Exhibit 10.37 Retention Award Harold Ray



                                                   AMENDMENT TO
                             1985 DEFERRED COMPENSATION PLAN AGREEMENT FOR EXECUTIVES
                                                        AND
                            DEFERRED COMPENSATION PLAN DEFERRED COMPENSATION AGREEMENT

         WHEREAS, Harold B. Ray (the "Participant") and Southern California Edison Company, a California
corporation (the "Company") have entered into that certain 1985 Deferred Compensation Plan Agreement for
Executives (the "1985 Agreement"), dated September 27, 1985, and that certain Deferred Compensation Plan Deferred
Compensation Agreement, dated November 28, 1984 (the "1981A Agreement") (collectively, the "Agreements");

         NOW THEREFORE, Participant and Company agree that (1), effective December 31, 2003, the Agreements are
hereby amended as set forth below and (2) that the amendments set forth below only apply to the Agreements
between Participant and the Company and shall have no application whatsoever to any other agreements that may
have been entered into with executives under the 1985 Deferred Compensation Plan Agreement for Executives and the
Deferred Compensation Plan Deferred Compensation Agreement.

         1.       The third sentence of the second paragraph of Section 4 of the 1985 Agreement is hereby amended
in its entirety to read as follows:

         "Notwithstanding the preceding sentence, commencing January 1, 2004, the interest to be credited under
the agreement shall be credited at that same rate and manner as interest applicable to accounts under the Edison
International Executive Deferred Compensation Plan (as amended) (the "EDCP") or any successor plan, as such rate
exists from time to time; provided that if the EDCP and any successor plan ceases to exist, then interest shall
be credited at the last rate in effect under any successor plan, or, if there is no successor plan, the last rate
in effect under the EDCP."

         2.       The second sentence of the third paragraph of Section 5 of the 1985 Agreement is hereby amended
to read as follows:

         "Elections as to commencement, duration and frequency of the payments may be changed at any time up to
thirteen months prior to the commencement of payments by submitting a revised written election form to the
Company."

         3.       Section 7 of the 1985 Agreement is hereby amended in its entirety to read as follows:

         "Change of Election; Unscheduled Withdrawals.

         Upon written application at least thirteen months before benefit payments begin, the Participant or the
designated beneficiary may change the elected payout term, selecting either 10 or 15 years.



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         In addition, a Participant (or beneficiary if the Participant is deceased) may request in writing to the
Board an unscheduled withdrawal of all or a portion of the 1985 Plan Account which will be paid within 30 days in
a single lump sum; provided however, that (1) the minimum withdrawal will be 25% of the 1985 Plan Account
balance, (2) an election to withdraw 75% or more of the 1985 Plan Account balance will be deemed to be an election
to withdraw the entire balance, and (3) such an election may be made only once in a calendar year.  There will be
a penalty deducted from the 1985 Plan Account prior to an unscheduled withdrawal equal to 10% of the unscheduled
withdrawal; provided, however, that the 10% penalty shall be reduced to 5% if the Participant's request for an
unscheduled withdrawal is made within two years after a Change of Control (as such term is defined in the EDCP).
Notwithstanding anything contained in this paragraph to the contrary, an unscheduled withdrawal shall not be
permitted to the extent that the Company's or any related company's ability to deduct the payment would be
limited by Section 162(m) of the Code."

         4.       Section 10 of the 1985 Agreement is hereby amended in its entirety to read as follows:

         "Interpretation and Administration of Plan and Agreement.

         The Board shall have full power and authority to interpret, construe, administer, and amend the Plan and
this Agreement; provided, however, that no such amendment shall cancel or adversely affect, in any way, without
the Participant's prior written consent, the interest rate set forth in Section 4, the Participant's elected form
of distribution of benefits, or any other of the Participant's rights and benefits hereunder.  The Board's
interpretations and actions, including any valuation of the Participant's 1985 Plan Account, or the amount or
recipient of the payment to be made, shall be binding and conclusive on all person for all purposes.  Neither any
member of the Board, nor its designee, shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of the Plan and this Agreement."

         5.       Section 14 of the 1985 Agreement and all references thereto are hereby deleted.

         6.       The second paragraph of Section 4 of the 1981A Agreement is hereby amended in its entirety to
read as follows:

         "For periods prior to January 1, 2004, the interest to be credited to the account balances under this
Agreement shall be credited at that rate of interest reflected on the Participant's periodic account statements.
Commencing January 1, 2004, the interest to be credited to the account balances under this Agreement shall be
credited at the same rate and manner as interest applicable to accounts under the Edison International Executive
Deferred Compensation Plan (as amended) (the "EDCP") or any successor plan, as such rate exists from time to
time; provided that if the EDCP and any successor plan ceases to exist, then interest shall be credited at the
last rate in effect under any successor plan, or, if there is no successor plan, the last rate in effect under
the EDCP."

         7.       Section 10 of the 1981A Agreement is hereby amended by inserting the following paragraph after
the first paragraph:



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         "In addition, the Participant (or his or her designated beneficiary or beneficiaries) may request in
writing to the Board an unscheduled withdrawal of all or a portion of his or her account which will be paid
within 30 days in a single lump sum; provided however, that (i) the minimum withdrawal will be 25% of the account
balance, (ii) an election to withdraw 75% or more of the account balance will be deemed to be an election to
withdraw the entire balance, and (iii) such an election may be made only once in a calendar year.  There will be a
penalty deducted from the account prior to an unscheduled withdrawal equal to 10% of the unscheduled withdrawal;
provided, however, that the 10% penalty shall be reduced to 5% if the Participant's request for an unscheduled
withdrawal is made within two years after a Change of Control (as such term is defined in the EDCP).
Notwithstanding anything contained in this paragraph to the contrary, an unscheduled withdrawal shall not be
permitted to the extent that the Company's or any related company's ability to deduct the payment would be
limited by Section 162(m) of the Code."

         8.       Section 11 of the 1981A Agreement is hereby amended in its entirety to read as follows:

         "The Board shall have full power and authority to interpret, construe, administer, and amend the
Agreement; provided, however, that no such amendment shall cancel or adversely affect, in any way, without the
Participant's prior written consent, the interest rate set forth in Section 4, the Participant's elected form of
distribution of benefits, or any other of the Participant's rights and benefits hereunder.  The Board's
interpretations, constructions and actions, including any valuation of the Participant's account, or the amount
or recipient of the payment to be made, shall be binding and conclusive on all person for all purposes.  No
member of the Board, nor its designee, shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Agreement."

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year set forth above.



PARTICIPANT:                                         SOUTHERN CALIFORNIA EDISON
COMPANY



/S/ Harold B. Ray                                             /S/ Alan J. Fohrer
-----------------------------                                 -------------------------------------
Harold B. Ray                                                 Alan J. Fohrer
                                                              Its:      Chief Executive Officer