##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  FORM 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission
    File Number 1-2313
  SOUTHERN CALIFORNIA EDISON
    COMPANY
 (Exact name of registrant as
    specified in its charter)
   California

95-1240335(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   2244 Walnut Grove Avenue(P.O. Box 800)Rosemead, California

91770(Address of principal executive
    offices)

(Zip
    Code)   (626) 302-1212
 (Registrants telephone
    number, including area code)
   Securities
    registered pursuant to Section 12(b) of the Act:
  Title of each class

Name of each exchange on which registeredCapital Stock
    Cumulative Preferred

American4.08%Series     4.32%Series4.24%Series     4.78%Series   Securities
    registered pursuant to Section 12(g) of the Act:
    None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-12
  Large
    Accelerated Filer
    o
    Accelerated Filer
    o
    Non-accelerated
    Filer þ
    Smaller Reporting Company
    o  Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
    (1) Designated portions of the registrants Annual
    Report to Shareholders for the year ended December 31, 2008

Parts I and II(2) Designated portions of the Proxy Statement relating to
    registrants 2009 Annual Meeting of Shareholders

Part III




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##### 





TABLE OF
    CONTENTS
  
  Item

PageForward-Looking Statements


1Part I1.


Business


5Regulation


5Competition


6Properties


6Nuclear Power Matters


7Purchased Power and Fuel Supply


8Insurance


8Seasonality of Revenue


9Environmental Matters


9Financial Information About Geographic Areas


121A.


Risk Factors


121B.


Unresolved Staff Comments


152.


Properties


153.


Legal Proceedings


164.


Submission of Matters to a Vote of Security
    Holders


16Executive Officers of the Registrant


17Part II5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


206.


Selected Financial Data


207.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


207A.


Quantitative and Qualitative Disclosures About
    Market Risk


208.


Financial Statements and Supplementary Data


209.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


209A.


Controls and Procedures


209A(T).


Controls and Procedures


219B.


Other Information


21Part III10.


Directors and Executive Officers of the
    Registrant


2211.


Executive Compensation


2212.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


2213.


Certain Relationships and Related Transactions,
    and Director Independence


2214.


Principal Accountant Fees and Services


2215.


Exhibits and Financial Statement Schedules


22Financial Statements


22Report of Independent Registered Public
    Accounting Firm and Schedules Supplementing
    Financial Statements


23Signatures


28Exhibits


29Exhibit 3.2EX-12EX-13EX-23EX-24.1EX-24.2EX-31.1EX-31.2EX-32   i




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FORWARD-LOOKING
    STATEMENTS  Form 10-K
   1




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##### Table of Contents



Glossary
    AB
    
    Assembly BillACC
    
    Arizona Corporation CommissionAFUDC
    
    allowance for funds used during constructionAPS
    
    Arizona Public Service CompanyARO(s)
    
    asset retirement obligation(s)CAA
    
    Clean Air ActCAIR
    
    Clean Air Interstate RuleCAMR
    
    Clean Air Mercury RuleCARB
    
    Clean Air Resources BoardCDWR
    
    California Department of Water ResourcesCEC
    
    California Energy CommissionCPSD
    
    Consumer Protection and Safety DivisionCPUC
    
    California Public Utilities CommissionCRRs
    
    congestion revenue rightsDistrict Court
    
    U.S. District Court for the District of ColumbiaDOE
    
    United States Department of EnergyDOJ
    
    Department of JusticeDPV2
    
    Devers-Palo Verde IIDRA
    
    Division of Ratepayer AdvocatesDWP
    
    Los Angeles Department of Water & PowerEITF
    
    Emerging Issues Task ForceEITF
    No. 01-8
    
    EITF Issue
    No. 01-8,
    Determining Whether an Arrangement Contains a LeaseEME
    
    Edison Mission EnergyERRA
    
    energy resource recovery accountFASB
    
    Financial Accounting Standards BoardFERC
    
    Federal Energy Regulatory CommissionFGIC
    
    Financial Guarantee Insurance CompanyFIN 39-1
    
    Financial Accounting Standards Interpretation
    No. 39-1,
    Amendment of FASB Interpretation No. 39FIN 46(R)
    
    Financial Accounting Standards Board Interpretation No. 46,
    Consolidation of Variable Interest EntitiesFIN 46(R)-6
    
    Financial Accounting Standards Board Interpretation
    No. 46(R)-6, Determining Variability to be Considered in
    Applying FIN 46(R) 2




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Glossary
    (Continued)
   FIN 47
    
    Financial Accounting Standards Board Interpretation No. 47,
    Accounting for Conditional Asset Retirement ObligationsFIN 48
    
    Financial Accounting Standards Interpretation No. 48,
    Accounting for Uncertainty in Income Taxes  an
    interpretation of FAS 109FSP
    
    FASB Staff PositionFTRs
    
    Firm transmission rightsGAAP
    
    generally accepted accounting principlesGHG
    
    greenhouse gasGlobal Settlement
    
    A settlement that has been negotiated between Edison
    International and the IRS, which, if consummated, would resolve
    outstanding tax disputes for all Edison International
    subsidiaries, including SCE, for open tax years 1986 through
    2002, including affirmative claims for unrecognized tax
    benefits. There can be no assurance about the timing of such
    settlement or that a final settlement will be ultimately
    consummated.GRC
    
    General Rate CaseInvestor-Owned Utilities
    
    SCE, SDG&E and PG&EIRS
    
    Internal Revenue ServiceISO
    
    California Independent System OperatorkWh(s)
    
    kilowatt-hour(s)MD&A
    
    Managements Discussion and Analysis of Financial Condition
    and Results of OperationsMohave
    
    Mohave Generating StationMRTU
    
    Market Redesign Technical UpgradeMW
    
    megawattsMWh
    
    megawatt-hoursNinth Circuit
    
    United States Court of Appeals for the Ninth CircuitNOx
    
    nitrogen oxideNRC
    
    Nuclear Regulatory CommissionPalo Verde
    
    Palo Verde Nuclear Generating StationPBOP(s)
    
    postretirement benefits other than pension(s)PBR
    
    performance-based ratemakingPG&E
    
    Pacific Gas & Electric CompanyPOD
    
    Presiding Officers DecisionPX
    
    California Power ExchangeQF(s)
    
    qualifying facility(ies)RICO
    
    Racketeer Influenced and Corrupt OrganizationROE
    
    return on equity 3




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Glossary
    (Continued)
   S&P
    
    Standard & PoorsSAB
    
    Staff Accounting BulletinSan Onofre
    
    San Onofre Nuclear Generating StationSCAQMD
    
    South Coast Air Quality Management DistrictSCE
    
    Southern California Edison CompanySDG&E
    
    San Diego Gas & ElectricSFAS
    
    Statement of Financial Accounting Standards issued by the FASBSFAS No. 71
    
    Statement of Financial Accounting Standards No. 71,
    Accounting for the Effects of Certain Types of RegulationSFAS No. 115
    
    Statement of Financial Accounting Standards No. 115,
    Accounting for Certain Investments in Debt and Equity SecuritiesSFAS No. 123(R)
    
    Statement of Financial Accounting Standards No. 123(R),
    Share-Based Payment (revised 2004)SFAS No. 133
    
    Statement of Financial Accounting Standards No. 133,
    Accounting for Derivative Instruments and hedging ActivitiesSFAS No. 143
    
    Statement of Financial Accounting Standards No. 143,
    Accounting for Asset Retirement ObligationsSFAS No. 157
    
    Statement of Financial Accounting Standards No. 157, Fair
    Value MeasurementsSFAS No. 158
    
    Statement of Financial Accounting Standards No. 158,
    Employers Accounting for Defined Benefit Pension and Other
    Post-Retirement PlansSFAS No. 159
    
    Statement of Financial Accounting Standards No. 159,The Fair Value Option for Financial Assets and Financial
    LiabilitiesSFAS No. 160
    
    Statement of Financial Accounting Standards No. 160,
    Noncontrolling Interests in Consolidated Financial StatementsSFAS No. 161
    
    Statement of Financial Accounting Standards No. 161,
    Disclosures about Derivative Instruments and Hedging Activities,
    an amendment of FASB Statement No. 133SO2
    
    sulfur dioxideSRP
    
    Salt River Project Agricultural Improvement and Power DistrictThe Tribes
    
    Navajo Nation and Hopi TribeTURN
    
    The Utility Reform NetworkVIE(s)
    
    variable interest entity(ies) 4




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PART I Item 1. Business   Regulation           5




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Competition  on-site
 Properties           6




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50-year
     Nuclear
    Power Matters     7




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Purchased
    Power and Fuel Supply    Natural
    Gas Supply
      Nuclear
    Fuel Supply
    Uranium concentrates


2020Conversion


2020Enrichment


2020Fabrication


2015     Uranium concentrates


2010Conversion


2011Enrichment


2013Fabrication


2016   Spent
    Nuclear Fuel
    Coal
    Supply
   Insurance   8




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Seasonality
    of Revenue   Environmental
    Matters            Climate
    Change
  Federal
    Legislative Initiatives
  and/or
  Regional
    Initiatives
   9




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State-Specific
    Legislation
          Litigation
    Developments
      Emissions
    Data Reporting
      Responses
    to Energy Demands and Future GHG Emission Constraints
   10




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Corporate
    Governance Processes
      Air
    Quality Regulation
    Hazardous
    Substances and Hazardous Waste Laws
     11




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Water
    Quality Regulation
    Clean
    Water Act  Cooling Water Standards and
    Regulations
  and/or
      Electric
    and Magnetic Fields
   Financial
    Information About Geographic Areas   Item 1A.
    Risk Factors  SCEs
    financial viability depends upon its ability to recover its
    costs in a timely manner from its customers through regulated
    rates.
   12




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SCEs
    energy procurement activities are subject to regulatory and
    market risks that could adversely affect its financial
    condition, liquidity, and earnings.
        SCE
    relies on access to the capital markets. If SCE were unable to
    access capital markets or the cost of capital were to
    substantially increase, its liquidity and operations could be
    adversely affected.
    
    current financial market and economic conditions;
    market prices for electricity or gas;
    changes in interest rates and rates of inflation;
    terrorist attacks or the threat of terrorist attacks on
    SCEs facilities or unrelated energy companies; and
    the overall health of the utility industry.    SCE is
    subject to numerous environmental laws and regulations with
    respect to operation of its facilities. New Laws and regulations
    could adversely affect SCE.
   13




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SCE is
    subject to extensive regulation and the risk of adverse
    regulatory decisions and changes in applicable regulations or
    legislation.
      There
    are inherent risks associated with operating nuclear power
    generating facilities.
  Spent
    fuel storage capacity could be insufficient to permit long-term
    operation of SCEs nuclear plants.
    Existing
    insurance and ratemaking arrangements may not protect SCE fully
    against losses from a nuclear incident.
   14




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SCEs
    financial condition and results of operations could be
    materially adversely affected if it is unable to successfully
    manage the risks inherent in operating and improving its
    facilities.
    
    operating limitations that may be imposed by environmental or
    other regulatory requirements;
    imposition of operational performance standards by agencies with
    regulatory oversight of SCEs facilities;
    environmental and personal injury liabilities caused by the
    operation of SCEs facilities;
    interruptions in fuel supply;
    blackouts;
    employee work force factors, including strikes, work stoppages
    or labor disputes;
    weather, storms, earthquakes, fires, floods or other natural
    disasters;
    acts of terrorism; and
    explosions, accidents, mechanical breakdowns and other events
    that affect demand, result in power outages, reduce generating
    output or cause damage to SCEs assets or operations or
    those of third parties on which it relies.    SCEs
    insurance coverage may not be sufficient under all circumstances
    and SCE may not be able to obtain sufficient
    insurance.
   Item 1B.
    Unresolved Staff Comments   Item 2.
    Properties   15




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Item 3.
    Legal Proceedings  Catalina
    South Coast Air Quality Management District Potential
    Environmental Proceeding
  three-hour
        Navajo
    Nation Litigation
   Item 4.
    Submission of Matters to a Vote of Security Holders   16




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Pursuant to
    Form 10-Ks
    General Instruction (General Instruction) G(3), the following
    information is included as an additional item in Part I:
 Executive
    Officers of the Registrant  Age atExecutive
    Officer(1)

December 31,
    2008

Company PositionAlan J. Fohrer


58


Chairman of the Board and Chief Executive OfficerJohn R. Fielder


63


PresidentPedro J. Pizarro


43


Executive Vice President, Power OperationsBruce C. Foster


56


Senior Vice President, Regulatory AffairsCecil R. House


47


Senior Vice President, Safety, Operations Support and Chief
    Procurement OfficerJames A. Kelly


51


Senior Vice President, Transmission and DistributionThomas M. Noonan


57


Senior Vice President and Chief Financial OfficerStephen E. Pickett


58


Senior Vice President and General CounselRoss Ridenoure


54


Senior Vice President and Chief Nuclear OfficerMahvash Yazdi


57


Senior Vice President, Business Integration, and Chief
    Information OfficerLynda L. Ziegler


56


Senior Vice President, Customer ServiceLinda G. Sullivan


45


Vice President and Controller  
 (1)
    The term Executive Officers is defined by
    Rule 3b-7
    of the General Rules and Regulations under the Securities
    Exchange Act of 1934, as amended.  and/or
  Executive Officer

Company Position

Effective DatesAlan J. Fohrer

Chairman of the Board and Chief Executive Officer, SCE

June 2007 to presentChief Executive Officer and Director, SCE

January 2002 to June 2007John R. Fielder

President, SCE

October 2005 to presentSenior Vice President, Regulatory Policy and Affairs, SCE

February 1998 to October 2005Pedro J. Pizarro

Executive Vice President, Power Operations, SCE

April 2008 to presentSenior Vice President, Power Procurement, SCE

May 2005 to March 2008Vice President, Power Procurement, SCE

January 2004 to May 2005 17




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Executive Officer

Company Position

Effective DatesBruce C. Foster

Senior Vice President, Regulatory Operations, SCE

March 2006 to presentVice President, Regulatory Operations, SCE

January 1995 to February 2006Cecil R. House

Senior Vice President, Safety, Operations Support and Chief
    Procurement Officer, SCE

September 2008 to presentSenior Vice President, Safety, Operations Support and Chief
    Procurement Officer, Edison International and SCE

March 2007 to September 2008Vice President, Safety, Operations Support and Chief Procurement
    Officer, Edison International and SCE

November 2006 to March 2007Vice President, Operations Support and Chief Procurement
    Officer, Edison International and SCE

April 2006 to November 2006Vice President, Public Service Electric & Gas
    Company(1)

March 2005 to March 2006Vice President, Supply Chain Management, PSEG Services
    Corporation

February 2003 to March 2005James A. Kelly

Senior Vice President, Transmission and Distribution, SCE

April 2008 to presentVice President, Engineering and Technical Services, SCE

March 2004 to March 2008Vice President, Regulatory Compliance, SCE

April 2001 to February 2004Thomas M. Noonan

Senior Vice President and Chief Financial Officer, SCE

June 2005 to presentVice President, Chief Financial Officer and Controller, SCE

March 2005 to June 2005Vice President and Controller, Edison International

March 1999 to May 2005Vice President and Controller, SCE

March 1999 to March 2005Stephen E. Pickett

Senior Vice President and General Counsel, SCE

January 2002 to presentRoss Ridenoure

Senior Vice President and Chief Nuclear Officer, SCE

June 2008 to presentVice President and Site Manager, SONGS, SCE

December 2007 to May 2008Vice President and Chief Nuclear Officer, Omaha Public Power
    District

December 2003 to November 2007Mahvash Yazdi

Senior Vice President, Business Integration, and Chief
    Information Officer, SCE

September 2008 to presentSenior Vice President, Business Integration, and Chief
    Information Officer, Edison International and SCE

January 2000 to September 2008 18




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Executive Officer

Company Position

Effective DatesLynda L. Ziegler

Senior Vice President, Customer Service, SCE

March 2006 to presentVice President, Customer Service Business Unit, SCE

May 2005 to March 2006Director, Customer Programs and Services Division, SCE

January 2004 to April 2005Linda G. Sullivan

Vice President and Controller, Edison International and SCE

June 2005 to presentAssistant Controller, Edison International

May 2002 to May 2005Assistant Controller, SCE

March 2005 to May 2005  
 (1)
    Public Service Electric & Gas Company is a large
    electric and gas utility located in New Jersey and is not a
    parent, subsidiary or affiliate of Edison International.
    Mr. House served as Vice President of Supply Chain
    Management and Vice President of Customer Operations. 19




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PART II Item 5.
    Market for Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    Regulation S-K,
 Item 6.
    Selected Financial Data   Item 7.
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations   Item 7A.
    Quantitative and Qualitative Disclosures About Market
    Risk   Item 8.
    Financial Statements and Supplementary Data   Item 9.
    Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure   Item 9A.
    Controls and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f) Internal Control  Integrated Framework
 20




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Change in
    Internal Control Over Financial Reporting
  Rules 13(a)-15(f)
     Item 9A(T).
    Controls and Procedures  Form 10-K Form 10-K.
 Item 9B.
    Other Information   21




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PART III Item 10.
    Directors and Executive Officers of the Registrant  Regulation S-K.
   Item 11.
    Executive Compensation   Item 12.
    Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters    Regulation S-K,
 Item 13.
    Certain Relationships and Related Transactions, and Director
    Independence   Item 14.
    Principal Accountant Fees and Services   Item 15.
    Exhibits and Financial Statement Schedules (a)(1)
    Financial Statements  Form 10-K.
 22




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(a)(2)
    Report of Independent Registered Public Accounting Firm and
    Schedules Supplementing Financial Statements    PageReport of Independent Registered Public Accounting Firm on
    Financial Statement Schedule

24Schedule II  Valuation and Qualifying Accounts
    for theYear Ended December 31, 2008

25Year Ended December 31, 2007

26Year Ended December 31, 2006

27     (a)(3)
    Exhibits
     23




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Report of
    Independent Registered Public Accounting Firm on
 Financial Statement Schedule
   To the Board
    of Directors
   Form 10-K) Form 10-K.
     24




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Southern
    California Edison Company
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  For the
    Year Ended December 31, 2008
  AdditionsBalance at

Charged to

Charged to



Balance atBeginning of

Costs and

Other



End ofDescription

Period

Expenses

Accounts

Deductions

PeriodIn millionsUncollectible accountsCustomers

$
20.6


$
28.7


$



$
20.9


$
28.4All other


13.9



8.2







11.8



10.3Total

$
34.5


$
36.9


$



$
32.7
(a)

$
38.7     (a)
    
    Accounts written off, net. 25




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Southern
    California Edison Company
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  For the
    Year Ended December 31, 2007
  AdditionsBalance at

Charged to

Charged to



Balance atBeginning of

Costs and

Other



End ofDescription

Period

Expenses

Accounts

Deductions

PeriodIn millionsUncollectible accountsCustomers

$
18.4


$
19.5


$



$
17.3


$
20.6All other


10.1



9.0







5.2



13.9Total

$
28.5


$
28.5


$



$
22.5
(a)

$
34.5     (a)
    
    Accounts written off, net. 26




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Southern
    California Edison Company
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  For the
    Year Ended December 31, 2006
  AdditionsBalance at

Charged to

Charged to



Balance atBeginning of

Costs and

Other



End ofDescription

Period

Expenses

Accounts

Deductions

PeriodIn millionsUncollectible accountsCustomers

$
21.9


$
7.0


$



$
10.5


$
18.4All other


10.8



5.0







5.7



10.1Total

$
32.7


$
12.0


$



$
16.2
(a)

$
28.5     (a)
    
    Accounts written off, net. 27




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SIGNATURES      By:
    /s/  Linda
    G. Sullivan  LINDA G. SULLIVAN
 Vice President And Controller
      Signature

TitlePrincipal Executive Officer:Alan J. Fohrer*

Chairman of the Board and Chief Executive OfficerPrincipal Financial Officer:Thomas M. Noonan*

Senior Vice President and Chief Financial OfficerController or Principal Accounting Officer:Linda G. Sullivan

Vice President and ControllerBoard of Directors:Vanessa C.L. Chang*

DirectorFrance A. Córdova*

DirectorTheodore F. Craver, Jr.

DirectorCharles B. Curtis*

DirectorBradford M. Freeman*

DirectorLuis G. Nogales*

DirectorRonald L. Olson*

DirectorJames M. Rosser*

DirectorRichard T. Schlosberg, III*

DirectorThomas C. Sutton*

DirectorBrett White*

Director*By:

/s/  Linda
    G. SullivanLINDA
    G. SULLIVAN
    Vice President and Controller    28




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EXHIBIT INDEX  ExhibitNumber

Description3
.1

Certificate of Restated Articles of Incorporation of Southern
    California Edison Company, effective March 2, 2006 (File No.
    1-2213, filed as Exhibit 3.1 to Southern California Edison
    Companys Form 10-K for the year ended December 31 2005)*3
.2

Amended Bylaws of Southern California Edison Company, as Adopted
    by the Board of Directors effective December 11, 20084
.1

Senior Indenture, dated September 28, 1999 (File
    No. 1-9936,
    filed as Exhibit 4.1 to Edison Internationals
    Form 10-Q
    for the quarter ended September 30, 1999)*4
.2

Southern California Edison Company First Mortgage Bond
    Trust Indenture, dated as of October 1, 1923
    (Registration
    No. 2-1369)*4
.3

Supplemental Indenture, dated as of March 1, 1927
    (Registration
    No. 2-1369)*4
.4

Third Supplemental Indenture, dated as of June 24, 1935
    (Registration
    No. 2-1602)*4
.5

Fourth Supplemental Indenture, dated as of September 1,
    1935 (Registration
    No. 2-4522)*4
.6

Fifth Supplemental Indenture, dated as of August 15, 1939
    (Registration
    No. 2-4522)*4
.7

Sixth Supplemental Indenture, dated as of September 1, 1940
    (Registration
    No. 2-4522)*4
.8

Eighth Supplemental Indenture, dated as of August 15, 1948
    (Registration
    No. 2-7610)*4
.9

Twenty-Fourth Supplemental Indenture, dated as of
    February 15, 1964 (Registration
    No. 2-22056)*4
.10

Eighty-Eighth Supplemental Indenture, dated as of July 15,
    1992 (File
    No. 1-2313,
    Form 8-K
    dated July 22, 1992)*4
.11

Indenture, dated as of January 15, 1993 (File
    No. 1-2313,
    Form 8-K
    dated January 28, 1993)*10
.1**

Form of 1981 Deferred Compensation Agreement (File
    No. 1-2313,
    filed as Exhibit 10.2 to Southern California Edison
    Companys
    Form 10-K
    for the year ended December 31, 1981)*10
.2**

Form of 1985 Deferred Compensation Agreement for Directors (File
    No. 1-2313,
    filed as Exhibit 10.4 to Southern California Edison
    Companys
    Form 10-K
    for the year ended December 31, 1985)*10
.2.1**

Amendment to 1985 Deferred Compensation Plan Agreement for
    Executives and Deferred Compensation Plan Deferred Compensation
    Agreement with John E. Bryson, dated December 31, 2003
    (File
    No. 1-2313,
    filed as Exhibit 10.34 to Southern California Edison
    Companys
    Form 10-K
    for the year ended December 31, 2003)*10
.2.2**

Agreement between Edison International and Southern California
    Edison Company, dated December 31, 2003, addressing
    responsibility for the prospective costs of participation of
    John E. Bryson under the 1985 Deferred Compensation Plan
    Agreement for Executives, dated September 27, 1985, as
    amended, and the Deferred Compensation Plan Deferred
    Compensation Agreement, dated November 28, 1984, as amended
    (File
    No. 1-2313,
    filed as Exhibit 10.35 to Southern California Edison
    Companys
    Form 10-K
    for the year ended December 31, 2003)*10
.3**

Form of 1985 Deferred Compensation Agreement for Directors (File
    No. 1-2313,
    filed as Exhibit 10.4 to Southern California Edison
    Companys
    Form 10-K
    for the year ended December 31, 1985)*10
.3.1**

Amendment to 1985 Deferred Compensation Plan Agreement for
    Directors with James M. Rosser, dated December 31, 2003
    (File
    No. 1-2313,
    filed as Exhibit 10.36 to Southern California Edison
    Companys
    Form 10-K
    for the year ended December 31, 2003)*10
.4**

Director Deferred Compensation Plan as amended December 31,
    2008 (File No. 1-9936, filed as Exhibit No. 10.4 to Edison
    Internationals Form 10-K for the year ended
    December 31, 2008)*10
.5**

2008 Director Deferred Compensation Plan, effective
    December 31, 2008 (File No. 1-9936, filed as Exhibit No.
    10.5 to Edison Internationals Form 10-K for the year ended
    December 31, 2008)*10
.6**

Director Grantor Trust Agreement, dated August 1995 (File
    No. 1-9936,
    filed as Exhibit 10.10 to Edison Internationals
    Form 10-K
    for the year ended December 31, 1995)* 29




---



##### Table of Contents



ExhibitNumber

Description10
.6.1**

Director Grantor Trust Agreement Amendment
    2002-1,
    effective May 14, 2002 (File
    No. 1-9936,
    filed as Exhibit 10.4 to Edison Internationals
    Form 10-Q
    for the quarter ended June 30, 2002)*10
.6.2.**

Executive and Director Grantor Trust Agreements Amendment
    2008-1 (File
    No. 1-9936, filed as Exhibit No. 10.6.2 to Edison
    Internationals Form 10-K for the year ended December 31,
    2008)*10
.7**

Executive Deferred Compensation Plan, as amended and restated
    December 31, 2008
    (File No. 1-9936,
    filed as Exhibit No. 10.7 to Edison Internationals Form
    10-K for the year ended December 31, 2008)*10
.8**

2008 Executive Deferred Compensation Plan, effective
    December 31, 2008 (File No. 1-9936, filed as Exhibit No.
    10.8 to Edison Internationals Form 10-K for the year ended
    December 31, 2008)*10
.9**

Executive Grantor Trust Agreement, dated August 1995 (File
    No. 1-9936,
    filed as Exhibit 10.12 to Edison Internationals
    Form 10-K
    for the year ended December 31, 1995)*10
.9.1**

Executive Grantor Trust Agreement Amendment
    2002-1,
    effective May 14, 2002 (File
    No. 1-9936,
    filed as Exhibit 10.3 to Edison Internationals
    Form 10-Q
    for the quarter ended June 30, 2002)*10
.10**

Executive Supplemental Benefit Program, as amended
    December 31, 2008 (File No. 1-9936, filed as Exhibit No.
    10.10 to Edison Internationals Form 10-K for the year
    ended December 31, 2008)*10
.11**

Dispute resolution amendment, adopted November 30, 1989 of
    1981 Executive Deferred Compensation Plan and 1985 Executive and
    Director Deferred Compensation Plans (File
    No. 1-9936,
    filed as Exhibit 10.21 to Edison Internationals
    Form 10-K
    for the year ended December 31, 1998)*10
.12**

Executive Retirement Plan as restated effective
    December 31, 2008 (File No. 1-9936, filed as Exhibit No.
    10.12 to Edison Internationals Form 10-K for the year
    ended December 31, 2008)*10
.13**

2008 Executive Retirement Plan effective December 31, 2008
    (File No. 1-9936, filed as Exhibit No. 10.13 to Edison
    Internationals Form 10-K for the year ended December 31,
    2008)*10
.14**

Executive Incentive Compensation Plan, as amended
    October 24, 2007 (File
    No. 1-9936,
    filed as Exhibit 10.9 to Edison Internationals
    Form 10-Q
    for the quarter ended September 30, 2007)*10
.15**

2008 Executive Disability Plan, effective December 31, 2008
    (File No. 1-9936, filed as Exhibit No. 10.15 to Edison
    Internationals Form 10-K for the year ended December 31,
    2008)*10
.16**

2008 Executive Survivor Benefit Plan, effective
    December 31, 2008 (File No. 1-9936, filed as Exhibit
    No. 10.16 to Edison Internationalss
    Form 10-K
    for the year ended December 31, 2008)*10
.17**

Retirement Plan for Directors, as amended and restated effective
    December 31, 2008
    (File No. 1-9936,
    filed as Exhibit No. 10.17 to Edison Internationals Form
    10-K for the year ended December 31, 2008)*10
.18**

Equity Compensation Plan as restated effective January 1,
    1998 (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended June 30, 1998)*10
.18.1**

Equity Compensation Plan Amendment No. 1, effective
    May 18, 2000 (File
    No. 1-9936,
    filed as Exhibit 10.4 to Edison Internationals
    Form 10-Q
    for the quarter ended June 30, 2000)*10
.18.2**

Amendment of Equity Compensation Plans, adopted October 25,
    2006 (File
    No. 1-9936,
    filed as Exhibit 10.52 to Edison Internationals
    Form 10-K
    for the year ended December 31, 2006)*10
.19**

2000 Equity Plan, effective May 18, 2000 (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended June 30, 2000)*10
.20**

2007 Performance Incentive Plan (File
    No. 1-9936,
    filed as Exhibit A to the Edison International and Southern
    California Edison Joint Proxy Statement filed on March 16,
    2007)*10
.21**

Terms and conditions for 1999 long-term compensation awards
    under the Equity Compensation Plan (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended March 31, 1999)*10
.21.1**

Terms and conditions for 2000 basic long-term incentive
    compensation awards under the Equity Compensation Plan, as
    restated (File
    No. 1-9936,
    filed as Exhibit 10.2 to Edison Internationals
    Form 10-Q
    for the quarter ended March 31, 2000)* 30




---



##### Table of Contents



ExhibitNumber

Description10
.21.2**

Terms and conditions for 2000 special stock option awards under
    the Equity Compensation Plan and 2000 Equity Plan (File
    No. 1-9936,
    filed as Exhibit 10.2 to Edison Internationals
    Form 10-Q
    for the quarter ended June 30, 2000)*10
.21.3**

Terms and conditions for 2002 long-term compensation awards
    under the Equity Compensation Plan and 2000 Equity Plan (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended March 31, 2002)*10
.21.4**

Terms and conditions for 2003 long-term compensation awards
    under the Equity Compensation Plan and 2000 Equity Plan (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended March 31, 2003)*10
.21.5**

Terms and conditions for 2004 long-term compensation awards
    under the Equity Compensation Plan and 2000 Equity Plan (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended March 31, 2004)*10
.21.6**

Terms and conditions for 2005 long-term compensation award under
    the Equity Compensation Plan and 2000 Equity Plan (File
    No. 1-9936,
    filed as Exhibit 99.2 to Edison Internationals
    Form 8-K
    dated December 16, 2004 and filed on December 22,
    2004)*10
.21.7**

Terms and conditions for 2006 long-term compensation awards
    under the Equity Compensation Plan and 2000 Equity Plan (File
    No. 1-9936,
    filed as Exhibit 10.29 to Edison Internationals
    Form 10-K
    for the year ended December 31, 2005)*10
.21.8**

Terms and conditions for 2007 long-term compensation awards
    under the Equity Compensation Plan and 2000 Equity Plan (File
    No. 1-9936,
    filed as Exhibit 99.1 to Edison Internationals
    Form 8-K
    dated February 22, 2007 and filed on February 26,
    2007)*10
.21.9**

Terms and conditions for 2007 long-term compensation awards
    under the Equity Compensation Plan and the 2007 Performance
    Incentive Plan (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended March 31, 2007)*10
.22**

Director Nonqualified Stock Option Terms and Conditions under
    the Equity Compensation Plan (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended June 30, 2002)*10
.22.1**

Director 2004 Nonqualified Stock Option Terms and Conditions
    under the Equity Compensation Plan (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended June 30, 2004)*10
.22.2*

Director Nonqualified Stock Option Terms and Conditions under
    the 2007 Performance Incentive Plan (File 1-9936, filed as
    Exhibit 10.2 to Edison Internationals
    Form 10-Q
    for the quarter ended March 31, 2007)*10
.23**

Edison International and Edison Capital Affiliate Option
    Exchange Offer Circular, dated July 3, 2000 (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 10-Q
    for the quarter ended September 30, 2000)*10
.23.1**

Edison International and Edison Capital Affiliate Option
    Exchange Offer Summary of Deferred Compensation Alternatives,
    dated July 3, 2000 (File
    No. 1-9936,
    filed as Exhibit 10.2 to Edison Internationals
    Form 10-Q
    for the quarter ended September 30, 2000)*10
.23.2**

Edison International and Edison Mission Energy Affiliate Option
    Exchange Offer Circular, dated July 3, 2000 (File
    No. 1-13434,
    filed as Exhibit 10.93 to the Edison Mission Energys
    Form 10-K
    for the year ended December 31, 2001)*10
.23.3**

Edison International and Edison Mission Energy Affiliate Option
    Exchange Offer Summary of Deferred Compensation Alternatives,
    dated July 3, 2000 (File
    No. 1-13434,
    filed as Exhibit 10.94 to the Edison Mission Energys
    Form 10-K
    for the year ended December 31, 2001)*10
.24**

Estate and Financial Planning Program as amended
    December 31, 2008 (File No. 1-9936, filed as Exhibit No.
    10.24 to Edison Internationals Form 10-K for the year
    ended December 31, 2008)*10
.25**

Resolution regarding the computation of disability and survivor
    benefits prior to age 55 for Alan J. Fohrer dated
    February 17, 2000 (File
    No. 1-9936,
    filed as Exhibit 10.2 to Edison Internationals
    Form 10-Q
    for the quarter ended March 31, 2000)* 31




---



##### Table of Contents



ExhibitNumber

Description10
.26**

2008 Executive Severance Plan, as amended and restated effective
    December 31, 2008 (File No. 1-9936, filed as Exhibit No.
    10.26 to Edison Internationals Form 10-K for the year
    ended December 31, 2008)*10
.27**

Director Deferred Compensation Plan Authorization of Edison
    International (File
    No. 1-9936,
    filed in Edison Internationals
    Form 8-K
    dated December 30, 2004, and filed on January 5, 2005)*10
.28**

2008 Director Deferred Compensation Plan, effective
    December 31, 2008 (File No. 1-9936, filed as Exhibit No.
    10.28 to Edison Internationals Form 10-K for the year
    ended December 31, 2008)*10
.29**

Edison International Director Compensation Schedule, as adopted
    May 19, 2005, as amended (File
    No. 1-9936,
    filed as Exhibit 10.47 to Edison Internationals
    Form 10-K
    for the year ended December 31, 2005)*10
.30**

Edison International Director Compensation Schedule, as adopted
    June 29, 2007 and revised effective December 31, 2008
    (File No. 1-9936, filed as Exhibit No. 10.30 to Edison
    Internationals Form 10-K for the year ended December 31,
    2008)*10
.31**

Edison International Director Matching Gifts Program, as adopted
    June 29, 2007 (File
    No. 1-9936,
    filed as Exhibit 10.2 to Edison Internationals
    Form 10-Q
    for the quarter ended June 30, 2007)*10
.32**

Edison International Director Nonqualified Stock Options 2005
    Terms and Conditions (File
    No. 1-9936,
    filed as Exhibit 99.3 to Edison Internationals
    Form 8-K
    dated May 19, 2005, and filed on May 25, 2005)*10
.33

Amended and Restated Agreement for the Allocation of Income Tax
    Liabilities and Benefits among Edison International, Southern
    California Edison Company and The Mission Group dated
    September 10, 1996 (File
    No. 1-9936,
    filed as Exhibit 10.3 to Edison Internationals
    Form 10-Q
    for the quarter ended September 30, 2002)*10
.33.1

Amended and Restated Tax Allocation Agreement among The Mission
    Group and its first-tier subsidiaries dated September 10,
    1996 (File
    No. 1-9936,
    filed as Exhibit 10.3.1 to Edison Internationals
    Form 10-Q
    for the quarter ended September 30, 2002)*10
.33.2

Amended and Restated Tax Allocation Agreement between Edison
    Capital and Edison Funding Company (formerly Mission First
    Financial and Mission Funding Company) dated May 1, 1995
    (File
    No. 1-9936,
    filed as Exhibit 10.3.2 to Edison Internationals
    Form 10-Q
    for the quarter ended September 30, 2002)*10
.33.3

Tax Allocation Agreement between Mission Energy Holding Company
    and Edison Mission Energy dated July 2, 2001 (File
    No. 1-9936,
    filed as Exhibit 10.3.3 to Edison Internationals
    Form 10-Q
    for the quarter ended September 30, 2002)*10
.33.4

Administrative Agreement re Tax Allocation Payments among Edison
    International, Southern California Edison Company, The Mission
    Group, Edison Capital, Mission Energy Holding Company, Edison
    Mission Energy, Edison O&M Services, Edison Enterprises,
    and Mission Land Company dated July 2, 2001 (File
    No. 1-9936,
    filed as Exhibit 10.3.4 to Edison Internationals
    Form 10-Q
    for the quarter ended September 30, 2002)*10
.34**

Form of Indemnity Agreement between Edison International and its
    Directors and any officer, employee or other agent designated by
    the Board of Directors (File
    No. 1-9936,
    filed as Exhibit 10.5 to Edison Internationals
    Form 10-Q
    for the period ended June 30, 2005, and filed on
    August 9, 2005)*10
.35**

2008 Executive Bonus Program (File
    No. 1-9936,
    filed as Exhibit 10.1 to Edison Internationals
    Form 8-K
    dated February 28, 2008 and filed on March 5, 2008)*10
.36**

Edison International Executive Perquisites (File No. 1-9936,
    filed as Exhibit No. 10.36 to Edison Internationals Form
    10-K for the year ended December 31, 2008)*10
.37**

Section 409A and Other Conforming Amendments to Terms and
    Conditions (File No. 1-9936, filed as Exhibit No. 10.37 to
    Edison Internationals Form 10-K for the year ended
    December 31, 2008)*10
.37.1**

Section 409A Amendments to Director Terms and Conditions
    (File No. 1-9936, filed as Exhibit No. 10.37.1 to Edison
    Internationals Form 10-K for the year ended December 31,
    2008)* 32




---



##### Table of Contents



ExhibitNumber

Description10
.38**

Consulting Arrangement with John E. Bryson (File No.
    1-9936,
    filed as Exhibit 10.38 to Edison Internationals Form 10-K
    for the year ended December 31, 2008)*10
.39

Amended and Restated Credit Agreement, dated as of
    February 23, 2007, among Southern California Edison Company
    and JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp
    North America, Inc., as Syndication Agent, Credit Suisse, Lehman
    Commercial Paper Inc., and Wells Fargo Bank, N.A., as
    Documentation Agents, and the lenders thereto (File
    No. 1-2313,
    filed as Exhibit 10.1 to Southern California Edison
    Companys
    Form 8-K
    dated and filed February 27, 2007)*10
.40

First Amendment to Amended and Restated Credit Agreement, dated
    as of February 14, 2008 (File
    No. 1-2313,
    filed as Exhibit 10.1 to Southern California Edison
    Companys
    Form 8-K
    dated and filed March 19, 2008)*10
.41

Second Amendment to Amended and Restated Credit Agreement, dated
    as of December 19, 200812


Computation of Ratios of Earnings to Fixed Charges13


Selected portions of the Annual Report to Shareholders for year
    ended December 31, 200723


Consent of Independent Registered Public Accounting
    Firm  PricewaterhouseCoopers LLP24
.1

Power of Attorney24
.2

Certified copy of Resolution of Board of Directors Authorizing
    Signature31
.1

Certification of the Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act31
.2

Certification of the Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act32


Statement Pursuant to 18 U.S.C. Section 1350     *
    
    Incorporated by reference pursuant to
    Rule 12b-32.**
    
    Indicates a management contract or compensatory plan or
    arrangement, as required by Item 15(a)3. 33