stock Options(1) Stock Grants Affiliate Awards(1)
- ------------------------------------------------------------------------------------------------------------------
Dollar Number Dollar Number Dollar Number
Value ($) of Units (#) Value ($) of Units (#) Value($) of Units (#)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John E. Bryson, Chairman - 160,000 - - 0 0
of the Board and CEO of
Edison International and SCE
Stephen E. Frank, - 69,600 - - 0 0
President and Chief
Operating Officer of SCE
Bryant C. Danner, Executive - 44,700 - - 0 0
Vice President and General
Counsel of Edison International
and SCE
Edward R. Muller, - 13,300 - - 259,150 (2)
President and CEO of
Edison Mission Energy
Alan J. Fohrer, Executive Vice - 44,700 - - 0 0
President and Chief Financial
Officer of Edison International
and SCE
Thomas R. McDaniel, - 9,300 - - 181,050 (2)
President and CEO of
Edison Capital
Harold B. Ray, - 43,700 - - 0 0
Executive Vice President
of SCE
Executive Officers - 642,600(3) - - 850,000(3) (2)
Non-Executive - 0 (4) 11,200(4) - -
Officer Directors
Non-Executive - 600,200 - - 1,913,320 (2)
Officer Employees
</TABLE>
(1) The terms and conditions of the 1998 Edison International
nonqualified stock options and affiliate awards are similar to those
described in footnotes to the table above entitled "Option/SAR
Grants in 1997" except as
<PAGE 28> <PAGE>
follows: (i) the exercise price of the 1998 Edison International
options is $27.25, (ii) the options and affiliate awards will vest
25% per year over a four-year period and will expire on January 2,
2008, and (iii) a new form of affiliate award was approved for
Edison Enterprises (another indirect, nonutility subsidiary of
Edison International). The Edison Enterprises awards are based on
annual cash value added at Edison Enterprises which will be
converted to Edison International stock units following a one-year
performance period. These stock units will accrue dividend
equivalents and, once vested, will be payable in cash at the
election of the holder. No consideration was received by Edison
International or the Subsidiaries for the granting of these Awards.
(2) The indicated value will be translated into Edison Mission Energy,
Edison Capital or Edison Enterprises performance awards which are
linked to each affiliate's financial performance. The number of
units is indeterminable until affiliate valuations are completed
later in 1998.
(3) Executive Officers include the Named Officers. Therefore, the
amounts shown include the amounts shown for each of the Named
Officers.
(4) An Award of 500 shares of Edison International Common Stock and 300
deferred stock units has been authorized for each non-employee
Director elected or re-elected to the Board of Directors of Edison
International or SCE in 1998. Upon such election, the 500 share
stock grant will be made to each Director and the 300 stock units
will be credited to his or her deferred compensation plan account.
The stock units are based on Edison International Common Stock and
were awarded in connection with discontinuing additional benefit
accruals under the Director retirement plans. Each stock unit is
equal to one share of Edison International Common Stock. Stock
units will accrue dividends that will be converted into additional
stock units. No distributions of the deferred stock units will be
permitted prior to retirement from the Board, at which time they
will be payable in a cash lump sum unless the Board of Directors has
previously approved a Director's request to receive distribution in
the form of installment payments over 5, 10, or 15 years.
Resignation prior to retirement will result in a lump sum payment.
The value of the shares and the stock units is indeterminable at
this time and will depend on the value of Edison International
Common Stock on the date the participant is elected or re-elected as
a Director.
Certain Federal Income Tax Effects
Nonqualified Stock Options. Under present federal income tax
regulations, there will be no federal income tax consequences to either
the employer or the participant upon the grant of a nonqualified stock
option. However, the participant will realize ordinary income in an amount
equal to the excess of the fair market value of the Edison International
Common Stock acquired upon the exercise of the nonqualified stock option
over the exercise price, and the employer will receive a corresponding
deduction. The gain, if any, realized upon the subsequent disposition by
the participant of the Edison International Common Stock will constitute
short- or long-term capital gain, depending on the participant's holding
period.
Statutory Stock Options. Under present federal income tax regulations,
there will be no federal income tax consequences to either the employer
or the participant upon the grant of a statutory stock option or the
exercise thereof by the participant. If the participant holds the shares
of Edison International Common Stock for the greater of two years after
the date the Option was granted or one year after the acquisition of such
shares of Edison International Common Stock by exercising the option (the
"required holding period"), the difference between the aggregate option
price and the amount realized upon disposition of the shares of Edison
International Common Stock will constitute a long- or short-term capital
gain or loss depending on the participant's holding period after exercise,
and the employer will not be entitled to a federal income tax deduction.
If the shares of Edison International Common Stock are disposed of in a
sale, exchange or other "disqualifying disposition" during the required
holding period, the participant will realize taxable ordinary income in
an amount equal to the excess of the fair market value of the Edison
International Common Stock purchased at the time of exercise over the
aggregate option price, and the employer will be entitled to a federal
income tax deduction equal to such amount.
Stock Appreciation Rights. Under present federal income tax
regulations, a participant receiving a stock appreciation right will not
recognize income, and the employer will not be allowed a tax deduction,
at the time the Award is granted. When a participant exercises the SAR,
the amount of cash and the fair market value of any
<PAGE 29> <PAGE>
shares of Edison International Common Stock received will be ordinary
income to the participant and will be allowed as a deduction for federal
income tax purposes to the employer.
Performance Awards. Under present federal income tax regulations, a
participant receiving a Performance Award will not recognize income and
the employer will not be allowed a tax deduction at the time the Award is
granted. When a participant receives payment of a Performance Award, the
amount of cash and the fair market value of any shares of Edison
International Common Stock received will be ordinary income to the
participant and will be allowed as a deduction for federal income tax
purposes to the employer.
Dividend Equivalents. Under present federal income tax regulations, a
participant receiving a Dividend Equivalent will not recognize income and
the employer will not be allowed a tax deduction at the time the Award is
granted. When a participant receives payment of Dividend Equivalents, the
amount of cash or the fair market value of any shares of Edison
International Common Stock received will be ordinary income to the
participant and will be allowed as a deduction for federal income tax
purposes to the employer.
Stock Grants. Under present federal income tax regulations, when a
participant receives a Stock Grant in the form of actual shares, the fair
market value of the Edison International Common Stock received will be
ordinary income to the participant and will be allowed as a deduction for
federal income tax purposes to the employer. A participant receiving a
Stock Grant in the form of a stock unit with payment deferred until a
later date will not recognize income and the employer will not be allowed
a tax deduction at the time the Award is granted. When a participant
receives payment of the stock unit, the amount of cash and the fair market
value of any shares of Edison International Common Stock received will be
ordinary income to the participant and will be allowed as a deduction for
federal income tax purposes to the employer.
Stock Payments. Under present federal income tax regulations, when
compensation that would have been paid in cash is paid in Edison
International Common Stock, the fair market value of the Edison
International Common Stock received will be ordinary income to the
participant and will be allowed as a deduction for federal income tax
purposes to the employer.
Recommendation of Your Board of Directors "FOR" this Proposal.
The Edison International Board of Directors believes the Plan will
promote the interests of Edison International and its shareholders and
will enable Edison International and its affiliates to attract and retain
qualified Directors, executives and employees through compensation linked
to the long-term success of the companies. To approve the Plan, (i) a
majority of the Edison International votes cast must be affirmative, and
(ii) the affirmative votes cast must equal at least a majority of the
required quorum. For the purpose of determining the presence or absence
of a quorum for this proposal only, abstentions will be counted as votes
cast and broker nonvotes will not be counted. Under (i) above, votes for
or against the Plan and abstentions will count as votes cast; broker
nonvotes will have no effect on the vote and abstentions will have the
effect of a vote cast against this proposal. Under (ii), abstentions and
broker nonvotes will have the effect of a vote cast against this proposal.
Proxies solicited by the Board of Directors will be voted "FOR" the
proposal unless shareholders specify otherwise in their proxies or by
telephone.
The Edison International Board of Directors has adopted the Edison
International Equity Compensation Plan and recommends that Edison
International Shareholders vote "FOR" the proposal to adopt the Plan.
PAGE 30
<PAGE>
Stock Ownership of Certain Shareholders
The following table presents certain information regarding shareholders
who are known to Edison International or SCE to be beneficial owners of
more than 5% of any class of Edison International's or SCE's voting
securities as of December 31, 1997:
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
Class of Stock Name and Address of Shareholder Ownership(1) of Class
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SCE Common Stock Edison International 434,888,104(2) 100%
2244 Walnut Grove Avenue
Rosemead, California 91770
Edison International
Common Stock Wells Fargo Bank, N.A. 31,392,352(3) 8.23%
633 W. Fifth Street
Los Angeles, California 90017
</TABLE>
- -------------
(1) Unless otherwise indicated, shares are held in shareholder's name.
(2) In the formation of a holding company, Edison International became
the holder of all issued and outstanding shares of SCE Common Stock
on July 1, 1988.
(3) The shares reported are held in trust accounts for the economic
benefit of the beneficiaries of those accounts. Wells Fargo Bank
acts as Trustee for the SSPP. Of the total number of shares shown,
29,983,003 shares of the class, or 7.98%, is held as the SSPP
Trustee. SSPP Plan shares are voted in accordance with instructions
given by participants, whether vested or not. SSPP shares for which
instructions are not received may be voted by the Trustee in its
discretion.
INDEPENDENT PUBLIC ACCOUNTANTS
The Edison International and SCE Boards of Directors have appointed
Arthur Andersen LLP as independent public accountants to conduct the
annual examination of the financial statements of Edison International and
SCE for the year ending December 31, 1998. Arthur Andersen LLP is an
international public accounting firm which provides leadership in public
utility accounting matters.
Representatives of Arthur Andersen LLP are expected to be present at
the annual meetings, where they will have the opportunity to make a
statement if they so desire and respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETINGS
Under the Edison International and SCE Bylaws, shareholders intending
to bring any business before an Annual Meeting of Shareholders of either
Edison International or SCE, including nominations of persons for election
as Directors, must give written notice to the Secretary of Edison
International or SCE, as the case may be, of the business to be presented.
The notice must be received at the Edison International or SCE offices
within the periods and must be accompanied by the information and
documents specified in their respective bylaws. A copy of the bylaws may
be obtained by writing to the Secretary of Edison International or SCE.
Assuming that the 1999 Annual Meetings of Shareholders are held on
April 15, 1999, as currently specified by the bylaws, the period for the
receipt by either company of written notice of business to be brought by
shareholders before the 1999 Annual Meetings of Shareholders will commence
on December 16, 1998, and end on February 14, 1999.
Shareholder proposals intended to be included in Edison International's
or SCE's respective proxy statement and forms of proxy relating to the
1999 annual meetings must be received by Edison International or SCE, as
the case may be, no later than November 9, 1998, under the SEC's
shareholder proposal rule.
PAGE 31
<PAGE>
Availability of Form 10-K
The Edison International and SCE Annual Reports on Form 10-K, including
the financial statements and the financial statement schedules, required
to be filed with the SEC pursuant to Rule 13a-1 under the Exchange Act,
for the fiscal year ended December 31, 1997, will be furnished without
charge to shareholders upon written request. This report is expected to
be available for distribution after March 30, 1998. A copy may be
requested by writing to the Law Department, Attn: Corporate Governance,
Edison International (or Southern California Edison Company, as the case
may be), 2244 Walnut Grove Avenue, P.O. Box 350, Rosemead, California
91770.
OTHER MATTERS
If any matters not referred to in the proxy properly come before the
meeting, including shareholder proposals which have been excluded pursuant
to Rule 14a-8 under the Exchange Act, the persons named in the proxy will
vote the shares represented thereby in accordance with their judgment.
Discretionary authority to do so is included in the proxy.
The Edison International and SCE Boards of Directors were not aware at
a reasonable time before solicitation of proxies began of any other
matters that would be presented for action at the meeting.
Dated March 9, 1998.
For the Boards of Directors,
BEVERLY P. RYDER
BEVERLY P. RYDER, Secretary
Edison International and
Southern California Edison Company
PAGE 32
<PAGE>
APPENDIX A
EDISON INTERNATIONAL
EQUITY COMPENSATION PLAN
Effective January 1, 1998
WHEREAS, the Officer and Management Long-Term Incentive Compensation Plans
and the Director Incentive Compensation Plan were approved by the
shareholders of SCEcorp on April 16, 1992 and were subsequently amended
and restated as Edison International plans; and
WHEREAS, it is deemed desirable and appropriate to replace those plans
with a new plan called the Edison International Equity Compensation Plan
("Plan") and to authorize the issuance of additional shares of Common
Stock under the Plan;
NOW, THEREFORE, the Plan is established effective January 1, 1998 subject
to approval by the shareholders of Edison International, to be solicited
at the annual meeting of the shareholders to be held on April 16, 1998,
or at any adjournment thereof within twelve months following the date of
the Plan's adoption by the Board of Directors, and subject to the
following terms and conditions:
1. GENERAL
1.1 Purpose.
The purpose of the Plan is to improve the long-term financial and
operational performance of Edison International and its affiliates by
providing eligible Participants a financial incentive which reinforces and
recognizes long-term corporate, organizational and individual performance
and accomplishments. The Plan is further intended to promote the
interests of Edison International and its shareholders by attracting and
retaining qualified officers, employees and directors and aligning their
interests with those of the other shareholders by encouraging Participants
to acquire Common Stock or otherwise increase their proprietary interest
in Edison International.
1.2 Participation.
The Administrator has authority, in its sole discretion, to determine and
designate from time-to-time from among the Eligible Persons, those who are
to be granted Plan Awards and thereby become Participants in the Plan.
1.3 Operation, Administration and Definitions.
The operation and administration of the Plan, and the Plan Awards are
subject to the provisions of Article 3. Capitalized terms in the Plan are
defined in Article 4.
2. PLAN AWARDS
2.1 General.
The Administrator may grant any Plan Award except as otherwise provided
in this Article 2 to eligible Executive Officers and Key Management
Employees. The Administrator may grant only Nonqualified Stock Options
or Stock Grants to Directors. Awards may be granted as alternatives or
replacements of awards outstanding under any other plan or arrangement of
another business or entity, all or a portion of which is acquired by an
EIX Company. Each Plan Award will be evidenced by a written instrument
specifying the date of grant and may include or incorporate by reference
any additional terms and conditions consistent with the Plan as determined
in the discretion of the Administrator. The Administrator may grant any
Plan Award permitted under the Plan which is otherwise payable in Common
Stock in the form of a cash equivalent award.
PAGE A-1
<PAGE>
2.2 Nonqualified Stock Options.
The grant of a Nonqualified Stock Option entitles the Participant to
purchase shares of Common Stock at an exercise price established by the
Administrator. Nonqualified Stock Options awarded pursuant to the Plan
are subject to the following terms and conditions:
(a) The exercise price of each Nonqualified Stock Option will be
determined by a method established by the Administrator at the time
of the grant, except that the exercise price may not be less than one
hundred percent of the Fair Market Value of the Common Stock as of the
Pricing Date.
(b) Upon the exercise of a Nonqualified Stock Option, the purchase price
will be payable in full in cash and/or its equivalent, such as Common
Stock, acceptable to Edison International. Any shares so assigned and
delivered to Edison International in payment or partial payment of the
purchase price will be valued at their Fair Market Value on the
exercise date.
(c) No fractional shares will be issued pursuant to the exercise of a
Nonqualified Stock Option. Cash payments will be made in lieu of
fractional shares.
2.3 Statutory Stock Options.
The grant of a Statutory Stock Option entitles the Participant to purchase
shares of Common Stock at an exercise price established by the
Administrator. Statutory Stock Options awarded pursuant to the Plan will
be subject to the following terms and conditions:
(a) The purchase price of each share of Common Stock under a Statutory
Stock Option will be at least equal to the Fair Market Value of a
share of the Common Stock on the date of grant; provided, however,
that if a Participant, at the time a Statutory Stock Option is
granted, owns stock representing more than ten percent of the total
combined voting power of all classes of stock of Edison International
(as defined in Section 424(d) or (e) of the Code), then the exercise
price of each share of Common Stock subject to such Statutory Stock
Option will be at least one hundred and ten percent of the Fair Market
Value of such share of Common Stock on the date of grant.
(b) No Statutory Stock Option may be awarded more than ten years after
this Plan is adopted, nor may it be exercised more than ten years from
the date of the grant. Each Statutory Stock Option granted under this
Plan will also be subject to earlier termination as provided in this
Plan.
(c) Upon the exercise of a Statutory Stock Option, the purchase price will
be payable in full in cash and/or its equivalent, such as Common
Stock, acceptable to Edison International. Any shares so assigned and
delivered to Edison International in payment or partial payment of the
purchase price will be valued at their Fair Market Value on the
exercise date.
(d) The Fair Market Value (determined at the time the Statutory Stock
Option is granted) of the shares of Common Stock for which any
Participant may be granted Statutory Stock Options that are first
exercisable during any one calendar year (including Statutory Stock
Options under all plans of Edison International) will not in the
aggregate exceed $100,000. To the extent that the aggregate Fair
Market Value of such shares exceeds $100,000, such Options shall be
treated as Nonqualified Stock Options.
(e) No fractional share will be issued pursuant to the exercise of a
Statutory Stock Option. Cash payments will be made in lieu of
fractional shares.
2.4 Stock Appreciation Rights.
The grant of a Stock Appreciation Right entitles the Participant to
receive in cash or stock, the value equal to all or a portion of the
appreciation in value of Common Stock determined pursuant to Subsection
2.4(d). Stock Appreciation Rights awarded pursuant to the Plan will be
subject to the following terms and conditions:
(a) A Stock Appreciation Right may be granted:
(i) at any time if unrelated to an Option;
(ii) either at the time of grant, or at any time thereafter during the
option term if related to a Nonqualified Stock Option;
(iii)only at the time of grant if related to a Statutory Stock
Option.
PAGE A-2
<PAGE>
(b) A Stock Appreciation Right granted in connection with an Option will
entitle the Holder of the related Option, upon exercise of the Stock
Appreciation Right and surrender of the related Option, or any portion
thereof to the extent unexercised, with respect to the number of
shares as to which such Stock Appreciation Right is exercised, to
receive payment of an amount computed pursuant to Subsection 2.4(d).
Such Option will, to the extent surrendered, then cease to be
exercisable.
(c) Subject to Subsection 2.4(g), a Stock Appreciation Right granted in
connection with an Option hereunder will be exercisable at such time
or times, and only to the extent that a related Option is exercisable,
and will not be transferable except to the extent that such related
Option may be transferable.
(d) Upon the exercise of a Stock Appreciation Right related to an Option,
the Holder will be entitled to receive payment of an amount determined
by multiplying:
(i) The difference obtained by subtracting the purchase price of a
share of Common Stock specified in the related Option from the
Fair Market Value of a share of Common Stock on the date of
exercise of such Stock Appreciation Right, by
(ii) The number of shares to which such Stock Appreciation Right has
been exercised.
(e) The Administrator may grant Stock Appreciation Rights unrelated to
Options. Subsection 2.4(d) will be used to determine the amount
payable at exercise of such Stock Appreciation Rights if Fair Market
Value is used, except that Fair Market Value will not be used if the
Administrator specified in the award that book value or another
measure as deemed appropriate by the Administrator was to be used.
In applying the formula in Subsection 2.4(d), the initial share value
specified in the Stock Appreciation Right award will be used in lieu
of the price "specified in the related Option."
(f) Payment of the amount determined under Subsection 2.4(d) or (e) may
be made solely in whole shares of Common Stock in a number determined
at their Fair Market Value on the date of exercise of the Stock
Appreciation Right or alternatively, at the sole discretion of the
Administrator, solely in cash or in a combination of cash and shares
as the Administrator deems advisable. If the Administrator decides
to make full payment in shares of Common Stock, and the amount payable
results in a fractional share, no fractional share will be issued.
Payment for the fractional share will be made in cash only.
(g) The Administrator may, at the time a Stock Appreciation Right is
granted, impose such conditions on the exercise of the Stock
Appreciation Right as may be required to satisfy the requirements of
Rule 16b-3, as applicable (or any other comparable provisions in
effect at the time or times in question). Without limiting the
generality of the foregoing, the Administrator may determine that a
Stock Appreciation Right may be exercised only during the period
beginning on the third business day and ending on the twelfth business
day following the publication of Edison International's quarterly and
annual summarized financial data.
2.5 Performance Awards.
The grant of a Performance Award entitles the Participant to receive in
cash an amount determined by formula established by the Administrator over
a specified term. Performance Awards may be based on Common Stock
performance over a period determined in advance by the Administrator or
may be based on any other measures as determined appropriate by the
Administrator, including the performance of hypothetical equity-related
measures of any EIX Company. Payment will be in cash unless replaced by
a Stock Payment in full or in part as determined by the Administrator.
2.6 Dividend Equivalents.
The grant of Dividend Equivalents entitles the Participant to receive cash
or stock based on the dividends declared on the Common Stock on record
dates during the period between the date a Plan Award is granted and the
date such Plan Award is exercised or paid. Dividend Equivalents may be
awarded separately or in connection with Plan Awards, whether payable in
cash or Common Stock. Subject to Sections 3.3 and 3.4, such Dividend
Equivalents will be converted to cash or additional shares by such formula
and at such time as may be determined by the Administrator.
PAGE A-3
<PAGE>
2.7 Stock Grants.
The award of a Stock Grant entitles the Participant to receive a specified
amount of Common Stock on the grant date. Stock Grants may be awarded
pursuant to the Plan to non-employee Directors only subject to the terms
and conditions established at the time of the award. Stock Grants may
also be awarded in the form of stock units with payment in cash delayed
until retirement or as otherwise provided at the time of grant.
2.8 Stock Payments.
The Administrator may approve Stock Payments of Common Stock to Eligible
Persons for all or any portion of the compensation (other than base
salary) that would otherwise become payable to a Participant in cash.
Notwithstanding anything to the contrary contained in this Plan, if the
written instrument evidencing any Plan Award states that the Plan Award
will be paid in cash, the Administrator may not make a Stock Payment in
lieu thereof, and the Plan Award will be redeemable or exercisable by the
Holder only for cash.
3. OPERATION AND ADMINISTRATION
3.1 Effective Date of Plan and Duration.
This Plan will become effective on January 1, 1998, subject, however, to
approval by the shareholders of Edison International at their next annual
meeting or at any adjournment thereof, within twelve months following the
date of its adoption by the Board of Directors. Unless the Plan is
terminated earlier pursuant to Section 3.6, no Plan Awards will be made
after December 31, 2007.
3.2 Administration.
(a) The Plan will be administered with respect to Executive Officers, Key
Management Employees, or Directors as follows:
(i) Executive Officers. The Administrator of the Plan for purposes
of Plan Awards made to Executive Officers is the Committee. The
Administrator has, and may exercise, such powers and authority
of the Board as may be necessary or appropriate for the
Administrator to carry out its functions as described in the
Plan. The Administrator has sole authority in its discretion to
determine the Executive Officers to whom, and the time or times
at which, Plan Awards may be granted, the nature of the Plan
Award, the number of shares of Common Stock or the amount of cash
that makes up each Plan Award, the pricing and amount of any Plan
Award, the objectives, goals and performance criteria (which need
not be identical) utilized to measure the value of Plan Awards,
the form of payment (cash or Common Stock or a combination
thereof) upon the event or events giving rise to payment of a
Plan Award, the vesting schedule of any Plan Award, the term of
any Plan Award, and such other terms and conditions applicable
to each individual Plan Award as the Administrator will
determine. The Administrator may grant at any time additional
Plan Awards to Participants who have previously received Plan
Awards during the year. The purchase price or initial value of
the Plan Awards may be established by the Administrator without
regard to the existing Plan Awards or such other grants.
Further, the Administrator may, with the consent of a
Participant, amend the terms of any existing Plan Award
previously granted to include or amend any provisions which could
be incorporated in such a Plan Award at the time of such
amendment except that repricing of Nonqualified Stock Options is
not permitted.
The Administrator has the sole authority to interpret the Plan,
to determine the terms and provisions of the Plan Award
agreements, and to make all determinations necessary or advisable
for the administration of the Plan. The Administrator has
authority to prescribe, amend, and rescind rules and regulations
relating to the Plan. All interpretations, determinations, and
actions by the Administrator will be final, conclusive, and
binding upon all parties. Any action of the Administrator with
respect to the administration of the Plan will be taken pursuant
to a majority vote or by the unanimous written consent of its
members. The Administrator may delegate to one or more agents
such nondiscretionary administrative duties as it may deem
advisable.
(ii) Key Management Employees. The Administrator of the Plan for
purposes of Plan Awards made to Key Management Employees is the
Committee which will administer the Plan and Plan Awards as
provided in Paragraph 3.2(a)(i) except as provided in this
Paragraph 3.2(a)(ii). The Committee will annually determine the
type or types of Plan Awards, the total number of Plan Awards to
be authorized under the Plan for the following year, the prices
of Plan Awards (which may be any lawful consideration as
PAGE A-4
<PAGE>
determined by the Committee), any additional terms and
conditions, and the form of the documentation to be utilized.
The Committee will allocate a portion of the total number of Plan
Awards to each EIX Company. Each EIX Company will then have the
authority to determine to whom Plan Awards will be granted and
the amount of the individual awards.
Each EIX Company may grant Plan Awards to newly eligible
individuals at any time during the year provided the total number
of Plan Awards authorized by the Committee for that EIX Company
for that year is not exceeded. With the consent of Edison
International, additional Plan Awards may be granted to
Participants who have previously received Plan Awards during the
year. The purchase price or initial value of the Plan Awards may
be established without regard to the existing Plan Awards or such
other grants. Further, with the consent of Edison International
and the Participant, each EIX Company may amend the terms of any
existing Plan Award previously granted to include or amend any
provisions which could have been incorporated in such a Plan
Award at the time of such amendment except that repricing of
Nonqualified Stock Options is not permitted.
(iii)Directors. The Plan will be administered as provided under
Paragraph 3.2(a)(i) with respect to any Plan Award made to a
Director except that the Board will be substituted for any
reference therein to the Committee. With respect to any
reference throughout the Plan as to discretion exercised by the
Committee, such discretion will be exercised by the Board with
respect to Directors.
(b) No member of the Board or the Committee or agent or designee thereof
will be liable for any action or determination made in good faith with
respect to the Plan or any transaction arising under the Plan.
(c) Notwithstanding the provisions of Section 3.6 regarding the term of
the Plan, all authority of the Board and the Committee with respect
to Plan Awards hereunder, including (subject to share limits) the
authority to amend outstanding Plan Awards, shall continue after the
term of the Plan, so long as any Plan Award remains outstanding. The
Administrator shall have the authority to permit a deferred payment
in respect of Plan Awards under any deferred compensation plan of
Edison International, consistent with Subsection 3.5(b). Any such
settlement or deferral shall not be deemed a new award hereunder so
long as all shares issuable in respect thereof do not exceed the
aggregate number of shares subject to the Plan Award so paid thereby.
3.3 Aggregate and Maximum Awards Under Plan.
(a) Effective on the Approval Date, and subject to the provisions of
Sections 3.3 and 3.4 of the Plan, the aggregate annual number of
shares of Common Stock that may be issued or transferred pursuant to
Plan Awards, and the total aggregate annual value of Plan Awards other
than Dividend Equivalents which are payable in a form other than
Common Stock, will not exceed one percent of the total issued and
outstanding shares of Common Stock, as of December 31 of the next
preceding year, cumulative from the Approval Date until the Plan
termination date, or the fair market value of such shares as
determined on the dates of grant of the Plan Awards. Any shares of
Common Stock available that are not awarded during a calendar year,
or portion thereof, will be available for grant in any subsequent
year, or portion thereof. On an annual basis, as long as any Plan
Awards are outstanding and have not been paid, Dividend Equivalents
payable in cash will not exceed the annual dividend payable on the
aggregate shares of Common Stock authorized under the Plan cumulative
from the Approval Date.
(b) No Plan Award to an individual Participant, other than a Director,
during any calendar year will exceed 500,000 shares of Common Stock
or the value of such shares at the time of grant except that the
maximum number of Statutory Stock Options will also not exceed the
limitations set forth in Section 2.3. No Stock Grant to a Director
during any calendar year will exceed 2,500 shares of Common Stock, and
no Nonqualified Stock Option award to a Director during any calendar
year will exceed 12,500 shares of Common Stock. The shares to be
delivered under the Plan will be made available, at the discretion of
Edison International, either from authorized but unissued shares of
Common Stock or from shares purchased on the open market.
(c) If any Plan Award expires, is forfeited, is canceled, or otherwise
terminates for any reason other than upon exercise or payment, the
shares of Common Stock (provided the Participant receives no benefit
of ownership) or equivalent value that could have been delivered will
not be charged against the limitations provided above and may again
be made subject to Plan Awards. However, shares subject to Stock
Appreciation Rights settled
PAGE A-5
<PAGE>
in cash will not be charged against the share limitations provided
above, but only against the fair market value limitation.
3.4 Adjustment Provisions.
(a) Subject to the provisions of this Section 3.4, if the outstanding
shares of Common Stock are increased, decreased, or exchanged for a
different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are
distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of all or
substantially all of the property of Edison International,
reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other distribution with respect
to such shares of Common Stock or other securities, an appropriate and
proportionate adjustment may be made in (i) the maximum number and
kind of shares provided in Article 3 of the Plan, (ii) the maximum
individual award, (iii) the number and kind of shares or other
securities subject to the then outstanding Plan Awards, and (iv) the
price for each share or other unit of any other securities subject to
the then outstanding Plan Awards without change in the aggregate
purchase price or value as to which Plan Awards remain exercisable or
subject to restrictions.
(b) Despite the foregoing, upon dissolution or liquidation of Edison
International, or upon a reorganization, merger, or consolidation of
Edison International with one or more corporations as a result of
which Edison International is not the surviving corporation, or upon
the sale of all or substantially all the property of Edison
International, all Options, Stock Appreciation Rights, and other Plan
Awards then outstanding under the Plan will be fully vested and
exercisable unless provisions are made in connection with such
transaction for the continuance of the Plan and the assumption of or
the substitution for such Plan Awards of new Options, Stock
Appreciation Rights, or other Plan Awards covering the stock of a
successor employer corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and
prices.
(c) Any adjustments pursuant to this Section 3.4 will be made by the
Administrator, whose determination as to what adjustments will be made
and the extent thereof will be final, binding, and conclusive. No
fractional interest will be issued under the Plan on account of any
such adjustments. Only cash payments will be made in lieu of
fractional shares.
(d) Notwithstanding the foregoing, if a reorganization, merger,
consolidation, or other corporate transaction is consummated following
and related to the occurrence of a Distribution Date, as that term is
defined in the Rights Agreement approved by the Edison International
Board of Directors on November 20, 1996, as a result of which Edison
International is not the surviving corporation, all Options, Stock
Appreciation Rights, and other Plan Awards then outstanding under the
Plan will fully vest. This Plan may not be terminated, nor may any
Plan Award be cashed out, modified or terminated without the consent
of the Holder, by Edison International or its successor in interest
during the subsequent period necessary to allow Plan Awards to remain
exercisable for at least two years following the close of the
transaction, or where applicable, through the first exercise period
occurring at least two years after the close of the transaction.
During such subsequent period, valuation procedures and exercise
periods will occur on a basis consistent with past practice.
3.5 General Provisions.
(a) With respect to any share of Common Stock issued or transferred under
any provision of the Plan, such shares may be issued or transferred
subject to such conditions, in addition to those specifically provided
in the Plan, as the Administrator may direct.
(b) Notwithstanding the term of a Plan Award, the Administrator may
approve the delayed payment or delivery of any cash or shares of
Common Stock which may become due under the Plan. Any such delayed
payment or delivery must specifically be authorized by the
Administrator in writing and shall be subject to any conditions,
restrictions or requirements as the Administrator may determine.
The Administrator may permit the deferral of any cash or Common Stock
payable in respect of a Plan Award in the form of Stock Units which
may earn Dividend Equivalents and other compensation in respect
thereof, and the Committee may provide that such Stock Units and
Dividend Equivalents shall eventually be paid in the form of shares
of Common Stock (subject to share limits).
In the event that the purchase price of an Option is paid in full in
shares of Common Stock and the delivery of shares of Common Stock in
excess of the option price is deferred, Stock Units may be credited
in respect of
<PAGE A-6> <PAGE>
such excess shares and may earn Dividend Equivalents or other
compensation in respect thereof, and the number of shares of Common
Stock issued in respect of the deferred shares may include the number
of such deferred shares and the number of Stock Units credited as
Dividend Equivalents (subject to share limits).
In addition, during the term of the Plan, the Committee may grant
Stock Units to selected employees as dividend equivalents under and
as set forth in any Edison International option gain deferral program
(the "Deferral Program") and may deliver shares of Common Stock in
respect to such Stock Units pursuant to the selected employee's
election under the Deferral Program.
(c) Nothing in the Plan or in any instrument executed pursuant to the Plan
will confer upon any Holder any right to continue in the employ of an
EIX Company or affect the right of the EIX Company to terminate the
employment of any Holder at any time with or without cause.
(d) No shares of Common Stock will be issued or transferred pursuant to
a Plan Award unless and until all then applicable requirements imposed
by federal and state securities and other laws, rules, and regulations
and by any regulatory agencies having jurisdiction, and by any stock
exchanges upon which the Common Stock may be listed, have been fully
met. As a condition precedent to the issue of shares pursuant to the
grant or exercise of a Plan Award, Edison International may require
the Holder to take any reasonable action to meet such requirements.
(e) No Holder (individually or as a member of a group) and no beneficiary
or other person claiming under or through such Holder will have any
right, title, or interest in or to any shares of Common Stock
allocated or reserved under the Plan or subject to any Plan Award
except as to such shares of Common Stock, if any, that have been
issued or transferred to such Holder.
(f) Except to the extent prohibited by applicable law or the applicable
rules of a stock exchange, the Administrator may delegate all or any
portion of its responsibilities and powers to any one or more of its
members or any other person or persons selected by it. Such
delegation may be revoked by the Administrator at any time.
(g) Edison International may make such provisions as it deems appropriate
to withhold any taxes which it determines it is required to withhold
in connection with any Plan Award. Subject to this Subsection,
however, and without in anyway limiting the generality of Section 2.4,
the Administrator, in its sole discretion and subject to such rules
as the Administrator may adopt, may permit Participants to elect (i)
cash settlement of any Plan Award, or (ii) to apply a portion of the
shares of Common Stock they are otherwise entitled to receive pursuant
to a Plan Award, or shares of Common Stock already owned, to satisfy
the tax withholding obligation arising from the receipt, vesting, or
exercise of any Plan Award, as applicable.
(h) No Plan Award and no right under the Plan, contingent or otherwise,
will be assignable or subject to any encumbrance, pledge, or charge
of any nature, or otherwise transferable (meaning, without limitation,
that such Plan Award or right is exercisable during the Holder's
lifetime only by him/her or by his/her guardian or legal
representative) except that, under such rules and regulations as
Edison International may establish pursuant to the terms of the Plan,
a beneficiary may be designated with respect to a Plan Award in the
event of death of a Holder of such Plan Award, and Plan Awards may be
transferred pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income
Security Act, or the regulations promulgated thereunder. If such
beneficiary is the executor or administrator of the estate of the
Holder of such Plan Award, any rights with respect to such Plan Award
may be transferred to the person or persons or entity (including a
trust) entitled thereto under the will of the Holder of such Plan
Award, or, in the case of intestacy, under the laws relating to
intestacy. Plan Awards transferred remain subject to all applicable
terms, conditions and restrictions.
(i) Notwithstanding Subsection (h), the Administrator will have the
authority, in its discretion, to grant (or to sanction by way of
amendment of an existing grant) Plan Awards which may be transferred
by the Participant during his/her lifetime to any member of his/her
immediate family or to a trust, limited liability corporation, family
limited partnership or other equivalent vehicle, established for the
exclusive benefit of one or more members of his/her immediate family,
in which case the written documentation containing the terms and
conditions of such Plan Awards will so state. A transfer of a Plan
Award pursuant to this Subsection may only be effected by the
Administrator at the written request of a Participant and will become
effective only when recorded in Edison International's record of
outstanding Plan Awards. In the event a Plan Award is transferred as
contemplated in this Subsection, such Plan Award may not be
subsequently transferred by the
PAGE A-7
<PAGE>
transferee except by will or the laws of descent and distribution.
In the event a Plan Award is transferred as contemplated in this
Subsection, such Plan Award will continue to be governed by and
subject to the terms, conditions and restrictions of the Plan and the
relevant grant. A transfer of a Statutory Stock Option as such
pursuant to this provision will only be permissible if and to the
extent that Section 422 of the Code, as in effect from time to time,
does not cause such Statutory Stock Option to be treated as a non-
statutory stock option that does not meet the requirements of Section
422 of the Code. As used in this Subsection, "immediate family" will
mean, with respect to any person, a spouse, child, stepchild or
grandchild, and will include relationships arising from legal
adoption.
(j) No fractional shares will be issued under the Plan. Only cash
payments will be made in lieu of fractional shares.
(k) Each EIX Company will be liable for payment of cash due under the Plan
with respect to any Participant to the extent that such benefits are
attributable to services rendered for that EIX Company by the
Participant. Any disputes related to liability of an EIX Company for
cash payments will be resolved by the Committee.
(l) Future services shall not constitute payment or part payment for
previously unissued shares of Common Stock to be paid as a Plan Award.
(m) Edison International may, in its discretion, repurchase shares
received upon exercise of a Plan Award if requested by the Holder.
(n) This Plan will be governed by the laws of the State of California.
3.6 Amendment and Termination of the Plan.
(a) The Board will have the power, in its discretion, to amend, suspend,
or terminate the Plan at any time if, in the sole judgment of the
Board, such action is in the best interests of Edison International.
No amendment will, without approval of the shareholders of Edison
International, except as provided in Section 3.4 of the Plan,
materially increase the number of securities which may be issued under
the Plan, the maximum individual Plan Award, or the duration of the
Plan.
(b) The Administrator may, with the consent of a Holder, make such
modifications in the terms and conditions of any Plan Award as it
deems advisable or cancel the Plan Award (with or without
consideration). No amendment, suspension, or termination of the Plan
will, without the consent of the Holder, alter, terminate, impair, or
adversely affect any right or obligation under any Plan Award
previously granted under the Plan.
3.7 Termination of Employment.
(a) The Administrator shall provide in the terms and conditions of any
Plan Award at the time of grant the extent to which termination of
employment, or termination of service as a Director, will shorten the
period for exercising an Award.
(b) In the event a Holder of a Plan Award ceases to be an employee, the
Holder must have been a Participant for the entire incentive or
vesting period applicable to the Plan Award in order to be eligible
for the full amount of any such Plan Award. Pro-rata awards may be
distributed to Participants who are discharged or who terminate their
employment for reasons other than incompetence, misconduct or fraud,
or who retired or became disabled during the incentive period, or who
were Participants for less than the full incentive period. A pro-
rata award may be made to a Participant's designated beneficiary in
the event of death of a Participant during an incentive period prior
to an award being made.
(c) The Administrator may in its sole discretion determine, with respect
to a Plan Award, that any Holder who is on a leave of absence for any
reason will be considered as still in the employ of an EIX Company,
provided that rights to such Plan Award during an unpaid leave of
absence will be limited to the extent to which such right was earned
or vested at the commencement of such leave of absence.
(d) The Administrator may vary the requirements of this Section 3.7 in the
terms and conditions of a Plan Award at the time of grant, or on a
case-by-case basis thereafter, as it deems appropriate and in the best
interests of Edison International. The Administrator may accelerate
the vesting of all, or a portion of any Plan Award, and may extend the
above-described exercise periods to as long as the term provided in
the terms and conditions of the original Plan Award.
PAGE A-8
<PAGE>
4. DEFINITIONS.
Whenever the following terms are used in this Plan, they will have the
meanings specified below unless the context clearly indicates otherwise:
"Administrator" is the Committee or the Board as determined under Article
3.
"Approval Date" means April 16, 1998, or such later date on which
shareholder approval of the Plan occurs.
"Board of Directors" or "Board" means the Board of Directors of Edison
International.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means those Directors on the Compensation and Executive
Personnel Committee of the Board who qualify as both "non-employee
Directors" under Rule 16b-3 and "outside Directors" under Section 162(m)
of the Code. The Board will ensure at least two members are qualified to
administer the Plan at all times.
"Common Stock" means the common shares of Edison International.
"Director" means a non-employee member of the Board of Directors of an EIX
Company.
"Dividend Equivalent" means the additional amount of cash or Common Stock
as described in Section 2.6 of the Plan.
"EIX Company" means Edison International or the Edison International
affiliate that the Participant serves as an employee or Director. For
this purpose, an Edison International affiliate is any company during any
period in which it is a "subsidiary company" as that term is defined in
Section 424(f) of the Code.
"Eligible Person: means Directors, Executive Officers, or Key Management
Employees of an EIX Company.
"Executive Officer" means an executive officer of Edison International,
as determined from time-to-time by Edison International pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended, and may
include one or more individuals who are officers of other EIX Companies.
"Fair Market Value" means the average of the highest and lowest sale
prices for the Common Stock as reported in the western edition of THE WALL
STREET JOURNAL for the New York Stock Exchange Composite Transactions for
the date as of which such determination is made.
"Holder" means a person holding a Plan Award.
"Key Management Employee" means an officer or management employee of an
EIX Company whose participation as such has been approved by the Committee
or the EIX Company and who has not been determined to be an Executive
Officer of Edison International pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended.
"Nonqualified Stock Option" means an option, other than a Statutory Stock
Option, granted pursuant to Section 2.2 of the Plan.
"Option" means either a Nonqualified Stock Option or Statutory Stock
Option.
"Participant" is an Eligible Person who has been granted a Plan Award.
"Performance Award" means a Plan Award granted pursuant to Article 2.5 of
the Plan.
"Plan" means the Equity Compensation Plan as set forth herein, which may
be amended from time-to-time.
"Plan Award" means any award (including any award or crediting of Stock
Units) which may be made under the Plan by the Administrator.
"Pricing Date" means the date the Plan Award is granted except that the
Administrator may provide that the Pricing Date is the date the recipient
is hired or promoted if the grant of the Plan Award occurs within 90 days
of such event.
"Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
PAGE A-9
<PAGE>
"Statutory Stock Option" means an option as defined under Section 422 of
the Code granted pursuant to Section 2.3 of the Plan.
"Stock Appreciation Right" or "Right" means a right granted pursuant to
Section 2.4 of the Plan.
"Stock Grant" means an award made in shares of Common Stock or Stock Units
pursuant to Section 2.7 of the Plan.
"Stock Payment" means a payment pursuant to Section 2.8 in shares of
Common Stock to replace all or any portion of the compensation (other than
base salary) that would otherwise become payable to a Participant in cash.
"Stock Unit" means a non-voting unit of measurement which is deemed for
bookkeeping purposes to be equivalent to one outstanding share of Common
Stock (subject to adjustment).
PAGE A-10
<PAGE>
March 9, 1998
Securities and Exchange Commission
Washington, D.C., 20549
Re: Edison Internatonal Supplemental Information
Ladies and Gentlemen:
On behalf of Edison International, please be advised that pursuant
to the instructions to Item 10 of Schedule 14A (Rule 14a-101) of the Proxy
Rules, the Edison International Equity Compensation Plan ("Plan") to be
acted upon at the Edison International annual meeting of shareholders on
April 16, 1998 is filed concurrently herewith as an Appendix to the Edison
International and Southern California Edison Company Joint Proxy Statement.
The shares of Edison International Common Stock to be offered
pursuant to the Plan will be registered under the Securities Act of 1933
("Act") by Edison International by April 17, 1998. The options and
rights will not be registered under the Act as these awards will be private
transactions and we do not expect them to trade publicly.
Please feel free to call me if you require any additional
information.
Very truly yours,
MICHAEL D. McDONALD
MICHAEL D. McDONALD
Senior Attorney
<PAGE>
(LOGO)
Edison International
Southern California Edison Company
Dear Shareholder:
You are invited to attend the annual meetings of shareholders of Edison
International and Southern California Edison, being held concurrently:
Thursday, April 16, 1998, at 10:00 a.m.
(Continental Breakfast at 8:30 a.m.)
Industry Hills Sheraton Resort and Conference Center
One Industry Hills Parkway
Industry, California
IF YOU ATTEND THE MEETINGS, PLEASE BRING THE ADMISSION TICKET THAT IS
ATTACHED TO THE PROXY CARD. A shareholder that is a corporation,
partnership, association, or other organization or entity will be limited
to three authorized representatives.
Whether or not you plan to attend the meetings, it is important that your
shares are represented. PLEASE MARK AND SIGN THE PROXY CARD ENCLOSED,
TEAR AT THE PERFORATION, AND RETURN IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE, OR VOTE BY TELEPHONE (IF YOU ARE A REGISTERED SHAREHOLDER).
The management and directors of Edison International and Southern
California Edison thank you for your continued confidence. We hope you
are able to join us in April to review the year and the outlook for our
companies.
Sincerely,
Beverly P. Ryder
Beverly P. Ryder
Corporate Secretary
PAGE
<PAGE>
EDISON INTERNATIONAL
PLEASE MARK VOTE IN THE SPACE PROVIDED BELOW USING DARK INK.
The Directors recommend a vote of "FOR" item 1.
Withhold
1. Election of Directors: For For For All
Nominees: 01-J.E.Bryson, 0-2 W.H.Chen, All All Except
03-W.Christoper, 04-S.E.Frank, / / / / / /
05-J.C. Hanley,06-C.F.Huntsinger,
07-C.D.Miller, 08-L.G.Nogales,
09-R.L.Olson, 10-J.M. Rosser,
11-E.L.Shannon, Jr., 12-R.H.Smith,
13-T.C.Sutton, 14-D.M.Tellep,
15-J.D.Watkins, 16-E.Zapanta
(Instruction: to withhold authority to vote for any
individual nominee, write such name or names in
the space provided below.)
________________________________________________
For Against Abstain
2. Adoption of Equity
Compensation Plan. / / / / / /
If you plan to attend the Annual Meeting,
please mark this box. / /
Dated: ____________, 1998
Signature: _________________________________
Title: _________________________________
Important: Please sign exactly as name
appears on this proxy. When signing as
attorney, executor, trustee, guardian,
corporate officer, etc., please indicate
full title.
- ------------------------------------------------------------------------
Fold and Detach Here
Control Number
VOTE BY TELEPHONE
Call Toll Free on a Touch Tone Telephone
1-888-266-6788 - ANYTIME
There is NO CHARGE for this call
Your telephone vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and
returned your proxy card, and gives them discretion to vote
on such other matters as may properly come before the meeting.
You will be asked to enter a Control Number which is located
in the box on the left side of this form. If you enter your
Control Number, but do not make a choice on any item, your
shares will be voted FOR ITEM 1 AND ITEM 2.
OPTION NO. 1: To vote as the Board of Directors recommends
on ALL items, Press 1.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.
OPTION NO. 2: If you choose to vote on each item separately,
press 0. You will hear these instructions:
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD
FOR ALL nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press
0 and listent o the instructions.
Item 2: To vote FOR press 1; AGAINST, press 9;
ABSTAIN, PRESS 0
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.
If you vote by telephone,
DO NOT MAIL BACK YOUR PROXY.
THANK YOU FOR VOTING.
PAGE
<PAGE>
EDISON INTERNATIONAL PROXY
P.O. Box 350 Rosemead, CA 91770
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JOHN E. BRYSON and ALAN J. FOHRER are hereby appointed proxies of the
undersigned with full power of substitution to vote all shares of stock
the undersigned is entitled to vote at the annual meeting of shareholders
of Edison International to be held at The Industry Hills Sheraton Resort
and Conference Center, One Industry Hills Parkway, City of Industry,
California, on April 16, 1998, at 10 a.m., or at any adjournment or
postponement of the meeting, with all the powers and discretionary
authority the undersigned would possess if personally present at the
meeting on the matters listed on the other side.
The shares will be voted as indicated on this card. WHERE NO INDICATION
IS SHOWN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ITEM 1
AND ITEM 2. In addition, the appointed proxies may vote in their
discretion on such other matters as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
(Continued and to be signed on reverse side)
- ------------------------------------------------------------------------
Graphic containing location to
meeting facility
ADMISSION TICKET
Edison International
Southern California Edison Company
Annual Meetings of
Shareholders
April 16, 1998, at 10 a.m.
The Industry Hills Sheraton Resort
and Conference Center
One Industry Hills Parkway
City of Industry, California
PAGE
<PAGE>
EDISON INTERNATIONAL
PLEASE MARK VOTE IN THE SPACE PROVIDED BELOW USING DARK INK.
The Directors recommend a vote of "FOR" item 1.
Withhold
1. Election of Directors: For For For All
Nominees: 01-J.E.Bryson, 0-2 W.H.Chen, All All Except
03-W.Christoper, 04-S.E.Frank, / / / / / /
05-J.C. Hanley,06-C.F.Huntsinger,
07-C.D.Miller, 08-L.G.Nogales,
09-R.L.Olson, 10-J.M. Rosser, 11-E.L.Shannon,
12-R.H.Smith, 13-T.C.Sutton, 14-D.M.Tellep,
15-J.D.Watkins, 16-E.Zapanta
(Instruction: to withhold authority to vote for any
individual nominee, write such name or names in
the space provided below.)
________________________________________________
For Against Abstain
2. Adoption of Equity
Compensation Plan. / / / / / /
Dated: ____________, 1998
Signature: _________________________________
Title: _________________________________
Important: Please sign exactly as name
appears on this proxy. When signing as
attorney, executor, trustee, guardian,
corporate officer, etc., please indicate
full title.
- ------------------------------------------------------------------------
Control No. Edison International
VOTE BY TELEPHONE
Call Toll Free On a Touch Tone Telephone
1-888-266-6790 - ANYTIME
THERE IS NO CHARGE FOR THIS CALL
Your telephone vote authorizes Wells Fargo Bank, the Trustee, to vote your
shares in the same manner as if you marked, signed and returned your proxy
card, and gives it discretion to vote on such other matters as may
properly come before the meeting.
You will be asked to enter a Control Number which is located in the box
on the left side of this form. If you enter your Control Number, but do
not make a choice on any item, your shares will be voted FOR ITEM 1 AND
2.
OPTION #1: To vote, as the Board of Directors recommends on ALL items:
Press 1.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.
OPTION #2: If you choose to vote on each item separately, press 0. You
will hear these instructions:
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9
To WITHHOLD FOR AN INDIVIDUAL nominee, Press 0 and listen
to the instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.
If you vote by telephone,
DO NOT mail back your proxy.
THANK YOU FOR VOTING.
PAGE
<PAGE>
(LOGO) PROXY
Edison International
P.O. Box 350, Rosemead, CA 91770
This Proxy is Solicited on Behalf of the Board of Directors
Wells Fargo Bank, N.A., Trustee
Stock Savings Plus Plan of Southern California Edison Company
Voting Instructions to the Trustee
Pursuant to the provisions of the Stock Savings Plus Plan for employees
of Southern California Edison Company and participating affiliates, you
are instructed to vote the shares of stock credited and conditionally
credited to me in the Plan as of March 2, 1998, at the annual meeting of
shareholders of Edison International to be held on April 16, 1998, or at
any adjournment or postponement thereof, with all the powers and
discretionary authority the undersigned would possess if personally
present at the meeting, as indicated on this card. WHERE NO INDICATION
IS SHOWN, THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED FOR ITEM 1
AND ITEM 2. In addition, you are instructed to vote in your discretion
on such other matters as may properly come before the meeting.
Please mark, sign, date and return this proxy card promptly using the
enclosed envelope.
(Continued and to be signed on reverse side.)
- ------------------------------------------------------------------------
LOGO
EDISON INTERNATIONAL
TO ALL PARTICIPANTS IN THE STOCK SAVINGS PLUS PLAN:
As a stockholder in the Stock Savings Plus Plan, you are allowed to
confidentially instruct the Trustee to vote your shares at the Edison
International Annual Meeting of Shareholders on April 16, 1998. One vote
is allowed for each share of stock credited and conditionally credited to
your account through March 2, 1998.
Enclosed is a copy of Edison International's 1997 Annual Report and a
Joint Proxy Statement which sets forth the business to be transacted at
the annual meeting. Please mark, sign and date the proxy card above,
tear at the perforation, and return it in the enclosed postage-paid
envelope, or call at the toll-free number 1-888-266-6790 to vote by
telephone.
The stock will be voted as directed provided the Trustee receives this
card by 5:00 p.m. on April 14, 1998, or by telephone by 9:00 p.m. on April
15, 1998. In accordance with Plan provisions, all stock for which the
Trustee has not received instructions by those times may be voted in its
discretion.
<PAGE>
