EXHIBIT 10.3



                              Edison International

                       Director Deferred Compensation Plan






                                   As Restated
                            Effective January 1, 1998

                      Contingent Upon Shareholder Approval
                of the Equity Compensation Plan on April 16, 1998












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                              EDISON INTERNATIONAL

                       DIRECTOR DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS



Section            Title                                                  Page
-------            -----                                                  ----
ARTICLE 1         DEFINITIONS                                              1
ARTICLE 2         PARTICIPATION                                            4
       2.1        Participant Election                                     4
       2.2        Annual Deferral                                          4
       2.3        Continuation of Participation                            4

ARTICLE 3         DIRECTOR DEFERRALS                                       4
       3.1        Participation Election                                   4
       3.2        Minimum Annual Deferral                                  5
       3.3        Maximum Annual Deferral                                  5
       3.4        Deferred Stock Units                                     5
       3.5        Vesting                                                  5

ARTICLE 4         DEFERRAL ACCOUNTS                                        5
       4.1        Deferral Accounts                                        5
       4.2        Timing of Credits                                        5

ARTICLE 5         RETIREMENT BENEFITS                                      6
       5.1        Amount                                                   6
       5.2        Form of Retirement Benefits                              7
       5.3        Commencement of Benefits                                 7
       5.4        Small Benefit Exception                                  7

ARTICLE 6         TERMINATION BENEFITS                                     7
       6.1        Amount                                                   7
       6.2        Form of Termination Benefits                             8

ARTICLE 7         SURVIVOR BENEFITS                                        8
       7.1        Pre-Retirement Survivor Benefit                          8
       7.2        Post-Retirement Survivor Benefit                         8
       7.3        Post-Termination Survivor Benefit                        9
       7.4        Changing Form of Benefit                                 9
       7.5        Small Benefit Exception                                  9

ARTICLE 8         CHANGE OF CONTROL                                        9



<PAGE>



                          EDISON INTERNATIONAL

                   DIRECTOR DEFERRED COMPENSATION PLAN

                            TABLE OF CONTENTS



Section                 Title                                              Page
-------                 -----                                              ----
ARTICLE 9         SCHEDULED AND UNSCHEDULED WITHDRAWALS                    9
       9.1        Scheduled Withdrawals                                    9
       9.2        Unscheduled Withdrawals                                  10

ARTICLE 10        CONDITIONS RELATED TO BENEFITS
       10.1       Nonassignability                                         11
       10.2       Financial Hardship Distribution                          11
       10.3       No Right to Assets                                       11
       10.4       Protective Provisions                                    11
       10.5       Withholding                                              11

ARTICLE 11        PLAN ADMINISTRATION                                      12

ARTICLE 12        BENEFICIARY DESIGNATION                                  12

ARTICLE 13        AMENDMENT OR TERMINATION OF PLAN                         13
       13.1       Amendment of Plan                                        13
       13.2       Termination of Plan                                      13
       13.3       Amendment or Termination After Change of Control         13
       13.4       Exercise of Power to Amend or Terminate                  13
       13.5       Constructive Receipt Termination                         13

ARTICLE 14        CLAIMS AND REVIEW PROCEDURES                             14
       14.1       Claims Procedure                                         14
       14.2       Review Procedure                                         14
       14.3       Dispute Arbitration                                      14

ARTICLE 15        MISCELLANEOUS                                            16
       15.1       Successors                                               16
       15.2       Trust                                                    16
       15.3       Service Not Guaranteed                                   16
       15.4       Gender, Singular and Plural                              16
       15.5       Captions                                                 16
       15.6       Validity                                                 16
       15.7       Waiver of Breach                                         17
       15.8       Applicable Law                                           17
       15.9       Notice                                                   17


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                              EDISON INTERNATIONAL

                       DIRECTOR DEFERRED COMPENSATION PLAN


                       Restated Effective January 1, 1998


                                    PREAMBLE

Edison International  Director Deferred Compensation Plan benefits are available
to Eligible Directors of Edison International and its participating  affiliates.
Amounts of compensation deferred by Participants pursuant to this Plan accrue as
liabilities of the participating Affiliate at the time of the deferral under the
terms and conditions set forth herein. By electing to defer  compensation  under
the Plan, Participants consent to Edison International  sponsorship of the Plan,
but  acknowledge  that Edison  International  is not a guarantor  of the benefit
obligations of other participating  Affiliates.  Each participating Affiliate is
responsible  for payment of the accrued  benefits under the Plan with respect to
its own Eligible Directors subject to the terms and conditions set forth herein.


                                    ARTICLE 1
                                   DEFINITIONS


Capitalized terms in the text of the Plan are defined as follows:

Administrator  means the Compensation and Executive  Personnel  Committee of the
Board of Directors of the Company.

Affiliate  means Edison  International  or any  corporation  or entity which (i)
along with Edison International, is a component member of a "controlled group of
corporations"  within the  meaning of Section  414(b) of the Code,  and (ii) has
approved the participation of its directors in the Plan.

Annual Deferral means the amount of Compensation which the Participant elects to
defer for a Plan Year pursuant to Articles 2 and 3 of the Plan.

Beneficiary  means  the  person  or  persons  or  entity  designated  as such in
accordance with Article 12 of the Plan.

Board means the Board of Directors of Edison International.

Change of Control means either:  (i) the  dissolution  or  liquidation of Edison
International or a Company;  (ii) a  reorganization,  merger or consolidation of
Edison  International or a Company with one or more  corporations as a result of
which Edison

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International or a Company is not the surviving  corporation;  (iii) approval by
the  stockholders  of  Edison  International  or a Company  of any sale,  lease,
exchange  or other  transfer  (in one or a  series  of  transactions)  of all or
substantially  all of the  assets of Edison  International  or a  Company;  (iv)
approval by the stockholders of Edison  International or a Company of any merger
or consolidation of Edison  International or a Company,  in which the holders of
voting stock of Edison  International or a Company immediately before the merger
or  consolidation  will not own 50% or more of the outstanding  voting shares of
the  continuing  or  surviving  corporation  immediately  after  the  merger  or
consolidation;  or (v) a  change  of at least  51%  (rounded  to the next  whole
person) in the membership of the Board of Directors of Edison International or a
Company within a 24-month period, unless the election or nomination for election
by  stockholders of each new director within the period was approved by the vote
of at least 85% (rounded to the next whole person) of the  directors  then still
in office who were in office at the beginning of the  twenty-four-month  period,
except  that  any   replacement   of  directors  who  are  employees  of  Edison
International  or a Company,  with other employees of Edison  International or a
Company,  will be  disregarded  and not be  considered  a change in  membership.
Notwithstanding the foregoing, any reorganization,  merger or consolidation of a
Company with Edison International or another Company will be disregarded and not
be considered a Change of Control.

Code means the Internal Revenue Code of 1986, as amended.

Company means the Affiliate the Participant serves as a director.

Compensation  means the sum of the all retainers and meeting fees which would be
paid  to a  Participant  as an  Eligible  Director  for  the  Plan  Year  before
reductions for deferrals under the Plan.

Crediting  Rate means the rate at which interest will be credited to Participant
Deferral Accounts.  The rate will be determined  annually in advance of the Plan
Year and will be equal to 120  percent of the Index Rate.  Edison  International
reserves the right to prospectively change the Crediting Rate or formula.

Deferral Account means the notional account comprised of Compensation  deferrals
and  Deferred  Stock  Units  established  for  record  keeping  purposes  for  a
Participant pursuant to Article 5 of the Plan.

Deferral  Period means the Plan Year covered by a valid  Participation  Election
previously  submitted  by a  Participant,  or in the  case of a  newly  eligible
Participant,   the  balance  of  the  Plan  Year   following  the  date  of  the
Participation Election.

Deferred  Stock  Unit  means a  bookkeeping  entry  linked  to  shares of Edison
International  Common Stock on a one-for-one basis.  Deferred Stock Units may be
credited  to a  Participant's  account as a result of an award  under the Equity
Compensation Plan or Dividend Equivalents on such an award.




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Dividend  Equivalent means an amount equal to the dividend declared by the Board
on one share of Edison International common stock for any calendar quarter.

Eligible  Director  means a  non-employee  director of an Affiliate who (i) is a
U.S.  director or an expatriate  who is based and paid in the U.S.,  and (ii) is
designated by the Company as eligible to participate in the Plan (subject to the
restrictions in Article 8 and Section 10.2 of the Plan).

Financial  Hardship  means an unexpected  and  unforeseen  financial  disruption
arising from an illness, casualty loss, sudden financial reversal, or other such
unforeseeable  occurrence as determined  by the  Administrator  or its designee.
Needs  arising  from  foreseeable  events such as the purchase of a residence or
education  expenses  for children  will not,  alone,  be  considered a Financial
Hardship.

Index Rate means the  120-month  average  rate of 10-year  U.S.  Treasury  Notes
determined for any Plan Year as of October 15th of the prior year.

Participant  means an Eligible  Director who has elected to participate  and has
completed a  Participation  Election  pursuant to Section 2.1 of the Plan or has
received an award of Deferred Stock Units under the Edison  International Equity
Compensation Plan which has been credited under this Plan.

Participation  Election  means  the  Participant's  written  election  to  defer
Compensation   under  the  Plan   submitted  on  the  form   prescribed  by  the
Administrator for that purpose.

Plan means the Edison International Director Deferred Compensation Plan.

Plan Year means the calendar year.

Retirement  means a separation from service after attaining age 55 with at least
5 years of service.

Scheduled  Withdrawal  means a  distribution  of all or a portion  of the entire
amount  of  Annual  Deferrals  and  earnings   credited  to  the   Participant's
Compensation  Deferral  Account as elected by the  Participant  pursuant  to the
provisions of Article 9 of the Plan.

Termination for Cause means the  Termination of Service of the Participant  upon
willful  failure by the Participant to  substantially  perform his or her duties
for the Company or the willful  engaging by the  Participant in conduct which is
injurious to the Company, monetarily or otherwise.

Termination  of Service  means the  voluntary  or  involuntary  cessation of the
Participant's service as a member of the Board of Directors of a Company for any
reason other than Retirement or death. Termination of Service will not be deemed
to have occurred for purposes of this Plan if the Participant continues to serve
on the



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Board of Directors of another participating Affiliate, or commences such service
within 30 days.

Unscheduled  Withdrawal  means a distribution  of all or a portion of the entire
amount  of  Annual  Deferrals  and  earnings   credited  to  the   Participant's
Compensation  Deferral  Account as requested by the Participant  pursuant to the
provisions of Article 9 of the Plan.

Valuation Date means the last day of the month in which  Termination of Service,
Retirement  or  death  occurs,  or the day  before  a  Scheduled  Withdrawal  or
Unscheduled Withdrawal occurs.


                                    ARTICLE 2
                                  PARTICIPATION


2.1      Commencement

(a) An Eligible  Director will become a Participant in the Plan on the first day
of the month  coincident with or next following the date the director becomes an
Eligible  Director,   provided  the  Eligible  Director  has  submitted  to  the
Administrator a Participation  Election prior to that date. Except for directors
who become newly eligible during the Plan Year, the Participation  Election must
be submitted to the Administrator during the enrollment period designated by the
Administrator which will always be prior to the commencement of the Plan Year.

(b) An  Eligible  Director  will  also  become a  Participant  upon any award of
Deferred  Stock Units made under the Edison  International  Equity  Compensation
Plan and credited to this Plan.

2.2      Annual Deferral

Subject to the  restrictions in Article 3, the Eligible  Director will designate
his or her  Annual  Deferral  for the  covered  Plan  Year on the  Participation
Election.

2.3      Continuation of Participation

Participation  will continue as long as the Participant  has a Deferral  Account
balance under the Plan.

                                    ARTICLE 3
                               DIRECTOR DEFERRALS

3.1      Participation Election

Eligible  Directors  may  elect to make an  Annual  Deferral  under  the Plan by
submitting a Participation Election during the applicable enrollment period. The
Participation  Election will designate the percentage of Compensation,  in whole
percentage



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increments,  that the  Participant  wishes to defer pursuant to the terms of the
Plan. Once made, a Participation  Election will continue to apply for subsequent
Deferral  Periods unless the Participant  submits a new  Participation  Election
form during a subsequent  enrollment  period  changing  the  deferral  amount or
revoking the existing election.  A Participation  Election may be revoked by the
Participant  upon 30 days written  notice to the  Administrator;  however,  such
Participant will be ineligible to make an Annual Deferral under the Plan for the
following Plan Year.

3.2      Minimum Annual Deferral

The  minimum  Annual  Deferral  for a Plan  Year  is  10%  of the  Participant's
Compensation.

3.3      Maximum Annual Deferral

The  maximum  Annual  Deferral  for a Plan  Year is  100%  of the  Participant's
Compensation.

3.4      Deferred Stock Units

The Company will credit the  Participant's  account with any Deferred Stock Unit
award approved by the Board pursuant to the Equity Compensation Plan.

3.5      Vesting

Amounts  deferred  under this  Article 3 and any  earnings  thereon will be 100%
vested at all times.


                                    ARTICLE 4
                                DEFERRAL ACCOUNTS


4.1      Deferral Accounts

Solely for record keeping  purposes,  the  Administrator  will maintain Deferral
Accounts for  Compensation  and Deferred Stock Units for each  Participant  with
such  subaccounts  as the  Administrator  or its record keeper find necessary or
convenient in the administration of the Plan.

4.2      Timing of Credits

(a) Annual Deferrals.  The Administrator will credit the Annual Deferrals to the
Participant's  Compensation  Deferral  Account  at the time such  amounts  would
otherwise have been paid to the Participant but for the Participation Election.

(b) Deferred Stock Units. The Administrator  will credit Deferred Stock Units to
the Participant's  Deferred Stock Unit Deferral Account as of the effective date
of any award of Deferred Stock Units under the Equity Compensation Plan.





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(c)    Earnings Crediting Dates.

         (i)  The  Administrator  will credit  interest at the Crediting Rate to
              the Participant's  Compensation Deferral Account on a daily basis,
              compounded annually.

         (ii) The  Administrator  will  credit a  Dividend  Equivalent  for each
              Deferred Stock Unit credited to the  Participant's  Deferred Stock
              Unit  Deferral  Account on the Edison  International  common stock
              ex-dividend  date each quarter.  Dividend  Equivalents so credited
              will be converted  into  additional  Deferred Stock Units based on
              the closing  price of Edison  International  Common  Stock on that
              date  as  reported  in the  Western  Edition  of the  Wall  Street
              Journal.  Fractional Dividend Equivalents and Deferred Stock Units
              will be credited.

(d) Statement of Accounts.  The Administrator will periodically  provide to each
Participant  a  statement  setting  forth the  balance of the  Deferral  Account
maintained for the Participant.


                                    ARTICLE 5
                               RETIREMENT BENEFITS


5.1      Amount

(a)  Deferred  Compensation.  Upon  Retirement,  the  Company  will  pay  to the
Participant a retirement  benefit in the form provided in Section 5.2(a),  based
on the balance of the Compensation Deferral Account as of the Valuation Date. If
paid as a lump sum, the  retirement  benefit  will be equal to the  Compensation
Deferral Account balance. If paid in installments, the installments will be paid
in amounts that will amortize the  Compensation  Deferral  Account  balance with
interest  credited at the Crediting Rate over the period of time benefits are to
be paid. For purposes of calculating  installments,  the  Compensation  Deferral
Account  will be  valued  as of  December  31  each  year,  and  the  subsequent
installments  will be adjusted for the next Plan Year  according  to  procedures
established by the Administrator to reflect changes in the Crediting Rate.

(b)  Deferred  Stock  Units.  Upon  Retirement,  the  Company  will  pay  to the
Participant a retirement  benefit in the form provided in Section 5.2(b),  based
on the balance of the Deferred  Stock Unit Deferral  Account as of the Valuation
Date.  If paid as a lump  sum,  the  retirement  benefit  will be  equal  to the
Deferred  Stock Unit Deferral  Account  balance.  If paid in  installments,  the
installments  will be paid in amounts that will amortize the Deferred Stock Unit
Deferral Account balance with Dividend  Equivalents  credited over the period of
time  benefits are to be paid.  For purposes of  calculating  installments,  the
Deferred Stock Unit Deferral Account will be valued as of December 31 each year,
and  the  subsequent  installments  will be  adjusted  for the  next  Plan  Year
according to procedures  established by the Administrator to reflect any changes
in the Dividend Equivalent crediting rate.




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5.2      Form of Retirement Benefits

(a)  Compensation  Deferrals.  The  Participant  may elect on the  Participation
Election  form to have  the  retirement  benefit  attributable  to  Compensation
deferrals paid in cash:

         (i)    In a lump sum,

         (ii) In  installments  paid  monthly  over a period of 60,  120, or 180
months, or

         (iii)  In a  lump  sum  of a  portion  of  the  Deferral  Account  upon
                Retirement with the balance in installments  paid monthly over a
                period of 60, 120, or 180 months.

If no valid election is made, the Administrator  will pay the retirement benefit
in  installments  over a 180 month period.  Participants  may change the form of
payout by written election filed with the Administrator; provided, however, that
if the  Participant  files the election less than 13 months prior to the date of
Retirement,  the  payout  election  in  effect  13  months  prior to the date of
Retirement will govern.

(b)  Deferred  Stock  Units.  The balance in the  Deferred  Stock Unit  Deferral
Account  will be paid in cash in a lump  sum.  At  least  six  months  prior  to
retirement,  the  Participant may request  distribution in monthly  installments
over 5, 10, or 15 years subject to approval of the Board.

5.3      Commencement of Benefits

Payments will commence within 60 days after the date the Participant retires, or
attains age 55, whichever is later.

5.4      Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion:

(a) pay the benefits in a single lump sum if the sum of all benefits  payable to
the Participant is less than or equal to $3,500.00, or

(b) reduce the number of installments elected by the Participant to 120 or 60 if
necessary to produce a monthly benefit of at least $300.00.


                                    ARTICLE 6
                              TERMINATION BENEFITS


6.1      Amount

No later than 60 days following a Termination of Service, the Administrator will
pay to the  Participant a termination  benefit as of the Valuation Date equal to
(i) the balance of the Compensation  Deferral  Account,  and (ii) the balance of
the Deferred Stock Unit Deferral Account.




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6.2      Form of Termination Benefits

(a) The  Administrator  will pay the Compensation  Deferral Account  termination
benefits in a single lump sum cash payment unless the Participant has previously
elected payment to be made in three annual installments. Installments paid under
this  Section  6.2(a)  will  include  interest  at the  Index  Rate  and will be
redetermined annually to reflect adjustments in that rate.

(b) The  Administrator  will  pay  the  Deferred  Stock  Unit  Deferral  Account
termination benefit in a single lump sum cash payment.

(c) Notwithstanding  the foregoing,  any Termination for Cause will result in an
single lump sum cash payment.


                                    ARTICLE 7
                                SURVIVOR BENEFITS


7.1      Pre-Retirement Survivor Benefit

If the Participant  dies while actively  serving on the board of directors of an
Affiliate,  the Administrator will pay a pre-retirement  survivor benefit to the
Participant's  Beneficiary.  With respect to the Compensation  Deferral Account,
the Administrator  will pay a lump sum in cash or commence monthly  installments
in accordance  with the  Participant's  prior election  within 60 days after the
Participant's   death.  The  payment(s)  will  be  based  on  the  Participant's
Compensation  Deferral  Account  balance  as of  the  Valuation  Date;  provided
however,  that if the Participant's  death occurs within ten years of (i) his or
her initial  Plan  participation  date,  or (ii)  January 1, 1995,  whichever is
later,   then  the   Beneficiary's   payment(s)  will  be  based  on  twice  the
Participant's  Compensation  Deferral  Account balance as of the Valuation Date.
With respect to Deferred Stock Units, the  Administrator  will pay a lump sum in
cash  based on the  Deferred  Stock  Unit  Deferral  Account  balance  as of the
Valuation Date within 60 days after the  Participant's  death.  No doubling will
apply to the Deferred Stock Unit Deferral Account.

7.2      Post-Retirement Survivor Benefit

If  the  Participant  dies  after  Retirement,  the  Administrator  will  pay  a
post-retirement  survivor benefit to the Participant's  Beneficiary in an amount
equal to the remaining benefits payable to the Participant from the Compensation
Deferral  Account  under the Plan over the same period the  benefits  would have
been paid to the  Participant;  provided  however,  if the  Participant's  death
occurs  within ten years of (i) his or her initial Plan  participation  date, or
(ii) January 1, 1995,  whichever is later, then the Beneficiary's  death benefit
will be based on twice the Participant's  Compensation  Deferral Account balance
as of the Valuation Date. In the event the Deferred Stock Unit Deferral  Account
Balance has not yet been paid to the Participant,  the Administrator  will pay a
lump sum in cash as of the Valuation Date within 60 days after



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the  Participant's  death.  No doubling  will apply to the  Deferred  Stock Unit
Deferral Account.

7.3  Post-Termination Survivor Benefit

It the  Participant  dies  following  Termination  of Service,  but prior to the
payment  of all  benefits  under  the  Plan,  the  Beneficiary  will be paid the
remaining balance in the Participant's Deferral Account in a lump sum. No double
benefit will apply.

7.4      Changing Form of Benefit

Beneficiaries may petition the  Administrator  once, and only after the death of
the  Participant,   for  a  change  in  the  form  of  survivor  Benefits.   The
Administrator may, in its sole and absolute discretion,  choose to grant or deny
such a petition.

7.5      Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion:

(a) pay the benefits in a single lump sum if the sum of all benefits  payable to
the Beneficiary is less than or equal to $3,500.00, or

(b) reduce the number of installments elected by the Participant to 120 or 60 if
necessary to produce a monthly benefit of at least $300.00.


                                    ARTICLE 8
                                CHANGE OF CONTROL


Within two years after a Change of Control,  any  Participant  or Beneficiary in
the  case  of an  Edison  International  Change  of  Control,  or  the  affected
Participants or  Beneficiaries  in the case of a Company Change of Control,  may
elect to receive a  distribution  of the  balance of the  Compensation  Deferral
Account. There will be a penalty deducted from the Compensation Deferral Account
prior to  distribution  pursuant  to this  Article  8 equal  to 5% of the  total
balance of the  Compensation  Deferral  Account  (instead  of the 10%  reduction
otherwise  provided  for  in  Section  9.2).  If a  Participant  elects  such  a
withdrawal, any on-going Annual Deferral will cease, and the Participant may not
again be designated as an Eligible Employee until one entire Plan Year following
the Plan Year in which the withdrawal was made has elapsed.


                                    ARTICLE 9
                      SCHEDULED AND UNSCHEDULED WITHDRAWALS


9.1      Scheduled Withdrawals

(a) Election.  When making a Participation  Election, a Participant may elect to
receive a distribution of a specific dollar amount or a percentage of the Annual
Deferral that will be made in the following Plan Year at a specified year in the
future when the Participant



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will still be an active director. Such an election must be made on an In-Service
Distribution  Election Form and submitted  concurrently  with the  Participation
Election.  The election of a Scheduled  Withdrawal will only apply to the Annual
Deferral and related earnings for that Deferral  Period,  but not to previous or
subsequent  Annual Deferrals or related  earnings.  Elections under this Section
will be superseded by benefit  payments due to the  Retirement,  Termination  of
Service or death of the Participant.

(b)  Timing  and  Form of  Withdrawal.  The  year  specified  for the  Scheduled
Withdrawal  may not be sooner than the second Plan Year  following the Plan Year
in  which  the  deferral  occurs.  The  Participant  will  receive  a  lump  sum
distribution of the amount elected on January 1st of the Plan Year specified.

(c) Remaining  Compensation  Deferral  Account.  The  remainder,  if any, of the
Participant's  Compensation Deferral Account will continue in effect and will be
distributed in the future according to the terms of the Plan.

(d) Deferred  Stock Units.  No Scheduled  Withdrawal of Deferred  Stock Units is
permitted.

9.2  Unscheduled Withdrawals

(a) Election.  A Participant (or Beneficiary if the Participant is deceased) may
request in writing to the  Administrator  an Unscheduled  Withdrawal of all or a
portion of the entire vested amount credited to the  Participant's  Compensation
Deferral  Account,  including  earnings,  which will be paid within 30 days in a
single lump sum; provided,  however, that (i) the minimum withdrawal will be 25%
of the Compensation  Deferral Account balance,  (ii) an election to withdraw 75%
or more of the balance  will be deemed to be an election to withdraw  the entire
balance, and (iii) such an election may be made only once in a Plan Year.

(b) Withdrawal  Penalty.  There will be a penalty deducted from the Compensation
Deferral  Account  prior  to an  Unscheduled  Withdrawal  equal  to  10%  of the
Unscheduled Withdrawal. If a Participant elects such a withdrawal,  any on-going
Annual  Deferral will cease,  and the Participant may not again be designated as
an Eligible Director until one entire Plan Year following the Plan Year in which
the withdrawal was made has elapsed.

(c) Small Benefit Exception. Notwithstanding any of the foregoing, if the sum of
all benefits  payable to the  Participant or  Beneficiary  who has requested the
Unscheduled  Withdrawal  is less than or equal to $3,500.00,  the  Administrator
may, in its sole discretion,  elect to pay out the entire Compensation  Deferral
Account (reduced by the 10% penalty) in a single lump sum.

(d) Deferred Stock Units.  No Unscheduled  Withdrawal of Deferred Stock Units is
permitted.





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<PAGE>





                                   ARTICLE 10
                         CONDITIONS RELATED TO BENEFITS


10.1     Nonassignability

The  benefits   provided  under  the  Plan  may  not  be  alienated,   assigned,
transferred,  pledged or hypothecated by or to any person or entity, at any time
or any  manner  whatsoever.  These  benefits  will be exempt  from the claims of
creditors of any  Participant or other  claimants and from all orders,  decrees,
levies,  garnishment or executions against any Participant to the fullest extent
allowed  by  law.  Notwithstanding  the  foregoing,  the  benefit  payable  to a
Participant may be assigned in full or in part, pursuant to a domestic relations
order of a court of competent jurisdiction.

10.2     Financial Hardship Distribution

A participant may submit a hardship distribution request to the Administrator in
writing setting forth the reasons for the request.  The Administrator  will have
the sole  authority  to approve or deny such  requests.  Upon a finding that the
Participant  or  the  Beneficiary  has  suffered  a  Financial   Hardship,   the
Administrator  may in its  discretion,  permit  the  Participant  to  cease  any
on-going  deferrals and accelerate  distributions  of benefits under the Plan in
the amount  reasonably  necessary  to alleviate  the  Financial  Hardship.  If a
distribution  is to be made to a Participant  on account of Financial  Hardship,
the Participant may not make deferrals under the Plan until one entire Plan Year
following the Plan Year in which a distribution  based on Financial Hardship was
made has elapsed.

10.3     No Right To Assets

The  benefits  paid  under the Plan will be paid from the  general  funds of the
Company,  and the Participant and any Beneficiary will be no more than unsecured
general creditors of the Company with no special or prior right to any assets of
the Company for payment of any obligations hereunder.  The Participant will have
no claim to benefits from any other Affiliate.

10.4     Protective Provisions

The Participant will cooperate with the  Administrator by furnishing any and all
information  requested by the Administrator,  in order to facilitate the payment
of benefits  hereunder,  taking such physical  examinations as the Administrator
may deem  necessary  and  signing  such  consents to insure or taking such other
actions as may be requested by the Administrator.  If the Participant refuses to
cooperate, the Administrator and the Employer will have no further obligation to
the Participant under the Plan.

10.5     Withholding

The Participant or the Beneficiary will make appropriate  arrangements  with the
Administrator  for  satisfaction  of any  federal,  state  or local  income  tax
withholding  requirements and Social Security or other director tax requirements
applicable to the



                                       11
<PAGE>




payment of  benefits  under the Plan.  If no other  arrangements  are made,  the
Administrator  may provide,  at its  discretion,  for such  withholding  and tax
payments as may be required.


                                   ARTICLE 11
                               PLAN ADMINISTRATION


The Administrator will administer the Plan and interpret, construe and apply its
provisions in accordance with its terms and will provide direction and oversight
as necessary to  management,  staff,  or  contractors  to whom  day-to-day  Plan
operations may be delegated.  The Administrator will establish,  adopt or revise
such  rules  and  regulations  as it may deem  necessary  or  advisable  for the
administration of the Plan. All decisions of the Administrator will be final and
binding.


                                   ARTICLE 12
                             BENEFICIARY DESIGNATION


The  Participant  will have the right,  at any time,  to designate any person or
persons as Beneficiary  (both primary and  contingent) to whom payment under the
Plan  will be made in the  event of the  Participant's  death.  The  Beneficiary
designation   will  be  effective  when  it  is  submitted  in  writing  to  the
Administrator  during the  Participant's  lifetime on a form  prescribed  by the
Administrator.

The  submission  of  a  new  Beneficiary   designation  will  cancel  all  prior
Beneficiary  designations.  Any  finalized  divorce or marriage of a Participant
subsequent  to  the  date  of  a  Beneficiary   designation   will  revoke  such
designation,  unless  in the  case  of  divorce  the  previous  spouse  was  not
designated as Beneficiary,  and unless in the case of marriage the Participant's
new  spouse has  previously  been  designated  as  Beneficiary.  The spouse of a
married  Participant must consent in writing to any designation of a Beneficiary
other than the spouse.

If a Participant  fails to designate a Beneficiary as provided  above, or if the
Beneficiary  designation is revoked by marriage,  divorce,  or otherwise without
execution of a new  designation,  or if every person  designated as  Beneficiary
predeceases  the  Participant  or dies  prior to  complete  distribution  of the
Participant's  benefits,  then the Administrator will direct the distribution of
the  benefits  to  the  Participant's   estate.  If  a  Beneficiary  dies  after
commencement  of  payments  to  the  Beneficiary,  a lump  sum of any  remaining
payments will be paid to that person's Beneficiary,  if one has been designated,
or to the Beneficiary's estate.






                                       12
<PAGE>





                                   ARTICLE 13
                        AMENDMENT OR TERMINATION OF PLAN


13.1     Amendment of Plan

Subject to the terms of Section 13.3, Edison International may at any time amend
the Plan in whole or in part, provided, however, that the amendment (i) will not
decrease the balance of the  Participant's  Deferral  Account at the time of the
amendment  and (ii) will not  retroactively  decrease the  applicable  Crediting
Rates of the Plan prior to the time of the amendment.  Edison  International may
amend  the  Crediting  Rates  of the  Plan  prospectively,  in  which  case  the
Administrator  will notify the Participant of the amendment in writing within 30
days after the amendment.

13.2     Termination of Plan

Subject  to the terms of  Section  13.3,  Edison  International  may at any time
terminate the Plan. If Edison International terminates the Plan, the date of the
termination  will be  treated  as the date of  Termination  of  Service  for the
purpose of  calculating  Plan  benefits,  and the  benefits the  Participant  is
entitled to receive under the Plan will be paid to the Participant in a lump sum
within 60 days.

13.3     Amendment or Termination After Change of Control

Notwithstanding the foregoing,  Edison International will not amend or terminate
the Plan without the prior written consent of affected Participants for a period
of two  calendar  years  following a Change of Control  and will not  thereafter
amend or terminate  the Plan in any manner  which  affects any  Participant  (or
Beneficiary  of a  deceased  Participant)  who  commences  receiving  payment of
benefits  under the Plan prior to the end of the  two-year  period  following  a
Change of Control.

13.4     Exercise of Power to Amend or Terminate

Edison  International's power to amend or terminate the Plan will be exercisable
by the Board.

13.5     Constructive Receipt Termination

Notwithstanding  anything  to the  contrary  in  this  Plan,  in the  event  the
Administrator  determines  that  amounts  deferred  under  the  Plan  have  been
constructively  received by  Participants  and must be  recognized as income for
federal income tax purposes,  the Plan will terminate and distributions  will be
made to Participants in accordance with the provisions of Section 13.2 or as may
be determined by the Administrator. The determination of the Administrator under
this Section 13.5 will be binding and conclusive.





                                       13
<PAGE>





                                   ARTICLE 14
                          CLAIMS AND REVIEW PROCEDURES


14.1     Claims Procedure

The Administrator will notify a Participant in writing, within 90 days after his
or  her  written  application  for  benefits,  of  his  or  her  eligibility  or
noneligibility for benefits under the Plan. If the Administrator determines that
a Participant is not eligible for benefits or full benefits, the notice will set
forth (1) the specific reasons for the denial,  (2) a specific  reference to the
provisions of the Plan on which the denial is based,  (3) a  description  of any
additional  information or material necessary for the claimant to perfect his or
her claim, and a description of why it is needed,  and (4) an explanation of the
Plan's claims review procedure and other appropriate information as to the steps
to be  taken  if the  Participant  wishes  to have the  claim  reviewed.  If the
Administrator   determines  that  there  are  special  circumstances   requiring
additional  time  to  make  a  decision,   the  Administrator  will  notify  the
Participant  of the  special  circumstances  and the date by which a decision is
expected  to be made,  and may  extend the time for up to an  additional  90-day
period.

14.2     Review Procedure

If a  Participant  is  determined  by the  Administrator  not to be eligible for
benefits,  or if the Participant  believes that he or she is entitled to greater
or different  benefits,  the  Participant  will have the opportunity to have the
claim  reviewed by the  Administrator  by filing a petition  for review with the
Administrator  within  60  days  after  receipt  of  the  notice  issued  by the
Administrator.   Said  petition  will  state  the  specific  reasons  which  the
Participant  believes  entitle him or her to benefits or to greater or different
benefits. Within 60 days after receipt by the Administrator of the petition, the
Administrator  will afford the Participant (and counsel,  if any) an opportunity
to present his or her position to the  Administrator  orally or in writing,  and
the  Participant  (or  counsel)  will  have the right to  review  the  pertinent
documents.  The  Administrator  will notify the  Participant  of its decision in
writing  within  the  60-day  period,  stating  specifically  the  basis  of its
decision, written in a manner calculated to be understood by the Participant and
the specific  provisions of the Plan on which the decision is based. If, because
of the need for a hearing, the 60-day period is not sufficient, the decision may
be  deferred  for  up  to  another   60-day   period  at  the  election  of  the
Administrator,  but notice of this deferral will be given to the Participant. In
the event of the death of the Participant, the same procedures will apply to the
Participant's Beneficiaries.

14.3     Dispute Arbitration

Notwithstanding the foregoing, and 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 the Plan,  a  Participant  or  Beneficiary  may, if he or she
desires, submit any claim for payment under the Plan to arbitration.  This right
to select  arbitration will 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



                                       14
<PAGE>




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 a  Participant  or
Beneficiary  has  submitted a request to be paid under the Plan and the claim is
finally denied by the  Administrator in whole or in part, the claim may be filed
in writing with an arbitrator of the  Participant's or Beneficiary's  choice who
is selected by the method  described in the next four sentences.  The first step
of the selection will consist of the  Participant  or  Beneficiary  submitting a
list  of five  potential  arbitrators  to the  Administrator.  Each of the  five
arbitrators  must 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
Administrator  will select one of the five arbitrators as the arbitrator for the
dispute in question.  If the Administrator  fails to select an arbitrator within
one week after receipt of the list, the  Participant  or  Beneficiary  will then
designate one of the five arbitrators for the dispute in question.

The arbitration hearing will be held within seven days (or as soon thereafter as
possible)  after the picking of the  arbitrator.  No continuance of said hearing
will be allowed without the mutual consent of Participant or Beneficiary and the
Administrator.  Absence from or  nonparticipation at the hearing by either party
will 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 will 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  Administrator  or the  Company has
breached  the terms of the Plan,  he or she will  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 the Plan, an additional amount equal
to 20% of the amount actually in dispute. This additional amount will constitute
an additional  benefit under the Plan. The award of the arbitrator will be final
and binding upon the Parties.

The award may be enforced in any appropriate court as soon as possible after its
rendition.  The  Administrator  will be  considered  the  prevailing  party in a
dispute if the arbitrator  determines (1) that the  Administrator or the Company
has not breached the terms of the Plan 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  Administrator  is the prevailing  party,  the fee of the arbitrator and all
necessary expenses of the hearing (excluding any attorneys' fees incurred by the
Administrator) including stenographic reporter, if



                                       15
<PAGE>




employed, will 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, will be paid by the Company.


                                   ARTICLE 15
                                  MISCELLANEOUS


15.1     Successors

The rights and obligations of Edison  International  and the Companies under the
Plan will inure to the benefit of, and will be binding upon,  the successors and
assigns of Edison International and the Companies, respectively.

15.2     Trust

The  Companies  will be  responsible  for the payment of all benefits  under the
Plan.  At their  discretion,  the  Companies  may  establish one or more grantor
trusts for the purpose of providing for payment of benefits  under the Plan. The
trust or trusts may be irrevocable,  but a Company's share of the assets thereof
will be subject to the claims of the Company's  creditors.  Benefits paid to the
Participant  from any such  trust will be  considered  paid by the  Company  for
purposes of meeting the obligations of the Company under the Plan.

15.3     Service Not Guaranteed

Nothing  contained in the Plan nor any action taken  hereunder will be construed
as a contract of service or as giving any  Participant  any right to continue in
service as a director of Edison International or any other Affiliate.

15.4     Gender, Singular and Plural

All pronouns and  variations  thereof will be deemed to refer to the  masculine,
feminine,  or neuter,  as the identity of the person or persons may require.  As
the context may  require,  the singular may be read as the plural and the plural
as the singular.

15.5     Captions

The captions of the articles and sections of the Plan are for  convenience  only
and will not  control  or  affect  the  meaning  or  construction  of any of its
provisions.

15.6     Validity

If any provision of the Plan is held invalid,  void or  unenforceable,  the same
will not affect, in any respect whatsoever, the validity of any other provisions
of the Plan.




                                       16
<PAGE>




15.7     Waiver of Breach

The waiver by the  Administrator  of any breach of any  provision of the Plan by
the  Participant  will not operate or be construed as a waiver of any subsequent
breach by the Participant.

15.8     Applicable Law

The  Plan  will be  governed  and  construed  in  accordance  with  the  laws of
California.

15.9     Notice

Any notice or filing  required  or  permitted  to be given to the  Administrator
under the Plan will be sufficient if in writing and  hand-delivered,  or sent by
first class mail to the principal  office of Edison  International,  directed to
the  attention of the  Administrator.  The notice will be deemed given as of the
date of delivery,  or, if delivery is made by mail,  as of the date shown on the
postmark.

IN WITNESS WHEREOF,  Edison  International  has restated this Plan effective the
1st day of January, 1998.


Edison International


Lillian R. Gorman
-------------------------------------------
Lillian R. Gorman, Vice President