UNITED STATES BANKRUPTCY COURT
                          DISTRICT OF DELAWARE

--------------------------------------------------------------------X
                                  :
In re                                 :    CHAPTER 11
                                  :
EDISON  BROTHERS  STORES, INC., et al.,             :    Case  No.  95-1354
(PJW)
                                  :
          Debtors.                :    JOINTLY ADMINISTERED
                                  :
--------------------------------------------------------------------X


             DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION
          UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED

          Edison Brothers Stores, Inc. and its 65 affiliate Debtors propose
the  following joint plan of reorganization under section 1121(a) of  title
11 of the United States Code:

                               ARTICLE I.

                 DEFINITIONS AND CONSTRUCTION OF TERMS

      Definitions.  As used herein, the following terms have the respective
meanings specified below,  unless the context otherwise requires:

      1.1.   Administrative  Expense  Claim  means  any  right  to  payment
constituting a cost or expense of administration of any of the  Chapter  11
Cases   under  sections  503(b)  and  507(a)(1)  of  the  Bankruptcy  Code,
including, without limitation, any actual and necessary costs and  expenses
of  preserving  the estates of the Debtors, any actual and necessary  costs
and expenses of operating the business of the Debtors, any indebtedness  or
obligations incurred or assumed by the Debtors in Possession in  connection
with the conduct of their business, including, without limitation, for  the
acquisition  or  lease  of  property or an  interest  in  property  or  the
rendition  of services, all compensation and reimbursement of  expenses  to
the  extent Allowed by the Bankruptcy Court under section 330 or 503 of the
Bankruptcy  Code, any Administrative Reclamation Claim,  and  any  fees  or
charges  assessed against the estates of the Debtors under section 1930  of
chapter 123 of title 28 of the United States Code.

     1.2.  Administrative Reclamation Claim means any Claim  under  section
546(c) of the Bankruptcy Code, which, at the election of the holder thereof
pursuant to an order of the Bankruptcy Court dated June 4, 1996, is  deemed
an Administrative Expense Claim under the Plan.

    1.3. Allowed means, with reference to any Claim or Equity Interest, (a)
any  Claim against or Equity Interest in the Debtors which has been  listed
by  the Debtors in their Schedules, as such Schedules may be amended by the
Debtors  from  time  to time in accordance with Bankruptcy  Rule  1009,  as
liquidated  in  amount  and not disputed or contingent  and  for  which  no
contrary proof of claim or interest has been filed, (b) any Claim or Equity
Interest allowed hereunder, (c) any Claim or Equity Interest which  is  not
Disputed, or (d) any Claim or Equity Interest which, if Disputed, (i) as to
which,  pursuant to the Plan or a Final Order of the Bankruptcy Court,  the
liability of the Debtors and the amount thereof are determined by  a  final
order of a court of competent jurisdiction other than the Bankruptcy Court,
or (ii) has been Allowed by Final Order; provided, however, that any Claims
or  Equity Interests allowed solely for the purpose of voting to accept  or
reject  the Plan pursuant to an order of the Bankruptcy Court shall not  be
considered   Allowed  Claims   or   Allowed  Equity  Interests   hereunder.
Unless  otherwise  specified herein or by order of  the  Bankruptcy  Court,
Allowed Administrative Expense Claim,   Allowed Claim,  or  Allowed  Equity
Interest  shall not, for purposes of computation of distributions under the
Plan,  include  interest  on such Administrative Expense  Claim,  Claim  or
Equity Interest from and after the Commencement Date.

     1.4.  Amended Edison Bylaws means the amended and restated  Bylaws  of
Reorganized  Edison, which shall be in substantially the form contained  in
the Plan Supplement.

     1.5. Amended Edison Certificate of Incorporation means the amended and
restated Certificate of Incorporation of Reorganized Edison, which shall be
in substantially the form contained in the Plan Supplement.

     1.6. Authorized Denominations means $4,000 or any integral multiple of
$250 in excess thereof.

     1.7.  Avoidance Claims means all fraudulent transfer Causes of  Action
under  sections  544,  548  and  550 of the Bankruptcy  Code  or  otherwise
applicable  state  law  that  one or more of  the  Debtors  or  Debtors  in
Possession may have in connection with or arising out of the D&B Spinoff.

     1.8.  Ballot means the form distributed to each holder of an  impaired
Claim  or  Equity  Interest  on  which is to  be  indicated  acceptance  or
rejection of the Plan.

     1.9.  Bankruptcy  Code means title 11 of the United  States  Code,  as
amended from time to time, as applicable to the Chapter 11 Cases.

     1.10.     Bankruptcy Court means the United States District Court  for
the District of Delaware having jurisdiction over the Chapter 11 Cases and,
to  the extent of any reference under section 157 of title 28 of the United
States Code, the unit of such District Court under section 151 of title  28
of the United States Code.

     1.11.     Bankruptcy  Rules  means the  Federal  Rules  of  Bankruptcy
Procedure  as promulgated by the United States Supreme Court under  section
2075  of  title 28 of the United States Code, and any Local  Rules  of  the
Bankruptcy Court.

     1.12.     Bond  Counsel  means an attorney or  firm  of  attorneys  of
nationally  recognized standing in matters pertaining to the  validity  and
enforceability  of, and the tax-exempt nature of interest  on,  obligations
issued  by  states  and/or  cities  and  their  political  subdivisions  or
authorities.

     1.13.     Business Day means any day other than a Saturday, Sunday  or
any  other day on which commercial banks in New York, New York are required
or authorized to close by law or executive order.

     1.14.     Cash means legal tender of the United States of America  and
equivalents thereof.

     1.15.    Cash Distribution Pool means $119,000,000 (a) plus the sum of
(i)  the Pension Plan Proceeds to the extent received by the Debtors  prior
to the Effective Date, (ii) the Corporate Headquarters Building Proceeds to
the  extent received by the Debtors prior to the Effective Date, (iii)  the
Resolved  Avoidance Claims Proceeds and (iv) the Rights Exercise  Proceeds,
if  any, and (b) minus the LLC Funding Amount; provided, however, that  the
Debtors shall have the right, at or prior to the Confirmation Hearing,  (i)
in  their  sole  discretion, upon notice to the  Creditors'  Committee,  to
reduce  the  amount of the Cash Distribution Pool by up to $15,000,000,  in
$5,000,000  increments,  and  (ii)  with  the  consent  of  the  Creditors'
Committee,   to  reduce  the  Cash  Distribution  Pool  by  an   additional
$5,000,000,  provided  that, as a consequence of  any  such  reduction  and
contemporaneously  therewith, the New Notes Distribution  Amount  shall  be
increased by the amount of such reduction.

     1.16.     Causes  of  Action means, without limitation,  any  and  all
actions, causes of action, liabilities, obligations, rights, suits,  debts,
sums  of  money, damages, judgments, claims and demands whatsoever, whether
known or unknown, in law, equity or otherwise.

     1.17.     Chapter  11 Cases means the cases under chapter  11  of  the
Bankruptcy  Code  commenced by the Debtors, styled In  re  Edison  Brothers
Stores,   Inc.  et  al.,  Chapter  11  Case  No.  95-1354  (PJW),   Jointly
Administered, currently pending in the Bankruptcy Court.

     1.18.     Claim  has  the  meaning set forth in  section  101  of  the
Bankruptcy Code.

     1.19.     Claims  Resolution  Committee  means  the  committee  to  be
established pursuant to Section 13.7 of the Plan.

     1.20.     Class  means  a  category of holders  of  Claims  or  Equity
Interests as set forth in Article III of the Plan.

     1.21.     Class A Membership Units means 10,000,000 Class A Membership
Units in the EBS Litigation, L.L.C., 10,000,000 Class A Membership Units in
the  EBS Pension, L.L.C. and 10,000,000 Class A Membership Units in the EBS
Building, L.L.C.

     1.22.     Class B Membership Units means 10,000,000 Class B Membership
Units in the EBS Litigation, L.L.C., 10,000,000 Class B Membership Units in
the  EBS Pension, L.L.C. and 10,000,000 Class B Membership Units in the EBS
Building, L.L.C.

     1.23.    Collateral means any property or interest in property of  the
estates  of  the  Debtors  subject to a  Lien  to  secure  the  payment  or
performance  of a Claim, which Lien is not subject to avoidance  under  the
Bankruptcy  Code  or  otherwise  invalid  under  the  Bankruptcy  Code   or
applicable state law.

     1.24.     Commencement Date means November 3, 1995, the date on  which
the Debtors commenced the Chapter 11 Cases.

     1.25.     Confirmation Date means the date on which the Clerk  of  the
Bankruptcy Court enters the Confirmation Order on the docket.

     1.26.    Confirmation Hearing means the hearing held by the Bankruptcy
Court to consider confirmation of the Plan pursuant to section 1129 of  the
Bankruptcy Code, as such hearing may be adjourned or continued from time to
time.

     1.27.     Confirmation Order means the order of the  Bankruptcy  Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

     1.28.    Convenience Claim means any Unsecured Claim in the amount  of
$1,000  or  less and any Unsecured Claim that is reduced to $1,000  by  the
election of the holder thereof on such holder's Ballot.

     1.29.     Corporate Headquarters Building means the Debtors' corporate
headquarters building located at 501 North Broadway in St. Louis, Missouri.

     1.30.    Corporate Headquarters Building Lease means the lease for the
Corporate  Headquarters  Building between  the  EBS  Building,  L.L.C.,  as
lessor, and Reorganized Edison, as lessee, on the terms and subject to  the
conditions  described  in  Exhibit A annexed  hereto,  which  shall  be  in
substantially the form contained in the Plan Supplement.

     1.31.     Corporate  Headquarters Building  Proceeds  means  the  Cash
proceeds received by the Debtors or Reorganized Debtors as a consequence of
the sale, sale/leaseback or other disposition of the Corporate Headquarters
Building,  net  of  all  costs  and expenses incurred  by  the  Debtors  or
Reorganized Debtors in connection with such sale, sale/leaseback  or  other
similar  disposition, including, without limitation, all applicable  taxes,
brokers' fees, advertising fees, legal fees and filing fees.

      1.32.     Creditors'  Committee  means  the  statutory  committee  of
unsecured  creditors appointed in the Chapter 11 Cases pursuant to  section
1102 of the Bankruptcy Code.

     1.33.    D&B Common Stock means, collectively, the 4,417,498 shares of
common  stock in Dave & Buster's, Inc. (a Missouri corporation)  which  D&B
Spinoff  Stockholders were entitled to receive in connection with  the  D&B
Spinoff.

     1.34.    D&B Spinoff means the June 29, 1995 distribution by Edison of
its  85% equity interest in Dave & Buster's, Inc. (a Missouri corporation),
as  a stock dividend, to holders of Edison common stock as of June 19, 1995
and all related transactions.

     1.35.     D&B  Spinoff Release Minimum Rights means,  when  used  with
reference to a particular D&B Spinoff Stockholder, a number of Rights equal
to the product of (a) the D&B Spinoff Release Rights Multiplier and (b) the
number of shares of D&B Common Stock that such D&B Spinoff Stockholder  was
entitled to receive in connection with the D&B Spinoff.

     1.36.     D&B Spinoff Release Minimum Purchase Price means, when  used
with reference to a particular D&B Spinoff Stockholder, an amount equal  to
the product of (a) $5.6593 and (b) the number of shares of D&B Common Stock
that  such  D&B  Spinoff Stockholder was entitled to receive in  connection
with the D&B Spinoff.

    1.37.    D&B Spinoff Release Rights Multiplier means 2.2637, determined
by  dividing  the aggregate number of Rights (10,000,000) by the  aggregate
number of shares of D&B Common Stock (4,417,498).

     1.38.     D&B Spinoff Release Shortfall Amount means, when  used  with
reference to a particular D&B Spinoff Stockholder, an amount determined  in
accordance with the following formula:

(5.6593) x ((D&B Spinoff Release Minimum Rights  Number of Rights Exercised
by D&B Spinoff Stockholder) ? (D&B Spinoff Release Rights Multiplier))

     1.39.     D&B  Spinoff Settlement means the settlement, the  terms  of
which  are  set  forth  in Section 10.2 of the Plan, between  (a)  the  EBS
Litigation, L.L.C. and (b) each Released D&B Spinoff Stockholder,  pursuant
to  which  each Released D&B Spinoff Stockholder will be released from  any
and all Avoidance Claims against such Released D&B Spinoff Stockholder.

     1.40.    D&B Spinoff Settlement Period means the period commencing  on
or  about  the Effective Date and concluding on the D&B Spinoff  Settlement
Expiration Date.

     1.41.     D&B  Spinoff  Settlement Expiration Date  means  5:00  p.m.,
Eastern  Time on the day that is 30 days after the Effective  Date  or,  if
such day is not a Business Day, the next following Business Day.

     1.42.     D&B Spinoff Settlement Notice means the form of notice  that
will provide for the participation in the D&B Spinoff Settlement by certain
D&B Spinoff Stockholders in accordance with Section 10.2 of the Plan, which
notice  shall  contain  instructions for  the  proper  completion  and  due
execution  of such notice and timely delivery thereof, together with  other
requirements relating to the valid and effective exercise of the  right  to
participate in the D&B Spinoff Settlement.

     1.43.     D&B  Spinoff Settlement Offer means the  offer  by  the  EBS
Litigation,   L.L.C.   to  all  D&B  Spinoff  Stockholders,   pursuant   to
Section 10.2 of the Plan, to participate in the D&B Spinoff Settlement.

     1.44.     D&B  Spinoff  Settlement Proceeds means the  aggregate  Cash
proceeds  generated  by  the D&B Spinoff Settlement  Offer,  excluding  any
Rights Exercise Proceeds.

     1.45.     D&B  Spinoff  Stockholders means, collectively,  the  record
holders  of  Edison  common stock, determined in accordance  with  Edison's
books  and  records, as of the June 19, 1995 record date used to  determine
the  holders  of  Edison common stock entitled to participate  in  the  D&B
Spinoff.

     1.46.     Debtors means, collectively, Edison, Edison Brothers Apparel
Stores,  Inc.,  Edison Brothers Shoe Stores, Inc., Edison Paymaster,  Inc.,
Edison  Brothers Redevelopment Corporation, Edbro Missouri, Edison  Alabama
Stores,  Inc., Edison Arkansas Stores, Inc., Edison Colorado Stores,  Inc.,
Edison  Brothers  Company,  Edison Hawaii  Stores,  Inc.,  Edison  Illinois
Stores,  Inc.,  Edison Kansas Stores, Inc., Edison Kentucky  Stores,  Inc.,
Edison  Louisiana  Stores,  Inc.,  Edison  Maryland  Stores,  Inc.,  Edison
Massachusetts Stores, Inc., Edison Michigan Stores, Inc., Edison  Minnesota
Stores,  Inc.,  Edison  Mississippi Stores, Inc., Edison  Nebraska  Stores,
Inc.,  Edison  New  Jersey Stores, Inc., Edison New  Mexico  Stores,  Inc.,
Edison  New  York  Stores, Inc., Edison Ohio Stores, Inc., Edison  Oklahoma
Stores, Inc., Edison Oregon Stores, Inc., Edison Pennsylvania Stores, Inc.,
Edison  Tennessee  Stores,  Inc., Edison Texas Stores,  Inc.,  Edison  Utah
Stores,  Inc.,  Edbro  Ohio  Realty, Inc., EBSS-Montana,  Inc.,  EBSS-North
Central, Inc., EBSS-Indiana, Inc., EBSS-Iowa, Inc., EBSS-Kansas, Inc., EBSS-
Wisconsin,  Inc.,  EBSS-Northeast, Inc.,  EBSS-South,  Inc.,  EBSS-Mideast,
Inc.,   EBSS-Michigan,  Inc.,  EBSS-East,  Inc.,  EBSS-Ohio,  Inc.,   EBSS-
Pennsylvania, Inc., EBSS-Texas, Inc., EBSS-West, Inc., Edison  Puerto  Rico
Stores,  Inc.,  Ebscat,  Inc., Edison Brothers  Mall  Entertainment,  Inc.,
Horizon  Entertainment, Inc., Edison Brothers Stores  International,  Inc.,
Edisur,  Inc., EBS Holdings Corp., Edison Whittier Warehouse,  Inc.,  Edbro
California  USG -- 2, Inc., Edbro Missouri USG -- 2, Inc., Edbro California
USG  --  1,  Inc.,  Industrial  Design, Inc., Webster  Clothes,  Inc.,  Z&Z
Fashions, Ltd., Webster-Rossville, Inc., Time-Out Family Amusement Centers,
Inc.,  Tofac  of  Puerto  Rico, Inc., Sacha  Shoes  Ltd.  and  Mandel's  of
California.

     1.47.    Debtors in Possession means the Debtors in their capacity  as
debtors  in  possession in the Chapter 11 Cases pursuant to sections  1101,
1107(a) and 1108 of the Bankruptcy Code.

     1.48.     Director Options shall have the meaning set forth in Section
9.7 of the Plan.

     1.49.     Director Stock Option Plan means the Edison Brothers Stores,
Inc.  1997 Director Stock Option Plan, which shall be in substantially  the
form annexed to the Disclosure Statement as Exhibit F.

     1.50.     Disbursing Agent shall have the meaning set forth in Section
6.4(g) of the Plan.

     1.51.     Disclosure Statement means the disclosure statement relating
to  the  Plan,  including, without limitation, all exhibits  and  schedules
thereto,  as approved by the Bankruptcy Court pursuant to section  1125  of
the Bankruptcy Code.

     1.52.     Disputed  means,  with reference  to  any  Claim  or  Equity
Interest,  any  Claim  or Equity Interest proof of  which  was  timely  and
properly  filed and which has been or hereafter is listed on the  Schedules
as  unliquidated, disputed or contingent, and in either case or in the case
of an Administrative Expense Claim, any Administrative Expense Claim, Claim
or  Equity  Interest which is disputed under the Plan or as  to  which  the
Debtors or, if not prohibited by the Plan, any other party in interest  has
interposed  a timely objection and/or request for estimation in  accordance
with  section 502(c) of the Bankruptcy Code and Bankruptcy Rule 3018, which
objection  and/or  request  for  estimation  has  not  been  withdrawn   or
determined  by  a  Final Order, and any Claim or Equity Interest  proof  of
which  was required to be filed by order of the Bankruptcy Court but as  to
which a proof of claim or interest was not timely or properly filed.

     1.53.    Disputed Claim Amount means the amount set forth in the proof
of  claim  relating to a Disputed Claim or, if an amount  is  estimated  in
respect  of  a  Disputed  Claim in accordance with section  502(c)  of  the
Bankruptcy  Code  and  Bankruptcy Rule 3018 for purposes  of,  among  other
things, Section 6.4(c)(i) of the Plan, the amount so estimated pursuant  to
an order of the Bankruptcy Court.

     1.54.     EBS  Building, L.L.C. means the Delaware  limited  liability
company formed pursuant to the EBS Building LLC Members Agreement.

     1.55.    EBS Building LLC Members Agreement means that certain Members
Agreement  to  govern  the  EBS  Building,  L.L.C.,  which  shall   be   in
substantially the form contained in the Plan Supplement.

     1.56.     EBS Litigation, L.L.C. means the Delaware limited  liability
company formed pursuant to the EBS Litigation LLC Members Agreement.

     1.57.     EBS  Litigation  LLC Members Agreement  means  that  certain
Members Agreement to govern the EBS Litigation, L.L.C., which shall  be  in
substantially the form contained in the Plan Supplement.

     1.58.     EBS  Pension,  L.L.C. means the Delaware  limited  liability
company formed pursuant to the EBS Pension LLC Members Agreement.

     1.59.     EBS Pension LLC Members Agreement means that certain Members
Agreement   to  govern  the  EBS  Pension,  L.L.C.,  which  shall   be   in
substantially the form contained in the Plan Supplement.

     1.60.     Edbro Missouri means Edbro Missouri Realty Company, Inc.,  a
Missouri corporation.

     1.61.     Edbro  Missouri  Facility means all  land  and  improvements
presently  leased  to  Edbro Missouri pursuant to  the  Series  1977  Lease
Agreement  or  the Series 1985 Lease Agreement, together with any  fixtures
appurtenant thereto and any personalty located thereon and related  to  the
foregoing  which  is owned by Edbro Missouri or leased  by  Edbro  Missouri
under  the terms of the Series 1977 Lease Agreement and/or the Series  1985
Lease Agreement.

     1.62.     Edison  means  Edison  Brothers  Stores,  Inc.,  a  Delaware
corporation.

     1.63.     Edison  Equity Interest means any share of common  stock  or
other instrument evidencing a present ownership interest in Edison, whether
or  not  transferable,  and any option, warrant or  right,  contractual  or
otherwise, to acquire any such interest.

     1.64.     Effective  Date means the first Business Day  on  which  the
conditions  specified in Section 11.1 of the Plan have  been  satisfied  or
waived.

    1.65.    Employment Contracts means the employment contracts or amended
employment  contracts  entered into between  the  Reorganized  Debtors  and
certain  of their key executives, which shall be in substantially the  form
annexed to the Disclosure Statement as Exhibit F.

     1.66.     Equity  Committee  means the committee  of  equity  security
holders appointed in the Chapter 11 Cases pursuant to section 1102  of  the
Bankruptcy Code.

     1.67.     Equity  Interest means any share of common  stock  or  other
instrument evidencing an ownership interest in any of the Debtors,  whether
or  not  transferable,  and any option, warrant or  right,  contractual  or
otherwise, to acquire any such interest.

    1.68.    Final Order means an order of the Bankruptcy Court as to which
the  time  to  appeal, petition for certiorari, or move for  reargument  or
rehearing  has expired and as to which no appeal, petition for  certiorari,
or  other proceedings for reargument or rehearing shall then be pending  or
as  to  which  any  right to appeal, petition for certiorari,  reargue,  or
rehear shall have been waived in writing in form and substance satisfactory
to  the Debtors or the Reorganized Debtors or, in the event that an appeal,
writ  of  certiorari, or reargument or rehearing thereof has  been  sought,
such  order  of  the  Bankruptcy Court shall have been  determined  by  the
highest  court to which such order was appealed, or certiorari,  reargument
or  rehearing  shall  have been denied and the time  to  take  any  further
appeal,  petition for certiorari or move for reargument or rehearing  shall
have  expired; provided, however, that the possibility that a motion  under
Rule  59  or  Rule  60  of  the Federal Rules of Civil  Procedure,  or  any
analogous  rule  under the Bankruptcy Rules, may be filed with  respect  to
such order shall not cause such order not to be a Final Order.

     1.69.     Funding  Escrow  means the escrow  established  pursuant  to
Section 5.2 of the Plan and governed by the Funding Escrow Agreement.

    1.70.    Funding Escrow Assets means (a) $16,000,000, (b) the documents
of  title to the Funding Escrow Properties and (c) anything deposited in or
transferred  to or earned by the Funding Escrow on or after  the  Effective
Date;  provided, however, that if the Debtors have, prior to the  Effective
Date,  entered  into a contract to sell, sell and lease back  or  otherwise
dispose  of one or more of the Funding Escrow Properties, the Cash proceeds
of  such transaction or, if such Cash proceeds have not been received prior
to  the  Effective Date, the right to receive such Cash proceeds, shall  be
transferred into the Funding Escrow in lieu of the Funding Escrow  Property
or Funding Escrow Properties disposed of.

    1.71.    Funding Escrow Agent means the escrow agent appointed pursuant
to Section 5.2 of the Plan and the Funding Escrow Agreement.

     1.72.    Funding Escrow Agreement means the escrow agreement governing
the  Funding Escrow, which shall be in substantially the form contained  in
the Plan Supplement.

     1.73.     Funding Escrow Mortgages means the mortgages on the  Funding
Escrow  Properties, which shall be in substantially the form  contained  in
the Plan Supplement.

    1.74.    Funding Escrow Properties means the following properties owned
by  the Debtors:  (a) a parcel of land containing a 13-story building  with
accompanying  driveways  and parking facility located  at  400  South  14th
Street,  St. Louis, Missouri; (b) a parcel of land containing a  five-story
building plus basement comprising the whole of Block 282 of the City of St.
Louis  located  at  1230 North Second Street, St. Louis,  Missouri;  (c)  a
parcel  of  land containing a four-story building plus basement located  in
Cook County, Illinois at 131-133 South State Street, Chicago, Illinois; (d)
a  parcel  of  land containing approximately 15.02 acres  together  with  a
building  thereon containing approximately 309,444 square  feet  of  ground
floor  space with accompanying parking facility and truck areas located  at
1351  Redmond  Road, Rome, Georgia; and (e) a parcel of land in  Princeton,
Potaka County, Illinois, containing approximately 41.19 acres together with
a  building thereon containing approximately 369,000 square feet of  ground
floor  space with accompanying parking facility and truck areas located  at
U.S. 41 and Highway 100, Princeton, Indiana.

    1.75.    General Unsecured Claim means any Unsecured Claim other than a
Convenience Claim.

     1.76.     Initial  Distribution Date means the date that  is  60  days
subsequent to the Effective Date, or as soon thereafter as is practicable.

     1.77.     Insured  Claim means any Claim arising from an  incident  or
occurrence that is covered under the Debtors' insurance policies.

     1.78.     Issuer  means  the  City  of  Washington,  Franklin  County,
Missouri, as the issuer of the Original Bonds or the Series 1997 Bonds,  as
applicable.

     1.79.     Lien  has  the  meaning set forth  in  section  101  of  the
Bankruptcy Code.

     1.80.     LLC  Funding Amount means an amount determined in  the  sole
discretion of the Creditors' Committee and specified in a writing  provided
to  the  Debtors  by  no  later than 10 days  prior  to  the  date  of  the
Confirmation Hearing; provided, however, that such amount shall in no event
be greater than the Cash Distribution Pool.

    1.81.    Management Options shall have the meaning set forth in Section
9.6 of the Plan.

     1.82.    Membership Certificates means, collectively, the certificates
which  will  be  delivered to each person who is to receive a  distribution
under the Plan (including distributions to be made following an exercise of
Rights) of Class A Membership Units.

     1.83.     Mercantile means Mercantile Bank National Association (f/k/a
Mercantile Bank of St. Louis, National Association, f/k/a Mercantile  Trust
Company National Association).

     1.84.    New Common Stock means the common stock of Reorganized Edison
authorized  and  to be issued pursuant to the Plan.  The New  Common  Stock
shall  have  a par value of $.01 per share and such rights with respect  to
dividends,  liquidation, voting and other matters as are  provided  for  by
applicable  nonbankruptcy  law  or in the  Amended  Edison  Certificate  of
Incorporation and the Amended Edison Bylaws.

     1.85.    New Common Stock Distribution Pool means 10,000,000 shares of
New Common Stock minus the number of shares of New Common Stock issuable as
a  consequence of valid exercises of Rights pursuant to Section 10.1 of the
Plan.

     1.86.     New Notes means the promissory notes authorized  and  to  be
issued  pursuant  to the Plan on the terms and subject  to  the  conditions
described in Exhibit B annexed hereto.

     1.87.    New Notes Distribution Amount means $100,000,000 in principal
amount  of New Notes; provided, however, that the principal amount  of  the
New Notes may be increased as described in Section 1.15 of the Plan.

     1.88.     New  Notes  Indentures means the trust indenture  and  first
supplemental trust indenture between Reorganized Edison, as issuer, and the
indenture  trustee, which shall be in substantially the form  contained  in
the Plan Supplement.

     1.89.     Original Bondholder means any of the Series 1977 Bondholders
or any of the Series 1985 Bondholders.

     1.90.    Original Bonds means, collectively, the Series 1977 Bonds and
Series 1985 Bonds.

      1.91.     Other  Priority  Claim  means  any  Claim,  other  than  an
Administrative Expense Claim or a Priority Tax Claim, entitled to  priority
in right of payment under section 507(a) of the Bankruptcy Code.

     1.92.     Other  Secured Claim means any Secured Claim, other  than  a
Secured  Series  1977  Bondholder Claim, a Secured Series  1985  Bondholder
Claim or a Secured Tax Claim.

    1.93.    Pension Plan means the Edison Brothers Stores Pension Plan, as
the same may have been or may be amended, modified, revised or restated.

    1.94.    Pension Plan Payment Date means the date upon which there is a
final distribution of assets from the Pension Plan.

     1.95.    Pension Plan Proceeds means the Cash proceeds received by the
Debtors or Reorganized Debtors as a consequence of the termination  of  the
Pension Plan, net of (a) the Pension Plan assets transferred to a qualified
replacement  plan within the meaning of section 4980(d)(2) of the  Internal
Revenue Code (which assets in excess of accrued benefits are not to  exceed
the  statutory  minimum  required to limit excise  taxes  relating  to  the
termination  of the Pension Plan to 20%), (b) all costs, fees and  expenses
incurred or for which a reserve is established in connection with,  arising
from  or related to such termination and the establishment of a replacement
pension  plan,  (c)  all  excise  taxes arising  from  or  related  to  the
termination  of  the Pension Plan and (d) all applicable income  taxes,  if
any,  incurred  in  connection with, or arising  from  or  related  to  the
termination  of  the  Pension Plan for which a reserve  in  the  amount  of
$7,000,000 is established.


     1.96.    Plan means this chapter 11 plan of reorganization, including,
without  limitation,  the  Plan Supplement and all  exhibits,  supplements,
appendices and schedules hereto, either in its present form or as the  same
may be altered, amended or modified from time to time.

     1.97.     Plan  Supplement means the forms of documents  specified  in
Section 13.17 of the Plan.

     1.98.    Priority Tax Claim means any Claim of a governmental unit  of
the kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

     1.99.    Pro Rata Share means a proportionate share, so that the ratio
of  the consideration distributed on account of an Allowed Claim or Allowed
Equity  Interest in a Class to the amount of such Allowed Claim or  Allowed
Equity Interest is the same as the ratio of the amount of the consideration
distributed on account of all Allowed Claims or Allowed Equity Interests in
such  Class to the amount of all Allowed Claims or Allowed Equity Interests
in such Class.

     1.100.   Quarter means the period beginning on the Effective Date  and
ending  on  the next of October 31, January 31, April 30 and July  31,  and
each three month period thereafter.

    1.101.   Record Date means the day that is five days from and after the
Confirmation Date.

     1.102.    Registration  Rights Agreement means a  registration  rights
agreement  to  be entered into pursuant to Section 6.8 of the Plan  between
Reorganized Edison and any person or entity entitled to become a  party  to
such  registration rights agreement under Section 6.8 of  the  Plan,  which
shall be in substantially the form contained in the Plan Supplement.

      1.103.    Released  D&B  Spinoff  Stockholder  means  a  D&B  Spinoff
Stockholder (a) who exercises, in accordance with Section 10.1 of the Plan,
a number of Rights greater than or equal to the D&B Spinoff Release Minimum
Rights  (and elects to participate in the D&B Spinoff Settlement in respect
of  each Right exercised), (b) who pays, in accordance with Section 10.2 of
the  Plan,  an  amount  greater than or equal to the  D&B  Spinoff  Release
Minimum  Purchase Price or (c) who (i) exercises a number  of  Rights  less
than  the D&B Spinoff Release Minimum Rights (and elects to participate  in
the  D&B  Spinoff Settlement in respect of each Right exercised)  and  (ii)
pays,  in accordance with Section 10.2 of the Plan, an amount equal to  the
D&B Spinoff Release Shortfall Amount.

    1.104.   Remarketing Agent shall have the meaning ascribed to such term
in Schedule 4 to the Plan.

     1.105.   Reorganized Debtors means Reorganized Edison and each of  the
Reorganized Subsidiaries.

     1.106.    Reorganized  Edbro Missouri means  Edbro  Missouri,  or  any
successor  thereto by merger, consolidation or otherwise, on and after  the
Effective Date.

     1.107.   Reorganized Edison means Edison, or any successor thereto  by
merger, consolidation or otherwise, on and after the Effective Date.

     1.108.    Reorganized Subsidiaries means each of the Subsidiaries,  or
any  successors thereto by merger, consolidation or otherwise, on and after
the Effective Date.

     1.109.   Reserve shall have the meaning set forth in Section 6.4(c)(i)
of the Plan.

     1.110.    Restricted Stock shall have the meaning set forth in Section
9.8 of the Plan.

     1.111.   Restricted Stock Agreements means the agreements entered into
between Edison and certain of its key executives with respect to the  award
by  Edison  of Restricted Stock to such key executives, which shall  be  in
substantially the form annexed to the Disclosure Statement as Exhibit F.

    1.112.   Resolved Avoidance Claims means all Avoidance Claims that are,
prior  to  the  Effective Date, the subject of a compromise and  settlement
approved  pursuant  to  Bankruptcy Rule 9019 by Final  Order  or  otherwise
resolved, discontinued, abandoned or dismissed.

     1.113.    Resolved Avoidance Claims Proceeds means the  Cash  proceeds
received by the Debtors or Reorganized Debtors prior to the Effective  Date
as a consequence of the Resolved Avoidance Claims.

     1.114.    Rights means 10,000,000 uncertificated, transferable rights,
exercisable   in   the   aggregate  to  purchase   the   Rights   Aggregate
Consideration,  which rights shall be issued to holders of  Allowed  Edison
Equity Interests pursuant to Section 4.8 of the Plan and be exercisable  in
accordance with the provisions of Section 10.1 of the Plan.

    1.115.   Rights Agent means the person designated by the Debtors as the
Rights agent by no later than 10 days prior to the date of the Confirmation
Hearing.

     1.116.    Rights  Aggregate Consideration means the New  Common  Stock
Distribution  Pool  and  the Class A Membership Units  in  EBS  Litigation,
L.L.C.

    1.117.   Rights Exercise Instructions means the instructions which will
accompany  the  Rights Exercise Notice and which will include  instructions
for  the proper completion and due execution of the Rights Exercise  Notice
and  timely delivery thereof, together with other requirements relating  to
the valid and effective exercise of the Rights.

    1.118.   Rights Exercise Notice means the form of exercise notice which
will provide for the exercise of the Rights by each holder thereof.

    1.119.   Rights Exercise Period means the period commencing on or about
the Effective Date and concluding on the Rights Expiration Date.

    1.120.   Rights Exercise Price means $16.40 per Right.

     1.121.    Rights Exercise Proceeds means the aggregate  Cash  proceeds
generated  by the exercise of the Rights pursuant to Section  10.1  of  the
Plan.

     1.122.   Rights Expiration Date means 5:00 p.m., Eastern Time  on  the
day  that  is  30 days after the Effective Date or, if such day  is  not  a
Business Day, the next following Business Day.

     1.123.   Schedules means the schedules of assets and liabilities,  the
list of holders of Equity Interests and the statements of financial affairs
filed  by  the  Debtors  under  section 521  of  the  Bankruptcy  Code  and
Bankruptcy Rule 1007, and all amendments and modifications thereto  through
the Confirmation Date.

     1.124.   Secured Claim means any Claim, to the extent reflected in the
Schedules  or  a proof of claim as a Secured Claim, which is secured  by  a
Lien  on  Collateral  to  the extent of the value of  such  Collateral,  as
determined in accordance with section 506(a) of the Bankruptcy Code, or, in
the  event  that such Claim is subject to setoff under section 553  of  the
Bankruptcy Code, to the extent of such setoff.

     1.125.    Secured Series 1977 Bondholder Claim means any  Series  1977
Bondholder Claim to the extent such Claim is a Secured Claim.

     1.126.    Secured Series 1985 Bondholder Claim means any  Series  1985
Bondholder Claim to the extent such Claim is a Secured Claim.

     1.127.    Secured Tax Claim means any Secured Claim which, absent  its
secured  status,  would be entitled to priority in right of  payment  under
section 507(a)(8) of the Bankruptcy Code.

     1.128.    Series 1977 Bond Documents means, collectively,  the  Series
1977  Bonds,  the  Series  1977  Bond  Ordinance,  the  Series  1977  Lease
Agreement,  the  Series  1977 Guaranty and each  of  the  other  documents,
instruments,   certificates  or  agreements  executed  and   delivered   in
connection with any of the foregoing documents or otherwise with respect to
the issuance of the Series 1977 Bonds, as heretofore amended, supplemented,
restated and/or modified.

     1.129.    Series 1977 Bond Ordinance means that certain Ordinance  No.
4930  adopted by the Issuer on June 9, 1977, pursuant to which  the  Series
1977 Bonds were issued.

    1.130.   Series 1977 Bondholder Claim means any Claim filed by the City
on  behalf of all Series 1977 Bondholders, against Edbro Missouri or Edison
arising under or relating to the Series 1977 Bond Documents.

     1.131.   Series 1977 Bondholders means the person or persons in  whose
name or names any Series 1977 Bond shall be registered on the books of  the
Issuer  or paying agent therefor, kept for that purpose in accordance  with
the terms of the Series 1977 Bond Ordinance.

     1.132.    Series  1977 Bonds means the City of Washington,  County  of
Franklin,  State  of  Missouri Industrial Revenue Bonds,  Series  of  1977,
issued in the original aggregate principal amount of $3,950,0000.

     1.133.    Series  1977  Guaranty  means,  collectively,  that  certain
Guaranty,  dated  December 15, 1976, executed by Edison, and  that  certain
Guaranty,  dated  June  6,  1977, executed by  Edison,  each  securing  the
obligations of Edbro Missouri under the Series 1977 Lease Agreement.

     1.134.    Series 1977 Lease Agreement means that certain Agreement  of
Lease  and Option to Purchase, dated December 15, 1976, between the  Issuer
and Edbro Missouri, as amended by that certain First Amendment of Lease and
Option  to  Purchase,  dated June 6, 1977, between  the  Issuer  and  Edbro
Missouri.

     1.135.   Series 1985 Bank Agreement means that certain Bank Agreement,
dated  as  of  November  15, 1985, between Edison and  Mercantile,  in  its
capacity as the holder of all Series 1985 Bonds.

     1.136.    Series 1985 Bond Documents means, collectively,  the  Series
1985  Bonds,  the  Series  1985  Bond  Indenture,  the  Series  1985  Lease
Agreement,  the  Series 1985 Bank Agreement, the Series 1985  Guaranty  and
each  of  the  other  documents, instruments,  certificates  or  agreements
executed and delivered in connection with any of the foregoing documents or
otherwise  with  respect  to  the issuance of the  Series  1985  Bonds,  as
heretofore amended, supplemented, restated and/or modified.

     1.137.    Series 1985 Bond Indenture means that certain  Indenture  of
Trust  dated  as of November 15, 1985, between the Issuer and the  Trustee,
pursuant  to  which  the Series 1985 Bonds were issued, together  with  any
supplements thereto.

     1.138.    Series 1985 Bondholder Claim means any Claim by the City  or
the  Trustee,  on  behalf  of  all Series 1985 Bondholders,  against  Edbro
Missouri  or  Edison  arising under or relating to  the  Series  1985  Bond
Documents.

     1.139.   Series 1985 Bondholders means the person or persons in  whose
name or names any Series 1985 Bond shall be registered on the books of  the
Trustee  kept for that purpose in accordance with the terms of  the  Series
1985 Bond Indenture.

     1.140.    Series  1985  Bonds means the City of  Washington,  Franklin
County, Missouri Industrial Revenue Refunding Bonds (Edbro Missouri  Realty
Company,  Inc.  Project) Series of 1985, issued in the  original  aggregate
principal amount of $5,500,000.

     1.141.    Series 1985 Guaranty means that certain Guaranty  Agreement,
dated  as  of  November  15, 1985, among the Issuer,  Trustee  and  Edison,
securing  the  obligations of Edbro Missouri under the  Series  1985  Lease
Agreement.

     1.142.   Series 1985 Lease Agreement means that certain Amended  Lease
Agreement, dated November 15, 1985, between the Issuer and Edbro  Missouri,
as  amended  by  that certain Amendment to Amended Lease  Agreement,  dated
November 28, 1994, between the Issuer and Edbro Missouri.

     1.143.   Series 1997 A Bondholders means the registered holders of the
Series 1997 A Bonds.

     1.144.   Series 1997 B Bondholders means the registered holders of the
Series 1997 B Bonds.

     1.145.   Series 1997 A Bonds means those certain tax-exempt industrial
development  revenue refunding bonds in the aggregate principal  amount  of
$2,482,000  issued by the Issuer for the purpose of refunding a portion  of
the outstanding Series 1977 Bonds in an aggregate principal amount equal to
the Allowed Secured Series 1977 Bondholder Claim, which Series 1997 A Bonds
shall have the interest rate, maturity and other terms as more specifically
described on Schedule 3 to the Plan.

     1.146.   Series 1997 B Bonds means those certain tax-exempt industrial
development  revenue refunding bonds in the aggregate principal  amount  of
$4,235,000  issued by the Issuer for the purpose of refunding a portion  of
the outstanding Series 1985 Bonds in an aggregate principal amount equal to
the Allowed Secured Series 1985 Bondholder Claim, which Series 1997 B Bonds
shall have the interest rate, maturity and other terms as more specifically
described on Schedule 4 to the Plan.

     1.147.   Series 1997 Bond Indenture shall have the meaning ascribed to
such term in Schedule 1 to the Plan.

    1.148.   Series 1997 Bondholders means, collectively, the Series 1997 A
Bondholders and the Series 1997 B Bondholders.

    1.149.   Series 1997 Bonds means, collectively, the Series 1997 A Bonds
and Series 1997 B Bonds.

     1.150.    Series  1997  Collateral Documents shall  have  the  meaning
ascribed to such term in Schedule 2 to the Plan.

     1.151.   Series 1997 Guaranty shall have the meaning ascribed to  such
term in Schedule 2 to the Plan.

     1.152.   Series 1997 Loan shall have the meaning ascribed to such term
in Schedule 1 to the Plan.

     1.153.   Series 1997 Loan Agreement shall have the meaning ascribed to
such term in Schedule 1 to the Plan.

     1.154.    Series 1997 Loan Documents means, collectively,  the  Series
1997  Loan  Agreement,  the Series 1997 Note, the  Series  1997  Collateral
Documents, and any other agreements, instruments, certificates, statements,
or  other  documents  executed by Reorganized Edbro  Missouri,  Reorganized
Edison, or any of the other Reorganized Debtors in connection with  any  of
the  foregoing documents and/or the making of the Series 1997 Loan and  the
issuance of the Series 1997 Bonds.

     1.155.   Series 1997 Note shall have the meaning ascribed to such term
in Schedule 1 to the Plan.

      1.156.    Series  1997  Refunding  Conditions  means  the  conditions
described on Schedule 2 to the Plan.

     1.157.   Stock Option Plan means the Edison Brothers Stores, Inc. 1997
Stock Option Plan, which shall be in substantially the form annexed to  the
Disclosure Statement as Exhibit F.

    1.158.   Subsequent Distribution Date means the twentieth day after the
end  of the Quarter following the Quarter in which the Initial Distribution
Date occurs and the twentieth day after the end of each subsequent Quarter;
provided,  however,  that  solely for purposes of Sections  4.7(b)(ii)  and
6.4(e) of the Plan, the first and second Subsequent Distribution Date shall
occur on the twentieth day after the end of the second and fourth Quarters,
respectively, following the Quarter in which the Initial Distribution  Date
occurs.

     1.159.   Subsidiary means any Debtor of which Edison owns directly  or
indirectly all of the outstanding capital stock.

     1.160.   Subsidiary Equity Interest means any share of common stock or
other  instrument evidencing a present ownership interest  in  any  of  the
Subsidiaries,  whether  or not transferable, and  any  option,  warrant  or
right, contractual or otherwise, to acquire any such interest.

     1.161.    Surplus Distributions shall have the meaning  set  forth  in
Section 6.4(e) of the Plan.

     1.162.    Tort  Claim  means any Claim relating  to  personal  injury,
property  damage  or  products liability or other  similar  Claim  asserted
against  any  of the Debtors that has not been compromised and  settled  or
otherwise resolved.

     1.163.    Trustee  means, (i) with respect to the Series  1985  Bonds,
Mercantile in its capacity as trustee under the Series 1985 Bond  Indenture
and  (ii) with respect to the Series 1997 Bonds, the trust company or  bank
(which  shall be acceptable to Edbro Missouri) which is initially appointed
by the Issuer as Trustee under the Series 1997 Bond Indenture.

     1.164.    Unresolved Avoidance Claims means all Avoidance Claims  that
are  not,  prior  to the Effective Date, the subject of  a  compromise  and
settlement  approved pursuant to Bankruptcy Rule 9019  by  Final  Order  or
otherwise resolved, discontinued, abandoned or dismissed.

     1.165.   Unsecured Claim means any Claim that is not a Secured  Claim,
Administrative Expense Claim, Priority Tax Claim or Other Priority Claim.

     1.166.   Warrants means warrants to purchase New Common Stock, on  the
terms  and subject to the conditions described in Exhibit C annexed hereto,
to  be  distributed  to  the  holders of Allowed  Edison  Equity  Interests
pursuant to Section 4.8 of the Plan.

     1.167.    Warrant  Distribution  Pool  means  approximately  1,008,791
Warrants.

     Interpretation; Application of Definitions and Rules of  Construction.
Wherever  from  the  context it appears appropriate, each  term  stated  in
either  the singular or the plural shall include both the singular and  the
plural  and  pronouns stated in the masculine, feminine  or  neuter  gender
shall  include  the  masculine,  feminine  and  neuter.   Unless  otherwise
specified, all section, article, schedule or exhibit references in the Plan
are  to the respective Section in, Article of, Schedule to, or Exhibit  to,
the  Plan.   The words  herein,   hereof,   hereto,   hereunder  and  other
words  of  similar  import refer to the Plan as a  whole  and  not  to  any
particular section, subsection or clause contained in the Plan.  The  rules
of construction contained in section 102 of the Bankruptcy Code shall apply
to  the  construction of the Plan.  A term used herein that is not  defined
herein,  but  that is used in the Bankruptcy Code, shall have  the  meaning
ascribed to that term in the Bankruptcy Code.  The headings in the Plan are
for  convenience of reference only and shall not limit or otherwise  affect
the provisions of the Plan.

                              ARTICLE II.

                      TREATMENT OF ADMINISTRATIVE
                 EXPENSE CLAIMS AND PRIORITY TAX CLAIMS

     2.1.  Administrative Expense Claims.  Except to the  extent  that  any
entity  entitled  to  payment of any Allowed Administrative  Expense  Claim
agrees  to  a different treatment, each holder of an Allowed Administrative
Expense  Claim  shall  receive  Cash in an amount  equal  to  such  Allowed
Administrative  Expense Claim on the later of the Effective  Date  and  the
date  such  Administrative Expense Claim becomes an Allowed  Administrative
Expense  Claim, or as soon thereafter as is practicable; provided, however,
that   Allowed  Administrative  Expense  Claims  representing   liabilities
incurred in the ordinary course of business by the Debtors in Possession or
liabilities  arising  under  loans  or advances  to  or  other  obligations
incurred  by  the  Debtors  in Possession, to  the  extent  authorized  and
approved  by  the Bankruptcy Court if such authorization and  approval  was
required under the Bankruptcy Code, shall be paid in full and performed  by
the  Reorganized Debtors in the ordinary course of business  in  accordance
with  the  terms and subject to the conditions of any agreements governing,
instruments evidencing or other documents relating to, such transactions.

     2.2. Professional Compensation and Reimbursement Claims.  All entities
seeking  an  award  by  the Bankruptcy Court of compensation  for  services
rendered  or  reimbursement of expenses incurred through and including  the
Confirmation  Date  under  sections  503(b)(2),  503(b)(3),  503(b)(4)   or
503(b)(5)  of  the  Bankruptcy Code (a) shall file their  respective  final
applications  for  allowances of compensation  for  services  rendered  and
reimbursement  of expenses incurred through the Confirmation  Date  by  the
date that is 60 days after the Effective Date or such other date as may  be
fixed  by  the  Bankruptcy Court and, (b) if granted such an award  by  the
Bankruptcy  Court, shall be paid in full in such amounts as are Allowed  by
the  Bankruptcy  Court  (i) on the date such Administrative  Expense  Claim
becomes  an Allowed Administrative Expense Claim, or as soon thereafter  as
is practicable or (ii) upon such other terms as may be mutually agreed upon
between  such holder of an Administrative Expense Claim and the Debtors  in
Possession or, on and after the Effective Date, the Reorganized Debtors.

     2.3.  Priority Tax Claims.  Except to the extent that a holder  of  an
Allowed  Priority  Tax  Claim has been paid by the  Debtors  prior  to  the
Effective  Date  or  agrees to a different treatment,  each  holder  of  an
Allowed Priority Tax Claim shall receive, at the sole option of Reorganized
Edison,  (a) Cash in an amount equal to such Allowed Priority Tax Claim  on
the  later  of  the  Effective Date and the date such  Priority  Tax  Claim
becomes  an  Allowed  Priority  Tax Claim, or  as  soon  thereafter  as  is
practicable, or (b) equal annual Cash payments in an aggregate amount equal
to  such  Allowed  Priority Tax Claim, together with interest  at  a  fixed
annual rate equal to 8%, over a period through the sixth anniversary of the
date  of assessment of such Allowed Priority Tax Claim, or upon such  other
terms  determined  by the Bankruptcy Court to provide the  holder  of  such
Allowed Priority Tax Claim deferred Cash payments having a value, as of the
Effective Date, equal to such Allowed Priority Tax Claim.

                              ARTICLE III.

             CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

     Claims,  other  than Administrative Expense Claims  and  Priority  Tax
Claims,  and  Equity  Interests are classified for all purposes,  including
voting, confirmation and distribution pursuant to the Plan, as follows:

Class                                                              Status

Class 1 -- Other Priority Claims                               Unimpaired

Class 2 -- Secured Series 1977 Bondholder Claims                 Impaired

Class 3 -- Secured Series 1985 Bondholder Claims                 Impaired

Class 4 -- Secured Tax Claims                                    Impaired

Class 5 -- Other Secured Claims                                Unimpaired

Class 6 -- Convenience Claims                                    Impaired

Class 7 -- General Unsecured Claims                              Impaired

Class 8 -- Edison Equity Interests                               Impaired

                              ARTICLE IV.

                TREATMENT OF CLAIMS AND EQUITY INTERESTS

    4.1. CLASS 1 -- OTHER PRIORITY CLAIMS.

     (a)   Impairment and Voting.  Class 1 is unimpaired by the Plan.  Each
holder of an Allowed Other Priority Claim is conclusively presumed to  have
accepted the Plan and is not entitled to vote to accept or reject the Plan.

     (b)   Distributions.  Each holder of an Allowed Other  Priority  Claim
shall  receive Cash in an amount equal to such Allowed Other Priority Claim
on the later of the Effective Date and the date such Allowed Other Priority
Claim becomes an Allowed Other Priority Claim, or as soon thereafter as  is
practicable.

    4.2. CLASS 2 -- SECURED SERIES 1977 BONDHOLDER CLAIMS.

     (a)   Impairment and Voting.  Class 2 is impaired by  the  Plan.   The
beneficial  holders of the Secured Series 1977 Bondholder  Claims  are  the
Series  1977 Bondholders.  Consequently, each Series 1977 Bondholder  shall
be entitled to vote to accept or reject the Plan.

     (b)   Distributions.  On the Effective Date and upon  satisfaction  of
each  of  the Series 1997 Refunding Conditions, Reorganized Edbro  Missouri
shall  cause  the  Series 1997 A Bonds to be issued by the  Issuer  in  the
original  aggregate  principal amount of $2,482,000  and  shall  cause  the
distribution of the Series 1997 A Bonds to or on behalf of the Series  1977
Bondholders  as  of the Record Date in satisfaction of all Allowed  Secured
Series 1977 Bondholder Claims.  The Series 1997 A Bonds shall be issued for
the purpose of refunding a portion of the Series 1977 Bonds in an aggregate
principal  amount  equal  to  the Allowed Secured  Series  1977  Bondholder
Claims.   Each Series 1977 Bondholder shall receive Series 1997 A Bonds  in
Authorized Denominations, in an aggregate principal amount equal to 85%  of
the  principal  amount of the Series 1977 Bonds held by  such  Series  1977
Bondholder  as  of the Record Date.  The Series 1997 A Bonds  will  contain
such  terms  and  shall  be  issued pursuant  to  such  documents  as  more
particularly described on Schedules 1, 2 and 3 attached hereto and  made  a
part hereof.

   (c)  Lien Priority.  The Trustee, on behalf of and for the benefit of all
        Series 1997 Bondholders, shall have a first lien on the Edbro Missouri
        Facility to secure the Series 1997 Loan and the other obligations of
        Reorganized Edbro Missouri under the Series 1997 Loan Documents.  There
        shall be no priority in payment or lien rights of the Series 1997 A
        Bondholders  over the payment or lien rights of the Series  1997  B
        Bondholders but such payment and lien rights shall be pari passu with
        respect to each series of Series 1997 Bonds.
   
    4.3. CLASS 3 -- SECURED SERIES 1985 BONDHOLDER CLAIMS.

     (a)   Impairment and Voting.  Class 3 is impaired by  the  Plan.   The
beneficial  holders of the Secured Series 1985 Bondholder  Claims  are  the
Series  1985 Bondholders.  Consequently, each Series 1985 Bondholder  shall
be entitled to vote to accept or reject the Plan.

     (b)   Distributions.  On the Effective Date and upon  satisfaction  of
each  of  the Series 1997 Refunding Conditions, Reorganized Edbro  Missouri
shall  cause  the  Series 1997 B Bonds to be issued by the  Issuer  in  the
original  aggregate  principal amount of $4,235,000  and  shall  cause  the
distribution of the Series 1997 B Bonds to or on behalf of the Series  1985
Bondholders  as  of the Record Date in satisfaction of all Allowed  Secured
Series 1985 Bondholder Claims.  The Series 1997 B Bonds shall be issued for
the purpose of refunding a portion of the Series 1985 Bonds in an aggregate
principal  amount  equal  to  the Allowed Secured  Series  1985  Bondholder
Claims.   Each Series 1985 Bondholder shall receive Series 1997 B Bonds  in
Authorized Denominations, in an aggregate principal amount equal to 77%  of
the  principal  amount of the Series 1985 Bonds held by  such  Series  1985
Bondholder  as  of the Record Date.  The Series 1997 B Bonds  will  contain
such  terms  and  shall  be  issued pursuant  to  such  documents  as  more
particularly described on Schedules 1, 2 and 3 attached hereto and  made  a
part hereof.

     (c)  Lien Priority.  The Trustee, on behalf of and for the benefit  of
all  Series 1997 Bondholders, shall have a first lien on the Edbro Missouri
Facility  to  secure  the  Series 1997 Loan and the  other  obligations  of
Reorganized  Edbro  Missouri under the Series 1997 Loan  Documents.   There
shall  be  no  priority  in payment or lien rights of  the  Series  1997  A
Bondholders  over  the  payment  or  lien  rights  of  the  Series  1997  B
Bondholders  but  such payment and lien rights shall  be  pari  passu  with
respect to each series of Series 1997 Bonds.

    4.4. CLASS 4 -- SECURED TAX CLAIMS.

     (a)   Impairment and Voting.  Class 4 is impaired by the  Plan.   Each
holder  of  an Allowed Secured Tax Claim is entitled to vote to  accept  or
reject the Plan.

     (b)   Distributions.  Except to the extent that a holder of an Allowed
Secured Tax Claim has been paid by the Debtors prior to the Effective  Date
or  agrees to a different treatment, each holder of an Allowed Secured  Tax
Claim shall receive, at the sole option of Reorganized Edison, (i) Cash  in
an  amount equal to such Allowed Secured Tax Claim, including any  interest
on  such  Allowed Secured Tax Claim required to be paid pursuant to section
506(b)  of the Bankruptcy Code, on the later of the Effective Date and  the
date  such Allowed Secured Tax Claim becomes an Allowed Secured Tax  Claim,
or as soon thereafter as is practicable, or (ii) equal annual Cash payments
in  an  aggregate amount equal to such Allowed Secured Tax Claim,  together
with  interest at a fixed annual rate equal to 8.25%, over a period through
the sixth anniversary of the date of assessment of such Allowed Secured Tax
Claim,  or  upon  such  other terms determined by the Bankruptcy  Court  to
provide the holder of such Allowed Secured Tax Claim deferred Cash payments
having a value, as of the Effective Date, equal to such Allowed Secured Tax
Claim.

     (c)   Retention of Liens.  Each holder of an Allowed Secured Tax Claim
shall  retain the Liens (or replacement Liens as may be contemplated  under
nonbankruptcy  law)  securing  its Allowed Secured  Tax  Claim  as  of  the
Effective  Date  until full and final payment of such Allowed  Secured  Tax
Claim  is  made  as provided herein, and upon such full and final  payment,
such Liens shall be deemed null and void and shall be unenforceable for all
purposes.

    4.5. CLASS 5 -- OTHER SECURED CLAIMS.

     (a)   Impairment and Voting.  Class 5 is unimpaired by the Plan.  Each
holder  of an Allowed Other Secured Claim is conclusively presumed to  have
accepted the Plan and is not entitled to vote to accept or reject the Plan.

     (b)  Distributions/Reinstatement of Claims.  Except to the extent that
a holder of an Allowed Other Secured Claim agrees to a different treatment,
at  the  sole option of Reorganized Edison, (i) each Allowed Other  Secured
Claim  shall  be  reinstated  and rendered unimpaired  in  accordance  with
section  1124(2)  of the Bankruptcy Code, notwithstanding  any  contractual
provision  or applicable nonbankruptcy law that entitles the holder  of  an
Allowed  Other Secured Claim to demand or receive payment of  such  Allowed
Other  Secured  Claim prior to the stated maturity of  such  Allowed  Other
Secured Claim from and after the occurrence of a default, (ii) each  holder
of  an Allowed Other Secured Claim shall receive Cash in an amount equal to
such  Allowed  Other Secured Claim, including any interest on such  Allowed
Other  Secured Claim required to be paid pursuant to section 506(b) of  the
Bankruptcy  Code,  on the later of the Effective Date  and  the  date  such
Allowed Other Secured Claim becomes an Allowed Other Secured Claim,  or  as
soon thereafter as is practicable, or (iii) each holder of an Allowed Other
Secured  Claim  shall  receive the Collateral securing  its  Allowed  Other
Secured Claim and any interest on such Allowed Other Secured Claim required
to  be paid pursuant to section 506(b) of the Bankruptcy Code, in full  and
complete  satisfaction of such Allowed Other Secured Claim on the later  of
the Effective Date and the date such Allowed Other Secured Claim becomes an
Allowed Other Secured Claim, or as soon thereafter as is practicable.

    4.6. CLASS 6 -- CONVENIENCE CLAIMS.

     (a)   Impairment and Voting.  Class 6 is impaired by the  Plan.   Each
holder  of  an Allowed Convenience Claim is entitled to vote to  accept  or
reject the Plan.

     (b)  Distributions.  Each holder of an Allowed Convenience Claim as of
the  Record  Date  shall receive Cash in an amount equal to  100%  of  such
Allowed  Convenience Claim on the later of the Effective Date and the  date
such Allowed Convenience Claim becomes an Allowed Convenience Claim, or  as
soon thereafter as is practicable.

    4.7. CLASS 7 -- GENERAL UNSECURED CLAIMS.

     (a)   Impairment and Voting.  Class 7 is impaired by the  Plan.   Each
holder  of an Allowed General Unsecured Claim is entitled to vote to accept
or reject the Plan.

    (b)  Distributions.

    (i)   On  the  Initial Distribution Date or as soon  thereafter  as  is
    practicable, each holder of an Allowed General Unsecured  Claim  as  of
    the  Record  Date  shall  receive a Pro Rata  Share  of  (a)  the  Cash
    Distribution Pool less the amount of Cash in the Reserve, (b)  the  New
    Notes  Distribution Amount less the aggregate principal amount  of  New
    Notes  in the Reserve, (c) the New Common Stock Distribution Pool  less
    the number of shares of New Common Stock in the Reserve and (d) subject
    to  Sections 5.1(c) and 10.1 of the Plan and in accordance with Section
    6.4(b)  of  the Plan, the Class A Membership Units, plus  any  interest
    required to be paid pursuant to Section 6.4(a) of the Plan.

    (ii)  On  each Subsequent Distribution Date, each holder of an  Allowed
    General Unsecured Claim as of the Record Date shall receive a Pro  Rata
    Share  of the amount of Cash, New Notes, New Common Stock and  Class  A
    Membership Units in the Surplus Distributions.

4.8.     CLASS 8 -- EDISON EQUITY INTERESTS.

     (a)   Impairment and Voting.  Class 8 is impaired by the  Plan.   Each
holder  of an Allowed Edison Equity Interest is entitled to vote to  accept
or reject the Plan.

     (b)   Distributions.  Each holder of an Allowed Edison Equity Interest
as of the Record Date shall receive a Pro Rata Share of (i) the Warrants in
the  Warrant  Distribution Pool, on the later of the  Initial  Distribution
Date  and  the date such Allowed Edison Equity Interest becomes an  Allowed
Edison Equity Interest or as soon thereafter as is practicable and (ii) the
Rights, pursuant to section 10.1 of the Plan, on the Effective Date.

                               ARTICLE V.

                   ESTABLISHMENT OF LIMITED LIABILITY
               COMPANIES AND FUNDING ESCROW; PENSION PLAN

     5.1.  EBS  Litigation, L.L.C., EBS Pension, L.L.C. and  EBS  Building,
L.L.C.

     (a)   Creation.  Subject to Section 5.1(c) of the Plan, prior  to  the
Effective  Date,  (i)  the  EBS  Litigation, L.L.C.  shall  be  established
pursuant to the EBS Litigation LLC Members Agreement and the Plan, (ii) the
EBS  Pension, L.L.C. shall be established pursuant to the EBS  Pension  LLC
Members Agreement and the Plan and (iii) the EBS Building, L.L.C. shall  be
established  pursuant  to the EBS Building LLC Members  Agreement  and  the
Plan.

    (b)  Transfer of Certain Assets to the LLCs.

    (i)   Subject to Section 5.1(c) of the Plan, on the Effective Date, the
    Debtors  and  the  Reorganized  Debtors  shall  transfer  to  the   EBS
    Litigation, L.L.C. all of their right, title and interest in and to the
    Unresolved Avoidance Claims.  Subject to Section 5.1(c) of the Plan and
    pursuant  to  Section 10.2 of the Plan, as promptly as  is  practicable
    after  the D&B Spinoff Settlement Expiration Date, the Disbursing Agent
    shall transfer the D&B Spinoff Settlement Proceeds, if any, to the  EBS
    Litigation,  L.L.C.  The EBS Litigation, L.L.C. shall be appointed  the
    representative of the Debtors' estates for the purpose of retaining and
    enforcing  the Unresolved Avoidance Claims in accordance  with  section
    1123(b)(3)(B) of the Bankruptcy Code and the EBS Litigation LLC Members
    Agreement.

    (ii)      Subject to Section 5.1(c) of the Plan, on the Effective Date,
    the  Debtors  and  the Reorganized Debtors shall transfer  to  the  EBS
    Pension, L.L.C. the right to receive the Pension Plan Proceeds from the
    Reorganized  Debtors  within five days after the Pension  Plan  Payment
    Date.

    (iii)     Subject to Section 5.1(c) of the Plan, on the Effective Date,
    the  Debtors  and  the  Reorganized Debtors will transfer  to  the  EBS
    Building,  L.L.C.:  (a) the right to receive the Corporate Headquarters
    Building Proceeds if the Debtors or Reorganized Debtors have, as of the
    Effective Date, entered into a contract to sell, sell and lease back or
    otherwise dispose of the Corporate Headquarters Building and all of the
    Corporate Headquarters Building Proceeds have not been received by  the
    Debtors  prior to the Effective Date; provided, however, that  if  such
    contract  does  not thereafter result in the sale or other  disposition
    contemplated  thereby  within 60 days after  the  Effective  Date,  the
    Debtors shall promptly transfer the Corporate Headquarters Building  to
    the  EBS Building, L.L.C., or (b) if no such contract to sell, sell and
    lease  back or otherwise dispose of the Corporate Headquarters Building
    has  been  entered  into  as  of  the  Effective  Date,  the  Corporate
    Headquarters Building.

     (c)   Exceptions to Transfers.  If, prior to the Effective  Date,  the
Debtors  have received the Pension Plan Proceeds, the Pension Plan Proceeds
shall  be  added  to the Cash Distribution Pool pursuant  to  Section  1.15
hereof  and the EBS Pension, L.L.C. shall be terminated.  If, prior to  the
Effective  Date,  the  Debtors  have received  the  Corporate  Headquarters
Building  Proceeds, the Corporate Headquarters Building Proceeds  shall  be
added to the Cash Distribution Pool pursuant to Section 1.15 hereof and the
EBS  Building,  L.L.C. shall be terminated.  If, as of the Effective  Date,
there  are no Unresolved Avoidance Claims and the Resolved Avoidance Claims
Proceeds have been added to the Cash Distribution Pool pursuant to  Section
1.15 hereof, the EBS Litigation, L.L.C. shall be terminated.

     (d)   Funding  of  the LLCs.  On the Effective Date,  the  Debtors  or
Reorganized Debtors shall transfer to the EBS Litigation, L.L.C.,  the  EBS
Pension, L.L.C. and the EBS Building, L.L.C. the LLC Funding Amount in  the
respective  amounts designated to the Debtors by the Creditors'  Committee,
in writing, within 10 days prior to the Confirmation Date.

     (e)  Corporate Headquarters Building Lease.  Subject to Section 5.1(c)
of  the  Plan, on the Effective Date, the EBS Building, L.L.C., as  lessor,
and   Reorganized  Edison,  as  lessee,  shall  enter  into  the  Corporate
Headquarters Building Lease.

     (f)  Indemnification.  Except with respect to any Unresolved Avoidance
Claims  that the EBS Litigation, L.L.C. may have against present or  former
officers,  directors or employees of the Debtors in their capacities  other
than  as  present  or  former officers, directors  or  employees,  the  EBS
Litigation, L.L.C. and the EBS Pension, L.L.C. shall indemnify, defend  and
hold harmless the Reorganized Debtors and their present or former officers,
directors  and employees (the  Indemnified Parties ) from and  against  any
direct  losses, claims, damages, expenses, liabilities and actions  arising
from  or  relating  to the EBS Litigation, L.L.C and any actions  taken  or
proceedings  commenced  by the EBS Litigation,  L.L.C.  (the   LLC  Related
Claims  );  provided,  however, that the foregoing indemnification  (except
with  respect to costs and expenses as provided in the penultimate sentence
of  this Section 5.1(f)) shall be satisfied solely from the funds, if  any,
received  by the EBS Litigation, L.L.C. from the compromise and  settlement
or  successful  prosecution of the Unresolved Avoidance  Claims.   As  more
particularly  set forth in the EBS Pension LLC Members Agreement,  the  EBS
Pension,  L.L.C. shall establish a reserve from the Pension  Plan  Proceeds
for  the benefit of the Indemnified Parties in the amount of $1,500,000  to
pay the costs and expenses incurred by the Indemnified Parties in defending
against  the  LLC  Related Claims; provided, however, that the  Indemnified
Parties  shall,  in  the  first instance, seek payment  of  the  costs  and
expenses  of  defending against the LLC Related Claims from any  applicable
officers'  and directors' insurance policy, as such costs and expenses  are
incurred.    Any   amounts  remaining  in  the  reserve  upon   the   final
adjudication,  including  any appeals, of the LLC  Related  Claims  or  the
compromise and settlement of such claims, shall be released and distributed
pursuant to the terms of the EBS Pension LLC Members Agreement.

    5.2. Funding Escrow.

     (a)   Creation of the Funding Escrow.  On the Effective Date, pursuant
to  section 1123(b)(3)(B) of the Bankruptcy Code, the Funding Escrow  shall
be  created and governed by the Funding Escrow Agreement for the benefit of
the Reorganized Debtors and holders of New Notes.

     (b)  Funding Escrow Assets.  On the Effective Date, Reorganized Edison
shall  enter  into  the Funding Escrow Agreement and  deposit  the  Funding
Escrow  Assets  in the Funding Escrow for the purpose of   prefunding   the
interest payments required to be made by Reorganized Edison under  the  New
Notes  through and including July 31, 2000.  Pursuant to the Funding Escrow
Agreement,  Reorganized  Edison  shall (i)  have  the  right  in  its  sole
discretion  to  direct the Funding Escrow Agent to transfer to  Reorganized
Edison  Cash  from  the  Funding Escrow in amounts  necessary  to  pay  the
interest  payments required under the New Notes through and including  July
31,  2000, (ii) have the right in its sole discretion to cause the  Funding
Escrow  Agent to deliver to Reorganized Edison any documents  of  title  to
enable Reorganized Edison to sell, sell and lease back or otherwise dispose
of  one  or  more of the Funding Escrow Properties and retain the  proceeds
therefrom in the Funding Escrow, (iii) have the right to use of the Funding
Escrow  Properties  for no cost at all times during the  existence  of  the
Funding  Escrow, unless and until the Funding Escrow Properties  are  sold,
sold  and  leased  back or otherwise disposed of pursuant to  this  Section
5.2(b) and the Funding Escrow Agreement, (iv) be required to pay the  taxes
relating  to  and operating costs of the Funding Escrow Properties,  unless
and  until the Funding Escrow Properties are sold, sold and leased back  or
otherwise  disposed  of  pursuant to this Section 5.2(b)  and  the  Funding
Escrow  Agreement  and  (v)  have  the right  in  its  sole  discretion  to
substitute  $14,000,000 in Cash for the Funding Escrow  Properties  at  any
time  during  the  existence of the Funding Escrow, unless  and  until  the
Funding  Escrow  Properties are sold, sold and  leased  back  or  otherwise
disposed  of  pursuant  to  this  Section 5.2(b)  and  the  Funding  Escrow
Agreement;  provided,  however, that if the  Debtors  have,  prior  to  the
Effective  Date, entered into a contract to sell, sell and  lease  back  or
otherwise dispose of one or more of the Funding Escrow Properties, the Cash
proceeds  of  such  transaction or, if such Cash  proceeds  have  not  been
received  prior  to  the Effective Date, the right  to  receive  such  Cash
proceeds, shall be transferred into the Funding Escrow pursuant to  Section
1.70  of  the  Plan  and  the amount of Cash that  Reorganized  Edison  may
substitute for the Funding Escrow Properties ($14,000,000) shall be reduced
by  the  Cash proceeds of such transaction or transactions.  Provided  that
all  interest  payments  required under the New Notes  have  been  paid  by
Reorganized  Edison through and including July 31, 2000, any funds  in  the
Funding  Escrow  that  have not been distributed  and  the  Funding  Escrow
Properties that have not been sold or otherwise disposed of by the  Funding
Escrow  Agent on or before August 1, 2000, shall be returned to Reorganized
Edison  by  the  Funding Escrow Agent free and clear of all claims,  liens,
encumbrances  and  contractually  imposed  restrictions  arising  under  or
related  to the Funding Escrow Agreement and the Plan and any documents  or
instruments relating thereto.

     (c)   Funding  Escrow Mortgages.  The Funding Escrow  Agent  shall  be
granted  the Funding Escrow Mortgages to secure the payment of interest  by
Reorganized  Edison on the New Notes for the first three  years;  provided,
however,  that  if the Debtors have, prior to the Effective  Date,  entered
into a contract to sell, sell and lease back or otherwise dispose of one or
more  of  the  Funding Escrow Properties, there shall be no Funding  Escrow
Mortgage  on  such  Funding Escrow Property or Funding  Escrow  Properties;
provided, further, that if such contract does not thereafter result in  the
sale  or  other disposition contemplated thereby within 60 days  after  the
Effective  Date, there shall be a Funding Escrow Mortgage on  such  Funding
Escrow  Property  or Funding Escrow Properties.  Upon Reorganized  Edison's
payment  of all interest payments required to be made under the  New  Notes
through and including July 31, 2000 or upon the consummation by Reorganized
Edison  of  its right to substitute Cash for the Funding Escrow Properties,
as  described  in  Section 5.2(b) of the Plan, all of  the  Funding  Escrow
Mortgages  shall be released.  Upon the consummation by Reorganized  Edison
of  a  sale, sale and lease back or other disposition of one of the Funding
Escrow  Properties, as described in and subject to Section  5.2(b)  of  the
Plan, the corresponding Funding Escrow Mortgage shall be released.

    (d)  Funding Escrow Agent.  The Funding Escrow Agent shall be appointed
by  the  Debtors  by  no  later than 10 days  prior  to  the  date  of  the
Confirmation  Hearing.  The name of the person appointed in  that  capacity
shall  be  disclosed at or prior to the Confirmation Hearing.  The  Funding
Escrow Agent shall serve for the duration of the Funding Escrow subject  to
his or her earlier death, resignation, incapacity or removal as provided in
the Funding Escrow Agreement.

     (e)   Powers  of Funding Escrow Agent.  From and after  the  Effective
Date,  the  Funding Escrow Agent's powers shall be as provided for  in  the
Funding Escrow Agreement.

     (f)  Distribution of Funding Escrow Assets.  The Funding Escrow Assets
shall be distributed in accordance with the provisions of the Plan and  the
Funding Escrow Agreement.

    (g)  Term of Funding Escrow.  The Funding Escrow and the Funding Escrow
Agreement  shall  terminate on the thirtieth day after the distribution  of
all  of the Funding Escrow Assets in accordance with the provisions of  the
Plan and the Funding Escrow Agreement.

     (h)  Indemnification.  The Funding Escrow shall indemnify, defend  and
hold  harmless  the Reorganized Debtors and their officers,  directors  and
employees   from  and  against  any  losses,  claims,  damages,   expenses,
liabilities and actions arising from or relating to the Funding Escrow.

     5.3. Pension Plan.  The Debtors and Reorganized Debtors shall take all
actions  necessary and appropriate to generate the Pension  Plan  Proceeds.
Except as provided in Section 5.1(c) of the Plan, the Pension Plan Proceeds
shall  be transferred to the EBS Pension, L.L.C. in accordance with Section
5.1(b) of the Plan.

                              ARTICLE VI.

             PROVISIONS REGARDING VOTING AND DISTRIBUTIONS
               UNDER THE PLAN AND TREATMENT OF DISPUTED,
               CONTINGENT AND UNLIQUIDATED ADMINISTRATIVE
              EXPENSE CLAIMS, CLAIMS AND EQUITY INTERESTS

     6.1. Voting of Claims and Equity Interests.  Each holder of an Allowed
Claim  or  an  Allowed Equity Interest in an impaired Class  of  Claims  or
Equity  Interests shall be entitled to vote separately to accept or  reject
the  Plan  as provided in such order as is entered by the Bankruptcy  Court
establishing  certain  procedures  with respect  to  the  solicitation  and
tabulation  of  votes to accept or reject the Plan, or any other  order  or
orders of the Bankruptcy Court.

     6.2.  Nonconsensual Confirmation.  If any impaired Class of Claims  or
Equity  Interests  entitled  to vote shall  not  accept  the  Plan  by  the
requisite  statutory majorities provided in sections 1126(c) or 1126(d)  of
the  Bankruptcy Code, as applicable, the Debtors reserve the right to amend
the  Plan in accordance with Section 13.10 hereof or undertake to have  the
Bankruptcy  Court confirm the Plan under section 1129(b) of the  Bankruptcy
Code or both.

    6.3. Method of Distributions Under the Plan.

     (a)   In  General.  Subject to Bankruptcy Rule 9010, all distributions
under  the Plan shall be made by Reorganized Edison to the holder  of  each
Allowed  Claim at the address of such holder as listed on the Schedules  as
of  the  Record  Date,  and  to the holder of each  Allowed  Edison  Equity
Interest at the address of such holder as listed in the transfer ledger for
Edison  Equity  Interests  as of the Record Date,  unless  the  Debtors  or
Reorganized  Debtors have been notified in writing of a change of  address,
including, without limitation, by the filing of a proof of Claim or  Equity
Interest  by such holder that provides an address for such holder different
from the address reflected on the Schedules (for holders of Allowed Claims)
or  on  the  transfer ledger as of the Record Date (for holders of  Allowed
Edison Equity Interests).

     (b)   Distributions of Cash.  Any payment of Cash made by  Reorganized
Edison  pursuant  to the Plan shall be made by check drawn  on  a  domestic
bank.

     (c)  Timing of Distributions.  Any payment or distribution required to
be  made under the Plan on a day other than a Business Day shall be made on
the next succeeding Business Day.

     (d)  Hart-Scott-Rodino Compliance.  Any shares of New Common Stock  to
be  distributed under the Plan to any entity required to file  a  Premerger
Notification   and  Report  Form  under  the  Hart-Scott-Rodino   Antitrust
Improvements  Act of 1976, as amended, shall not be distributed  until  the
notification and waiting periods applicable under such Act to  such  entity
shall have expired or been terminated.

     (e)   Minimum Distributions.  No payment of Cash less than one-hundred
dollars shall be made by Reorganized Edison to any holder of a Claim unless
a request therefor is made in writing to Reorganized Edison.

     (f)   Fractional Shares, Rights, Warrants or Class A Membership Units;
Multiples  of  New  Notes.   No  fractional shares  of  New  Common  Stock,
fractional  Rights,  fractional Warrants or fractional Class  A  Membership
Units  or  Cash in lieu thereof shall be distributed under the Plan.   When
any  distribution on account of an Allowed Claim or Allowed  Edison  Equity
Interest pursuant to the Plan would otherwise result in the issuance  of  a
number  of  shares  of  New  Common Stock,  Rights,  Warrants  or  Class  A
Membership  Units  that is not a whole number, the actual  distribution  of
shares  of  New Common Stock, Rights, Warrants or Class A Membership  Units
shall  be  rounded  as follows:  (i) fractions of 1/2 or greater  shall  be
rounded to the next higher whole number and (ii) fractions of less than 1/2
shall  be  rounded  to the next lower whole number.  The  total  number  of
shares of New Common Stock, Rights, Warrants or Class A Membership Units to
be distributed to a Class of Claims or Edison Equity Interests, as the case
may be, shall be adjusted as necessary to account for the rounding provided
in  this  Section 6.3(f).  New Notes shall only be issued in  multiples  of
$1,000.   Any  New  Notes  that would otherwise have  been  distributed  in
multiples of other than $1,000 shall be aggregated by the indenture trustee
under the New Notes Indentures or the Disbursing Agent and sold.  The  Cash
proceeds  from such sale shall be distributed on a pro rata basis to  those
holders  of Allowed General Unsecured Claims that would have been  entitled
to New Notes in multiples of other than $1,000.

     (g)   Unclaimed  Distributions.  Except with respect to  distributions
under  the  Plan  to  holders  of  Allowed General  Unsecured  Claims,  any
distributions under the Plan that are unclaimed for a period  of  one  year
after distribution thereof shall be revested in Reorganized Edison and  any
entitlement  of  any  holder  of  any Claim  or  Equity  Interest  to  such
distributions  shall  be  extinguished and forever  barred.   Distributions
under  the  Plan  to holders of Allowed General Unsecured Claims  that  are
unclaimed  for  a  period of one year after distribution thereof  shall  be
added to the Reserve and any entitlement of such holders of Allowed General
Unsecured  Claims to such distributions shall be extinguished  and  forever
barred.

     (h)   Distributions to Holders as of the Record Date.  As at the close
of  business on the Record Date, the claims register (for Claims)  and  the
transfer  ledgers (for Edison Equity Interests) shall be closed, and  there
shall  be no further changes in the record holders of any Claims or  Edison
Equity  Interests.  Edison and Reorganized Edison shall have no  obligation
to  recognize  any  transfer  of  any Claims  or  Edison  Equity  Interests
occurring  after  the  Record Date.  Edison and  Reorganized  Edison  shall
instead  be entitled to recognize and deal for all purposes under the  Plan
(except  as to voting to accept or reject the Plan pursuant to Section  6.1
of  the  Plan) with only those record holders stated on the claims register
(for  Claims) and transfer ledgers (for Edison Equity Interests) as of  the
close of business on the Record Date.

    6.4. General Unsecured Claims.

     (a)   Cash  Held  Prior  to  the Initial Distribution  Date.   On  the
Effective  Date,  Reorganized Edison shall deposit the  Cash  in  the  Cash
Distribution  Pool  in a segregated bank account or accounts.   Reorganized
Edison  shall invest the Cash held in such account or accounts in a  manner
consistent with investment guidelines to be agreed upon by the Debtors  and
the Creditors' Committee, which investment guidelines shall be included  in
the  Plan  Supplement.  Reorganized Edison shall pay, or cause to be  paid,
out  of the funds held in such account or accounts, any tax imposed on such
account  by any governmental unit with respect to income generated  by  the
property  held  in  such account or accounts.  The  yield  earned  on  such
invested  Cash  for  the  period  commencing  on  the  Effective  Date  and
continuing  through  and including the Initial Distribution  Date  (net  of
applicable  taxes),  shall  be distributed to each  holder  of  an  Allowed
General  Unsecured Claim on the Initial Distribution Date, based upon  each
holders' Pro Rata Share.

    (b)  Membership Units.  On the Effective Date, Reorganized Edison shall
hold  100%  of  the  Class  B Membership Units.  In  connection  with  each
distribution of Class A Membership Units under the Plan, Reorganized Edison
will  surrender  for cancellation a number of Class B Membership  Units  in
each  of  the EBS Litigation, L.L.C., the EBS Pension, L.L.C. and  the  EBS
Building,  L.L.C. equal to the number of Class A Membership Units  in  each
such  LLC  that are to be distributed under the Plan, and will  receive  in
exchange therefor, for distribution under the Plan, a like number of  Class
A Membership Units in such LLC.

    (c)  Distributions Withheld for Disputed General Unsecured Claims.

    (i)    Establishment  and  Maintenance  of  Reserve.   On  the  Initial
    Distribution  Date  and each Subsequent Distribution Date,  Reorganized
    Edison shall reserve from the distributions to be made on such dates to
    the holders of Allowed General Unsecured Claims, an amount of Cash, New
    Notes  and New Common Stock equal to 100% of the distributions to which
    holders  of  Disputed General Unsecured Claims would be entitled  under
    the  Plan  as  of such dates if such Disputed General Unsecured  Claims
    were  Allowed Claims in their Disputed Claim Amounts (the   Reserve  ).
    Subject  to  Section 6.4(b) of the Plan, Reorganized Edison shall  also
    hold in the Reserve the Class B Membership Units.

    (ii)  Property  Held  in Reserve.  Cash held in the Reserve  (including
    interest  paid on New Notes held in the Reserve and dividends  paid  on
    New  Common Stock held in the Reserve, if any) shall be deposited in  a
    segregated  bank account or accounts in the name of Reorganized  Edison
    and  designated as held in trust for the benefit of holders of  Allowed
    General  Unsecured  Claims.   Cash  held  in  the  Reserve  shall   not
    constitute  property  of the Reorganized Debtors.   Reorganized  Edison
    shall  invest the Cash held in the Reserve in a manner consistent  with
    investment  guidelines  to  be  agreed upon  by  the  Debtors  and  the
    Creditors' Committee, which investment guidelines shall be included  in
    the  Plan  Supplement.  Reorganized Edison shall pay, or  cause  to  be
    paid,  out  of  the funds held in the Reserve, any tax imposed  on  the
    Reserve  by  any governmental unit with respect to income generated  by
    the  property  held in the Reserve.  The yield earned on such  invested
    Cash  (net of applicable taxes) shall be distributed to each holder  of
    an  Allowed General Unsecured Claim on the last Subsequent Distribution
    Date  under  the  Plan, based upon each holders' Pro Rata  Share.   New
    Notes,  New Common Stock and Class B Membership Interests held  in  the
    Reserve  shall  be  held in trust by the Reorganized  Debtors  for  the
    benefit  of  the potential claimants of such securities and  shall  not
    constitute property of the Reorganized Debtors.

    (d)  Distributions Upon Allowance of Disputed General Unsecured Claims.
The  holder  of a Disputed General Unsecured Claim that becomes an  Allowed
Claim   subsequent   to  the  Initial  Distribution  Date   shall   receive
distributions of Cash, New Notes and New Common Stock from the Reserve and,
in accordance with Section 6.4(b) of the Plan, Class A Membership Units, on
the next Subsequent Distribution Date that follows the Quarter during which
such Disputed General Unsecured Claim becomes an Allowed Claim pursuant  to
a  Final  Order.  Such distributions shall be made in accordance  with  the
Plan  based upon the distributions that would have been made to such holder
under  the Plan if the Disputed General Unsecured Claim had been an Allowed
Claim  on  or prior to the Effective Date, without any post-Effective  Date
interest thereon (without regard to interest earned on property held in the
Reserve pursuant to Section 6.4 of the Plan).

     (e)   Surplus  Distributions to Holders of Allowed  General  Unsecured
Claims.  The following consideration shall constitute surplus distributions
(the   Surplus  Distributions ) pursuant to  the  Plan:   (i)  pursuant  to
Section  6.3(g)  of the Plan, distributions under the Plan  to  holders  of
Allowed  General Unsecured Claims that are unclaimed for a  period  of  one
year after distribution thereof; (ii) to the extent that a Disputed General
Unsecured  Claim is not Allowed or becomes an Allowed Claim  in  an  amount
less than the Disputed Claim Amount, the excess of the amount of Cash,  New
Notes  and  New Common Stock in the Reserve over the amount  of  Cash,  New
Notes and New Common Stock actually distributed on account of such Disputed
General  Unsecured Claim; and (iii) to the extent that a  Disputed  General
Unsecured  Claim is not Allowed or becomes an Allowed Claim  in  an  amount
less  than the Disputed Claim Amount, a number of Class A Membership  Units
equal  to  the  number of Class B Membership Units held in the  Reserve  on
account of such excess.  The Surplus Distributions shall be distributed  to
the  holders  of  Allowed  General Unsecured  Claims  pursuant  to  Section
4.7(b)(ii)  of the Plan; provided, however, that Reorganized  Edison  shall
not  be  under  any  obligation  to make any  Surplus  Distributions  on  a
Subsequent  Distribution  Date  unless the  Cash  portion  of  the  Surplus
Distributions   to  be  distributed  on  a  Subsequent  Distribution   Date
aggregates  $1,000,000  or  more,  unless  the  distribution  is  the  last
distribution under the Plan.

     (f)  Personal Injury Tort Claims.  All personal injury Tort Claims are
Disputed  Claims.  Any personal injury Tort Claim as to which  a  proof  of
claim  was  timely  filed in the Chapter 11 Cases shall be  determined  and
liquidated  in the administrative or judicial tribunal(s) in  which  it  is
pending on the Effective Date or, if no action was pending on the Effective
Date,   in   any   administrative  or  judicial  tribunal  of   appropriate
jurisdiction,  or in accordance with any alternative dispute resolution  or
similar  proceeding  as  same may be approved by order  of  the  Bankruptcy
Court.   Any  personal  injury  Tort Claim determined  and  liquidated  (i)
pursuant to a judgment obtained in accordance with this Section 6.4(f)  and
applicable  nonbankruptcy law which is no longer appealable or  subject  to
review, or (ii) in any alternative dispute resolution or similar proceeding
as  same may be approved by order of the Bankruptcy Court, shall be  deemed
an Allowed Claim in such liquidated amount and satisfied in accordance with
the  Plan.   Nothing  contained in this Section  6.4(f)  shall  impair  the
Debtors'  right  to  seek estimation of any and all  personal  injury  Tort
Claims in a court or courts of competent jurisdiction or constitute  or  be
deemed  a  waiver of any Cause of Action that the Debtors may hold  against
any  entity, including, without limitation, in connection with  or  arising
out of any personal injury Tort Claim.

     (g)   Disbursing Agent.  The Debtors or the Reorganized  Debtors  will
appoint  a  disbursing agent (the  Disbursing Agent ) to  (i)  fulfill  the
obligations  that the Reorganized Debtors have under the Plan with  respect
to distributions to holders of Allowed General Unsecured Claims, including,
without limitation, holding all reserves and accounts pursuant to the Plan,
including  the  Reserve, and (ii) effectuate the D&B Spinoff Settlement  on
behalf of the EBS Litigation, L.L.C., pursuant to Section 10.2 of the Plan.

     6.5.  Objections to and Resolution of Administrative  Expense  Claims,
Claims and Equity Interests.

     (a)   Except  as  to applications for allowances of  compensation  and
reimbursement  of  expenses under sections 330 and 503  of  the  Bankruptcy
Code, the Debtors or Reorganized Debtors shall have the exclusive right  to
make  and  file  objections to Administrative Expense  Claims,  Claims  and
Equity Interests subsequent to the Confirmation Date.  All objections shall
be  litigated to Final Order; provided, however, that, subject  to  Section
6.5(b)  of  the Plan, the Reorganized Debtors shall have the  authority  to
compromise,  settle, otherwise resolve or withdraw any objections,  without
approval  of  the  Bankruptcy  Court.   Unless  otherwise  ordered  by  the
Bankruptcy  Court,  the  Debtors  or Reorganized  Debtors  shall  file  all
objections to Administrative Expense Claims that are the subject of  proofs
of  claim  or  requests for payment filed with the Bankruptcy Court  (other
than  applications  for  allowances of compensation  and  reimbursement  of
expenses), Claims and Equity Interests and serve such objections  upon  the
holder of the Administrative Expense Claim, Claim or Equity Interest as  to
which  the  objection is made as soon as is practicable, but  in  no  event
later  than 60 days after the Effective Date or such later date as  may  be
approved by the Bankruptcy Court.

    (b)  On the last day of each month or as otherwise agreed to in writing
by  the Debtors and the Creditors' Committee, the Reorganized Debtors shall
provide  counsel to the Claims Resolution Committee with written notice  by
overnight delivery service or facsimile transmission of each Disputed Claim
that  they  intend  to  compromise, settle  or  resolve,  other  than  such
compromises, settlements or resolutions that fall within the parameters  of
(i)  prior  orders  of  the  Bankruptcy Court authorizing  the  Debtors  to
compromise  or  settle certain Claims without approval  of  the  Bankruptcy
Court, (ii) settlement guidelines to be agreed upon by the Debtors and  the
Creditors'  Committee prior to the Confirmation Date, or  (iii)  settlement
guidelines  to  be  agreed upon by the Debtors and  the  Claims  Resolution
Committee  subsequent  to the Effective Date.  Within  15  days  after  the
receipt  of such notice, the Claims Resolution Committee shall provide  the
Reorganized   Debtors  with  written  notice  of  any   such   compromises,
settlements  or  resolutions  with  which  it  does  not  concur.   If  the
Reorganized  Debtors  and  the  Claims Resolution  Committee  cannot  reach
agreement  with  respect to any such compromise, settlement or  resolution,
the  Claims  Resolution  Committee will  be  permitted  to  file  with  the
Bankruptcy Court and serve on the Reorganized Debtors an objection  to  the
reasonableness of any such compromise, settlement or resolution  within  15
days  after  the  date  that the Claims Resolution Committee  provides  the
Reorganized  Debtors with written notice of such compromise, settlement  or
resolution with which it does not concur, or within such other time  period
as  may  be  agreed  upon  by the Reorganized Debtors  and  the  Creditors'
Committee,  and  the  reasonableness  of  such  compromise,  settlement  or
resolution  shall  be determined by the Bankruptcy Court.   If  the  Claims
Resolution  Committee  fails to timely file and serve  an  objection  to  a
compromise,  settlement  or  resolution,  such  compromise,  settlement  or
resolution  shall  be  deemed resolved on the  terms  and  subject  to  the
conditions  agreed  to  by  the Reorganized Debtors.   Notwithstanding  the
foregoing,  the  Claims Resolution Committee shall have  the  authority  to
compromise, settle or resolve any Disputed Claim without the consent of the
Reorganized Debtors.

     6.6.  Distributions Relating to Allowed Insured Claims.  Distributions
under  the  Plan  to each holder of an Allowed Insured Claim  shall  be  in
accordance  with  the treatment provided under the Plan for  the  Class  in
which  such  Allowed Insured Claim is classified, but solely to the  extent
that  such Allowed Insured Claim is not satisfied from proceeds payable  to
the  holder  thereof under any pertinent insurance policies and  applicable
law.  Nothing contained in this Section 6.6 shall constitute or be deemed a
waiver  of  any  Cause of Action that the Debtors or any  entity  may  hold
against any other entity, including, without limitation, insurers under any
policies of insurance.

    6.7. Cancellation and Surrender of Existing Securities and Agreements.

     (a)   On the Effective Date, the promissory notes, share certificates,
bonds  and other instruments evidencing any Claim or Edison Equity Interest
shall  be  deemed  cancelled  without  further  act  or  action  under  any
applicable agreement, law, regulation, order or rule and the obligations of
the   Debtors   under  the  agreements,  indentures  and  certificates   of
designations governing such Claims and Edison Equity Interests, as the case
may be, shall be discharged.

    (b)  Each holder of a promissory note, share certificate, bond or other
instrument  evidencing  a Claim or Edison Equity Interest  shall  surrender
such  promissory  note,  share  certificate,  bond  or  instrument  to  the
Reorganized  Debtors, unless such requirement is waived by the  Reorganized
Debtors.   No  distribution of property hereunder shall be made  to  or  on
behalf  of  any such holders unless and until such promissory  note,  share
certificate, bond or instrument is received by the Reorganized  Debtors  or
the  unavailability  of such promissory note, share  certificate,  bond  or
instrument is established to the reasonable satisfaction of the Reorganized
Debtors  or  such  requirement is waived by the Reorganized  Debtors.   The
Reorganized  Debtors may require any holder that is unable to surrender  or
cause  to  be  surrendered any such promissory notes,  share  certificates,
bonds  or instruments to deliver an affidavit of loss and indemnity  and/or
furnish  a bond in form and substance (including, without limitation,  with
respect to amount) reasonably satisfactory to the Reorganized Debtors.  Any
holder that fails within the later of one year after the Confirmation  Date
and  the  date of Allowance of its Claim or Edison Equity Interest  (i)  if
possible,  to  surrender or cause to be surrendered such  promissory  note,
share  certificate, bond or instrument, (ii) if requested, to  execute  and
deliver an affidavit of loss and indemnity reasonably satisfactory  to  the
Reorganized  Debtors and (iii) if requested, to furnish a  bond  reasonably
satisfactory to the Reorganized Debtors, shall be deemed to have  forfeited
all rights, claims and Causes of Action against the Debtors and Reorganized
Debtors and shall not participate in any distribution hereunder.

    6.8. Registration of New Common Stock.  Each person or entity receiving
a  distribution  of New Common Stock pursuant to the Plan  representing  at
least  10% of the aggregate New Common Stock issuable pursuant to the  Plan
shall be entitled to become a party to the Registration Rights Agreement.

     6.9. Listing of New Common Stock, New Notes and Warrants.  Reorganized
Edison  shall use reasonable commercial efforts to cause the shares of  New
Common  Stock,  the New Notes and the Warrants to be listed on  a  national
securities exchange or the Nasdaq National Market.

    6.10.    Full Recovery for Holders of Allowed General Unsecured Claims.
Holders  of  Allowed General Unsecured Claims will not be  deemed  to  have
received 100% of the value of their Allowed General Unsecured Claims unless
and  until  the aggregate value of all distributions to such holders  under
the  Plan equals the amount of their Allowed General Unsecured Claims, plus
interest  from  the Commencement Date through and including  the  Effective
Date at a rate of 8.89%.

                              ARTICLE VII.

                EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     7.1.  Assumption  or  Rejection of Executory Contracts  and  Unexpired
Leases.

     (a)   Executory Contracts and Unexpired Leases.  Pursuant to  sections
365(a)  and 1123(b)(2) of the Bankruptcy Code, all executory contracts  and
unexpired  leases that exist between the Debtors and any  person  shall  be
deemed  assumed by the Reorganized Debtors as of the Effective Date, except
for  any  executory contract or unexpired lease (i) which has been  assumed
pursuant  to  an  order  of  the Bankruptcy  Court  entered  prior  to  the
Confirmation Date, (ii) which has been rejected pursuant to an order of the
Bankruptcy Court entered prior to the Confirmation Date, (iii) as to  which
a  motion  for  approval  of the rejection of such  executory  contract  or
unexpired lease has been filed and served prior to the Confirmation Date or
(iv)  which  is  set forth in Schedule 7.1(a)(x) (executory  contracts)  or
Schedule 7.1(a)(y) (unexpired leases), which Schedules shall be included in
the  Plan  Supplement; provided, however, that the Debtors  or  Reorganized
Debtors  reserve the right, on or prior to the Confirmation Date, to  amend
Schedules  7.1(a)(x)  or  7.1(a)(y) to delete  any  executory  contract  or
unexpired lease therefrom or add any executory contract or unexpired  lease
thereto,  in  which event such executory contract(s) or unexpired  lease(s)
shall  be deemed to be, respectively, assumed or rejected.  The Debtors  or
Reorganized  Debtors  shall provide notice of any amendments  to  Schedules
7.1(a)(x)  or  7.1(a)(y)  to  the parties to the  executory  contracts  and
unexpired  leases affected thereby.  The listing of a document on Schedules
7.1(a)(x) and 7.1(a)(y) shall not constitute an admission by the Debtors or
Reorganized  Debtors  that  such document is an executory  contract  or  an
unexpired  lease  or  that  the  Debtors or Reorganized  Debtors  have  any
liability thereunder.

     (b)   Schedules of Rejected Executory Contracts and Unexpired  Leases;
Inclusiveness.  Each executory contract and unexpired lease listed or to be
listed  on  Schedules 7.1(a)(x) or 7.1(a)(y) that relates  to  the  use  or
occupancy  of  real  property shall include (i) modifications,  amendments,
supplements, restatements, or other agreements made directly or  indirectly
by  any agreement, instrument, or other document that in any manner affects
such  executory contract or unexpired lease, without regard to whether such
agreement, instrument or other document is listed on Schedules 7.1(a)(x) or
7.1(a)(y)  and (ii) executory contracts or unexpired leases appurtenant  to
the premises listed on Schedules 7.1(a)(x) or 7.1(a)(y), including, without
limitation,  all  easements, licenses, permits, rights, privileges,  immuni
ties, options, rights of first refusal, powers, uses, usufructs, reciprocal
easement agreements, vault, tunnel or bridge agreements or franchises,  and
any  other  interests  in real estate or rights in  rem  relating  to  such
premises  to  the  extent any of the foregoing are executory  contracts  or
unexpired  leases, unless any of the foregoing agreements  previously  have
been assumed.

     (c)  Insurance Policies.  Each of the Debtors' insurance policies  and
any  agreements,  documents  or  instruments relating  thereto,  including,
without limitation, any retrospective premium rating plans relating to such
policies,   are   treated   as   executory  contracts   under   the   Plan.
Notwithstanding the foregoing, distributions under the Plan to  any  holder
of  a  Claim  covered  by  any  of  such  insurance  policies  and  related
agreements, documents or instruments that are assumed hereunder,  shall  be
in  accordance with the treatment provided under Article IV and Section 6.6
of  the Plan.  Nothing contained in this Section 7.1(c) shall constitute or
be deemed a waiver of any Cause of Action that the Debtors may hold against
any  entity, including, without limitation, the insurer under  any  of  the
Debtors' policies of insurance.

     (d)   Approval  of Assumption or Rejection of Executory Contracts  and
Unexpired Leases.  Entry of the Confirmation Order shall constitute (i) the
approval,  pursuant  to sections 365(a) and 1123(b)(2)  of  the  Bankruptcy
Code,  of  the  assumption of the executory contracts and unexpired  leases
assumed  pursuant  to Section 7.1(a) hereof, (ii) the  extension  of  time,
pursuant  to  section 365(d)(4) of the Bankruptcy Code,  within  which  the
Debtors  may  assume  or reject the unexpired leases specified  in  Section
7.1(a)  hereof  through  the  date  of entry  of  an  order  approving  the
assumption  or  rejection of such unexpired leases and (iii) the  approval,
pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code,  of  the
rejection of the executory contracts and unexpired leases rejected pursuant
to Sections 7.1(a) hereof.

     (e)   Cure of Defaults.  Except as may otherwise be agreed to  by  the
parties,  within 60 days after the Effective Date, the Reorganized  Debtors
shall cure any and all undisputed defaults under any executory contract  or
unexpired  lease  assumed pursuant to the Plan in accordance  with  section
365(b)(1) of the Bankruptcy Code.  All disputed defaults that are  required
to  be  cured shall be cured either within 30 days of the entry of a  Final
Order  determining  the  amount, if any, of  the  Debtors'  or  Reorganized
Debtors'  liability with respect thereto, or as may otherwise be agreed  to
by the parties.

     (f)   Bar  Date  for  Filing  Proofs of Claim  Relating  to  Executory
Contracts  and  Unexpired Leases Rejected Pursuant  to  the  Plan.   Claims
arising  out  of the rejection of an executory contract or unexpired  lease
pursuant to Section 7.1 of the Plan must be filed with the Bankruptcy Court
and/or  served upon the Debtors or Reorganized Debtors or as otherwise  may
be  provided in the Confirmation Order, by no later than 30 days after  the
later  of (i) notice of entry of an order approving the rejection  of  such
executory  contract  or  unexpired lease,  (ii)  notice  of  entry  of  the
Confirmation  Order and (iii) notice of an amendment to Schedule  7.1(a)(x)
or 7.1(a)(y).  Any Claims not filed within such time will be forever barred
from  assertion against the Debtors, their estates, the Reorganized Debtors
and  their property.  Unless otherwise ordered by the Bankruptcy Court, all
Claims  arising  from  the rejection of executory contracts  and  unexpired
leases shall be treated as General Unsecured Claims under the Plan.

    7.2. Releases.  The Debtors hereby release and are permanently enjoined
from  any  prosecution or attempted prosecution of any and  all  Causes  of
Action  which they have, may have or claim to have against any  present  or
former  director,  officer or employee of the Debtors;  provided,  however,
that the foregoing shall not operate as a waiver of or release from (i) any
Causes of Action arising out of any express contractual obligation owing by
any  such director, officer or employee to the Debtors or any reimbursement
obligation of any such director, officer or employee with respect to a loan
or  advance  made by the Debtors to such director, officer or employee  and
(ii)  any Avoidance Claims that any such director, officer or employee  may
be subject to in their capacities other than as present or former director,
officer or employee.

     7.3.  Indemnification  Obligations.  For purposes  of  the  Plan,  the
obligations  of the Debtors to defend, indemnify, reimburse  or  limit  the
liability  of their present and any former directors, officers or employees
who  were  directors, officers or employees, respectively, on or after  the
Commencement  Date  against  any  claims or  obligations  pursuant  to  the
Debtors' certificates of incorporation or bylaws, applicable state  law  or
specific  agreement,  or  any combination of the foregoing,  shall  survive
confirmation of the Plan, remain unaffected thereby, and not be  discharged
irrespective   of   whether  indemnification,  defense,  reimbursement   or
limitation  is  owed in connection with an event occurring  before,  on  or
after the Commencement Date.

     7.4. Compensation and Benefit Programs.  Except as provided in Section
7.1(a)  of  the Plan, all employment and severance practices and  policies,
and  all  compensation and benefit plans, policies,  and  programs  of  the
Debtors  applicable  to their directors, officers or employees,  including,
without limitation, all savings plans, retirement plans, health care plans,
severance  benefit  plans, incentive plans, workers' compensation  programs
and  life,  disability and other insurance plans are treated  as  executory
contracts under the Plan and are hereby assumed pursuant to sections 365(a)
and 1123(b)(2) of the Bankruptcy Code.

     7.5.  Retiree Benefits.  Payments, if any, due to any person  for  the
purpose  of  providing  or reimbursing payments for retired  employees  and
their  spouses  and  dependents for medical,  surgical,  or  hospital  care
benefits,  or  benefits in the event of sickness, accident, disability,  or
death  under any plan, fund, or program (through the purchase of  insurance
or  otherwise) maintained or established in whole or in part by the Debtors
prior  to the Commencement Date shall be continued for the duration of  the
period the Debtors have obligated themselves to provide such benefits.

                             ARTICLE VIII.

              CONSOLIDATION OF EDISON AND THE SUBSIDIARIES

     8.1.  Substantive  Consolidation.  By order dated May  13,  1997,  the
Bankruptcy  Court approved the substantive consolidation of the Chapter  11
Cases  for all purposes related to the Plan, including, without limitation,
for  purposes of voting, confirmation and distribution.  Pursuant  to  such
order,  (i) all assets and liabilities of the Subsidiaries shall be  deemed
merged  or treated as though they were merged into and with the assets  and
liabilities of Edison, (ii) no distributions shall be made under  the  Plan
on account of intercompany claims among the Debtors, (iii) no distributions
shall  be  made  under the Plan on account of Subsidiary Equity  Interests,
(iv)  all guarantees of the Debtors of the obligations of any other  Debtor
shall  be  deemed eliminated so that any claim against any Debtor  and  any
guarantee  thereof executed by any other Debtor and any  joint  or  several
liability of any of the Debtors shall be deemed to be one obligation of the
consolidated Debtors and (v) each and every Claim filed or to be  filed  in
the Chapter 11 Case of any of the Debtors shall be deemed filed against the
consolidated Debtors, and shall be deemed one Claim against and  obligation
of  the  consolidated  Debtors.  Such substantive consolidation  shall  not
(other  than  for purposes related to the Plan) affect (i)  the  legal  and
corporate  structures of the Reorganized Debtors, subject to the  right  of
the Debtors or Reorganized Debtors to effect restructurings as provided  in
Section  8.2 of the Plan, (ii) intercompany claims by and among the Debtors
or  Reorganized Debtors, (iii) Subsidiary Equity Interests and (iv) pre and
post Commencement Date guarantees that are required to be maintained (a) in
connection  with executory contracts or unexpired leases that were  entered
into  during the Chapter 11 Cases or that have been or will be assumed,  or
(b) pursuant to the Plan.

     8.2.  Merger  of Corporate Entities.  On or as of the Effective  Date,
within the sole and exclusive discretion of the Debtors, any or all of  the
Subsidiaries  may be merged into one or more of the Debtors  or  dissolved.
Upon  the  occurrence of any such merger, all assets of the merged entities
shall be transferred to and become the assets of the surviving corporation,
and   all  liabilities  of  the  merged  entities,  except  to  the  extent
discharged,  released  or  extinguished  pursuant  to  the  Plan  and   the
Confirmation Order, shall be assumed by and shall become the liabilities of
the surviving corporation.  All mergers and dissolutions shall be effective
as  of  the  Effective Date pursuant to the Confirmation Order without  any
further action by the stockholders or directors of any of the Debtors,  the
Debtors in Possession or the Reorganized Debtors.

                              ARTICLE IX.

               PROVISIONS REGARDING CORPORATE GOVERNANCE
               AND MANAGEMENT OF THE REORGANIZED DEBTORS

     9.1.  General.   On  the Effective Date, the management,  control  and
operation   of   the   Reorganized  Debtors  shall   become   the   general
responsibility  of  the respective Boards of Directors of  the  Reorganized
Debtors, who shall, thereafter, have the responsibility for the management,
control and operation of the Reorganized Debtors.

     9.2. Meetings of Reorganized Edison Stockholders.  In accordance  with
the  Amended  Edison  Certificate of Incorporation and the  Amended  Edison
Bylaws,  as  the  same may be amended from time to time, the  first  annual
meeting of the stockholders of Reorganized Edison shall be held on  a  date
in  1998  selected  by  the Board of Directors of Reorganized  Edison,  and
subsequent meetings of the stockholders of Reorganized Edison shall be held
at least once annually each year thereafter.

    9.3. Directors and Officers of Reorganized Debtors.

    (a)  Boards of Directors.

    (i)  Reorganized Edison.  The initial Board of Directors of Reorganized
    Edison  shall  consist of up to nine individuals whose names  shall  be
    disclosed prior to the date of the Confirmation Hearing.  Each  of  the
    members of such initial Board of Directors shall serve until the  first
    annual  meeting of stockholders of Reorganized Edison or their  earlier
    resignation   or   removal  in  accordance  with  the  Amended   Edison
    Certificate of Incorporation or Amended Edison Bylaws, as the same  may
    be amended from time to time.

    (ii)  Reorganized Subsidiaries.  The initial Board of Directors of each
    of  the Reorganized Subsidiaries shall consist of officers or employees
    of  Reorganized Edison whose names shall be disclosed prior to the date
    of  the Confirmation Hearing.  Each of the members of each such initial
    Board  of Directors shall serve until the first meeting of stockholders
    of  the  respective Reorganized Subsidiary or their earlier resignation
    or  removal  in  accordance with the certificate  of  incorporation  or
    bylaws of such Reorganized Subsidiary.

     (b)   Officers.   The  officers of the respective Debtors  immediately
prior  to  the  Effective Date shall serve as the initial officers  of  the
respective  Reorganized  Debtors on and after  the  Effective  Date.   Such
officers  shall serve in accordance with any employment agreement with  the
Reorganized Debtors and applicable nonbankruptcy law.

     9.4.  Amended  Bylaws and Amended Certificates of Incorporation.   The
Amended Edison Bylaws, the Amended Edison Certificate of Incorporation  and
the  certificates of incorporation of each of the Reorganized  Subsidiaries
shall  be  amended  and restated as of the Effective  Date  to  the  extent
necessary  (a)  to prohibit the issuance of nonvoting equity securities  as
required  by section 1123(a)(6) of the Bankruptcy Code, subject to  further
amendment of such certificates of incorporation and bylaws as permitted  by
applicable  law and (b) to effectuate the provisions of the Plan,  in  each
case  without  any further action by the stockholders or directors  of  the
Debtors, the Debtors in Possession or the Reorganized Debtors.

     9.5.  Issuance  of  New  Securities.  The issuance  of  the  following
securities and notes by Reorganized Edison, or, as applicable, by  the  EBS
Litigation, L.L.C., the EBS Pension, L.L.C. and the EBS Building, L.L.C. as
successors  in  interest  to  the Debtors with respect  to  certain  Edison
assets, is hereby authorized without further act or action under applicable
law, regulation, order or rule:

    (a)  100,000,000 shares of New Common Stock;

    (b)  the Warrants;

    (c)  the Rights;

    (d)  the Series 1997 Bonds;

    (e)  the New Notes;

    (f)  the Class A Membership Units and Class B Membership Units;

    (g)  the Restricted Stock;

    (h)  the Management Options;

    (i)  the Director Options; and

    (j)  10,000,000 shares of preferred stock.

     9.6. Stock Option Plan.  If not theretofore adopted by Edison, on  the
Effective  Date,  Reorganized Edison shall adopt  the  Stock  Option  Plan.
Pursuant  and  subject  to the Stock Option Plan, Reorganized  Edison  will
issue  to certain of its key employees options to purchase in the aggregate
approximately  800,000 shares of New Common Stock (the  Management  Options
).   Management  Options to purchase approximately 500,000  shares  of  New
Common  Stock will be issued as of the Effective Date.  The balance of  the
Management  Options to purchase approximately 300,000 shares of New  Common
Stock  shall  be  reserved for issuance by Reorganized  Edison  within  six
months  following  the  Effective Date pursuant and subject  to  the  Stock
Option Plan.

    9.7. Director Stock Option Plan.  If not theretofore adopted by Edison,
on  the  Effective Date, Reorganized Edison shall adopt the Director  Stock
Option  Plan.   Pursuant  and subject to the Director  Stock  Option  Plan,
Reorganized  Edison  will  make  available  for  issuance  to  its  outside
directors options to purchase in the aggregate approximately 200,000 shares
of  New  Common Stock (the  Director Options ).  A Director Option will  be
granted  to all outside Directors of Reorganized Edison as of the Effective
Date  entitling  each such person to purchase 3,500 shares  of  New  Common
Stock.   Each outside Director who is thereafter elected or appointed  also
will  receive  a  Director Option to purchase 3,500 shares  of  New  Common
Stock.   In addition, each such Director who remains a Director as  of  the
completion of the Annual Meeting of Stockholders of Reorganized  Edison  in
each  calendar  year  following the calendar year in  which  such  Director
received  such Director Option granted initially will receive an additional
Director  Option  to  purchase that number of shares of  New  Common  Stock
(rounded to the nearest whole number) equal to $20,000 divided by the  Fair
Market  Value (as defined in the Director Stock Option Plan) of a share  of
New Common Stock as of such date.

     9.8.  Restricted  Stock  Agreements.  If not theretofore  executed  by
Edison  and its key executives designated to receive Restricted  Stock,  on
the  Effective  Date,  Reorganized Edison and  such  key  executives  shall
execute  the  Restricted Stock Agreements.  Pursuant  and  subject  to  the
Restricted  Stock Agreements, Reorganized Edison will issue to  certain  of
its  senior  executives an aggregate of 225,000 shares  of  restricted  New
Common Stock (the  Restricted Stock ).  All of the Restricted Stock will be
issued as of the Effective Date.

     9.9.  Employment Contracts.  As of the Effective Date, the Debtors  or
Reorganized Debtors will have entered into the Employment Contracts.

     9.10.     Retention/Performance Bonuses.  As of  the  Effective  Date,
Edison  or  Reorganized Edison will have adopted a retention bonus  program
that  will result in payments aggregating approximately $750,000 to certain
key  executives in 1998, provided that such executives remain employed with
Reorganized Edison through the date of such payments.  In addition,  as  of
the  Effective Date, in recognition of the successful restructuring of  the
Debtors,  Edison  or Reorganized Edison will have adopted a  bonus  program
that  will  result  in  payments aggregating  approximately  $2,200,000  to
certain key executives instrumental to such restructuring.

                               ARTICLE X.

           IMPLEMENTATION AND EFFECT OF CONFIRMATION OF PLAN

    10.1.    Procedures for Exercise of Rights.

     (a)   Each  Right may be exercised by the holder thereof at  any  time
during  the  Rights  Exercise Period to purchase, at  the  Rights  Exercise
Price,  (i) one share of New Common Stock and (ii) at the election  of  the
holder  thereof,  (A)  one Class A Membership Unit in the  EBS  Litigation,
L.L.C.  or (B) if such holder is a D&B Spinoff Stockholder, and subject  to
the  terms  and  conditions of Sections 10.1(f) and 10.2 of the  Plan,  the
right  to  participate in the D&B Spinoff Settlement.   All  Rights  to  be
exercised by such holder shall be exercised concurrently.  Any exercise  of
Rights shall be irrevocable.

     (b)  The Rights shall be registered on the books of Reorganized Edison
maintained  at  the  principal  office of the  Rights  Agent  (the   Rights
Register  )  as they are issued.  Reorganized Edison and the  Rights  Agent
shall  be entitled to treat the registered owner of any Right as the  owner
in  fact  thereof for all purposes and shall not be bound to recognize  any
equitable  or other claim to or interest in such Right on the part  of  any
other  person.   The  Rights Agent shall initially  register  ownership  of
Rights  in  the Rights Register in accordance with the written instructions
of  Reorganized Edison.  Subject to the terms of this Section 10.1, and the
receipt  of such documentation as the Rights Agent may reasonably  require,
the  Rights  Agent shall, on each Business Day during the  Rights  Exercise
Period,  register the transfer of any outstanding Rights  upon  the  Rights
Register upon tender of a written instrument or instruments of transfer  in
form  reasonably satisfactory to Reorganized Edison and the  Rights  Agent,
duly  executed by the registered holder(s) thereof or by the duly appointed
legal representative thereof or by a duly authorized attorney.

     (c)  On the date upon which the Rights Exercise Period commences,  the
Rights Agent shall mail to each holder of an Allowed Edison Equity Interest
a  Rights  Exercise Notice together with the Rights Exercise  Instructions.
In order for an exercise of Rights to be valid and effective, the holder of
the  Rights  seeking to effect such an exercise must deliver to the  Rights
Agent  prior  to the Rights Expiration Date a properly completed  and  duly
executed  Rights  Exercise Notice which (i) indicates  (A)  the  number  of
Rights sought to be exercised and (B) the holder's election of either Class
A Membership Units in EBS Litigation, L.L.C. or the right to participate in
the D&B Spinoff Settlement and (ii) is accompanied by a certified check  or
bank draft drawn upon a United States bank or a wire transfer, in an amount
equal  to the product of the Rights Exercise Price and the number of Rights
sought  to  be exercised.  The foregoing items will not be deemed  to  have
been  timely delivered to the Rights Agent (and thus the attempted exercise
of  Rights  will not be valid or effective) unless they are  completed  and
executed  in  conformity  with  the Rights Exercise  Instructions  and  are
actually received by the Rights Agent, at the address specified therefor in
the  Rights  Exercise  Instructions, on or prior to the  Rights  Expiration
Date.

     (d)    All  determinations  as  to proper completion,  due  execution,
timeliness,  eligibility  and  other  matters  affecting  the  validity  or
effectiveness  of  any attempted exercise of any Rights shall  be  made  by
Reorganized Edison and the Rights Agent, whose determination shall be final
and  binding.  The Rights Agent in its sole discretion may waive or  reject
the  attempted  exercise  of  any  Right subject  to  any  such  defect  or
irregularity.   Deliveries required to be received by the Rights  Agent  in
connection with an attempted exercise of Rights will not be deemed to  have
been  so  received or accepted until actual receipt thereof by  the  Rights
Agent shall have occurred and any defects or irregularities shall have been
waived  or cured within such time as the Rights Agent may determine in  its
sole  discretion.   Neither  the Debtors, the Reorganized  Debtors  or  the
Rights  Agent will have any obligation to give notice to any  holder  of  a
Right  of  any  defect  or irregularity in connection  with  any  attempted
exercise thereof or incur any liability as a result of any failure to  give
any such notice.

      (e)    On  or  as  promptly  as  practicable  following  the  Initial
Distribution  Date, the Rights Agent will mail (or cause to be  mailed)  to
each  holder  of  Rights  who  has sought to  exercise  Rights,  a  written
statement specifying the number of Rights that were validly and effectively
exercised by such holder and the consideration purchased upon such exercise
of  such  Rights,  together with (i) a stock certificate  representing  the
shares  of New Common Stock so purchased and (ii) if elected by the holder,
a  Membership Certificate representing the Class A Membership Units in  the
EBS Litigation, L.L.C. so purchased.

     (f)   Section 10.2 of the Plan shall govern the release (or retention,
as  the  case  may be) of Unresolved Avoidance Claims against  D&B  Spinoff
Stockholders  who  attempt  to participate in the  D&B  Spinoff  Settlement
through an exercise of Rights pursuant to this Section 10.1.

    10.2.    The D&B Spinoff Settlement Offer.

    (a)  Subject to the terms and conditions of this Section 10.2, each D&B
Spinoff  Stockholder  shall have the right, at  any  time  during  the  D&B
Spinoff Settlement Period, to participate in the D&B Spinoff Settlement  by
qualifying as a Released D&B Spinoff Stockholder.

     (b)   On  the  date  upon  which  the D&B  Spinoff  Settlement  Period
commences,  the Disbursing Agent, on behalf of the EBS Litigation,  L.L.C.,
shall mail to each D&B Spinoff Stockholder a D&B Spinoff Settlement Notice.
In  order  to  participate  in the D&B Spinoff Settlement,  a  D&B  Spinoff
Stockholder  seeking to qualify as a Released D&B Spinoff Stockholder  must
deliver  to the Disbursing Agent, on behalf of the EBS Litigation,  L.L.C.,
prior  to  the D&B Spinoff Settlement Expiration Date a properly  completed
and  duly  executed D&B Spinoff Settlement Notice, which  (i)  if  the  D&B
Spinoff Stockholder has exercised Rights in accordance with Section 10.1 of
the Plan, indicates the number of Rights so exercised in a manner effecting
an  election  to  participate in the D&B Spinoff Settlement,  and  if  such
number  is less than the D&B Spinoff Release Minimum Rights, is accompanied
by  a certified check or bank draft drawn on a United States bank or a wire
transfer, in an amount equal to the D&B Spinoff Release Shortfall Amount or
(ii)  if  the  D&B  Spinoff Stockholder has not exercised  any  Rights,  is
accompanied  by a certified check or bank draft drawn upon a United  States
bank  or  a  wire  transfer, in an amount equal to the D&B Spinoff  Release
Minimum  Purchase Price.  The foregoing items will not be  deemed  to  have
been  timely  delivered  to the Disbursing Agent (and  thus  the  attempted
participation in the D&B Spinoff Settlement will not be valid or effective)
unless  they are completed and executed in conformity with the instructions
contained in the D&B Spinoff Settlement Notice and are actually received by
the  Disbursing Agent, at the address specified therefor in the D&B Spinoff
Settlement  Notice,  on  or prior to the D&B Spinoff Settlement  Expiration
Date.

     (c)    All  determinations  as  to proper completion,  due  execution,
timeliness,  eligibility  and  other  matters  affecting  the  validity  or
effectiveness of any attempted participation in the D&B Spinoff  Settlement
shall  be  made  by the Disbursing Agent, on behalf of the EBS  Litigation,
L.L.C.,  whose  determination  shall  be  final  and  binding.   Deliveries
required  to  be  received by the Disbursing Agent in  connection  with  an
attempted participation in the D&B Spinoff Settlement will not be deemed to
have  been  so  received or accepted until actual receipt  thereof  by  the
Disbursing  Agent  shall  have occurred and any defects  or  irregularities
shall  have  been waived or cured within such time as the Disbursing  Agent
may determine in its sole discretion.  Neither the Debtors, the Reorganized
Debtors,  the EBS Litigation, L.L.C. or the Disbursing Agent will have  any
obligation to give notice to any D&B Spinoff Stockholder of any  defect  or
irregularity  in  connection with any attempted participation  in  the  D&B
Spinoff  Settlement or incur any liability as a result of  any  failure  to
give any such notice.

      (d)    On  or  as  promptly  as  practicable  following  the  Initial
Distribution  Date, the Disbursing Agent, on behalf of the EBS  Litigation,
L.L.C.,  will mail (or cause to be mailed) to each D&B Spinoff  Stockholder
who sought to participate in the D&B Spinoff Settlement a written statement
specifying whether such D&B Spinoff Stockholder qualifies as a Released D&B
Spinoff  Stockholder.  The Debtors, the Reorganized  Debtors  and  the  EBS
Litigation, L.L.C. shall be deemed, as of the Effective Date, for good  and
valuable  consideration, to have forever released,  waived  and  discharged
each Released D&B Spinoff Stockholder from any and all Unresolved Avoidance
Claims  that  the  Debtors, the Reorganized Debtors or the EBS  Litigation,
L.L.C.  ever  had,  now has, hereafter can, shall or may have  against  any
Released D&B Spinoff Stockholder.   Any and all Unresolved Avoidance Claims
against  any  and  all  D&B Spinoff Stockholders  that  do  not  constitute
Released  D&B  Spinoff Stockholders are hereby expressly  reserved  by  the
Debtors  and  the  EBS Litigation, L.L.C.  Nothing contained  herein  shall
constitute  a  release,  waiver or discharge of  any  Unresolved  Avoidance
Claims against any person other than a Released D&B Spinoff Stockholder and
Unresolved  Avoidance  Claims  against such  other  persons  are  expressly
reserved  and  shall  be  transferred to  the  EBS  Litigation,  L.L.C.  in
accordance  with  section  1123(b)(3)(B) of the Bankruptcy  Code,  the  EBS
Litigation LLC Members Agreement and Section 5.1 of the Plan.

     (e)   Pursuant  to Bankruptcy Rule 9019 and in consideration  for  the
releases  and  other  benefits  provided  under  this  Section  10.2,   the
provisions  of  this Section 10.2 shall constitute a good faith  compromise
and  settlement  of  all Unresolved Avoidance Claims against  Released  D&B
Spinoff Stockholders.  The entry of the Confirmation Order shall constitute
the  Bankruptcy  Court's approval of the compromise or  settlement  of  all
Unresolved  Avoidance Claims against the Released D&B Spinoff  Stockholders
and the Bankruptcy Court's finding that such compromise or settlement is in
the  best  interests of the Debtors and the Reorganized Debtors  and  their
estates,  the  EBS  Litigation, L.L.C. and holders  of  Claims  and  Equity
Interests, and is fair, equitable and reasonable.

     (f)   As  promptly as is practicable after the D&B Spinoff  Settlement
Expiration  Date,  the  Disbursing Agent shall  transfer  the  D&B  Spinoff
Settlement Proceeds, if any, to the EBS Litigation, L.L.C.

     10.3.     Term of Bankruptcy Injunction or Stays.  All injunctions  or
stays provided for in the Chapter 11 Cases under sections 105 or 362 of the
Bankruptcy  Code, or otherwise, and in existence on the Confirmation  Date,
shall remain in full force and effect until the Effective Date.

    10.4.    Revesting of Assets.

     (a)   The property of the estates of the Debtors shall revest  in  the
Reorganized  Debtors on the Effective Date, except as provided in  Sections
5.1, 5.2 and 10.3 of the Plan.

     (b)   From  and after the Effective Date, the Reorganized Debtors  may
operate their businesses, and may use, acquire and dispose of property free
of any restrictions imposed under the Bankruptcy Code.

     (c)   As  of  the  Effective Date, all property  of  the  Debtors  and
Reorganized  Debtors  shall be free and clear  of  all  liens,  claims  and
interests of holders of Claims and Equity Interests, except as provided  in
the Plan.

     10.5.     Causes of Action.  Except as provided in Section 5.1 of  the
Plan,  as of the Effective Date, pursuant to section 1123(b)(3)(B)  of  the
Bankruptcy  Code, any and all Causes of Action accruing to the Debtors  and
Debtors  in  Possession,  including,  without  limitation,  actions   under
sections  545,  549,  550  and 551 of the Bankruptcy  Code,  but  excluding
avoidance or recovery actions under sections 544, 547, 548 and 553  of  the
Bankruptcy  Code, shall become assets of the Reorganized Debtors,  and  the
Reorganized  Debtors shall have the authority to prosecute such  Causes  of
Action  for  the  benefit of the estates of the Debtors.   The  Reorganized
Debtors  shall  have  the  authority to compromise  and  settle,  otherwise
resolve, discontinue, abandon or dismiss all such Causes of Action  without
approval of the Bankruptcy Court.

     10.6.     Discharge of Debtors.  The rights afforded  herein  and  the
treatment  of all Claims and Equity Interests herein shall be  in  exchange
for  and  in  complete satisfaction, discharge and release  of  Claims  and
Equity  Interests of any nature whatsoever, including any interest  accrued
on  such  Claims from and after the Commencement Date, against the  Debtors
and  the  Debtors  in  Possession, or any of their  assets  or  properties.
Except  as otherwise provided herein, (a) on the Effective Date,  all  such
Claims  against  and  Equity Interests in the Debtors shall  be  satisfied,
discharged  and  released in full, and (b) all persons shall  be  precluded
from  asserting against the Reorganized Debtors, their successors, or their
assets or properties any other or further Claims or Equity Interests  based
upon  any  act or omission, transaction or other activity of  any  kind  or
nature that occurred prior to the Confirmation Date.

     10.7.     Injunction.  Except as otherwise expressly provided  in  the
Plan,  the Confirmation Order or a separate order of the Bankruptcy  Court,
all  entities  who  have held, hold or may hold Claims  against  or  Equity
Interests  in any or all of the Debtors, are permanently enjoined,  on  and
after  the Effective Date, from (a) commencing or continuing in any  manner
any  action or other proceeding of any kind with respect to any such  Claim
or Equity Interest, (b) the enforcement, attachment, collection or recovery
by  any manner or means of any judgment, award, decree or order against the
Debtors  on  account  of any such Claim or Equity Interest,  (c)  creating,
perfecting or enforcing any encumbrance of any kind against the Debtors  or
against the property or interests in property of the Debtors on account  of
any  such  Claim or Equity Interest and (d) asserting any right of  setoff,
subrogation or recoupment of any kind against any obligation due  from  the
Debtors or against the property or interests in property of the Debtors  on
account of any such Claim or Equity Interest.  Such injunction shall extend
to   successors   of  the  Debtors  (including,  without  limitation,   the
Reorganized  Debtors)  and  their respective properties  and  interests  in
property.

                              ARTICLE XI.

                       EFFECTIVENESS OF THE PLAN

     11.1.     Conditions Precedent to Effectiveness.  The Plan  shall  not
become effective unless and until the following conditions shall have  been
satisfied or waived pursuant to Section 11.3 of the Plan:

      (a)   the  Confirmation  Order,  in  form  and  substance  reasonably
acceptable  to  the Debtors and the Creditors' Committee, shall  have  been
signed  by  the judge presiding over the Chapter 11 Cases, and there  shall
not be a stay or injunction in effect with respect thereto;

     (b)   the Debtors shall have at least $10,000,000 in Cash as of August
7,  1997, after giving effect to the distributions of Cash projected to  be
made under the Plan;

     (c)   the Reorganized Debtors shall have credit availability  under  a
working  capital credit facility, in form and substance acceptable  to  the
Debtors  and reasonably acceptable to the Creditors' Committee, to  provide
the  Reorganized  Debtors  with working capital sufficient  to  meet  their
ordinary and peak requirements;

    (d)  the New Notes Indentures shall have been qualified under the Trust
Indenture Act of 1939, as amended;

    (e)  (i) the Funding Escrow shall have been established and the Funding
Escrow  Agent under the Funding Escrow Agreement shall have been  appointed
in accordance with Section 5.2 of the Plan; and (ii) subject to Section 5.1
of  the  Plan, the EBS Litigation, L.L.C., the EBS Pension, L.L.C. and  the
EBS Building, L.L.C. shall have been established in accordance with the EBS
Litigation LLC Members Agreement, the EBS Pension LLC Members Agreement and
the EBS Building LLC Members Agreement.

     (f)   subject to Section 5.1(c) of the Plan, the EBS Building,  L.L.C.
shall  have  entered  into the Corporate Headquarters Building  Lease  with
Reorganized Edison;

     (g)  all actions, documents and agreements necessary to implement  the
Plan shall have been effected or executed;

     (h)   the  Debtors  shall have received all authorizations,  consents,
regulatory  approvals,  rulings, letters, no-action  letters,  opinions  or
documents  that are determined by the Debtors to be necessary to  implement
the  Plan,  including,  without  limitation,  no-action  letters  from  the
Securities  and  Exchange Commission and letter or other rulings  from  the
Internal Revenue Service; and

     (i)   each  of  the  Amended Edison Certificate of Incorporation,  the
Amended  Edison  Bylaws, the amended certificates of incorporation  of  the
Reorganized Subsidiaries, the EBS Litigation LLC Members Agreement, the EBS
Pension LLC Members Agreement, the EBS Building LLC Members Agreement,  the
Funding  Escrow  Agreement,  the  Funding  Escrow  Mortgages,  the   Rights
documents,  the  D&B Spinoff Settlement documents, the New Notes,  the  New
Notes   Indentures,   the  Corporate  Headquarters  Building   Lease,   the
Registration  Rights Agreement, the Stock Option Plan, the  Director  Stock
Option  Plan, the Employment Contracts and the Restricted Stock Agreements,
in  form  and  substance  reasonably acceptable  to  the  Debtors  and  the
Creditors' Committee, shall have been effected or executed.

     11.2.     Effect of Failure of Conditions.  In the event that  one  or
more  of  the  conditions specified in Section 11.1 of the  Plan  have  not
occurred   on  or  before  60  days  after  the  Confirmation  Date,   upon
notification submitted by the Debtors to the Bankruptcy Court  and  counsel
for the Creditors' Committee and the Equity Committee, (a) the Confirmation
Order  shall be vacated, (b) no distributions under the Plan shall be made,
(c)  the  Debtors and all holders of Claims and Equity Interests  shall  be
restored  to  the status quo ante as of the day immediately  preceding  the
Confirmation  Date as though the Confirmation Date never occurred  and  (d)
the  Debtors'  obligations with respect to the Claims and Equity  Interests
shall remain unchanged and nothing contained herein shall constitute or  be
deemed  a waiver or release of any Claims or Equity Interests by or against
the Debtors or any other person or to prejudice in any manner the rights of
the Debtors or any person in any further proceedings involving the Debtors.

     11.3.     Waiver of Conditions.  The Debtors may waive, by  a  writing
signed  by  an  authorized representative of the Debtors  and  subsequently
filed with the Bankruptcy Court, one or more of the conditions precedent to
effectiveness  of  the Plan set forth in Sections 11.1  (b),  (f)  and  (g)
(exclusive of those documents and agreements set forth in (i)) of the Plan.
The  Debtors,  with the written consent of the Creditors' Committee  (which
consent shall not be unreasonably withheld), may waive, by a writing signed
by  an authorized representative of the Debtors and subsequently filed with
the Bankruptcy Court, the conditions precedent to effectiveness of the Plan
set forth in Sections 11.1(a), (c), (d), (e), (h) and (i) of the Plan.


                              ARTICLE XII.

                       RETENTION OF JURISDICTION

          The  Bankruptcy  Court shall have exclusive jurisdiction  of  all
matters  arising out of, and related to, the Chapter 11 Cases and the  Plan
pursuant  to,  and for the purposes of, sections 105(a)  and  1142  of  the
Bankruptcy Code and for, among other things, the following purposes:

    (a)   To hear and determine pending applications for the assumption  or
    rejection  of  executory  contracts or unexpired  leases,  if  any  are
    pending, and the allowance of Claims resulting therefrom;

    (b)   To determine any and all adversary proceedings, applications  and
    contested matters, including, without limitation, adversary proceedings
    and contested matters arising in connection with the prosecution by the
    EBS Litigation, L.L.C. of the Unresolved Avoidance Claims.

    (c)   To  resolve  all  matters arising under or relating  to  the  EBS
    Litigation,  L.L.C.,  the EBS Pension, L.L.C.  and  the  EBS  Building,
    L.L.C.,  including,  without  limitation,  all  disputes  between   the
    Reorganized  Debtors  and  such  entities  and  with  respect  to   the
    interpretation  of  the EBS Litigation LLC Members Agreement,  the  EBS
    Pension  LLC  Members  Agreement  and  the  EBS  Building  LLC  Members
    Agreement;

          (d) To resolve all matters and issues relating to the Rights  and
the D&B Spinoff Settlement;

    (e)   To  resolve all matters arising under or relating to the  Funding
    Escrow,  including,  without  limitation,  all  disputes  between   the
    Reorganized  Debtors and the Funding Escrow Agent and with  respect  to
    the interpretation of the Funding Escrow Agreement;

    (f)   To  hear  and  determine any objection to Administrative  Expense
    Claims, Claims or Equity Interests;

    (g)   To  enter and implement such orders as may be appropriate in  the
    event  the  Confirmation  Order  is for  any  reason  stayed,  revoked,
    modified or vacated;

    (h)   To issue such orders in aid of execution and consummation of  the
    Plan, to the extent authorized by section 1142 of the Bankruptcy Code;

    (i)   To  consider any amendments to or modifications of the  Plan,  to
    cure  any  defect  or omission, or reconcile any inconsistency  in  any
    order  of  the  Bankruptcy  Court, including, without  limitation,  the
    Confirmation Order;

    (j)   To  hear  and  determine all applications  for  compensation  and
    reimbursement of expenses of professionals under sections 330, 331  and
    503(b) of the Bankruptcy Code;

    (k)   To  hear  and determine disputes arising in connection  with  the
    interpretation, implementation or enforcement of the Plan;

    (l)   To recover all assets of the Debtors and property of the Debtors'
    estates, wherever located;

    (m)   To hear and determine matters concerning state, local and federal
    taxes  in  accordance with sections 346, 505 and 1146 of the Bankruptcy
    Code;

    (n)   To  hear  any other matter not inconsistent with  the  Bankruptcy
    Code; and

    (o)  To enter a final decree closing the Chapter 11 Cases.

                             ARTICLE XIII.

                        MISCELLANEOUS PROVISIONS

     13.1.    Effectuating Documents and Further Transactions.  Each of the
Debtors  or Reorganized Debtors is authorized to execute, deliver, file  or
record   such  contracts,  instruments,  releases,  indentures  and   other
agreements  or  documents and take such actions  as  may  be  necessary  or
appropriate to effectuate and further evidence the terms and conditions  of
the Plan and any notes or securities issued pursuant to the Plan.

    13.2.    Corporate Action.  On the Effective Date, all matters provided
for   under  the  Plan  that  would  otherwise  require  approval  of   the
stockholders,  directors  or members of one  or  more  of  the  Debtors  or
Reorganized  Debtors  or  their successors  in  interest  under  the  Plan,
including,  without limitation, the authorization to issue or cause  to  be
issued   preferred  stock,  the  issuance  of  New  Common  Stock,  Rights,
Restricted  Stock,  New  Notes,  Series 1997  Bonds,  Warrants,  Management
Options,  Director Options, Class A Membership Units and Class B Membership
Units,   the   effectiveness   of  the  Amended   Edison   Certificate   of
Incorporation,  the Amended Edison Bylaws and the amended  certificates  of
incorporation  of  the  Reorganized  Subsidiaries,  corporate  mergers   or
dissolutions effectuated pursuant to the Plan, the election or appointment,
as  the  case may be, of directors and officers of the Debtors pursuant  to
the  Plan,  the  authorization and approval of the D&B  Spinoff  Settlement
Offer, the Employment Contracts, the Stock Option Plan, the Director  Stock
Option Plan and the Restricted Stock Agreements and the creation of the EBS
Litigation, L.L.C., the EBS Pension, L.L.C., the EBS Building, L.L.C.,  the
Funding  Escrow  and the Funding Escrow Mortgages shall be deemed  to  have
occurred  and shall be in effect from and after the Effective Date pursuant
to  the  applicable  general corporation law of the  states  in  which  the
Debtors or Reorganized Debtors are incorporated, without any requirement of
further  action  by  the  stockholders  or  directors  of  the  Debtors  or
Reorganized  Debtors.  On the Effective Date or as soon  thereafter  as  is
practicable, the Reorganized Debtors shall, if required, file their amended
certificates of incorporation with the Secretary of State of the  state  in
which  each  Reorganized  Debtor is incorporated, in  accordance  with  the
applicable general corporation law of such states.

    13.3.    Exemption from Transfer Taxes.  Pursuant to section 1146(c) of
the  Bankruptcy Code, the issuance, transfer or exchange of notes or equity
securities under the Plan, the creation of any mortgage, deed of  trust  or
other security interest, the making or assignment of any lease or sublease,
or  the  making  or  delivery of any deed or other instrument  of  transfer
under,  in  furtherance  of,  or in connection with  the  Plan,  including,
without  limitation, any merger agreements or agreements of  consolidation,
deeds, bills of sale or assignments executed in connection with any of  the
transactions contemplated under the Plan shall not be subject to any stamp,
real estate transfer, mortgage recording or other similar tax.

     13.4.     Injunction  Regarding Worthless  Stock  Deduction.   At  the
Confirmation Hearing, Edison may request that the Bankruptcy Court  include
in the Confirmation Order a provision enjoining any  50-percent shareholder
of  Edison  within  the  meaning of section 382(g)(4)(D)  of  the  Internal
Revenue Code of 1986, as amended, from claiming a worthless stock deduction
with  respect  to its Edison Equity Interest for any taxable year  of  such
shareholder ending prior to the Effective Date.

     13.5.     Exculpation.  Neither the Debtors, the Reorganized  Debtors,
the Creditors' Committee or the Equity Committee or any of their respective
members, officers, directors, employees, advisors or agents shall  have  or
incur any liability to any holder of a Claim or Equity Interest for any act
or  omission in connection with, related to, or arising out of, the Chapter
11  Cases, the pursuit of confirmation of the Plan, the consummation of the
Plan  or  the  administration of the Plan or the property to be distributed
under the Plan, except for willful misconduct or gross negligence, and,  in
all   respects,  the  Debtors,  the  Reorganized  Debtors,  the  Creditors'
Committee,  the  Equity  Committee and each of  their  respective  members,
officers,  directors, employees, advisors and agents shall be  entitled  to
rely  upon  the  advice  of  counsel  with  respect  to  their  duties  and
responsibilities under the Plan; provided, however, that nothing  contained
herein  shall exculpate, satisfy, discharge or release any Avoidance Claims
against  present or former officers, directors or employees of the  Debtors
in  their capacities other than as present or former officers, directors or
employees.

    13.6.    Termination of Committees.  The appointments of the Creditors'
Committee  and  the Equity Committee shall terminate on the  later  of  the
Effective  Date  and the date of the hearing to consider  applications  for
final allowances of compensation and reimbursement of expenses.

    13.7.    Claims Resolution Committee.

     (a)   Function  and  Composition.  Prior to the  Effective  Date,  the
Creditors' Committee will have established the Claims Resolution Committee.
The functions of the Claims Resolution Committee will be (i) to monitor the
Reorganized  Debtors'  progress in (a) reconciling and  resolving  Disputed
Claims  and  (b) making distributions on account of such Claims  once  such
Claims  become  Allowed Claims, (ii) to compel the Debtors  to  compromise,
settle  or otherwise resolve Disputed Claims and (iii) to review and assert
objections  to  the  reasonableness of compromises,  settlements  or  other
resolutions of Disputed Claims, as provided in Section 6.5(b) of the  Plan.
The  Claims  Resolution Committee will consist of three holders  of  Claims
each of whom previously has served as a member of the Creditors' Committee.

     (b)   Procedures.  The Claims Resolution Committee will adopt  by-laws
that  will  control its functions.  These by-laws, unless modified  by  the
Claims Resolution Committee, will provide the following:  (i) a majority of
the  Claims Resolution Committee will constitute a quorum; (ii) one  member
of  the  Claims Resolution Committee will be designated by the majority  of
its  members  as  its chairperson; (iii) meetings of the Claims  Resolution
Committee  will  be called by its chairperson on such notice  and  in  such
manner  as  its  chairperson  may  deem  advisable;  and  (iv)  the  Claims
Resolution Committee will function by decisions made by a majority  of  its
members in attendance at any meeting.

    (c)  Employment of Attorneys and Reimbursement of Expenses.  The Claims
Resolution Committee will be authorized to retain one law firm.   The  role
of  the Claims Resolution Committee's attorneys will be strictly limited to
assisting  the Claims Resolution Committee in its functions  as  set  forth
herein.  The Reorganized Debtors will pay the actual, necessary, reasonable
and  documented fees and expenses of the attorneys retained by  the  Claims
Resolution  Committee,  as  well as the actual, necessary,  reasonable  and
documented  expenses  incurred  by each member  of  the  Claims  Resolution
Committee  in  the  performance  of its  duties,  in  accordance  with  the
Reorganized   Debtors'  normal  business  practice  for  compensating   and
reimbursing  professionals.   Other than  as  specified  in  the  preceding
sentence, the members of the Claims Resolution Committee will serve without
compensation.   If there is any unresolved dispute between the  Reorganized
Debtors  and the Claims Resolution Committee, its attorneys or its  members
as  to  any  fees  or  expenses, such dispute  will  be  submitted  to  the
Bankruptcy Court for resolution.

     (d)   Dissolution.  Subject to further order of the Bankruptcy  Court,
the Claims Resolution Committee will dissolve upon the earlier to occur  of
(i)  the  date  that  an  officer  of Reorganized  Edison  files  with  the
Bankruptcy Court and serves upon counsel to the Claims Resolution Committee
by  overnight  delivery service or facsimile transmission  a  certification
that  the aggregate Disputed Claim Amount for all remaining Disputed Claims
is  equal  to  or less than $5,000,000 (the  Certification ) and  (ii)  the
third  anniversary of the Effective Date.  The Claims Resolution  Committee
may  file with the Bankruptcy Court and serve upon the Reorganized  Debtors
an  objection to such Certification within 10 days of the receipt  thereof,
in  which  event  the  aggregate Disputed Claim Amount  for  all  remaining
Disputed  Claims  will  be  determined by the  Bankruptcy  Court.   If  the
Bankruptcy  Court determines that the aggregate Disputed Claim  Amount  for
all  remaining  Disputed  Claims is greater  than  $5,000,000,  the  Claims
Resolution  Committee will continue in existence, subject to the conditions
set  forth  in  the first sentence of this subsection.  If  the  Bankruptcy
Court determines that the aggregate Disputed Claim Amount for all remaining
Disputed  Claims is equal to or less than $5,000,000, the Claims Resolution
Committee will dissolve effective as of the date that the Certification  is
served  and  filed.  The attorneys retained by, and members of, the  Claims
Resolution Committee, will not be entitled to compensation or reimbursement
of  expenses  for  services rendered after the date of dissolution  of  the
Claims Resolution Committee.

     13.8.    Post-Confirmation Date Fees and Expenses.  From and after the
Confirmation  Date,  the  Debtors and Reorganized  Debtors  shall,  in  the
ordinary  course of business and without the necessity for any approval  by
the  Bankruptcy Court, pay the reasonable fees and expenses of professional
persons  thereafter  incurred  by  the  Debtors  and  Reorganized  Debtors,
including,  without  limitation,  those  fees  and  expenses  incurred   in
connection with the implementation and consummation of the Plan.

     13.9.     Payment  of  Statutory Fees.  All fees payable  pursuant  to
section  1930  of the title 28 of the United States Code, as determined  by
the  Bankruptcy  Court at the Confirmation Hearing, shall be  paid  on  the
Effective Date.

      13.10.     Amendment  or  Modification  of  the  Plan.   Alterations,
amendments or modifications of the Plan may be proposed in writing  by  the
Debtors at any time prior to the Confirmation Date, provided that the Plan,
as  altered, amended or modified, satisfies the conditions of sections 1122
and  1123 of the Bankruptcy Code, and the Debtors shall have complied  with
section 1125 of the Bankruptcy Code; provided, however, that, prior to  the
date  of the commencement of solicitation of votes to accept or reject  the
Plan,  no  alteration, amendment or modification of  the  Plan  that  would
materially  and adversely change the treatment of General Unsecured  Claims
may  be  made  without  prior approval of the Creditors'  Committee,  which
approval  shall  not be unreasonably withheld.  The Plan  may  be  altered,
amended  or  modified at any time after the Confirmation  Date  and  before
substantial  consummation, provided that the Plan, as altered,  amended  or
modified,  satisfies  the requirements of sections 1122  and  1123  of  the
Bankruptcy  Code  and  the Bankruptcy Court, after notice  and  a  hearing,
confirms the Plan, as altered, amended or modified, under section  1129  of
the  Bankruptcy  Code  and  the  circumstances  warrant  such  alterations,
amendments  or modifications.  A holder of a Claim or Equity Interest  that
has  accepted  the  Plan  shall be deemed to have  accepted  the  Plan,  as
altered,  amended  or  modified, if the proposed alteration,  amendment  or
modification does not materially and adversely change the treatment of  the
Claim or Equity Interest of such holder.

     13.11.    Severability.   In  the  event  that  the  Bankruptcy  Court
determines, prior to the Confirmation Date, that any provision in the  Plan
is invalid, void or unenforceable, such provision shall be invalid, void or
unenforceable  with  respect to the holder or holders  of  such  Claims  or
Equity  Interests as to which the provision is determined  to  be  invalid,
void or unenforceable.  The invalidity, voidness or unenforceability of any
such  provision  shall  in no way limit or affect  the  enforceability  and
operative effect of any other provision of the Plan.

    13.12.   Revocation or Withdrawal of the Plan.  The Debtors reserve the
right  to  revoke or withdraw the Plan prior to the Confirmation Date.   If
the  Debtors  revoke  or withdraw the Plan prior to the Confirmation  Date,
then  the  Plan  shall  be deemed null and void.  In  such  event,  nothing
contained herein shall constitute or be deemed a waiver or release  of  any
claims by or against the Debtors or any other person or to prejudice in any
manner  the  rights of the Debtors or any person in any further proceedings
involving the Debtors.

     13.13.   Binding Effect.  The Plan shall be binding upon and inure  to
the benefit of the Debtors, the holders of Claims and Equity Interests, and
their respective successors and assigns, including, without limitation, the
Reorganized Debtors.

     13.14.    Notices.  All notices, requests and demands to or  upon  the
Debtors or the Reorganized Debtors to be effective shall be in writing and,
unless  otherwise expressly provided herein, shall be deemed to  have  been
duly  given  or made when actually delivered or, in the case of  notice  by
facsimile   transmission,  when  received  and  telephonically   confirmed,
addressed as follows:

    If to the Debtors:
    Edison Brothers Stores, Inc.
    501 North Broadway
    St. Louis, Missouri  63102
    Attn:  Alan A. Sachs, Esq.
    Telephone:  (314) 331-6565
    Facsimile:  (314) 331-6554

    with a copy to:

    Weil, Gotshal & Manges LLP         Young, Conaway, Stargatt & Taylor
    767 Fifth Avenue                   1110 N. Market Street
    New York, New York  10153               P.O. Box 391
    Attn:  Richard P. Krasnow, Esq.    Rodney Square North, 11th Floor
    Telephone:  (212) 310-8000         Wilmington, Delaware  19801
    Facsimile:  (212) 310-8007         Attn:  Laura Davis Jones, Esq.
                                            Telephone:  (302) 571-6600
                                            Facsimile:  (302) 571-1253

    If to the Creditors' Committee:
    Jones, Day, Reavis & Pogue         Richards, Layton & Finger, P.A.
    77 West Wacker                      One Rodney Square
    Chicago, Illinois  60601           Wilmington, Delaware  19899
    Attn:  David Kurtz, Esq.           Attn:  Thomas L. Ambro, Esq   .
    Telephone:  (312) 782-3939         Telephone:  (302) 651-7612
    Facsimile:  (312) 782-8585         Facsimile:  (302) 658-6458

    If to the Equity Committee:
    Paul, Weiss, Rifkind, Wharton & Garrison     Duane Morris & Heckscher
    1285 Avenue of the Americas        1201 Market Street
    New York, New York  10019               Wilmington, Delaware  19801
    Attn:  Alan W. Kornberg, Esq.      Attn:  Teresa K.D. Currier, Esq.
    Telephone:  (212) 373-3209         Telephone:  (302) 657-4957
    Facsimile:  (212) 373-2053         Facsimile:  (302) 571-5560

     13.15.    Governing  Law.  Except to the extent the  Bankruptcy  Code,
Bankruptcy  Rules or other federal law is applicable, or to the  extent  an
Exhibit  to the Plan provides otherwise, the rights and obligations arising
under  this  Plan  shall  be  governed by, and construed  and  enforced  in
accordance  with, the laws of the State of New York, without giving  effect
to the principles of conflicts of law of such jurisdiction.

     13.16.    Withholding and Reporting Requirements.  In connection  with
the  consummation of the Plan, the Debtors or the Reorganized  Debtors,  as
the   case  may  be,  shall  comply  with  all  withholding  and  reporting
requirements  imposed  by  any  federal, state,  local  or  foreign  taxing
authority  and  all distributions hereunder shall be subject  to  any  such
withholding and reporting requirements.

     13.17.    Plan  Supplement.  Forms of the documents  relating  to  the
Amended Edison Certificate of Incorporation, the Amended Edison Bylaws, the
EBS   Litigation  LLC  Members  Agreement,  the  EBS  Pension  LLC  Members
Agreement,  the  EBS  Building LLC Members Agreement,  the  Funding  Escrow
Agreement,  the  Funding Escrow Mortgages, the New  Notes,  the  New  Notes
Indentures,  the Series 1977 Bonds, the Rights, the D&B Spinoff Settlement,
the investment guidelines referred to in Sections 6.4(a) and 6.4(c)(ii)  of
the  Plan, Schedules 7.1(a)(x) and 7.1(a)(y) referred to in Section 7.1  of
the  Plan,  the  Warrants  (including a Warrant agreement),  the  Corporate
Headquarters Building Lease and the Registration Rights Agreement shall  be
contained in the Plan Supplement and filed with the Clerk of the Bankruptcy
Court  at least 10 days prior to the last day upon which holders of  Claims
and  Equity  Interests may vote to accept or reject  the  Plan.   Upon  its
filing  with the Bankruptcy Court, the Plan Supplement may be inspected  in
the  office of the Clerk of the Bankruptcy Court during normal court hours.
Holders  of  Claims or Equity Interests may obtain a copy of the  Plan  Sup
plement upon written request to Edison in accordance with Section 13.14  of
the Plan.

     13.18.    Allocation  of  Plan  Distributions  Between  Principal  and
Interest.   To the extent that any Allowed Claim entitled to a distribution
under the Plan is comprised of indebtedness and accrued but unpaid interest
thereon,  such  distribution shall, for federal  income  tax  purposes,  be
allocated  to  the  principal amount of the Claim first and  then,  to  the
extent  the  consideration exceeds the principal amount of  the  Claim,  to
accrued but unpaid interest.

     13.19.   Headings.  Headings are used in the Plan for convenience  and
reference  only, and shall not constitute a part of the Plan for any  other
purpose.

     13.20.   Exhibits/Schedules.  All Exhibits and Schedules to the  Plan,
including the Plan Supplement, are incorporated into and are a part of  the
Plan as if set forth in full herein.

     13.21.    Filing  of  Additional Documents.  On or before  substantial
consummation of the Plan, the Debtors shall file with the Bankruptcy  Court
such  agreements and other documents as may be necessary or appropriate  to
effectuate and further evidence the terms and conditions of the Plan.

Dated:    Wilmington, Delaware
     June 30, 1997, September 8, 1997 (Modified)


                                             EDISON BROTHERS STORES, INC.,
                              a Delaware corporation(for itself and on
                              behalf of each of the Subsidiaries)

                         By:  /s/ Alan D. Miller
                         Name:  Alan D. Miller
                         Title: Chairman and Chief Executive Officer

                                                        EXHIBIT A TO PLAN

            SUMMARY OF TERMS OF CORPORATE HEADQUARTERS LEASE


          LESSOR:             EBS Building, L.L.C.

          LESSEE:             Reorganized Edison

                                   TERM:                     Three   years,
                              commencing  on  the Effective Date,  followed
                              by,  at  Reorganized  Edison's  sole  option,
                              either  (a)  a one year option at $12.00  per
                              square  foot  or (b) a seven year  option  at
                              Prevailing Market  rent

                                 RENT:                   Years one  through
                              three:  $9.00 per square foot

                                                   Year  four (if one  year
                              option is selected):  $12.00 per square foot

                                                  Years four through 10 (if
                              seven   year   option   is   selected):    at
                              Prevailing  Market   rent  as  such  term  is
                              defined in the Corporate Headquarters Lease

                                 DISPOSITION:           Any sale  or  other
                              disposition  of  the  Corporate  Headquarters
                              Building by the EBS Building, L.L.C. shall be
                              subject   to   the   Corporate   Headquarters
                              Building  Lease and such other terms  as  are
                              acceptable to Reorganized Edison

                                                        The       Corporate
                              Headquarters  Lease shall be  junior  to  any
                              mortgage   on   the  Corporate   Headquarters
                              Building, provided that non-disturbance under
                              the  Corporate Headquarters Lease is  assured
                              under any such mortgage

                                 OTHER TERMS:      Such other terms as  may
                              be  mutually agreeable to the Debtors and the
                              Creditors' Committee
                              



                  [THIS PAGE INTENTIONALLY LEFT BLANK]


                                                        EXHIBIT B TO PLAN

                     SUMMARY OF TERMS OF NEW NOTES


         ISSUER:          Reorganized Edison

         AMOUNT:          $100,000,000, subject to adjustment as provided
         in Section 1.15 of the Plan

         TERM:            The later of the tenth anniversary of the
         Effective Date and July 31, 2007

          INTEREST: 11.0% per annum, payable semi-annually on January 31
          and July 31.  Interest shall begin accruing on the earlier of the
          Effective Date and July 31, 1997.  The first interest payment
          shall be made on January 31, 1998
         
          MATURITY: 100% of outstanding principal amount payable on the
          later of the tenth anniversary of the Effective Date and July 31,
          2007

          SECURITY: Funding Escrow Mortgages (coverage of portion of
          interest)

          PREFUNDING: Through the Funding Escrow, approximately the first
          three years of interest payable shall be prefunded by the Debtors
          with $16 million in Cash and the Funding Escrow Properties
         
          COVENANTS: Mandatory Principal Prepayment -- 50% of the net
          proceeds of extraordinary asset sales (excluding individual sales
          of assets for which the consideration received is less that
          $250,000) not otherwise required to be paid to working capital
          facility lenders; provided, however, that such amount shall not
          be distributed unless in excess of $5,000,000

Optional   Redemption  --  In  whole  or  in  part   at   the   option   of
Reorganized Edison in increments of not less than $5 million in  accordance
with the following schedule:

     Effective Date - June 30, 1998:100% of par
     July 1, 1998 - June 30, 1999:104% of par
     July 1, 1999 - June 30, 2000:103% of par
     July 1, 2000 - June 30, 2001:102% of par
     July 1, 2001 - June 30, 2002:101% of par
     July 1, 2002 - Maturity:  100% of par

Mandatory  Redemption Upon Change of Control -- Upon a  Change in  Control,
at  101% of par.  The definition of  Change of Control  is described in the
Disclosure Statement

Other Covenants -- Such other covenants as may be mutually agreeable to the
Debtors and the Creditors' Committee
         
         OTHER TERMS:     Such other terms as may be mutually agreeable to
         the Debtors and the Creditors' Committee


[THIS PAGE INTENTIONALLY LEFT BLANK]


                                                        EXHIBIT C TO PLAN

                      SUMMARY OF TERMS OF WARRANTS


        WARRANTS:        Warrants to purchase 9.0% of the issued New
                         Common Stock, on a fully diluted basis

                           EXERCISE PRICE:   $16.40
        
                              TERM:                 The Warrants shall
                         expire on the eighth
                                          anniversary of the Effective Date
        
         OTHER TERMS:     Such other terms as described in the Disclosure
                          Statement


                  [THIS PAGE INTENTIONALLY LEFT BLANK]


                                                       SCHEDULE 1 TO PLAN

                     ISSUANCE OF SERIES 1997 BONDS

           (1)   The  Series  1977 Bonds are currently  outstanding  in  an
     aggregate  principal amount of $2,920,000.  The Issuer will issue  the
     Series 1997 A Bonds in an aggregate principal amount of $2,482,000  in
     exchange  for  a  portion of the Series 1977  Bonds  in  an  aggregate
     principal  amount equal to the Allowed Secured Series 1977  Bondholder
     Claims.   The  Series  1985  Bonds are  currently  outstanding  in  an
     aggregate  principal amount of $5,500,000.  The Issuer will issue  the
     Series 1997 B Bonds in an aggregate principal amount of $4,235,000  in
     exchange  for  a  portion of the Series 1985  Bonds  in  an  aggregate
     principal  amount equal to the Allowed Secured Series 1985  Bondholder
     Claims.

           (2)   The Series 1997 Bonds will be issued pursuant to the terms
     of   a  trust  indenture  between  the  Issuer  and  the  Trustee   in
     substantially the form attached to the Plan Supplement with only  such
     changes,  additions,  or modifications as shall  be  approved  by  the
     Issuer,  the  Trustee, on behalf of all Series 1997  Bondholders,  and
     Edbro Missouri (the  Series 1997 Bond Indenture ).  In connection with
     the  issuance of the Series 1997 Bonds, all property currently  leased
     to  Edbro  Missouri  pursuant to the terms of the  Series  1977  Lease
     Agreement and/or the Series 1985 Lease Agreement, shall be conveyed by
     the  Issuer  to  Reorganized Edbro Missouri by special warranty  deed,
     bill of sale and other such conveyance documents as provided under the
     Series  1977 Lease Agreement and Series 1985 Lease Agreement,  subject
     only  to the  Permitted Encumbrances  (as such term is defined in  the
     Series  1985  Lease Agreement) or as shall otherwise  be  approved  by
     Edbro Missouri, and pursuant to such other documents as may reasonably
     be  required  by Edbro Missouri to vest title in all such property  in
     Reorganized Edbro Missouri.  The Series 1977 Lease Agreement  and  the
     Series 1985 Lease Agreement shall each be terminated of record.   Upon
     issuance of the Series 1997 Bonds, the Issuer shall be deemed to  have
     made a loan (the  Series 1997 Loan ) to Reorganized Edbro Missouri  in
     an  amount equal to the aggregate principal amount of the Series  1997
     Bonds  ($6,717,000).  In connection with the issuance  of  the  Series
     1997  Bonds,  Reorganized  Edbro Missouri  shall  enter  into  a  Loan
     Agreement  with the Issuer substantially in the form attached  to  the
     Plan Supplement with only such changes, additions, or modifications as
     shall  be approved by the Issuer, the Trustee, on behalf of all Series
     1997  Bondholders, and Edbro Missouri (the  Series 1997 Loan Agreement
     )  and  shall  execute and deliver a promissory note in the  aggregate
     principal  amount of $6,717,000 in favor of the Issuer evidencing  the
     Series  1997  Loan,  in substantially the form attached  to  the  Plan
     Supplement  with  only such changes, additions,  or  modifications  as
     shall  be approved by the Issuer, the Trustee, on behalf of all Series
     1997  Bondholders,  and  Edbro Missouri  (the   Series  1997  Note  ).
     Pursuant to the terms of the Series 1997 Loan Agreement and the Series
     1997 Note, Reorganized Edbro Missouri shall be obligated to pay to the
     Issuer  payments  on the Series 1997 Loan in the amounts  and  at  the
     times necessary to permit the Issuer to make the payments when due  of
     the  principal  of, premium, if any, and interest on the  Series  1997
     Bonds  and to timely pay the purchase price of the Series 1997 B Bonds
     tendered for purchase in accordance with the terms of the Series  1997
     Bond  Indenture.  The Issuer shall assign all of its rights under  the
     Series   1997   Loan   Agreement  (except  for   certain   rights   of
     indemnification of the Issuer and the Issuer's rights to  the  payment
     of its reasonable costs, fees, and expenses), the Series 1997 Note and
     each  of  the  other  Series 1997 Loan Documents  to  the  Trustee  in
     accordance  with the terms of the Series 1997 Bond Indenture.   On  or
     prior  to  the Effective Date, Reorganized Edbro Missouri  shall  also
     execute and deliver or cause to be executed and delivered each of  the
     Series  1997  Collateral Documents, and shall satisfy or cause  to  be
     satisfied each of the Series 1997 Refunding Conditions.

           (3)   The Series 1997 Bonds will be limited obligations  of  the
     Issuer  and  will  be  payable solely from  and  equally  and  ratably
     secured, to the extent provided in the Series 1997 Bond Indenture,  by
     a  pledge  of (i) all income, accounts, revenues, proceeds, and  other
     amounts to which the Issuer is entitled, derived from or in connection
     with  the  Series 1997 Loan Documents, including, without  limitation,
     all  payments of the principal of and interest on the Series 1997 Note
     and all amounts obtained through the exercise of the remedies provided
     in  the Series 1997 Loan Documents upon the occurrence of any event of
     default thereunder and all receipts of the Trustee credited under  the
     provisions  of  the  Series 1997 Bond Indenture against  said  amounts
     payable,  and  (ii)  moneys held in the funds and accounts  under  the
     Series  1997 Bond Indenture, together with investment earnings thereon
     (excluding any amounts held in any rebate fund established  under  and
     as provided in the Series 1997 Bond Indenture).

           (4)   In connection with the issuance of the Series 1997  Bonds,
     the  Issuer,  the Trustee and Reorganized Edbro Missouri  shall  cause
     each of the Series 1997 Refunding Conditions to be satisfied.


                  [THIS PAGE INTENTIONALLY LEFT BLANK]

                                                       SCHEDULE 2 TO PLAN

                    SERIES 1997 REFUNDING CONDITIONS

      On  or  prior  to the date of issuance of the Series 1997  Bonds  and
subject to the provisions of Sections 4.2 and 4.3 of the Plan, each of  the
following  conditions shall be fully satisfied and each  of  the  following
documents,  instruments  and agreements shall  be  delivered  in  form  and
content satisfactory to the Issuer, the Trustee, Edbro Missouri and Edison:

      (a)   The  Issuer  shall  have adopted an ordinance  authorizing  the
issuance  of  the Series 1997 Bonds and a certified copy of such  ordinance
shall have been delivered to the Trustee.

      (b)  The Issuer and the Trustee shall have executed and delivered the
Series 1997 Bond Indenture.

     (c)  Reorganized Edbro Missouri and the Issuer shall have executed and
delivered the Series 1997 Loan Agreement and an original of same shall have
been delivered to the Trustee.

      (d)  Reorganized Edbro Missouri shall have executed and delivered the
Series  1997  Notes  and  the originals shall have been  delivered  to  the
Trustee.

     (e)  Reorganized Edbro Missouri shall have executed, and or caused the
applicable party to have executed, as applicable, and delivered each of the
following  collateral documents (collectively, the  Series 1997  Collateral
Documents ):

          (1)   a  Deed of Trust and Security Agreement made by Reorganized
          Edbro  Missouri in favor of the Issuer, in substantially  in  the
          form  attached  to  the  Plan Supplement, encumbering  the  Edbro
          Missouri Facility and subject only to such encumbrances as  shall
          be approved by the Issuer and Trustee, (the  Series 1997 Mortgage
          );  the  Series  1997 Mortgage shall have been  assigned  by  the
          Issuer  to the Trustee pursuant to the Series 1997 Bond Indenture
          and/or  an  assignment in form and substance  acceptable  to  the
          Trustee (the  Series 1997 Assignment Agreement );

          (2)   one  or more UCC-1 Financing Statements made by Reorganized
          Edbro  Missouri,  as Debtor, in favor of the Issuer,  as  secured
          party, as necessary to perfect the Issuer's security interest  in
          the   collateral   encumbered  by  the   Series   1997   Mortgage
          (collectively,  the   Series  1997 Financing  Statements  );  the
          Series 1997 Financing Statements shall have been assigned by  the
          Issuer  to the Trustee pursuant to the Series 1997 Bond Indenture
          and/or the Series 1997 Assignment Agreement;

          (3)  a guaranty agreement executed by Reorganized Edison in favor
          of  the  Issuer, in substantially the form attached to  the  Plan
          Supplement with only such changes, additions, or modifications as
          shall  be approved by the Issuer, the Trustee, on behalf  of  all
          Series 1997 Bondholders, and Reorganized Edison (the  Series 1997
          Guaranty ); the Series 1997 Guaranty shall have been assigned  by
          the  Issuer  to  the  Trustee pursuant to the  Series  1997  Bond
          Indenture and/or the Series 1997 Assignment Agreement; and

          (4)  any other pledge agreements, security agreements, documents,
          instruments,  or other agreements necessary to pledge,  mortgage,
          lien  or  encumber, or to perfect any security  interest  in  the
          Edbro  Missouri Facility, all payments to be made by  Reorganized
          Edbro  Missouri under the Series 1997 Loan Agreement  and  Series
          1997 Notes and all other revenues, contract rights, tangible  and
          intangible  property and property rights, all real  and  personal
          property,  and all other assets of Reorganized Edbro Missouri  to
          be  pledged as security for the obligations of Reorganized  Edbro
          Missouri  as  provided  in the Series 1997 Loan  Agreements,  the
          Series  1997  Bond Indenture and the Series 1997 Loan  Documents,
          subject  only  to such encumbrances as shall be approved  by  the
          Issuer   and  Trustee,  for  the  benefit  of  the  Series   1997
          Bondholders, and which shall have been assigned by the Issuer  to
          the Trustee pursuant to the Series 1997 Bond Indenture and/or the
          Series 1997 Assignment Agreement.

      (f)   There shall have been delivered to the Trustee, the Issuer  and
Reorganized  Edbro  Missouri,  an unqualified  favorable  opinion  of  Bond
Counsel  with respect to the validity of the Series 1997 Bonds and  to  the
effect  that the interest on the Series 1997 Bonds will not be included  in
the  gross  income of the holders thereof for Federal income tax  purposes,
dated as of the date of issuance of the Series 1997 Bonds and addressed  to
the  Issuer,  the Trustee and Reorganized Edbro Missouri; such opinion  may
contain   those   qualifications  and  exceptions  which  are   customarily
incorporated in approving opinions of Bond Counsel and which are acceptable
to the Issuer, the Trustee and Reorganized Edbro Missouri.

      (g)  There shall have been delivered to the Trustee and the Issuer, a
favorable opinion of counsel for Reorganized Edbro Missouri and Reorganized
Edison  with  respect  to  due authorization, execution  and  delivery  and
enforceability  of  the Series 1997 Loan Agreement and each  of  the  other
Series  1997  Loan  Documents executed and delivered by  Reorganized  Edbro
Missouri  or Reorganized Edison and with respect to such other  matters  as
the  Trustee  or  Issuer may reasonably request, dated as of  the  date  of
issuance  of  the  Series 1997 Bonds and addressed to the Trustee  and  the
Issuer.

      (h)   There shall have been delivered to the Trustee and the  Issuer,
governmental certificates, dated the most recent practicable date prior  to
the  date  of  issuance  of the Series 1997 Bonds,  showing  that  each  of
Reorganized Edbro Missouri and Reorganized Edison is organized and in  good
standing  in  the jurisdiction of its organization and is qualified  to  do
business  and  in  good standing in all other jurisdictions  in  which  the
failure  to so qualify would have a material adverse effect on the  ability
of  such  entity  to  perform its obligations under the  Series  1997  Loan
Documents.

      (i)   There shall have been delivered to the Trustee and the  Issuer,
(i)  copies of the Articles of Incorporation of Reorganized Edbro  Missouri
and Reorganized Edison, each certified as of a recent date by the Secretary
of  State  of  the state of organization of Reorganized Edbro  Missouri  or
Reorganized  Edison, as applicable, (ii) a copy of the Bylaws  of  each  of
Reorganized Edbro Missouri and Reorganized Edison, certified as of a recent
date  by  an  officer of each such entity, (iii) a corporate resolution  of
each  of Reorganized Edbro Missouri and Reorganized Edison authorizing  the
execution  and  delivery by such entity of each of  the  Series  1997  Loan
Documents executed and delivered by such entity, (iv) certificates  of  the
Secretary  of  each  of Reorganized Edbro Missouri and Reorganized  Edison,
dated  as  of  the  date of issuance of the Series 1997 Bonds,  as  to  the
incumbency and signatures of the officers of each such entity executing the
Series  1997  Loan Documents to be executed and delivered by  such  entity,
together with evidence of the incumbency of such Secretary.

      (j)  There shall have been delivered to the Trustee, as-built surveys
of  the Edbro Missouri Facility, dated no earlier than 90 days prior to the
date of issuance of the Series 1997 Bonds, in a form and content acceptable
to the Trustee and the title company issuing a mortgagee policy in favor of
the Issuer and Trustee, as their interests may appear.

     (k)  There shall have been delivered to the Trustee, a title insurance
policy naming the Issuer and Trustee, as their interests may appear, as the
insureds thereunder, issued by a title company acceptable to the Trustee in
an aggregate amount equal to $6,717,000, insuring the validity and priority
of the lien of the Series 1997 Mortgage, subject only to such exceptions as
are   approved  by  the  Trustee  and  containing  such  endorsements   and
affirmative insurance as the Trustee may reasonably require.

     (l)  There shall have been delivered to the Trustee, evidence that the
insurance  policies  provided in the Series 1997  Loan  Agreement  and  the
Series  1997  Mortgage are in full force and effect and that such  policies
include  the  Trustee as an additional named insured party and  loss  payee
thereunder.

      (m)   There  shall have been delivered to the Trustee and the  Issuer
such  other documents, instruments and agreements consistent with the terms
of the Plan as shall be reasonably requested by the Trustee or the Issuer.

                                                       SCHEDULE 3 TO PLAN

                      TERMS OF SERIES 1997 A BONDS


Authorized          $4,000 or any integral multiple of $1.00 in excess
Denominations:       thereof


Interest Rate:      Six and twenty-five one-hundredths percent (6.25%) per
                    annum

Maturity:           June 1, 2002

Interest Payment
Dates:              June 1 and December 1 of each year

Principal
Redemption:    Principal redemption payments in the amount of $60,000  will
               be due and payable on each June 1 commencing on June 1, 1998
               through   maturity  with  a  final  principal   payment   of
               $2,242,000 due on June 1, 2002

Collateral:    Issuer  shall assign to the Trustee, for the benefit of  all
               Series  1997  Bondholders, all of  its  rights  (except  for
               certain  rights  of indemnification of the  Issuer  and  the
               Issuer's  rights  to  the payment of its  reasonable  costs,
               fees,  and  expenses) under the Series 1997 Loan  Documents,
               including,  without  limitation, its  right  to  receipt  of
               payments  made by Reorganized Edbro Missouri on  account  of
               the  Series  1997 Loans and its interest as mortgagee  under
               the Series 1997 Mortgage.  As a result of such assignment to
               the  Trustee,  Series 1997 A Bonds and Series 1997  B  Bonds
               shall  be  equally and ratably secured, pari passu,  by  the
               Series 1997 Loan Documents.

Other Terms:   Such  other  terms  as may be mutually  agreeable  to  Edbro
               Missouri, the Issuer and the Trustee.


                  [THIS PAGE INTENTIONALLY LEFT BLANK]

                                                       SCHEDULE 4 TO PLAN

                      TERMS OF SERIES 1997 B BONDS
Authorized
Denominations:            $4,000 or any integral multiple of $250 in excess
                    thereof

Interest Rate:            Variable  rate equal to seventy-five and  eighty-
                    three  one hundredths percent (75.83%) of the  interest
                    rate  announced  from time to time by  Mercantile  Bank
                    National  Association as its  prime  rate on commercial
                    loans (which interest rate shall fluctuate as and  when
                    said prime rate shall change); subject to conversion to
                    a   Subsequent  Variable Rate   or   Fixed  Rate  ,  as
                    provided below

Maximum Permitted
Rate:                         14% per annum or such higher rate as shall be
               permitted
                              by law

Maturity:           November 1, 2010

Interest Payment
Dates:                    Prior  to conversion of the interest rate on  the
               Series
                                1997 B Bonds to a  Subsequent Variable Rate
                    or   Fixed  Rate   (as such terms are  defined  in  the
                    Series  1997 Bond Indenture), February 1, May 1, August
                    1  and  November 1 of each year; after such conversion,
                    May 1 and November 1 of each year

Principal
Redemption:         Principal redemption payments in the amount of $847,000
                               will be due and payable on November 1,  2006
               and on each
                              November 1 thereafter through maturity

Conversion:         The interest rate mode on the Series 1997 B Bonds may
                               be  converted, at the option of  Reorganized
               Edbro
                               Missouri,  to  a  Subsequent  Variable  Rate
               and/or to a
                               Fixed Rate  as more particularly provided in
               the
                               Series 1997 Bond Indenture.  All Series 1997
               B Bonds
                               shall  be  subject to mandatory  tender  for
               purchase by or
                               on  behalf of Reorganized Edbro Missouri  on
               the date of
                              any such conversion.  All Series 1997 B Bonds
               so
                              tendered shall be remarketed by a remarketing
               agent
                               selected  by Reorganized Edbro Missouri  and
               appointed by
                               the  Issuer, upon written instructions  from
               Reorganized
                               Edbro Missouri (the  Remarketing Agent ), as
               provided  for and in accordance with the terms of the Series
               1997
                              Bond Indenture.

Tender Option
for Mandatory
Purchase of Series
1997 B Bonds:  Prior  to  any conversion of the interest rate mode  on  the
               Series 1997 B Bonds to a Subsequent Variable Rate or a Fixed
               Rate  as  set forth above and so long as Mercantile  is  the
               sole beneficial owner of the Series 1997 B Bonds, Mercantile
               will have the option to tender all of the outstanding Series
               1997  B  Bonds  for mandatory purchase by or  on  behalf  of
               Reorganized Edbro Missouri on January 1, 2000 and,  if  such
               option  has not been previously exercised, on any succeeding
               January  1 until the principal amount of the Series  1997  B
               Bonds has been repaid in full, such option to be exercisable
               upon  90  days'  prior written notice to  Reorganized  Edbro
               Missouri  as  more particularly provided in the Series  1997
               Bond  Indenture.   All Series 1997 B Bonds  so  tendered  by
               Mercantile shall be remarketed by the Remarketing  Agent  as
               provided for and in accordance with the terms of the  Series
               1997  Bond Indenture; provided, however, that the  right  to
               exercise  such  tender option shall not  be  subject  to  or
               conditioned  upon the successful remarketing of  the  Series
               1997  B  Bonds.  The tender option described above shall  be
               for  the  exclusive  benefit  of  Mercantile,  as  the  sole
               beneficial  owner of all of the outstanding  Series  1997  B
               Bonds,  for  as  long as Mercantile is the  sole  beneficial
               owner  of  all of the outstanding Series 1997  B  Bonds  and
               prior  to  any conversion of the interest rate mode  on  the
               Series  1997 B Bonds to a Subsequent Variable Rate or  Fixed
               Rate,  and  shall  not be exercisable by Mercantile  or  any
               other Series 1997 B Bondholder (a) if any of the Series 1997
               B Bonds are held by any Person other than Mercantile, or (b)
               following  any conversion of the interest rate mode  on  the
               Series  1997 B Bonds to a Subsequent Variable Rate or  Fixed
               Rate.

Collateral:          Issuer shall assign to the Trustee, for the benefit of
               all  Series 1997 Bondholders, all of its rights (except  for
               certain  rights  of indemnification of the  Issuer  and  the
               Issuer's  rights  to  the payment of its  reasonable  costs,
               fees,  and  expenses) under the Series 1997 Loan  Documents,
               including,  without limitation, (i) its right to receipt  of
               payments  made by Reorganized Edbro Missouri on  account  of
               the  Series 1997 Loan, (ii) its rights under the Series 1997
               Guaranty  and  (iii)  its interest as  mortgagee  under  the
               Series 1997 Mortgage.  As a result of such assignment to the
               Trustee,  Series 1997 A Bonds and Series 1997 B Bonds  shall
               be  equally  and ratably secured, pari passu, by the  Series
               1997 Loan Documents.

Other Terms:         Such other terms as may be mutually agreeable to Edbro
               Missouri, the Issuer and the Trustee.

                           TABLE OF CONTENTS

                                                                     Page

     ARTICLE I.

DEFINITIONS AND CONSTRUCTION OF TERMS                                 A-1
          1.1.                               Administrative Expense Claim  A-1
          1.2.                           Administrative Reclamation Claim  A-1
          1.3.                                                    Allowed  A-1
          1.4.                                      Amended Edison Bylaws  A-2
          1.5.                Amended Edison Certificate of Incorporation  A-2
          1.6.                                   Authorized Denominations  A-2
          1.7.                                           Avoidance Claims  A-2
          1.8.                                                     Ballot  A-2
          1.9.                                            Bankruptcy Code  A-2
          1.10.                                          Bankruptcy Court  A-2
          1.11.                                          Bankruptcy Rules  A-2
          1.12.                                              Bond Counsel  A-2
          1.13.                                              Business Day  A-2
          1.14.                                                      Cash  A-2
          1.15.                                    Cash Distribution Pool  A-2
          1.16.                                          Causes of Action  A-2
          1.17.                                          Chapter 11 Cases  A-2
          1.18.                                                     Claim  A-2
          1.19.                               Claims Resolution Committee  A-2
          1.20.                                                     Class  A-3
          1.21.                                  Class A Membership Units  A-3
          1.22.                                  Class B Membership Units  A-3
          1.23.                                                Collateral  A-3
          1.24.                                         Commencement Date  A-3
          1.25.                                         Confirmation Date  A-3
          1.26.                                      Confirmation Hearing  A-3
          1.27.                                        Confirmation Order  A-3
          1.28.                                         Convenience Claim  A-3
          1.29.                           Corporate Headquarters Building  A-3
          1.30.                     Corporate Headquarters Building Lease  A-3
          1.31.                  Corporate Headquarters Building Proceeds  A-3
          1.32.                                      Creditors' Committee  A-3
          1.33.                                          D&B Common Stock  A-3
          1.34.                                               D&B Spinoff  A-3
          1.35.                        D&B Spinoff Release Minimum Rights  A-3
          1.36.                D&B Spinoff Release Minimum Purchase Price  A-4
          1.37.                     D&B Spinoff Release Rights Multiplier  A-4
     1.38.                           D&B Spinoff Release Shortfall Amount  A-4
          1.39.                                    D&B Spinoff Settlement  A-4
          1.40.                             D&B Spinoff Settlement Period  A-4
          1.41.                    D&B Spinoff Settlement Expiration Date  A-4
          1.42.                             D&B Spinoff Settlement Notice  A-4
          1.43.                              D&B Spinoff Settlement Offer  A-4
          1.44.                           D&B Spinoff Settlement Proceeds  A-4
          1.45.                                  D&B Spinoff Stockholders  A-4
          1.46.                                                   Debtors  A-4
          1.47.                                     Debtors in Possession  A-4
          1.48.                                          Director Options  A-5
          1.49.                                Director Stock Option Plan  A-5
          1.50.                                          Disbursing Agent  A-5
          1.51.                                      Disclosure Statement  A-5
          1.52.                                                  Disputed  A-5
          1.53.                                     Disputed Claim Amount  A-5
          1.54.                                      EBS Building, L.L.C.  A-5
          1.55.                        EBS Building LLC Members Agreement  A-5
          1.56.                                    EBS Litigation, L.L.C.  A-5
          1.57.                      EBS Litigation LLC Members Agreement  A-5
          1.58.                                        EBS Pension, L.L.C  A-5
          1.59.                         EBS Pension LLC Members Agreement  A-5
          1.60.                                            Edbro Missouri  A-5
          1.61.                                   Edbro Missouri Facility  A-5
          1.62.                                                    Edison  A-5
          1.63.                                    Edison Equity Interest  A-5
          1.64.                                            Effective Date  A-6
          1.65.                                      Employment Contracts  A-6
          1.66.                                          Equity Committee  A-6
          1.67.                                           Equity Interest  A-6
          1.68.                                               Final Order  A-6
          1.69.                                            Funding Escrow  A-6
          1.70.                                     Funding Escrow Assets  A-6
          1.71.                                      Funding Escrow Agent  A-6
          1.72.                                  Funding Escrow Agreement  A-6
          1.73.                                  Funding Escrow Mortgages  A-6
          1.74.                                 Funding Escrow Properties  A-6
          1.75.                                   General Unsecured Claim  A-6
          1.76.                                 Initial Distribution Date  A-7
          1.77.                                             Insured Claim  A-7
          1.78.                                                    Issuer  A-7
          1.79.                                                      Lien  A-7
          1.80.                                        LLC Funding Amount  A-7
          1.81.                                        Management Options  A-7
          1.82.                                   Membership Certificates  A-7
          1.83.                                                Mercantile  A-7
          1.84.                                          New Common Stock  A-7
          1.85.                        New Common Stock Distribution Pool  A-7
          1.86.                                                 New Notes  A-7
          1.87.                             New Notes Distribution Amount  A-7
          1.88.                                      New Notes Indentures  A-7
          1.89.                                       Original Bondholder  A-7
          1.90.                                            Original Bonds  A-7
          1.91.                                      Other Priority Claim  A-7
          1.92.                                       Other Secured Claim  A-7
          1.93.                                              Pension Plan  A-7
          1.94.                                 Pension Plan Payment Date  A-7
          1.95.                                     Pension Plan Proceeds  A-8
          1.96.                                                      Plan  A-8
          1.97.                                           Plan Supplement  A-8
          1.98.                                        Priority Tax Claim  A-8
          1.99.                                            Pro Rata Share  A-8
          1.100.                                                  Quarter  A-8
          1.101.                                              Record Date  A-8
          1.102.                            Registration Rights Agreement  A-8
          1.103.                         Released D&B Spinoff Stockholder  A-8
          1.104.                                        Remarketing Agent  A-8
          1.105.                                      Reorganized Debtors  A-8
          1.106.                               Reorganized Edbro Missouri  A-8
          1.107.                                       Reorganized Edison  A-8
          1.108.                                 Reorganized Subsidiaries  A-8
          1.109.                                                  Reserve  A-8
          1.110.                                         Restricted Stock  A-8
          1.111.                              Restricted Stock Agreements  A-9
          1.112.                                Resolved Avoidance Claims  A-9
          1.113.                       Resolved Avoidance Claims Proceeds  A-9
          1.114.                                                   Rights  A-9
          1.115.                                             Rights Agent  A-9
          1.116.                           Rights Aggregate Consideration  A-9
          1.117.                             Rights Exercise Instructions  A-9
          1.118.                                   Rights Exercise Notice  A-9
          1.119.                                   Rights Exercise Period  A-9
          1.120.                                    Rights Exercise Price  A-9
          1.121.                                 Rights Exercise Proceeds  A-9
          1.122.                                   Rights Expiration Date  A-9
          1.123.                                                Schedules  A-9
          1.124.                                            Secured Claim  A-9
          1.125.                     Secured Series 1977 Bondholder Claim  A-9
          1.126.                     Secured Series 1985 Bondholder Claim  A-9
          1.127.                                        Secured Tax Claim  A-9
          1.128.                               Series 1977 Bond Documents  A-10
          1.129.                               Series 1977 Bond Ordinance  A-10
          1.130.                             Series 1977 Bondholder Claim  A-10
          1.131.                                  Series 1977 Bondholders  A-10
          1.132.                                        Series 1977 Bonds  A-10
          1.133.                                     Series 1977 Guaranty  A-10
          1.134.                              Series 1977 Lease Agreement  A-10
          1.135.                               Series 1985 Bank Agreement  A-10
          1.136.                               Series 1985 Bond Documents  A-10
          1.137.                               Series 1985 Bond Indenture  A-10
          1.138.                             Series 1985 Bondholder Claim  A-10
          1.139.                                  Series 1985 Bondholders  A-10
          1.140.                                        Series 1985 Bonds  A-10
          1.141.                                     Series 1985 Guaranty  A-10
          1.142.                              Series 1985 Lease Agreement  A-10
          1.143.                                Series 1997 A Bondholders  A-10
          1.144.                                Series 1997 B Bondholders  A-11
          1.145.                                      Series 1997 A Bonds  A-11
          1.146.                                      Series 1997 B Bonds  A-11
          1.147.                               Series 1997 Bond Indenture  A-11
          1.148.                                  Series 1997 Bondholders  A-11
          1.149.                                        Series 1997 Bonds  A-11
          1.150.                         Series 1997 Collateral Documents  A-11
          1.151.                                     Series 1997 Guaranty  A-11
          1.152.                                         Series 1997 Loan  A-11
          1.153.                               Series 1997 Loan Agreement  A-11
          1.154.                               Series 1997 Loan Documents  A-11
          1.155.                                          Series 1997  Note
          A-11
          1.156.                         Series 1997 Refunding Conditions  A-11
          1.157.                                        Stock Option Plan  A-11
          1.158.                             Subsequent Distribution Date  A-11
          1.159.                                               Subsidiary  A-11
          1.160.                               Subsidiary Equity Interest  A-11
          1.161.                                    Surplus Distributions  A-11
          1.162.                                               Tort Claim  A-11
          1.163.                                                  Trustee  A-12
          1.164.                              Unresolved Avoidance Claims  A-12
          1.165.                                          Unsecured Claim  A-12
          1.166.                                                 Warrants  A-12
          1.167.                                Warrant Distribution Pool  A-12

     ARTICLE II.

TREATMENT OF ADMINISTRATIVE
EXPENSE CLAIMS AND PRIORITY TAX CLAIMS                               A-12
          2.1.                              Administrative Expense Claims  A-12
          2.2.         Professional Compensation and Reimbursement Claims  A-12
          2.3.                                        Priority Tax Claims  A-12

     ARTICLE III.

CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS                        A-13

     ARTICLE IV.

TREATMENT OF CLAIMS AND EQUITY INTERESTS                             A-13
          4.1.                           CLASS 1 -- OTHER PRIORITY CLAIMS  A-13
          4.2.           CLASS 2 -- SECURED SERIES 1977 BONDHOLDER CLAIMS  A-13
          4.3.           CLASS 3 -- SECURED SERIES 1985 BONDHOLDER CLAIMS  A-14
          4.4.                              CLASS 4 -- SECURED TAX CLAIMS  A-14
          4.5.                            CLASS 5 -- OTHER SECURED CLAIMS  A-15
          4.6.                              CLASS 6 -- CONVENIENCE CLAIMS  A-15
          4.7.                        CLASS 7 -- GENERAL UNSECURED CLAIMS  A-15
          4.8.                         CLASS 8 -- EDISON EQUITY INTERESTS  A-15

     ARTICLE V.

ESTABLISHMENT OF LIMITED LIABILITY
COMPANIES AND FUNDING ESCROW; PENSION PLAN                           A-16
  5.1.EBS Litigation, L.L.C., EBS Pension, L.L.C. and EBS Building, L.L.C. A-16
  5.2.                                             Funding Escrow  A-17
  5.3.                                               Pension Plan  A-18

     ARTICLE VI.

PROVISIONS REGARDING VOTING AND DISTRIBUTIONS
UNDER THE PLAN AND TREATMENT OF DISPUTED,
CONTINGENT AND UNLIQUIDATED ADMINISTRATIVE
EXPENSE CLAIMS, CLAIMS AND EQUITY INTERESTS                          A-18
    6.1.                      Voting of Claims and Equity Interests  A-18
    6.2.                                 Nonconsensual Confirmation  A-18
    6.3.                     Method of Distributions Under the Plan  A-18
    6.4.                                   General Unsecured Claims  A-19
    6.5.Objections to and Resolution of Administrative Expense Claims,
        Claims and Equity Interests                                  A-21
    6.6.Distributions Relating to Allowed Insured Claims             A-21
    6.7.Cancellation and Surrender of Existing Securities and Agreements  A-22
    6.8.Registration of New Common Stock                             A-22
    6.9.Listing of New Common Stock, New Notes and Warrants          A-22
    6.10.Full Recovery for Holders of Allowed General Unsecured Claims    A-22

     ARTICLE VII.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES                             A-22
 7.1.Assumption or Rejection of Executory Contracts and Unexpired Leases  A-22
 7.2.                                                   Releases  A-23
 7.3.                                Indemnification Obligations  A-24
 7.4.                          Compensation and Benefit Programs  A-24
 7.5.                                           Retiree Benefits  A-24

     ARTICLE VIII.

CONSOLIDATION OF EDISON AND THE SUBSIDIARIES                         A-24
          8.1.                                  Substantive Consolidation  A-24
          8.2.                               Merger of Corporate Entities  A-24

     ARTICLE IX.

PROVISIONS REGARDING CORPORATE GOVERNANCE
AND MANAGEMENT OF THE REORGANIZED DEBTORS                            A-25
          9.1.                                                    General  A-25
          9.2.                Meetings of Reorganized Edison Stockholders  A-25
          9.3.              Directors and Officers of Reorganized Debtors  A-25
          9.4.   Amended Bylaws and Amended Certificates of Incorporation  A-25
          9.5.                                 Issuance of New Securities  A-25
          9.6.                                          Stock Option Plan  A-26
          9.7.                                 Director Stock Option Plan  A-26
          9.8.                                Restricted Stock Agreements  A-26
          9.9.                                       Employment Contracts  A-26
          9.10.                             Retention/Performance Bonuses  A-26

     ARTICLE X.

IMPLEMENTATION AND EFFECT OF CONFIRMATION OF PLAN                    A-27
          10.1.                         Procedures for Exercise of Rights  A-27
          10.2.                          The D&B Spinoff Settlement Offer  A-28
          10.3.                    Term of Bankruptcy Injunction or Stays  A-29
          10.4.                                       Revesting of Assets  A-29
          10.5.                                          Causes of Action  A-29
          10.6.                                      Discharge of Debtors  A-29
          10.7.                                                Injunction  A-29

     ARTICLE XI.

EFFECTIVENESS OF THE PLAN                                            A-30
          11.1.                     Conditions Precedent to Effectiveness  A-30
          11.2.                           Effect of Failure of Conditions  A-30
          11.3.                                      Waiver of Conditions  A-30

     ARTICLE XII.

RETENTION OF JURISDICTION                                            A-31

     ARTICLE XIII.

MISCELLANEOUS PROVISIONS                                             A-32
          13.1.           Effectuating Documents and Further Transactions  A-32
          13.2.                                          Corporate Action  A-32
          13.3.                             Exemption from Transfer Taxes  A-32
          13.4.            Injunction Regarding Worthless Stock Deduction  A-32
          13.5.                                               Exculpation  A-32
          13.6.                                 Termination of Committees  A-32
          13.7.                               Claims Resolution Committee  A-33
          13.8.                  Post-Confirmation Date Fees and Expenses  A-33
          13.9.                                 Payment of Statutory Fees  A-33
          13.10.                    Amendment or Modification of the Plan  A-33
          13.11.                                             Severability  A-34
          13.12.                     Revocation or Withdrawal of the Plan  A-34
          13.13.                                           Binding Effect  A-34
          13.14.                                                  Notices  A-34
          13.15.                                            Governing Law  A-35
          13.16.                   Withholding and Reporting Requirements  A-35
          13.17.                                          Plan Supplement  A-35
          13.18.Allocation of Plan Distributions Between Principal and 
                Interest                                                   A-35
          13.19.                                                 Headings  A-35
          13.20.                                       Exhibits/Schedules  A-35
          13.21.                           Filing of Additional Documents  A-36

                    INDEX OF SCHEDULES AND EXHIBITS


Exhibit A       Summary of Terms of Corporate Headquarters Building Lease

Exhibit B                                   Summary of Terms of New Notes

Exhibit C                                    Summary of Terms of Warrants

Schedule 1                                  Issuance of Series 1997 Bonds

Schedule 2                               Series 1997 Refunding Conditions

Schedule 3                                   Terms of Series 1997 A Bonds

Schedule 4                                   Terms of Series 1997 B Bonds


                  [THIS PAGE INTENTIONALLY LEFT BLANK]

                                                       COMPOSITE

                     UNITED STATES BANKRUPTCY COURT
                          DISTRICT OF DELAWARE

--------------------------------------------------------------------X
                                 :
In re                                :    CHAPTER 11
                                 :
EDISON  BROTHERS  STORES, INC., et al.,            :     Case  No.  95-1354
(PJW)
                                 :
               Debtors.          :    JOINTLY ADMINISTERED
                                 :
             DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION
          UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED



                                       WEIL, GOTSHAL & MANGES LLP
                                       Attorneys for the Debtors
                                       767 Fifth Avenue
                                       New York, New York 10153
                                       (212) 310-8000
                                       
                                                 and
                                       
                                       YOUNG, CONAWAY, STARGATT & TAYLOR
                                       Attorneys for the Debtors
                                       1110 N. Market St.
                                       P. O. Box 391
                                       Rodney Square North, 11th Floor
                                       Wilmington, Delaware 19801
                                       (302) 571-6600
                                       

Dated:   Wilmington, Delaware
           June 30, 1997, September 8, 1997 (Modification)

                  [THIS PAGE INTENTIONALLY LEFT BLANK]