8-K

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

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


                                                     FORM 8-K


                                                  CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                          Date of Report (Date of earliest event reported): May 19, 2005



                                               EDISON INTERNATIONAL
                              (Exact name of registrant as specified in its charter)



                 CALIFORNIA                           001-9936                              95-4137452
        (State or other jurisdiction                 (Commission                         (I.R.S. Employer
              of incorporation)                     File Number)                        Identification No.)


                                             2244 Walnut Grove Avenue
                                                  (P.O. Box 800)
                                            Rosemead, California 91770
                           (Address of principal executive offices, including zip code)

                                                   626-302-2222
                               (Registrant's telephone number, including area code)

===================================================================================================================
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Page



          This current report includes forward-looking statements.  These forward looking statements are based on
current expectations and projections about future events based on knowledge of facts as of the date of this
current report and assumptions about future events.  These forward-looking statements are subject to various
risks and uncertainties that may be outside the control of Edison International.  Edison International has no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.

                                 Section 1 - Registrant's Business and Operations

Item 1.01  Entry into a Material Definitive Agreement

         As reported in Edison International's Current Report on Form 8-K filed December 22, 2004, the Edison
International Compensation and Executive Personnel Committee (the "CEP") approved target annual incentives and
goals for 2005 for executive officers under the Edison International Executive Incentive Compensation Plan (the
"Plan") on December 16, 2004.  Under the Plan, annual incentive compensation is determined on the basis of
company, organizational and individual performance relative to corporate goals.  At its meeting on May 19, 2005,
the CEP revised the Plan goals in place for 2005 based on updates to general corporate goals approved by the
Board of Directors.  A copy of the revised goals for 2005 is attached hereto as Exhibit 99.1.  Such information
is incorporated herein by reference.

         On May 19, 2005, the Board of Directors of Edison International adjusted director compensation as
described in the Edison International Director Compensation Schedule, as adopted May 19, 2005, and adopted terms
and conditions governing the 2005 Director Nonqualified Stock Options.  The compensation schedule and the terms
and conditions are attached hereto as Exhibits 99.2 and 99.3, respectively.  Such information is incorporated
herein by reference.




Page 2



                                  Section 5 - Corporate Governance and Management

Item 5.02  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

         On May 19, 2005, the Board of Directors of Edison International elected Linda G. Sullivan to serve as
Vice President and Controller of Edison International, effective at the open of business June 1, 2005.  She will
replace Thomas M. Noonan, currently Vice President and Controller of Edison International and Vice President,
Chief Financial Officer and Controller of Southern California Edison Company ("SCE"), who will become Senior Vice
President and Chief Financial Officer of SCE, an Edison International subsidiary which is an investor owned
utility company.  Mrs. Sullivan was also elected by the Board of Directors of SCE to serve as Vice President and
Controller of SCE, effective at the open of business June 1, 2005.  Mrs. Sullivan is 41 years of age and has
served as Assistant Controller of Edison International since May 2002, and Assistant Controller of SCE since
March 2005.  Since 1991, Mrs. Sullivan has worked for Edison International in a variety of progressive management
positions including responsibilities in accounting, finance, business planning and budgeting, external financial
reporting, and regulatory and Sarbanes-Oxley compliance.  She served as a manager in the Controllers department
of Edison International from September 1999 until she began serving as Assistant Controller.  Mrs. Sullivan also
acted as Controller of Edison Select, an Edison International indirect subsidiary engaged in the business of
offering retail products and services, from September 1999 through August 2001.  Edison Select was sold in August
2001.


                                   Section 9 - Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits

     (c) Exhibits

         See the Exhibit Index below.



Page 3

                                                    SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.


                                                              EDISON INTERNATIONAL
                                                                  (Registrant)


                                                               /s/ THOMAS M. NOONAN
                                                            -------------------------------
                                                               THOMAS M. NOONAN
                                                             Vice President and Controller

Date:  May 25, 2005






                                                   EXHIBIT INDEX



Exhibit No.             Description
- ----------------------- -------------------------------------------------------------------------------------
99.1                    2005 performance goals for the Edison International Executive Incentive
                        Compensation Plan, as adopted May 19, 2005.

- ----------------------- -------------------------------------------------------------------------------------
99.2                    Edison International Director Compensation Schedule, as adopted May 19, 2005.

- ----------------------- -------------------------------------------------------------------------------------
99.3                    Edison International Director Nonqualified Stock Options 2005 Terms and Conditions.
- ----------------------- -------------------------------------------------------------------------------------

EX-99.1

[EDISON INTERNATIONAL LOGO]


                               EIX 2005 Goals - To Implement the EIX Strategic Plan



o       Substantially strengthen ethics and compliance programs, accountability, and management focus, to uphold
        integrity as the company's paramount value


o       Develop the talent critical to achieving the Strategic Plan objectives, with emphasis on enhancement of
        leadership capabilities and rotations within and across the companies


o       Secure regulatory approvals for SCE's capital expenditures, as identified in the Strategic Plan


o       Resolve satisfactorily the market structure and power procurement rules for the markets in which SCE, EME and EC
        operate


o       Effectively allocate cash and credit to achieve optimum balance of growth, hedging, debt reduction and dividends


o       Effectively manage enterprise risks, including high customer rates, market volatility, environmental control
        costs and tax audits of leases


o       Achieve core earnings of $696 million ($2.14 per share) and reported earnings of $737 million ($2.26 per share)


O       Develop and implement a plan for organizational/process changes across EIX to enhance ability to meet Strategic
        Plan objectives


o       Achieve 2005 company-specific safety, reliability and other operational goals for SCE, EME, and Edison Capital,
        with appropriate steps to ensure adherence to company values and accuracy in achievement measures



                                                (Approved February 17, 2005)





[SOUTHERN CALIFORNIA EDISON COMPANY LOGO]


                               SCE 2005 Goals - To Implement the EIX Strategic Plan


o       People and Values
- -------------------------------------------------------------------------------------------------

Substantially strengthen ethics and compliance programs, accountability, and management focus, to uphold
integrity as the company's paramount value

Develop the talent critical to achieving the Strategic Plan objectives, with emphasis on enhancement of
leadership capabilities and rotations within and across the companies

Improve safety performance by enhancing safety management systems and the program's focus on prevention of work
injuries


o       Infrastructure Investments
- --------------------------------------------------------------------------------------------------

Through the 2006 Rate Case and other regulatory proceedings, secure satisfactory regulatory approvals for the
projects identified in the EIX Strategic Plan

As authorized by the regulators, meet planning and construction targets for these infrastructure investments

Complete C-Aquifer study and resolve key commercial terms for coal and water supply on economical and
commercially acceptable terms to determine whether efforts to allow extension of Mohave operation beyond 2005
should be continued, or whether Mohave should be permanently shut down with recovery of resulting costs

o       Customer Benefits
- -------------------------------------------------------------------------------------------------



Ensure long-term reliability and create downward pressure on rates by:

o        Securing reasonable long-term procurement rules

o        Acquiring resources to meet 2006 requirements

o        Achieving fair cost allocation rules

o        Avoiding uneconomic cost shifting from municipalization, cogeneration, distributed generation and
         community aggregation

o        Controlling costs to expected 2006 GRC levels



                                                (Approved February 17, 2005)




[SOUTHERN CALIFORNIA EDISON COMPANY LOGO]




                               SCE 2005 Goals - To Implement the EIX Strategic Plan


o       Customer Benefits (continued)
- -----------------------------------------------------------------------------------------------------------

Sustain first quartile reliability performance, as measured by relevant EEI data

Improve customer service through new programs and services to meet customer needs, including:

        o        Redesigning SCE.com website to improve accessibility, content and automated features

        o        Expanding business solutions for small commercial customers

o        Operational Excellence
- ----------------------------------------------------------------------------------------------------------

Enhance business effectiveness and productivity through successful implementation of the Business Process
Integration initiative

Achieve SONGS 2&3 operational, safety and regulatory performance goals

Achieve 85% of Key Performance Indicators, including E-KPI Index with appropriate steps to ensure adherence to
company values and accuracy in achievement measures

Develop and implement an integrated process to ensure accurate and timely injury reporting

o       Finance
- ----------------------------------------------------------------------------------------------------------

Achieve core earnings of $570 million and a total net income of $626 million

Achieve successful outcome in the 2006 cost of capital proceeding, including fair compensation for energy
procurement activities

Achieve successful resolution of the 2006 Rate Case





                                                (Approved February 17, 2005)




[EDISON MISSION ENERGY]


                               EME 2005 Goals - To Implement the EIX Strategic Plan


o       People and Values
- ---------------------------------------------------------------------------------------------------------------

Substantially strengthen ethics and compliance programs, accountability, and management focus, uphold integrity
as the company's paramount value

Develop the talent critical to achieving the strategic plan objectives, with emphasis on enhancement of
leadership capabilities and rotations within and across the companies

Achieve a total fleet Safety Incident Rate of less than 2.3 for Illinois and 2.0 for non-Illinois plants

o       Financial Stability/Growth
- ---------------------------------------------------------------------------------------------------------------

Efficiently allocate EME's credit resources and cash to achieve debt reduction, hedging and growth consistent
with the EIX Strategic Plan

        o    Develop and implement a debt liability management program to cost- effectively reduce overall MEHC
             leverage

        o    Complete the 2005 hedge program, develop and implement 2006 hedging strategy and position the Company to
             enter into longer term power contracts as market opportunities and credit requirements evolve

        o    Manage forward fuel and emission allowance positions to protect gross margins

        o    Examine  potential value opportunities arising from IPP industry restructuring and from California's
             need for new generation capacity


o       Financial Performance
- -----------------------------------------------------------------------------------------------------------------

Achieve core earnings of $111 million

Achieve planned project distributions to EME of $445 million

Realize $75 million of proceeds from the Lakeland claim


                                        (Approved February 17, 2005)



[EDISON MISSION ENERGY]




                               EME 2005 Goals - To Implement the EIX Strategic Plan


o       Market Structure/Environmental Risk
- ---------------------------------------------------------------------------------------------------------------

Obtain supportive and fair public policy outcomes with respect to:

        o        Market structure and power procurement rules in the PJM and Illinois markets

        o        Environmental requirements resulting from federal and state legislation or local ordinances, EPA mercury
                 emission rulemaking and New Source Review rules



o       Operational Excellence
- --------------------------------------------------------------------------------------------------------------

Rationalize EME's organization structure, personnel levels and business processes to reflect domestic only
operations

Effectively manage non- fuel O&M costs, with the aid of benchmarking, by establishing competitive performance
targets and implementing productivity improvement programs

Achieve an equivalent availability factor of 82.3% for coal plants and 95.2% for gas plants and an equivalent
forced outage rate of 8.8% for coal plants and 1.0% for gas plants

Achieve a NOx emission rate of 0.15 lb/MMBtu or less at Homer City and 0.25 lb/MMBtu at the Illinois plants




                                                (Approved February 17, 2005)





[EDISON CAPITAL]




                                EC 2005 Goals - To Implement the EIX Strategic Plan


o       People and Values
- ------------------------------------------------------------------------------------------------------------------

Substantially strengthen ethics and compliance programs, accountability, and management focus, to uphold
integrity as the company's paramount value


Develop the talent critical to achieving the Strategic Plan objectives, with emphasis on enhancement of
leadership capabilities and rotations within and across the companies


o       Asset and Risk Management
- -----------------------------------------------------------------------------------------------------------------

Make substantial progress towards resolving tax audits of leases including litigation plans, settlement
considerations, and financing contingencies in coordination with EIX

Successfully resolve outstanding issues associated with investments on the Infrastructure and Affordable Housing
Watch Lists

Achieve an availability factor of 95% for EC's wind energy projects

o       Growth
- -----------------------------------------------------------------------------------------------------------------

Close $180 million of investment in renewable energy and affordable housing projects as reflected in the EIX
Strategic Plan

Support legislative and regulatory policy and market structures which provide a sustainable framework for
renewable technologies in energy markets

Complete the evaluation of broadening EC's traditional role as structured equity investor in renewables

o       Financial Performance
- -----------------------------------------------------------------------------------------------------------------

Achieve core earnings of $35 million in 2005



                                                (Approved February 17, 2005)

EX-99.2

                                                                                                          Exhibi 99.2

                                               EDISON INTERNATIONAL
                                          DIRECTOR COMPENSATION SCHEDULE

                                              As Adopted May 19, 2005


Non-employee Directors will receive the annual retainers, meeting fees, meeting expenses and equity-based awards
described below as compensation for serving as a Director.  Directors who are employees of Edison International
or Southern California Edison Company ("SCE") shall not receive additional compensation for serving as
Directors.

Directors who serve on both the Edison International ("EIX") Board and the SCE Board, and their corresponding
Board Committees, will not receive additional compensation, including additional meeting fees for SCE Board,
Board Committee and business meetings held concurrently or consecutively with a corresponding EIX Board, Board
Committee or business meeting.

Annual Retainers
Board Retainer - Each Director will receive an annual board retainer of $45,000 to be paid in advance in
quarterly installments of $11,250 for any calendar quarter or portion thereof during which the individual serves
as a Director.

Board Committee Chair Retainer - Each Director who serves as the Chair of a Board Committee will receive an
annual retainer of $5,000, except the Director who serves as the Chair of the Audit Committee will receive an
annual retainer of $10,000.  The Committee Chair retainers shall be paid in advance in equal quarterly
installments for any calendar quarter or portion thereof during which the Director serves as a Committee Chair.

Presiding Director Retainer - Each Director who serves as the presiding director of the non-employee and/or
independent Director executive sessions of the Board shall receive an annual retainer of $7,500. The retainer
shall be paid in advance in equal quarterly installments for any calendar quarter or portion thereof during which
the Director serves as a Presiding Director.

The quarterly retainer installments will be paid on the first business day of the calendar quarter.  Initial
quarterly retainer installments will be paid as soon as possible following the date of election.

Meeting Fees
Each Director will receive $2,000 for each regular meeting, adjourned regular meeting or special meeting of the
Board attended by the Director, for each regular meeting, adjourned regular meeting or special meeting of a
Committee attended by the Director as a member of the Committee, and for each business meeting attended at the
request or invitation of the Chairman of the Board, or in the case of Committee meetings at the

Page 1




request or invitation of the Chairman of the Board in consultation with the Committee Chair on behalf of the
corporation in his or her capacity as a Director.  Each Director shall receive only one meeting fee for any
concurrent meeting attended by the Director, including concurrent meetings of different Board Committees.  Full
meeting fees will be paid if the Director attends any portion of any meeting.

No additional meeting fee shall be paid when the non-employee or independent members of the Board meet in
executive session immediately before, during or immediately after Board meetings.

Meeting fees will be paid on the first business day of the month following the month in which the meeting
occurred.

Meeting Expenses
Reasonable expenses incurred by a Director to attend Board meetings, Committee meetings, or business meetings
attended on behalf of the corporation in his or her capacity as a Director will be promptly reimbursed upon
presentation of a statement of the expenses to the Secretary.

Equity Compensation Plan Awards
Equity-based awards ("Awards") will be granted under and subject to the terms of the EIX Equity Compensation
Plan, or a successor plan, except that any award payable in cash will be deemed paid outside of the plan.  The
Awards consist of fully vested Edison International deferred stock units ("DSUs"), Edison International common
stock ("Common Stock"), and/or Edison International Nonqualified Stock Options ("EIX Options").  DSUs represent
the value of one share of Common Stock and will be credited to the Director's account under the EIX Director
Deferred Compensation Plan and subject to the terms of that plan.  Each EIX Option represents the right to
purchase one share of Common Stock.  The EIX Options will have a term of 10 years.  The exercise price will be
the fair market value of the Common Stock on the date of grant and will be subject to terms and conditions
approved in advance by the Board.

Initial Election Award - Upon the initial election of a Director to the Board, the Director will receive 2,000
DSUs.

Annual Reelection Award - Directors reelected to the Board will receive Common Stock and/or DSUs, to be specified
in advance by the Director as provided in the next paragraph, equal in the aggregate to 2,000 shares of Common
Stock or DSUs.

Prior to the year the Annual Reelection Award is granted, the Director may elect to receive the award entirely in
shares of Common Stock, entirely in DSUs, or in any combination of each, except that if a fractional share would
result, the Common Stock portion will be rounded up to the next whole share and the DSU portion will be rounded
down to the next whole DSU.

Annual EIX Option Award - Directors elected or reelected to the Board will receive 2,500 Edison International
nonqualified stock options with dividend equivalent rights as of the date of election or reelection.


Page 2


EIX Affiliate Boards - SCE non-employee Directors who do not serve on the EIX Board will receive Awards equal in
amount to EIX non-employee Directors if the SCE Board authorizes such compensation.  Differing amounts of SCE
Awards, and Awards for non-employee directors of other EIX affiliates, may only be made with additional approval
of the EIX Board.

EX-99.3

                                                                                             Exhibit 99.3

                                                EDISON INTERNATIONAL
                                         Director Nonqualified Stock Options
                                              2005 Terms and Conditions

Edison  International  (EIX)  nonqualified  stock  options to purchase EIX Common Stock (EIX  Options) and dividend
equivalents  awarded  under the EIX  Equity  Compensation  Plan  (ECP) for  non-employee  members  of the Boards of
Directors  (Holders) of EIX or Southern  California  Edison  Company (SCE) are subject to the  following  terms and
conditions:

1.     PRICE
The  exercise  price of an EIX  Option  stated in the award  certificate  is the  average of the high and low sales
prices of EIX Common Stock on the New York Stock Exchange for the date of the award.

2.     VESTING AND TERM
(a) The EIX  Options  and  dividend  equivalents  are  fully  vested as of the date of grant.  Subject  to  earlier
termination  as  provided  below,  the EIX  Options  shall have a term of ten years from the date of grant  (Option
Term) and any EIX Option outstanding at the end of the Option Term will terminate.

(b) Except as  provided  below and subject to earlier  termination  at the end of the Option  Term,  if a Holder no
longer  serves on either the EIX or the SCE Board of  Directors,  the Holder's EIX Options will  terminate,  to the
extent not  previously  exercised,  180 days after the last day on which the Holder  served as a director of EIX or
SCE.  In such  circumstances,  no  dividend  equivalents  will be  credited  to the  Holder's  account  after  such
termination date of the Holder's EIX Options.

(c) If a Holder no longer  serves on either the EIX or the SCE Board of Directors and the Holder's  termination  of
service as a director is due to the Holder's  retirement  from the Board(s) after attaining at least age 65, or the
Holder's  disability or death, then,  subject to earlier  termination as provided in Section 2(d), the Holder's EIX
Options may be exercised by the Holder or beneficiary  through the end of the Option Term and dividend  equivalents
will continue to accrue as provided in Section 4.

(d)  Notwithstanding  the  foregoing,  upon a Change in Control of EIX,  this Section 2(d) shall apply.  "Change in
Control of EIX"  shall be as defined in  Appendix  A. If EIX  Common  Stock does not remain  outstanding  after the
Change in Control of EIX, and the new owners do not replace EIX Options with  substantially  equivalent  options, a
cash out of  unexercised  EIX  Options  will occur  based on the  average  of the high and low sales  prices of EIX
Common Stock on the New York Stock Exchange  immediately prior to the Change in Control,  and dividend  equivalents
will be paid.  If EIX Common  Stock does  remain  outstanding  after the Change in  Control,  or if EIX Options are
replaced with substantially  equivalent  options,  the unexercised  options and dividend  equivalents will continue
according to their  original  terms unless a Director's  Board service is  involuntarily  terminated as a result of
such  Change  in  Control  within  one  year  of the  Change-in-Control  event.  Following  such  termination,  any
unexercised options will

Page 1



remain  exercisable  for a period of two years  after the  termination  date or until the end of the Option Term if
that date is earlier.

3.     EIX OPTION EXERCISE

(a) The Holder may exercise an EIX Option by contacting  the broker  designated  by EIX after  obtaining any EIX or
other required  clearances.  EIX may require the Holder to provide  written notice of an option  exercise.  Payment
must be in cash, or its equivalent,  including EIX Common Stock,  if held at least six months prior,  valued on the
exercise  date at a per share price equal to the  average of the high and low sales  prices of EIX Common  Stock on
the New York Stock Exchange.  A  broker-assisted  "cashless"  exercise may be  accommodated  for EIX Options at the
discretion of EIX.  Until payment is accepted,  the Holder will have no rights in the optioned  stock.  EIX Options
may be  exercised at any time  through the end of the Option Term except as  otherwise  provided in Sections  2(b),
2(c), and 2(d).

(b) The Holder agrees that any  securities  acquired by him or her hereunder are being  acquired for his or her own
account for investment and not with a view to or for sale in connection with any  distribution  thereof and that he
or she  understands  that such  securities  may not be sold,  transferred,  pledged,  hypothecated,  alienated,  or
otherwise  assigned or disposed of without either  registration under the Securities Act of 1933 or compliance with
the exemption provided by Rule 144 or another applicable exemption under such act.

(c) The Holder  will have no right or claim to any  specific  funds,  property  or assets of EIX as a result of the
EIX Options or dividend equivalents.

4.     DIVIDEND EQUIVALENTS

(a) A dividend  equivalent  account  will be  established  on behalf of the  Holder.  During the  five-year  period
commencing on the date of grant,  for each dividend paid on EIX Common Stock after the date of grant,  this account
will be  credited  with the  amount of  dividends  that  would have been paid on the number of shares of EIX Common
Stock covered by the Holder's  corresponding  EIX Option award  (dividend  equivalents)  except as provided  below.
The dividend  equivalents  will be credited on the  ex-dividend  date for EIX Options  held on that date.  Dividend
equivalents will accumulate in this account without interest.

(b) Accumulated  dividend  equivalents will be paid on or as soon as  administratively  practical after each June 1
of the years 2006 through 2010.

(c) Dividend  equivalents  will be paid in cash;  provided,  however,  that the Committee  shall have discretion to
make any such payment in the form of the number of whole  shares of EIX Common  Stock  obtained by dividing (a) the
amount of the  vested  dividend  equivalents  otherwise  payable  in cash  pursuant  to this  Section 4, by (b) the
average  of the high and low sales  prices per share of EIX Common  Stock on the New York  Stock  Exchange  for the
date such amount becomes  payable.  In the event dividend  equivalents are paid in shares of EIX Common Stock,  any
fractional  shares  resulting from the foregoing  calculation  will be paid in cash. The dividend  equivalents  are
subject to termination and other conditions  specified in Sections 2(b), 2(c), and 2(d).  Notwithstanding  anything
else herein to the contrary, no further dividend equivalents will

Page 2



accrue as to any EIX Option once that EIX Option is exercised, expires or otherwise terminates.

(d)  Notwithstanding  the above,  Holders may  irrevocably  elect to defer receipt of all or a part of the dividend
equivalents  pursuant  to the  terms  of the EIX  Director  Deferred  Compensation  Plan  (DDCP).  To make  such an
election,  a Holder  must  submit a signed  agreement  in the form  approved  by, and in advance of the  applicable
deadline  established  by,  the  administrator  of the DDCP.  In the event of any  timely  deferral  election,  the
dividend  equivalents  with respect to which the deferral  election was made shall be paid in  accordance  with the
terms of the DDCP.

5.     TRANSFER AND BENEFICIARY
(a) EIX Options and dividend equivalents of the Holder are transferable to a spouse, child or grandchild, or
trusts or other vehicles established exclusively for their benefit.  Any transfer request must specifically be
authorized by EIX in writing and shall be subject to any conditions, restrictions or requirements as the
administrator may determine.

(b) The Holder may  designate a  beneficiary  who,  upon the death of the Holder,  will be entitled to exercise the
EIX Options and dividend  equivalents  subject to the provisions of the ECP and these terms and conditions  through
the end of their  original  terms.  To the extent EIX Options or any portion  thereof,  is ordered  paid to a third
party  pursuant to court order,  levy, or any other  assessment  imposed by legal  authority,  a cash award will be
substituted by EIX for such portion otherwise payable in EIX shares rounded up to the next whole share.

6.     TAXES
The Holder shall be responsible  for any and all taxes  resulting from the grant or exercise of the EIX Options and
dividend equivalents.

7.     CONTINUED SERVICE
Nothing in the award  certificate  or these terms and  conditions  will be deemed to confer on the Holder any right
to continue in service as a director of EIX or SCE.

8.     NOTICE OF DISPOSITION OF SHARES AND SECTION 16
Holder  agrees that if, while  serving as a Director and for as long as he or she remains  subject to Section 16 of
the  Securities  Exchange  Act of 1934,  as amended,  and the rules and  regulations  thereunder,  he or she should
dispose  of any  shares of stock  acquired  on the  exercise  of EIX  Options,  including  a  disposition  by sale,
exchange, gift or transfer of legal title, the Holder will notify EIX promptly of such disposition.

9.     AMENDMENT
The EIX Options and  dividend  equivalents  are subject to the terms of the ECP as amended  from time to time.  EIX
reserves the right to  substitute  cash awards  substantially  equivalent  in value to the EIX Options and dividend
equivalents.  EIX also  reserves the right to amend the EIX Options and dividend  equivalents  from time to time to
the extent that EIX reasonably  determines  that the amendment is necessary or advisable to comply with  applicable
laws,  rules or  regulations  or to  preserve  the  intended  tax  consequences  of the EIX  Options  and  dividend
equivalents (including, without limitation, compliance with Section 409A of the Internal Revenue Code and

Page 3



regulations  and  guidance  issued  thereunder,  to the extent that Section 409A is  applicable  thereto).  The EIX
Options and dividend  equivalents  may not otherwise be restricted or limited by any plan  amendment or termination
approved after the date of the award without the Holder's consent.

10.    FORCE AND EFFECT
The  various   provisions   herein  are  severable  in  their  entirety.   Any   determination   of  invalidity  or
unenforceability  of any one  provision  will have no effect on the  continuing  force and effect of the  remaining
provisions.

11.    GOVERNING LAW
The terms and  conditions  of the EIX Options and  dividend  equivalents  will be  construed  under the laws of the
State of California.

12.    NOTICE
Unless waived by EIX, any notice  required  under or relating to the EIX Options and dividend  equivalents  must be
in writing,  with postage prepaid,  addressed to: Edison  International,  Attn: Corporate Secretary,  P.O. Box 800,
Rosemead, CA 91770.



EDISON INTERNATIONAL




/s/ Beverly P. Ryder
- --------------------------------
Beverly P. Ryder, Vice President




Page 4

                                                     APPENDIX A

                               DIRECTOR NONQUALIFIED OPTIONS AND DIVIDEND EQUIVALENTS
                                               TERMS AND CONDITIONS

                                                 CHANGE IN CONTROL

"Change in Control of EIX" shall be deemed to have occurred as of the first day that any one or more of the
following conditions shall have been satisfied:

         (a)      Any Person (other than a trustee or other fiduciary holding securities under an employee
                  benefit plan of EIX) becomes the Beneficial Owner, directly or indirectly, of securities of EIX
                  representing thirty percent (30%) or more of the combined voting power of EIX's then
                  outstanding securities.  For purposes of this clause, "Person" shall not include one or more
                  underwriters acquiring newly-issued voting securities (or securities convertible into voting
                  securities) directly from EIX with a view towards distribution.

         (b)      On any day after the date of grant (the "Reference Date") Continuing Directors cease for any
                  reason to constitute a majority of the Board.  A director is a "Continuing Director" if he or
                  she either:

                  (i)      was a member of the Board on the applicable Initial Date (an "Initial Director"); or

                  (ii)     was elected to the Board, or was nominated for election by EIX's shareholders, by a
                           vote of at least two-thirds (2/3) of the Initial Directors then in office.

                  A member of the Board who was not a Director on the applicable Initial Date shall be deemed to
                  be an Initial Director for purposes of clause (b) above if his or her election, or nomination
                  for election by EIX's shareholders, was approved by a vote of at least two-thirds (2/3) of the
                  Initial Directors (including directors elected after the applicable Initial Date who are deemed
                  to be Initial Directors by application of this provision) then in office.

                  "Initial Date" means the later of (A) the date of grant or (B) the date that is two (2) years
                  before the Reference Date.

         (c)      EIX is liquidated; all or substantially all of EIX's assets are sold in one or a series of
                  related transactions; or EIX is merged, consolidated, or reorganized with or involving any
                  other corporation, other than a merger, consolidation, or reorganization that results in the
                  voting securities of EIX outstanding immediately prior thereto continuing to represent (either
                  by remaining outstanding or by being converted into voting securities of the surviving entity)
                  more than fifty percent (50%) of the combined voting power of the voting securities of EIX (or
                  such surviving entity) outstanding immediately after such merger, consolidation, or
                  reorganization.  Notwithstanding the foregoing, a bankruptcy of EIX or a sale or spin-off of an
                  EIX Affiliate (short of a dissolution of EIX or a liquidation of substantially all of EIX's
                  assets, determined on an aggregate basis) will not constitute a Change in Control of EIX.

         (d)      The consummation of such other transaction that the Board may, in its discretion in the
                  circumstances, declare to be a Change in Control of EIX for purposes of the Plans.