EXHIBIT 10.2



                              EDISON INTERNATIONAL
                       SOUTHERN CALIFORNIA EDISON COMPANY

                          RETIREMENT PLAN FOR DIRECTORS


                          As Amended February 19, 1998
                    Contingent on Shareholder Approval of the
                   Equity Compensation Plan on April 16, 1998


                                   I. GENERAL
1.1 Purpose
The purpose of this Plan is to provide  recognition and retirement  compensation
to eligible members of the Edison  International and Southern  California Edison
Company Boards of Directors  ("Boards") to facilitate the companies'  ability to
attract,  retain, and reward members of the Boards. 

1.2 Eligibility  Eligibility
in this Plan is limited to members of the Boards who have at least five years of
total  service  (which need not be  continuous  service) as  directors,  and who
retire or resign from the Boards in good standing or die while in service and in
good standing.  This Plan covers periods of service both as an employee director
and as an outside director. For purposes of this Plan, a year of service will be
determined  on a calendar year basis and a full year of service will be credited
for any fractional year served.

                          II. AMOUNT OF ANNUAL BENEFIT
2.1 Benefit
The Plan pays an annual  retirement  benefit  equal to the  annual  retainer  in
effect at the time of the eligible director's retirement, resignation, or death.
The retirement  benefit will be paid quarterly in advance in equal  installments
for the period  described in Section 3.1(a).  No additional  amount will be paid
for service on any of the  committees of the Boards,  nor will interest be paid.

2.2 Benefit of Directors in Service  Before 1996 If a director has Board service
prior to 1996,  the Plan will pay an annual  retirement  benefit  determined  by
multiplying the director's  years of service before and after January 1, 1996 by
the  applicable  compensation  base and  dividing the sum of the products by the
director's  total years of service.  For service before 1996,  the  compensation
base will be (i) the annual  retainer  plus (ii) the regular  Board  meeting fee
multiplied by the annual number of regular meetings of the Board as described in
the

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Bylaws.  For  service  after  1995,  the  compensation  base will be the  annual
retainer.  The annual retainer,  the regular Board meeting fee and the number of
regular meetings of the Board will be those in effect, or made effective, at the
time of the eligible director's retirement, resignation or death.

2.3 Termination of Benefit Accrual for Service After 1997
Notwithstanding  any  other  provision  of this Plan to the  contrary,  no Board
Service after 1997 of any Director who is elected or re-elected as a Director in
1998,  or any time  thereafter,  will be taken  into  account  for  purposes  of
determining  benefits  payable under this Plan.  Benefits accrued based on Board
service prior to 1998 shall  otherwise  remain  payable in  accordance  with the
terms of the Plan.


                            III. DURATION OF PAYMENTS
3.1 Benefit Period
(a) The Plan benefit will be paid to the retired  director or his/her  surviving
spouse for the number of years equal to the director's total years of service on
the Boards.

(b) A break  in  service  on the  Board  of  Edison  International  or  Southern
California  Edison  Company which was required to allow the director to render a
period of uninterrupted high-level government service, and which was followed by
reelection  to  that  Board  within  12  months  after  the  completion  of such
government service, will be recognized under this Plan as a period of service on
that Board.

(c) A year of  simultaneous  service on the Boards of Edison  International  and
Southern  California  Edison Company will be counted as one year for computation
of the Plan's benefit period.

3.2 Commencement of Payments
The first  quarterly  installment of Plan Benefits will be paid on the first day
of the calendar quarter  following the director's  retirement as a director,  or
the 65th anniversary of the director's birth, whichever occurs later.

3.3 Survivor Benefits
(a) If the director dies without leaving a surviving  spouse,  a lump sum of any
benefit  payments  remaining  will be  calculated  and paid to the estate of the
director.

(b) If the director  dies leaving a surviving  spouse  before  retiring from the
Boards,  benefit  payments  to that  spouse  will  begin on the first day of the
calendar  quarter  following  the  date of the  director's  death,  or the  65th
anniversary of the director's birth, whichever occurs later.

(c) If the director dies leaving a surviving  spouse after benefit payments have
begun, benefit payments will continue and be paid to that spouse.


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(d) If the director dies leaving a surviving  spouse after  retirement  from the
Boards but before benefit  payments have begun,  benefit payments to that spouse
will  begin  on the  first  day of  the  calendar  quarter  following  the  65th
anniversary of the director's birth.

3.4 Termination of Benefit Payments
Once begun,  benefit payments to a retired director or his/her  surviving spouse
will continue until the earlier of the

         o     completion of payments for the Benefit Period, or

         o     date of death  of the  later  to die of the  director  or the
               surviving spouse. Upon said death, a lump sum of any remaining
               benefit  payments will be calculated and paid to that person's
               estate.


                                V. ADMINISTRATION

(a) This Plan is non-contributory, non-qualified and unfunded, and represents an
unsecured general  obligation of each Company.  No special fund or trust will be
created,  nor will  any  notes or  securities  be  issued  with  respect  to any
retirement benefits.

(b) The Chair of each Company's  Compensation and Executive Personnel Committee,
or the Vice President of Human Resources of Southern  California Edison Company,
will  have  full  and  final  authority  to  interpret  this  Plan,  and to make
determinations  advisable  for the  administration  of  this  Plan,  to  approve
ministerial  changes,  and to  approve  changes  as may  be  required  by law or
regulation. All such decisions and determinations will be final and binding upon
all parties.

(c) If any person entitled to payments under this Plan is, in the opinion of the
Committees or their designee,  incapacitated  and unable to use such payments in
his/her own best  interest,  the  Committees  or their  designee may direct that
payments (or any portion) be made to the person's spouse or legal  guardian,  as
an  alternative  to the payment to the person  unable to use the  payments.  The
Committees  or their  designee  will have no  obligation to supervise the use of
such payments.

(d) This Plan will be governed by the laws of the State of California.


                                 EDISON INTERNATIONAL AND
                            SOUTHERN CALIFORNIA EDISON COMPANY


                            Lillian R. Gorman
                            ---------------------------------
                            Lillian R. Gorman, Vice President