SOUTHERN CALIFORNIA EDISON COMPANY

                     EXECUTIVE SUPPLEMENTAL BENEFIT PROGRAM

                           As Amended January 30, 1990


This Executive Supplemental Benefit Program ("Program") was originally effective
March 15, 1978, and as thereafter amended consists of several parts or plans,
each paid for by the Company: Part (A) "Survivor Income Continuation", Part (B)
"Supplemental Survivor Income", Part (C) "Supplemental Survivor
Income/Retirement Income", and Part (D) "Supplemental Long-Term Disability".

Eligible members (hereinafter referred to as "Participants") are automatically
provided coverage under the "Survivor Income Continuation" and the "Supplemental
Long-Term Disability" parts of the Program. The "Supplemental Survivor Income"
and the "Supplemental Survivor Income/Retirement Income" parts are in the
alternative and an employee who becomes eligible to participate may irrevocably
elect coverage under one or the other, but not both. It is the intention of the
Company to continue these plans indefinitely, but they are subject to
cancellation or amendment as may be required by law or as deemed appropriate by
the Board of Directors except with respect to rights which have matured by
reason of death, disability, or retirement of a Participant.

Individual eligibility and participation in these plans are subject to the terms
and conditions set forth below and are only available to those employees who are
in salary grade 13 or above who are members of the executive payroll of the
Company and whose participation in the plans has been approved by the Chairman
of the Board and Chief Executive Officer, or such other employees as may be
designated as eligible to participate by the Chairman of the Board and Chief
Executive Officer. An employee shall be deemed to be in a salary grade as of the
date he or she commences accruing salary in such salary grade. No benefits will
be paid with respect to any employee who terminates his or her employment with
the Company prior to retirement. Further, an employee shall be removed from
participation in the Program if, for any reason other than death, disability, or
retirement, he or she ceases to be in salary grade 13 or above.

                                     Part A.
                        Survivor Income Continuation Plan

1. The basic Survivor Income Continuation benefit for Participants prior to
retirement shall be an annual amount equal to 63% of the Participant's total
compensation, including final annual base salary and any Executive Incentive
Compensation Awards. For purposes of the Executive Supplemental Benefit Program,
the dollar amount of any Executive Incentive Compensation Awards shall be
determined by applying the average percentage awards received in the three (3)
highest years out of the last five (5) years (except for periods of less than
three (3) years, in which case the highest percentage award received will be


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used). This percentage will then be applied to the Participant's final annual
base salary to arrive at a dollar amount which will be added to the
Participant's final annual base salary. This total dollar amount, rounded to the
next highest thousand dollars, will be the Participant's "Total Compensation"
for purposes of the Executive Supplemental Benefit Program.

Survivor Income Continuation payments shall continue for ten (10) years
following the Participant's death unless a shorter alternate payout method is
elected. Payments shall be made in equal monthly installments commencing with
the first day of the month following the month of death, or as soon thereafter
as practicable, and such payments shall be made to the Participant's then living
spouse or other designated beneficiary, if any. If, under this Survivor Income
Continuation Plan, a Participant or beneficiary dies under circumstances in
which benefits are payable but there is no beneficiary designation, or all other
beneficiaries predeceased such Participant or designated beneficiary, the
commuted value of any remaining payments shall be made to the estate of whomever
was last receiving benefit payments, as a single lump sum.

As an alternative form of payment to the ten year payout described above, the
Participant's surviving spouse or other designated beneficiary may elect to have
the basic benefit payments made (i) over a five (5) year period, or (ii) as a
single lump sum payable at the time of the Participant's death.

In determining the basic benefit of 63% of total compensation payable for 10
years, the Company has initially assumed a 10% nominal interest rate and a 50%
marginal federal income tax rate. The basic benefit percentage of 63% (or 31.5%
in the case of retired participants as described below) may be increased or
decreased at the sole discretion of the Company because of changes in the
interest rate assumption or in the tax rate assumption. However, any such
changes in the basic benefit percentage will be made by the Company so that the
after-tax dollar amount payable to the survivor(s) under this Part A will, as
much as possible, approximate the after-tax dollar benefits which would have
been paid under the prior plan before the Plan Amendment is made on December 20,
1984.

In the event either of the alternative payout methods are chosen, the total
payments will be adjusted to an equivalent dollar amount of the basic ten year
payout benefit (which recognizes the shorter payout period so elected), using
the interest rate assumption set forth above, in effect at the time of the
Participant's death.

2. For those employees who retire and are participating in this Part A, the
basic post-retirement Survivor Income Continuation benefit shall be an amount
equal to 31.5% of the employee's total compensation, including final annual base
salary and any Executive Incentive Compensation Award (determined pursuant to
Section 1 hereof) and shall become payable upon the death of the Participant.
Any such post-retirement payments shall be made over 10 years unless a 5 year or
lump-sum payout is elected, as described in Section 1, above.

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3. In addition to the basic benefit described in Section 1 above, a death
benefit may also be available (in addition to any other benefits) if death
occurs prior to retirement under circumstances which qualify as "accidental
death" as defined in any master accidental death and dismemberment insurance
policy which may be maintained by the Company. This accidental death benefit
will be in an amount equal to a basic benefit coverage of two times the sum of
the Participant's annual base salary, plus any awards under the Executive
Incentive Compensation Plan, determined according to Section 1 hereof.

                                     Part B.
                        Supplemental Survivor Income Plan

1.  Eligibility

Participation in this Part shall be available to employees who (i) are in salary
grade 13 or above, whose participation has been approved by the Chairman of the
Board and Chief Executive Officer, (ii) execute, on a form provided pursuant
hereto within the prescribed time limit, an election to be covered hereunder,
and (iii) have never elected to participate in Part C., the Supplemental
Survivor Income/Retirement Income Plan. An employee shall be deemed to be in the
above class as of the date he or she commences accruing salary in the applicable
grade. An eligible employee who is in salary grade 13 or above shall become a
Participant if he or she has elected coverage within fifteen days of the
effective date of his or her eligibility. Beneficiary designations shall be made
on a form provided pursuant hereto and may be modified at any time unless the
designation is specified as irrevocable, in which case, no subsequent
beneficiary designation shall be valid.

2.  Preretirement Benefit

Upon the death prior to retirement of a Participant, an annuity shall be payable
as follows:

(a) If the designated beneficiary is the surviving spouse of the Participant (or
a spouse at the time of beneficiary designation, but not at death), the amount
of this benefit will be a lifetime monthly annuity payment. The monthly amount
of this benefit will be equal to one twelfth (1/12) of 25% of the sum of the
Participant's annual base salary at the time of death plus the amount of any
Executive Incentive Compensation awards (determined according to Section 1 of
Part A hereof). This monthly benefit shall be paid in equal monthly installments
commencing on the first of the month next following the date of death, or as
soon thereafter as practicable. Such payments will be for a minimum of ten years
and, should the surviving spouse die less than ten years after the Participant,
any remaining benefits will be payable to the successor beneficiary designated
by the Participant or, if there be none, to the spouse's designated beneficiary
in the same manner as the payments had been made to the spouse for the remainder
of any such ten year period. If the surviving spouse (or designated former
spouse) is more than three years younger than the Participant, the lifetime
monthly annuity benefit shall be calculated as follows: (i) the present value of
the benefit payable shall be calculated as if such spouse were three years
younger than the Participant; (ii) such present value shall be converted to a
monthly benefit amount based on the actuarial life expectancy of the actual
surviving spouse (or surviving designated former spouse) and shall be determined
using (i) the interest rate assumption determined pursuant to Section 1 of Part
A hereof, and (ii) 1983 Group Annuity Mortality table.

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(b) If the Participant designates a beneficiary or beneficiaries other than his
or her spouse (or a former spouse eligible for benefits under the preceding
paragraph) such beneficiary or beneficiaries will receive a monthly benefit to
be determined as follows. The amount of this monthly benefit will be equal to
one-twelfth (1/12) of 25% of the sum of the Participant's annual base salary at
the time of death plus the amount of any Executive Incentive Compensation awards
(determined according to Section 1 of Part A hereof). This monthly benefit shall
be paid in equal monthly installments commencing on the first of the month next
following the date of death, or as soon thereafter as practicable. Such payments
shall continue for a period equal to the assumed life expectancy of a spouse
three years younger than the Participant at the time of the Participant's death,
using the 1983 Group Annuity Mortality table. This benefit shall be payable for
a minimum of ten years, and should a beneficiary die less than ten years after
the death of the Participant, any unpaid benefits remaining for this ten-year
period shall be payable to the successor beneficiary designated by the
Participant or, if there be none, to whomever his or her beneficiary designates.

(c) If, under this Supplemental Survivor Income Plan, a Participant or
beneficiary dies under circumstances in which benefits are payable but there is
no beneficiary designation, or all other beneficiaries predeceased such
Participant or designated beneficiary, the commuted value of any remaining
payments shall be made to the estate of whomever was last receiving benefit
payments as a single lump sum using that rate of interest determined according
to Section 1 of Part A hereof.

3.  Post-retirement Benefit

Upon the death after retirement of a Participant, his or her beneficiary shall
be paid a monthly benefit in an amount equal to one-twelfth (1/12) of 25% of the
sum of the Participant's annual base salary (immediately prior to retirement)
plus the amount of any Executive Incentive Compensation Awards (determined
according to Section 1 of Part A hereof). This monthly benefit shall be paid in
equal monthly installments commencing on the first of the month next following
the date of death, or as soon thereafter as practicable. This benefit will be
payable for ten years only and, should the designated beneficiary (or subsequent
beneficiary) die prior to the expiration of such ten year period, any remaining
payments will be continued, until exhausted, to the successor beneficiary
designated by the Participant or, if there be none, to whomever the beneficiary
designates.

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If, under this Supplemental Survivor Income Plan, a Participant or designated
beneficiary dies under circumstances in which benefits are payable but there is
no beneficiary designation, or all other beneficiaries have predeceased such
Participant or beneficiary, the commuted value of any remaining payments shall
be paid to the estate of whomever was last receiving benefit payments, as a
single lump sum calculated using the interest rate determined under Section 1 of
Part A.

                                     Part C.
               Supplemental Survivor Income/Retirement Income Plan

1.  Eligibility

Participation in this part shall be available to employees who (i) are in salary
grade 13 or above, whose participation has been approved by the Chairman of the
Board and Chief Executive Officer, (ii) execute, on a form provided pursuant
hereto within the prescribed time limit, an election to be covered hereunder,
and (iii) have never elected to participate in Part B., the Supplemental
Survivor Income Plan. An Eligible Employee shall be deemed to be in the above
class as of the date he or she commences accruing salary in the applicable
class. An Eligible Employee who is in salary grade 13 or above shall become a
Participant if he or she has elected coverage within fifteen days of the
effective date of his or her eligibility. Beneficiary designations shall be made
on a form provided pursuant hereto and may be modified at any time unless the
designation is specified as irrevocable, in which case, no subsequent
beneficiary designation shall be valid.

2.  Preretirement Benefit

Upon the death, prior to retirement of a Participant, an annuity shall be
payable as follows:

(a) If the designated beneficiary is the surviving spouse of the Participant (or
a spouse at the time of beneficiary designation, but not at death), the amount
of this benefit will be a lifetime monthly annuity payment. The monthly amount
of this benefit will be equal to one-twelfth (1/12) of 25% of the sum of the
Participant's annual base salary at the time of death plus the amount of any
Executive Incentive Compensation Awards (determined according to Section 1 of
Part A hereof). This monthly benefit shall be paid in equal monthly installments
commencing on the first of the month next following the date of death, or as
soon thereafter as practicable. Such payments will be for a minimum of ten years
and, should the surviving spouse die less than ten years after the Participant,
any remaining unpaid benefits will be payable to the successor beneficiary
designated by the Participant or, if there be none, to the spouse's designated
beneficiary in the same manner as the payments had been made to the spouse for
the remainder of such ten-year period. If the surviving spouse (or designated
former spouse) is more than three years younger than the Participant, the
lifetime monthly benefit shall be calculated as follows: (i) the present value
of the benefit payable shall be calculated as if such spouse were three years


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younger than the Participant; (ii) such present value shall be converted to a
monthly benefit amount based on the actuarial life expectancy of the actual
surviving spouse (or surviving designated former spouse) and shall be determined
using (i) the interest rate assumption determined pursuant to Section 1 of Part
A hereof, and (ii) the 1983 Group Annuity Mortality table.

(b) If the Participant designates a beneficiary or beneficiaries other than his
or her spouse (or a former spouse eligible for benefits under the preceding
paragraph) such beneficiary or beneficiaries will receive a monthly benefit to
be determined as follows. The amount of this monthly benefit will be equal to
one-twelfth (1/12) of 25% of the sum of the Participant's annual base salary at
the time of death plus the amount of any Executive Incentive Compensation Awards
(determined according to Section 1 of Part A hereof). This monthly benefit shall
be paid in equal monthly installments commencing on the first of the month next
following the date of death, or as soon thereafter as practicable. Such payments
shall continue for a period equal to the assumed life expectancy of a spouse
three years younger than the Participant at the time of the Participant's death
using the 1983 Group Annuity Mortality table. This benefit shall be payable for
a minimum of ten years, and should a beneficiary die less than ten years after
the death of a Participant, any unpaid benefits remaining for this ten year
period shall be payable to the successor beneficiary designated by the
Participant or, if there be none, to whomever his or her beneficiary designates.
If, under this Supplemental Survivor Income/Retirement Income Plan, a
Participant or beneficiary dies under circumstances in which benefits are
payable but there is no beneficiary designation, or all other beneficiaries
predeceased such Participant or designated beneficiary, the commuted value of
any remaining payments shall be made to the estate of whomever was last
receiving benefit payments, as a single lump sum using that rate of interest
determined according to Section 1 of Part A hereof.

3.  Post-retirement Benefit

Upon the death, after retirement, of a Participant, his or her beneficiary shall
be paid a monthly benefit in an amount equal to one-twelfth (1/12) of 25% of the
sum of the Participant's final annual base salary (immediately prior to
retirement) plus the amount of any Executive Incentive Compensation Awards
(determined according to Section 1 of Part A hereof). This monthly benefit shall
be paid in equal monthly installments commencing on the first of the month next
following the date of death, or as soon thereafter as practicable.

This benefit will be payable for ten years only and, should the designated
beneficiary (or subsequent beneficiary) die prior to the expiration of such ten
year period, any remaining payments will be continued, until exhausted, to the
successor beneficiary designated by the Participant or, if there be none, to
whomever his or her beneficiary designates.

If, under this Supplemental Survivor Income/Retirement Income Plan, a
Participant or designated beneficiary dies under circumstances in which benefits
are payable but there is no beneficiary designation, or all other beneficiaries


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predeceased such Participant or designated beneficiary, the commuted value of
any remaining payments shall be made to the estate of whomever was last
receiving benefit payments, as a single lump sum calculated using the interest
rate determined under Section 1 of Part A.

4.  Supplemental Retirement Income Benefit

(a) At least 15 days prior to retirement, a Participant may apply for a
supplemental retirement annuity in lieu of the benefit which otherwise would be
made available to a beneficiary under Section 3 of this Part C. Such application
shall be in writing, directed to the Chairman of the Board and Chief Executive
Officer, or, in the case of the Chairman of the Board and Chief Executive
Officer, directed to the Chairman of the Compensation Committee of the Board of
Directors, and shall include a statement of the reasons for such application.

(b) Upon approval of the application by the Chairman of the Board Chief
Executive Officer, or the Board of Directors if the application is by the
Chairman of the Board and Chief Executive Officer, the Participant, if he or she
retires at or after age 61, shall receive a supplemental retirement annuity in a
monthly amount equal to one-twelfth (1/12) of 10% of the sum of the retired
Participant's final annual base salary plus the amount of any Executive
Incentive Compensation Awards (determined according to Section 1 of Part A,
hereof), payable monthly for ten years only, to the Participant or his or her
designated beneficiary (or subsequent beneficiary) should he or she die prior to
the exhaustion of benefits available under this option.

(c) Effective for eligible Participants retiring on or after September 1, 1983,
if the Participant's application for this optional benefit is approved and he or
she retires prior to age 61 but not earlier than age 60, the benefit described
under (b) shall be reduced by an amount equal to one-quarter of one percent
(1/4%) for each month between his or her early retirement date and the first day
of the month nearest his or her 61st birthday. For each month retirement
precedes age 60, the Participant's benefit amount shall be reduced an additional
one-third of one percent (1/3%). However, no such reduction shall be applied if
he or she elects to defer the commencement of the annuity to age 61 or later.

(d) Any Participant in this Supplemental Survivor Income/Retirement Income Plan
may at any time irrevocably waive the right to apply for the supplemental
retirement annuity benefit under this Section 4 of this Part C.

(e) If, under this Supplemental Survivor Income/Retirement Income Plan, a
Participant or beneficiary dies under circumstances in which benefits are
payable but there is no beneficiary designation, or all other beneficiaries have
predeceased such Participant or beneficiary(ies), the commuted value of any
remaining payments shall be made to the estate of whomever was last receiving
benefit payments, as a single lump sum. This lump sum shall be determined using
the interest rate calculated pursuant to Section 1 of Part A, hereof.


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                                     Part D.
                     Supplemental Long-Term Disability Plan

1. To qualify for benefits under this Part D., a Participant must be (i)
eligible for and (ii) must qualify to receive monthly disability benefits under
the Company's Long-Term Disability Plan for Management Employees.

Eligibility for benefits under this Part D. will be determined according to the
eligibility standards and requirements set forth in the Company's Long-Term
Disability Plan for Management Employees.

2. The monthly income benefit payable under this Part D. to an eligible and
qualified participant shall be an amount equal to one-twelfth (1/12) of 60% of
the amount of any Executive Incentive Compensation Awards. For purposes of this
Part D., the dollar amount of any Executive Incentive Compensation Awards shall
be determined by applying the average percentage awards received in the three
(3) highest years out of the last five years (except for periods of less than
three (3) years, in which case the highest percentage award received will be
used). This percentage will then be applied to the Participant's final annual
base salary (before his or her disability) to arrive at a dollar amount of any
Executive Incentive Compensation Awards to which the 60% factor will be applied.
This monthly disability benefit will be calculated as of the first of the month
in which the total disability began.

3. Payment of benefits shall commence at the same time, or as soon thereafter as
practicable, as monthly income benefit payments begin under the Company's
Long-Term Disability Plan for Management Employees.

4. Payment of benefits under this Part D. shall continue until such time as
monthly benefits end under the Company's Long-Term Disability Plan for
Management Employees.

5. To the fullest extent possible, the Company intends to administer this Part
D. according to the provisions of its Long-Term Disability Plan for Management
Employees.

                                     Part E.
                                 Administration

1. The Executive Supplemental Benefit Program described herein (comprised of
Parts A, B, C and D) shall be administered by the Company, under the direction
of the Vice President, Human Resources, or such other individuals as may be
authorized by him to perform such duties. Such administration shall include the
power to interpret the various Parts of the Program, and make such equitable
adjustments as may be necessary to effectuate the purposes thereof.

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2. The payments to be made by the Company pursuant hereto require the
Participant, for so long as the Participant remains in the active employ of the
Company, to devote substantially all of his or her time, skill, diligence and
attention to the business of the Company, and not to actively engage, either
directly or indirectly, in any business or other activity adverse to the best
interests of the business of the Company.

3. In the event that the employment of the Participant by the Company is
terminated for any reason other than death, disability, or retirement, any
benefits under this Program shall thereupon terminate, and the Company shall
have no further obligation hereunder. Nothing contained herein shall be
construed to be a contract of employment for any term of years, nor as
conferring upon the Participant the right to continue in the employ of the
Company as a Management employee or in any other capacity. This Program relates
exclusively to Executive Supplemental Benefits and is not intended to be an
employment contract.

4. All payments hereunder shall be paid in cash from the general funds of the
Company, and no special or separate fund shall be established and no other
segregation of assets shall be made to assure the payment of any benefits
hereunder. Nothing contained in this Program, and no action taken pursuant to
any of its provisions, shall create or be construed to create a trust of any
kind, or a fiduciary relationship, between the Company and the Participant, a
designated beneficiary, or any other beneficiaries of the Participant, or any
other person. Payments to the Participant or the Participant's survivor or other
designated beneficiary(ies) or any other beneficiary hereunder shall be made
from assets which shall continue, for all purposes, to be a part of the general
assets of the Company, and no person shall have by virtue of the provisions of
this Program, any interest in such assets. To the extent that any person
acquires a right to receive payments from the Company under the provisions
hereof, such right shall be no greater than the right of any unsecured general
creditor of the Company.

5. In the event that, in its discretion, the Company purchases an insurance
policy or policies insuring the life of the Participant to allow the Company to
recover, in whole, or in part, the cost of providing the benefits hereunder,
neither the Participant, the survivor or other designated beneficiary(ies), nor
any other beneficiary shall have any rights whatsoever therein; the Company
shall be the sole owner and beneficiary thereof and shall possess and may
exercise all incidents of ownership therein.

6. Benefits under this Program shall be binding upon and inure to the benefit of
the heirs, legal representatives, successors and assigns of the parties.
Notwithstanding the foregoing, the right to receive payment hereunder is hereby
expressly declared to be personal, nonassignable and nontransferrable, except by
will, intestacy, or as otherwise required by law, and in the event of any
attempted assignment, alienation or transfer of such rights contrary to the
provisions hereof, the Company shall have no further liability for payments
hereunder.

7. Subject to Section 8 of Part E, the Company shall make all determinations as
to rights to benefits under this Program. Any decision by the Company denying a

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claim by the Employee or his or her beneficiary for benefits under this Plan
shall be stated in writing and delivered or mailed to the Participant or such
beneficiary hereof. Such notice shall set forth the specific reasons for the
denial, written in a manner that may be understood without legal or actuarial
counsel. In addition, the Company shall afford a reasonable opportunity to the
Participant or such beneficiary for a full and fair review of the decision
denying such claim.

8. The Board (either directly or through its designees) will have power and
authority to interpret, construe, and administer this Program; provided that,
the Board's authority to interpret this Program shall not cause the Board's
decisions in this regard to be entitled to a deferential standard of review in
the event that a Participant or beneficiary seeks review of the Board's decision
as described below. In addition, the Board shall have the power to prospectively
modify or terminate this Program, provided that any such modification or
termination does not result in the elimination of any rights that the
Participant or beneficiary may have under this Program. Absent the consent of
the Participant, however, the Board shall in no event have any authority to
modify this section.

No member of the Board, nor its designee, shall be liable to any person for any
action taken or omitted in connection with the interpretation and administration
of this Program.

In the event of an amendment or termination of any Part of this Program, the
benefits payable on account of a retired or deceased Participant shall not be
impaired, and the benefits of other Participants shall not be less than the
benefits to which each such Participant would have been entitled immediately
prior to such amendment or termination of any Part (or Parts) of the Program.

Because it is agreed that time will be of the essence in determining whether any
payments are due to Participant or his or her beneficiary under this Program, a
Participant or beneficiary may, if he or she desires, submit any claim for
payment under this Program to arbitration. This right to select arbitration
shall be solely that of the Participant or beneficiary and the Participant or
beneficiary may decide whether or not to arbitrate in his or her discretion. The
"right to select arbitration" is not mandatory on the Participant or
beneficiary, and the Participant or beneficiary may choose in lieu thereof to
bring an action in an appropriate civil court. Once an arbitration is commenced,
however, it may not be discontinued without the mutual consent of both parties
to the arbitration. During the lifetime of the Participant only he or she can
use the arbitration procedure set forth in this section.

Any claim for arbitration may be submitted as follows: if Participant or
beneficiary has submitted a request to be paid under this Program and the claim
is finally denied by the Company in whole or in part, such claim may be filed in
writing with an arbitrator of Participant's or beneficiary's choice who is
selected by the method described in the next three sentences. The first step of
the selection shall consist of the Participant or beneficiary submitting a list
of five potential arbitrators to the Company. Each of the five arbitrators must

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be either (1) a member of the National Academy of Arbitrators located in the
State of California or (2) a retired California Superior Court or Appellate
Court judge. Within one week after receipt of the list, the Company shall select
one of the five arbitrators as the arbitrator for the dispute in question. If
the Company fails to select an arbitrator within one week after receipt of the
list, the Participant or beneficiary shall then designate one of the five
arbitrators for the dispute in question.

The arbitration hearing shall be held within seven days (or as soon thereafter
as possible) after the picking of the arbitrator. No continuance of said hearing
shall be allowed without the mutual consent of Participant or beneficiary and
the Company. Absence from or nonparticipation at the hearing by either party
shall not prevent the issuance of an award. Hearing procedures which will
expedite the hearing may be ordered at the arbitrator's discretion, and the
arbitrator may close the hearing in his or her sole discretion when he or she
decides he or she has heard sufficient evidence to satisfy issuance of an award.

The arbitrator's award shall be rendered as expeditiously as possible and in no
event later than one week after the close of the hearing.

In the event the arbitrator finds that the Company has breached this Program, he
or she shall order the Company to pay to Participant or beneficiary within two
business days after the decision is rendered the amount then due the Participant
or beneficiary, plus, notwithstanding anything to the contrary in this Program,
an additional amount equal to 20% of the amount actually in dispute. This
additional amount shall constitute an additional benefit under this Program. The
award of the arbitrator shall be final and binding upon the parties.

The award may be enforced in any appropriate court as soon as possible after its
rendition. The Company will be considered the prevailing party in a dispute if
the arbitrator determines (1) that the Company has not breached this Program and
(2) the claim by Participant or his or her beneficiary was not made in good
faith. Otherwise, the Participant or his or her beneficiary will be considered
the prevailing party. In the event that the Company is the prevailing party, the
fee of the arbitrator and all necessary expenses of the hearing (excluding any
attorneys' fees incurred by the Company) including stenographic reporter, if
employed, shall be paid by the losing party. In the event that the Participant
or his or her beneficiary is the prevailing party, the fee of the arbitrator and
all necessary expenses of the hearing (including all attorneys' fees incurred by
Participant or his or her beneficiary in pursuing his or her claim), including
the fees of a stenographic reporter if employed, shall be paid by the Company.

9. If any person entitled to payments under this Program is, in the opinion of
the Board or its designee, incapacitated and unable to use such payments in his
or her own best interest, the Board or its designee may direct that payments (or
any portion thereof) be made to that person's legal guardian or conservator, or
that person's spouse, as an alternative to payment to the person unable to use

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the payments. The Board or its designee shall have no obligation to supervise
the use of such payments, and court-appointed guardianship or conservatorship
may be required.

10. Upon written application made to the Board or to its designee, Participant
or his or her designated beneficiary or beneficiaries may request payment in
some form other than the method of payment originally elected. Such request must
establish to the Board's satisfaction that special circumstances, such as
financial hardship, exist which require such a variation in payment. The Board,
or its designee, shall exercise sole discretion in allowing or refusing such
requests, and the decision of the Board or its designee on such requests shall
be final.