eixproxyltrtoshareholders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Edison International
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[The following letter was sent by Edison International to certain shareholders of its
common stock on April 20, 2009]
[Graphic omitted-Edison International letterhead]
April 17, 2009
Dear Shareholder,
The annual meeting of Edison International scheduled to be held on April 23, 2009 is
quickly approaching. Your vote is extremely important, regardless of the number of shares
of Edison International common stock that you own.
The Edison International Board of Directors recommends that you vote "FOR" the nominees for
Directors listed in the Joint Proxy Statement, "FOR" the ratification of the appointment of
the accounting firm, and "FOR" the management proposal to amend the 2007 Performance
Incentive Plan.
For reasons stated below and explained in the Joint Proxy Statement, the Edison
International Board of Directors recommends that you vote "AGAINST" the shareholder
proposal requesting an advisory vote on executive compensation.
o Our competitive compensation structure has aligned executive compensation with
shareholder value, which has resulted in adverse affects to executive incentive
compensation during periods where we have experienced stock price and earnings
declines.
o Shareholders can more clearly express their concerns and have a greater impact on our
compensation practices by communicating directly with our Investor Relations
department, Board of Directors, or individual members of the Compensation and
Executive Personnel Committee (the "Committee").
o A "yes" or "no" advisory vote would not provide the Board or its Committee with
meaningful guidance as to our compensation structure or individual executive
compensation payouts.
o The proposal may conflict with proposed federal legislation and might inappropriately
subject Edison International to standards that are different from those that may
be enacted into law and applicable to members of our peer group.
o Because our executive compensation program is already strongly aligned with company
performance, an advisory vote to ratify prior executive compensation is
unnecessary, and could undermine the fundamental role of the Board and its
Committee in formulating executive compensation principles and practices that
reflect the interests of shareholders.
Thank you for your continued support.
Very truly yours,
Barbara E. Mathews
Vice President, Associate General Counsel,
Chief Governance Officer and Corporate Secretary
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Your Vote Is Very Important!
Time is Running Out!
Please Vote by Internet or Telephone Today
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Vote by Internet Vote by Telephone
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[Power Point Graphic omitted- [Power Point Graphic omitted-
keyboard image] telephone image]
Follow these four easy steps to vote Follow these five easy steps to
online: vote via telephone:
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1. Read the proxy material and
proxy card.
1. Read the proxy material and 2. Please call toll-free
proxy card. 1-800-560-1965.
2. Go to the voting website 3. Enter the 3 digit company
www.eproxy.com/eix. number listed on your proxy
3. Enter the 3-digit company card.
number and 11-digit control 4. When prompted, enter the
number listed on your proxy card. 11-digit control number
4. Follow the instructions listed on your proxy card.
provided to vote. 5. Follow the instructions
provided to vote.
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