Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

The Board of Directors of Edison International (the "Board") previously approved, subject to shareholder approval, amendments to the Edison International 2007 Performance Incentive Plan (the "2007 Plan") that would (1) increase the number of shares of Edison International's common stock that may be delivered pursuant to awards granted under the 2007 Plan by an additional 13,000,000 shares, (2) replace the existing limit on the number of shares of Edison International common stock that may be delivered pursuant to "full-value awards" with a fungible share limit approach, which provides that shares issued in respect of any "full-value award" granted under the 2007 Plan after February 26, 2009 would be counted against the aggregate share limit as 1.75 shares for every one share actually issued in connection with the award (for this purpose, a "full-value award" generally means any award granted under the 2007 Plan other than a stock option or stock appreciation right), and (3) extend Edison International's authority to grant awards under the 2007 Plan intended to qualify as "performance-based awards" within the meaning of
Section 162(m) of the U.S. Internal Revenue Code through the 2013 annual meeting of shareholders. According to the preliminary results from Edison International's annual shareholder meeting held on April 23, 2009, Edison International's shareholders have approved the amendments to the 2007 Plan.

The following summary of the 2007 Plan is qualified in its entirety by reference to the text of the 2007 Plan, which was previously filed as Appendix A to the Edison International and Southern California Edison Company ("SCE") Joint Proxy Statement filed on March 13, 2009, and is incorporated by reference herein.

The Board or one or more committees appointed by the Board administers the 2007 Plan. The Board has delegated general administrative authority for the 2007 Plan to its Compensation and Executive Personnel Committee. The administrator of the 2007 Plan has broad authority under the 2007 Plan to, among other things, select participants and determine the type(s) of award(s) that they are to receive, and determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award.

Persons eligible to receive awards under the 2007 Plan include officers or employees of Edison International or any of its subsidiaries, and non-employee members of the Edison International and SCE Boards of Directors.

After giving effect to the 2007 Plan amendments, the maximum number of shares of Edison International's common stock that may be issued or transferred pursuant to awards under the 2007 Plan equals the sum of: (1) 21,500,000 shares, plus (2) the number of any shares subject

Page Two

to awards granted under the Edison International Equity Compensation Plan (the "ECP") and the Edison International 2000 Equity Plan (the "2000 Plan" and together with the ECP, the "Prior Plans") and outstanding on April 26, 2007, which expire, or for any reason are cancelled or terminated, after that date without being exercised or shares being delivered (including shares that become available because outstanding awards are settled in cash, but not any shares exchanged or withheld or deemed exchanged or withheld as full or partial payment for any award or for withholding taxes thereon).

The types of awards that may be granted under the 2007 Plan include stock options, stock appreciation rights, restricted stock, stock units, performance shares, stock bonuses and other forms of awards granted or denominated in Edison International's common stock, as well as certain cash bonus awards.