EXHIBIT 10.2

                       SOUTHERN CALIFORNIA EDISON COMPANY

                      ESTATE AND FINANCIAL PLANNING PROGRAM


                            As Amended April 23, 1999



I.       PURPOSE

The purpose of this Estate and Financial Planning Program (the "Program") is to
provide independent professional estate planning, financial planning and income
tax preparation services to executives of Southern California Edison Company
(the "Company").

II.      PARTICIPATION

Participation in the Program is voluntary. Participants may elect to participate
in the estate planning, the financial planning and/or the income tax preparation
portions of the Program.

III.     ELIGIBILITY

1. Eligibility for this Program is limited to the Executive Officers of the
Company and such other Company executives whose participation has been approved
by the Chairman of the Board and Chief Executive Officer. For purposes of this
Program, "Executive Officer" means the Chairman of the Board and Chief Executive
Officer, President, Executive Vice Presidents, Senior Vice Presidents, Corporate
Vice Presidents and the Corporate Secretary. The spouse (other than the
surviving spouse of a deceased retired Participant) of a Participant will
receive services under this Program only to the extent that his/her estate plan,
financial plan, or tax plan or tax return is directly related to that of the
Participant.

2. Eligibility will continue as long as the Participant is an Executive Officer
of the Company, or an otherwise qualified and approved Participant, and for five
years after retirement as such.

3. Eligibility for this Program will end and benefits will cease upon
termination of employment with the Company, or resignation from the Company. If
a Participant becomes disabled, and because of such disability is unable to
continue to work as an executive of the Company, eligibility for this Program
will continue throughout the period of disability.



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IV.      SERVICES PROVIDED

1. Services provided under this Program are paid for by the Company, including
any start-up fees and expenses. Services provided will include, but not be
limited to, all requested and necessary estate planning, preparation and
implementation of will and trust plans, financial planning and counseling, and
income tax and retirement tax planning and return preparation.

2. Services provided under this Program are the only services of this type paid
for by the Company. The Company will not pay for any services in lieu of the
services of this Program. A Participant may not elect to receive a cash payment
in lieu of services under this Program. Services provided are only those
services directly related to the estate planning, financial planning and income
tax needs of the Participant and his/her spouse as set forth in Section III
Paragraph 1 (above).

3. Invoices for services performed under this Program must be submitted with an
authorization for payment or reimbursement to the Company Controller.

V.       SERVICE PROVIDERS

1. The Chairman of the Board and Chief Executive Officer of the Company will (a)
designate the professional providers of services for the Program and/or (b)
establish the qualification requirements of professional providers for those
instances when the Company gives Participants discretion to select their own.

2. The Company will periodically inform Participants who the approved
professional providers are under the Program. In addition, the Company will
specify the qualification requirements which must be met by professional
providers when Participants have selection discretion.

VI.      SERVICES FOLLOWING RETIREMENT

Services under this Program to the Participant and his/her surviving spouse will
continue for five years after the retirement of the Participant, provided
however, that the surviving spouse and the Participant must have been married on
the date of the Participant's retirement. In the event of the re-marriage of the
surviving spouse of the Participant during the five-year period following
retirement, any benefits under this Program will cease as of the date of the
re-marriage. All benefits under this Program will cease on the anniversary of
the fifth year following the Participant's retirement from the Company.

VII.     TAXES

1. Amounts paid on behalf of a Participant under this Program may be subject to
income tax withholding or other deductions as may be required from time-to-time
by federal, state or local law.

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2. Any taxes which may result because of the services provided under this
Program are the sole responsibility of the Participant.

VIII.    CONFIDENTIALITY

Information obtained in the course of this Program will be held confidential
between the professional service providers and their individual clients, and
such information will not be made available to the Company unless required by a
court of competent jurisdiction, or unless such information is required to be
disclosed by law, or by the professional service provider's ethical standards of
conduct.

IX.      ADMINISTRATION

1. This Program is administered by the Compensation and Executive Personnel
Committee of the Board of Directors or its designee. Day-to-day administration
of the Program has been delegated to the Executive Compensation Division. The
Committee will at all times have full power and authority to interpret,
construe, administer, and prospectively to modify, amend, or terminate this
Program. The Committee's interpretations, constructions and actions shall be
binding and conclusive on all persons for all purposes. No member of the
Committee, nor its designee, shall be liable to any person for any action taken
or omitted in connection with this Program.

2. Questions as to the extent of covered services or other routine
administrative matters, and questions regarding the scope of this Program will
be decided by the Company General Counsel in consultation with the Company
Controller, and as they deem necessary, with the Chairman of the Board and Chief
Executive Officer.

X.       NO RIGHT TO CONTINUED EMPLOYMENT

Nothing contained in this document or the Program shall be construed as
conferring upon a Participant the right to continue in the employ of the Company
as an Executive Officer or in any other capacity. A Participant's eligibility to
participate in this Program will continue only so long as the Participant
remains an Executive Officer of the Company, an otherwise qualified and approved
Participant, or a retired Participant subject to the limitations of the Program.

XI.      MISCELLANEOUS

1. If any of the provisions of this Program are held invalid, or held to violate
any law, the remainder of the Program may remain in full force and effect.

2. Any right to receive services under this Program is hereby expressly declared
to be a personal, nonassignable and nontransferable benefit of employment
related to the Participant's status as an Executive Officer or other executive
of the Company. In the event of any attempted assignment, alienation or transfer
of such rights contrary to the



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provisions of this Program, or upon determination by the Chairman of the Board
and Chief Executive Officer after consultation with the General Counsel and the
Controller that in their good faith opinion the Participant has abused his/her
services under the Program, and after written notice of such determination has
been given to the Participant, the Company will have no further liability for
the provision of or payment for services hereunder.

3. This Program shall be governed by the laws of the State of California.

4. This Program is effective on September 21, 1989.


SOUTHERN CALIFORNIA EDISON COMPANY



By:  LILLIAN GORMAN
     ------------------------
     LILLIAN GORMAN