EDISON INTERNATIONAL

                  OFFICER LONG-TERM INCENTIVE COMPENSATION PLAN


                   Amended and Restated as of January 1, 1998


WHEREAS,  the Officer Long-Term Incentive  Compensation Plan was approved by the
shareholders  of SCEcorp on April 16, 1992 and was  amended and  restated as the
Edison International  Officer Long-Term Incentive  Compensation Plan ("Plan") on
February 15, 1996; and

WHEREAS,  it is deemed  appropriate  to amend and  restate  the Plan to  reflect
amendments addressing deferral of award gains;

NOW,  THEREFORE,  the  Plan is  restated  subject  to the  following  terms  and
conditions:


1. Purpose.
The purpose of the Edison International Officer Long-Term Incentive Compensation
Plan is to improve the long-term financial and operational performance of Edison
International and its affiliates by providing eligible  Participants a financial
incentive which reinforces and recognizes  long-term  corporate,  organizational
and individual performance and accomplishments.  The Plan is intended to promote
the  interests  of Edison  International  and its  shareholders  by  encouraging
eligible Participants to acquire stock or increase their proprietary interest in
Edison International.

2. Definitions.
Whenever the following  terms are used in this Plan, they will have the meanings
specified below unless the context clearly indicates the contrary:

"Board  of  Directors"  or  "Board"  means  the  Board of  Directors  of  Edison
International.

"Cash  Equivalent"  means a  stock-based  award  payable  in cash  only  granted
pursuant to Section 14.

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

"Committee"  means the  Compensation  and Executive  Personnel  Committee of the
Board of Directors excluding those members ineligible to administer this Plan as
determined under Section 4.

"Common Stock" means the common shares of Edison International.


<PAGE 1>


"Company"  means  Edison  International  or the Edison  International  affiliate
employing the Participant.

"Dividend  Equivalent"  means the  additional  amount of cash or Common Stock as
described in Section 12.

"Eligible  Person"  or  "Participant"  means an  officer  of the  Company  whose
participation has been approved by the Committee,  including without limitation,
executive  officers under Section 16 of the Securities  Exchange Act of 1934, as
amended,  but excluding those persons  participating in the Edison International
Management Long-Term Incentive Compensation Plan.

"Fair Market  Value" means the average of the highest and lowest sale prices for
the Common Stock as reported in the western  edition of The Wall Street  Journal
for the New York Stock Exchange Composite  Transactions for the date as of which
such determination is made.

"Holder" means a person holding an Incentive Award.

"Incentive  Award"  means any award  (including  any award or crediting of Stock
Units) which may be made under the Plan by the Committee.

"Incentive  Stock  Option"  means an option as defined under Section 422A of the
Code granted pursuant to Section 7 of the Plan.

"Nonqualified  Stock  Option"  means an option,  other than an  Incentive  Stock
Option, granted pursuant to Section 6 of the Plan.

"Option" means either a Nonqualified Stock Option or Incentive Stock Option.

"Performance  Award" means an award granted  pursuant to Section 10 which may be
based on stock value, book value, or other specific performance criteria.

"Plan"  means the Officer  Long-Term  Incentive  Compensation  Plan as set forth
herein, which may be amended from time-to-time.

"Restricted  Stock" means Common Stock granted or awarded  pursuant to Section 8
of the  Plan,  which is  nontransferable  and  subject  to  substantial  risk of
forfeiture until restrictions lapse.

"Rule  16b-3"  means Rule  16b-3  promulgated  by the  Securities  and  Exchange
Commission under the Securities Exchange Act of 1934, as amended,  and effective
August 15, 1996.



<PAGE 2>


"Stock   Appreciation   Equivalent"   means  an  award  based  on  Common  Stock
appreciation or other specific performance criteria which is granted pursuant to
Section 11.

"Stock  Appreciation Right" or "Right" means a right granted pursuant to Section
9 of the Plan.

"Stock Payment" means a payment pursuant to Section 13 in shares of Common Stock
to replace all or any portion of the compensation  (other than base salary) that
would otherwise become payable to a Participant in cash.

"Stock  Unit"  means a  non-voting  unit of  measurement  which  is  deemed  for
bookkeeping  purposes to be equivalent to one outstanding  share of Common Stock
(subject to adjustment).

3. Aggregate Awards Under Plan.
Pursuant to the terms of the Plan, and subject to the provisions of this Section
3 and Section 16 of the Plan,  the  aggregate  number of shares of Common  Stock
that may be issued or transferred  pursuant to Incentive  Awards,  and the total
aggregate value of Incentive  Awards other than Dividend  Equivalents  which are
payable in a form other than Common Stock,  will not exceed 3 million shares, or
the fair market  value of such shares as  determined  on the dates of payment of
the Incentive  Awards.  On an annual basis, as long as any Incentive  Awards are
outstanding and have not been paid,  Dividend  Equivalents  payable in cash will
not exceed the annual dividend payable on 3 million shares of Common Stock.

The  shares  to be  delivered  under  the Plan  will be made  available,  at the
discretion of the Board or Committee, either from authorized but unissued shares
of Common Stock or from previously  issued shares of Common Stock  reacquired by
Edison International including shares purchased on the open market.

If any  Incentive  Award  expires,  is  forfeited,  is  canceled,  or  otherwise
terminates  for any reason  other than upon  exercise or payment,  the shares of
Common Stock  (provided  the  Participant  receives no benefit of  ownership) or
equivalent  value that could have been delivered will not be charged against the
limitations  provided  above and may again be made subject to Incentive  Awards.
However, shares subject to Stock Appreciation Rights settled in cash will not be
charged against the share limitations  provided above, but only against the fair
market value limitation.

4.  Administration.  The Plan will be administered by the Committee,  which will
consist of those directors on the Compensation and Executive Personnel Committee
of the Board who qualify as Non-Employee  Directors under Rule 16b-3.  The Board
shall ensure at least two members are qualified to administer the Plan.


<PAGE 3>


The Committee  has, and may exercise,  such powers and authority of the Board as
may be necessary or appropriate  for the Committee to carry out its functions as
described in the Plan.  The  Committee has sole  authority in its  discretion to
determine the Officers to whom, and the time or times at which, Incentive Awards
may be  granted,  the  nature of the  Incentive  Award,  the number of shares of
Common  Stock or the  amount of cash that  makes up each  Incentive  Award,  the
pricing and amount of any Incentive Award, the objectives, goals and performance
criteria  (which  need  not be  identical)  utilized  to  measure  the  value of
Incentive  Awards,  the form of payment  (cash or Common Stock or a  combination
thereof) payable upon the event or events giving rise to payment of an Incentive
Award,  the vesting  schedule of any Incentive  Award, the term of any Incentive
Award,  and such  other  terms  and  conditions  applicable  to each  individual
Incentive Award as the Committee shall determine. The Committee may grant at any
time new Incentive Awards to a Participant who has previously received Incentive
Awards  whether  such  prior  Incentive  Awards  are  still  outstanding,   have
previously  been  exercised in whole or in part,  or are canceled in  connection
with the issuance of new Incentive  Awards.  The purchase price or initial value
of the Incentive  Awards may be established  by the Committee  without regard to
the existing Incentive Awards or such other grants.  Further, the Committee may,
with the consent of a  Participant,  amend the terms of any  existing  Incentive
Award  previously  granted  to include or amend any  provisions  which  could be
incorporated in such an Incentive Award at the time of such amendment.

The  Committee  has the sole  authority to interpret  the Plan, to determine the
terms  and  provisions  of the  Incentive  Award  agreements,  and to  make  all
determinations  necessary or advisable for the  administration  of the Plan. The
Committee has authority to prescribe,  amend,  and rescind rules and regulations
relating to the Plan. All  interpretations,  determinations,  and actions by the
Committee will be final, conclusive, and binding upon all parties. Any action of
the  Committee  with  respect to the  administration  of the Plan shall be taken
pursuant to a majority vote or by the unanimous  written consent of its members.
The  Committee  may  delegate  to  one  or  more  agents  such  nondiscretionary
administrative duties as it may deem advisable.

No member of the Board or the  Committee  or agent or designee  thereof  will be
liable  for any action or  determination  made in good faith by the Board or the
Committee with respect to the Plan or any transaction arising under the Plan.

Notwithstanding  the  provisions of Section 18 and Section 20 regarding the term
of the Plan,  all  authority  of the Board and the  Committee  with  respect  to
Incentive Awards hereunder, including (subject to share limits) the authority to
amend outstanding Incentive Awards shall continue after the term of the Plan, so
long as any Incentive  Award remains  outstanding.  The Committee shall have the
authority to grant Incentive Awards under any deferred  compensation plan of the
Company,  consistent  with Section 15. Any such settlement or deferral shall not
be  deemed a new award  hereunder  so long as all  shares  issuable  in  respect
thereto do not exceed the  aggregate  number of shares  subject to the Incentive
Awards so paid thereby. The authority of the Committee shall continue in respect
of any deferral so authorized.



<PAGE 4>


5. Eligibility and Date of Grant.
The Committee has authority, in its sole discretion,  to determine and designate
from time-to-time those Eligible Persons who are to be granted Incentive Awards,
the type of Incentive Awards to be granted,  the times at which Incentive Awards
will be  granted,  the  prices of  Incentive  Awards  (which  may be any  lawful
consideration  determined by the Committee),  the amount of any Incentive Award,
and the number of shares of Common  Stock or the amount of cash  subject to each
Incentive Award.

Each Incentive  Award will be evidenced by a written  instrument and may include
any other terms and conditions  consistent with the Plan as the Committee may in
its discretion  determine.  The date of grant of an Incentive  Award will be the
date of the Agreement between the Company and the Participant.

6. Nonqualified Stock Options.
The  Committee may approve the grant of  Nonqualified  Stock Options to Eligible
Persons, subject to the following terms and conditions:

(a) The purchase price of Common Stock under each Nonqualified  Stock Option may
not be less than one  hundred  percent  of the Fair  Market  Value of the Common
Stock on the date the Nonqualified Stock Option is granted.

(b) No  Nonqualified  Stock Option may be exercised  after ten years and one day
from the date of grant.

(c) Upon the exercise of a Nonqualified Stock Option, the purchase price will be
payable in full in cash and/or its equivalent,  such as Common Stock, acceptable
to  Edison  International.  Any  shares  so  assigned  and  delivered  to Edison
International in payment or partial payment of the purchase price will be valued
at their Fair Market Value on the exercise date.

(d)  No  fractional  shares  will  be  issued  pursuant  to  the  exercise  of a
Nonqualified Stock Option. Only cash payments will be made in lieu of fractional
shares.

7. Incentive Stock Options.
The  Committee  may approve  the grant of  Incentive  Stock  Options to Eligible
Persons, subject to the following terms and conditions:

(a) The purchase  price of each share of Common  Stock under an Incentive  Stock
Option will be at least equal to the Fair Market  Value of a share of the Common
Stock on the date of grant;  provided,  however,  that if a Participant,  at the
time an Incentive Stock Option is granted, owns stock representing more than ten
(10%)  percent of the total  combined  voting  power of all  classes of stock of
Edison International (as defined in Section 425(e) or (d) of the Code), then the
exercise  price of each share of Common Stock  subject to such  Incentive  Stock
Option  shall be at least one hundred and ten


<PAGE 5>




(110%)  percent  of the Fair  Market  Value of such  share of Common  Stock,  as
determined in the manner stated in this paragraph.

(b) No Incentive  Stock  Option may be  exercised  after ten (10) years from the
date of the grant.  Each  Incentive  Stock Option  granted under this Plan shall
also be subject to earlier termination as provided in this Plan.

(c) Upon the exercise of an Incentive  Stock Option,  the purchase price will be
payable in full in cash and/or its equivalent,  such as Common Stock, acceptable
to  Edison  International.  Any  shares  so  assigned  and  delivered  to Edison
International in payment or partial payment of the purchase price will be valued
at their Fair Market Value on the exercise date.

(d) The Fair Market Value  (determined at the time the Incentive Stock Option is
granted) of the shares of Common Stock for which any  Participant may be granted
Incentive Stock Options that are first exercisable  during any one calendar year
(including  Incentive  Stock Options under all plans of the Company) will not in
the aggregate exceed One Hundred Thousand ($100,000) Dollars.

(e) No fractional  share will be issued pursuant to the exercise of an Incentive
Stock Option. Only cash payments will be made in lieu of fractional shares.

8. Restricted Stock.
The  Committee  may approve the grant or award of  Restricted  Stock to Eligible
Persons subject to the conditions of this Section 8.

(a) All shares of  Restricted  Stock  granted or  awarded  pursuant  to the Plan
(including any shares of Restricted  Stock received by the Holder as a result of
stock dividends, stock splits, or any other forms of adjustment) will be subject
to the following restrictions:

     (i)  The shares may not be sold,  transferred,  or  otherwise  alienated or
          hypothecated until the restrictions are removed or expire.

     (ii) The Committee may require the Holder to enter into an escrow agreement
          providing that the certificates  representing Restricted Stock granted
          or awarded pursuant to the Plan will remain in the physical custody of
          an escrow holder or Edison  International  until all  restrictions are
          removed or expire.

     (iii)Each  certificate  representing  Restricted  Stock  granted or awarded
          pursuant to the Plan will bear a legend making  appropriate  reference
          to the restrictions imposed on the Restricted Stock.

     (iv) The Committee may impose restrictions on any shares granted or awarded
          as it may deem advisable, including, without limitation,  restrictions
          designed  to  facilitate   exemption  from  or  compliance   with  the




<PAGE 6>




          Securities Exchange Act of 1934, as amended,  with requirements of any
          stock  exchange upon which such shares or shares of the same class are
          then listed, and with any blue sky or other securities laws applicable
          to such shares.

(b) The restrictions  imposed under subparagraph (a) above upon Restricted Stock
will lapse in  accordance  with a schedule or other  conditions as determined by
the Committee, subject to the provisions of Sections 18 and 19.

(c) Upon acceptance of the Restricted  Stock offer,  the purchase price, if any,
established  by the  Committee  will be  payable  in full  in  cash  and/or  its
equivalent, such as Common Stock, acceptable to Edison International.

(d)  Subject to the  provisions  of  subparagraph  (a) above and Section 19, the
Holder  will have all rights of a  shareholder  with  respect to the  Restricted
Stock granted or awarded, including the right to vote the shares and receive all
dividends and other distributions paid or made with respect thereto.

9. Stock Appreciation Rights.
The Committee may approve the grant of Rights related or unrelated to Options to
Eligible Persons, subject to the following terms and conditions:

(a)  A Stock Appreciation Right may be granted:

         (i)      at any time if unrelated to an option;

         (ii)     either at the time of grant, or at any time thereafter  during
                  the option term if related to a Nonqualified Stock Option;

         (iii)  only at the time of  grant  if  related  to an  Incentive  Stock
Option.

(b) A Stock  Appreciation  Right grant in connection with an Option will entitle
the Holder of the related Option, upon exercise of the Stock Appreciation Right,
to surrender such Option, or any portion thereof to the extent unexercised, with
respect to the number of shares as to which  such  Stock  Appreciation  Right is
exercised,  and to receive  payment of an amount  computed  pursuant  to Section
9(d). Such Option will, to the extent surrendered, then cease to be exercisable.

(c) Subject to Section  9(g), a Stock  Appreciation  Right granted in connection
with an Option  hereunder will be exercisable at such time or times, and only to
the extent that a related Option is  exercisable,  and will not be  transferable
except to the extent that such related Option may be transferable.

(d) Upon the exercise of a Stock  Appreciation  Right related to an Option,  the
Holder  will  be  entitled  to  receive  payment  of  an  amount  determined  by
multiplying:





<PAGE 7>








     (i)  The difference  obtained by subtracting  the purchase price of a share
          of Common Stock  specified in the related  Option from the Fair Market
          Value of a share of Common Stock on the date of exercise of such Stock
          Appreciation Right, by

     (ii) The number of shares to which such Stock  Appreciation  Right has been
          exercised.

(e) The Committee may grant Stock  Appreciation  Rights  unrelated to Options to
Eligible Persons.  Section 9(d) shall be used to determine the amount payable at
exercise of such Stock  Appreciation  Right(s) if Fair Market Value is not used,
except that Fair Market  Value shall not be used if the  Committee  specified in
the award  that book  value or  another  measure  as deemed  appropriate  by the
Committee was to be used.  In applying the formula in Section 9(d),  the initial
share value  specified  in the Stock  Appreciation  Right award shall be used in
lieu of the price "specified in the related Option."

(f)  Payment  of the amount  determined  under  Section  9(d) or (e) may be made
solely in whole  shares of Common  Stock in a number  determined  at their  Fair
Market  Value  on the  date of  exercise  of the  Stock  Appreciation  Right  or
alternatively,  at the sole discretion of the Committee,  solely in cash or in a
combination  of  cash  and  shares  as the  Committee  deems  advisable.  If the
Committee decides to make full payment in shares of Common Stock, and the amount
payable  results in a  fractional  share,  no  fractional  share will be issued.
Payment for the fractional share will be made in cash only.

(g) The Committee may, at the time a Stock Appreciation Right is granted, impose
such  conditions  on the  exercise  of the  Stock  Appreciation  Right as may be
required to satisfy the  requirements of Rule 16b-3, as applicable (or any other
comparable  provisions  in  effect  at the time or times in  question).  Without
limiting the  generality of the  foregoing,  the Committee may determine  that a
Stock  Appreciation  Right may be exercised only during the period  beginning on
the third  business  day and ending on the twelfth  business day  following  the
publication of Edison International's  quarterly and annual summarized financial
data.

10. Performance Awards.
The Committee may approve  Performance  Awards to Eligible Persons.  Such awards
may be based on Common Stock  performance over a period determined in advance by
the Committee or any other measures as determined  appropriate by the Committee.
Payment will be in cash unless replaced by a Stock Payment in full or in part as
determined by the Committee.

11. Stock Appreciation Equivalents.
The Committee may approve Stock  Appreciation  Equivalents to Eligible  Persons.
Such awards may be based on Common Stock performance over a period determined in
advance by the Committee, or any other measures as determined appropriate by the






<PAGE 8>


Committee. Payment will be in cash unless replaced by a Stock Payment in full or
in part as determined by the Committee.

12.  Dividend Equivalents.
The Committee may approve Dividend  Equivalents based on the dividends  declared
on the  Common  Stock on record  dates  during the  period  between  the date an
Incentive  Award is granted and the date such  Incentive  Award is  exercised or
paid.  Dividend  Equivalents  may be awarded  separately or in  connection  with
Incentive  Awards payable,  whether payable in cash or Common Stock.  Subject to
Sections 3 and 16,  such  Dividend  Equivalents  shall be  converted  to cash or
additional  shares by such formula and at such time as may be  determined by the
Committee.

13.  Stock Payments.
The Committee may approve Stock Payments of Common Stock to Eligible Persons for
all or any  portion of the  compensation  (other  than base  salary)  that would
otherwise become payable to a Participant in cash.

Notwithstanding  anything to the contrary contained in this Plan, if the written
instrument  evidencing  any Incentive  Award states that the Incentive  Award(s)
will be paid in  cash,  the  Committee  may  not  make a Stock  Payment  in lieu
thereof,  and the Incentive  Award(s) will be redeemable or  exercisable  by the
Holder only for cash.

14.  Cash Equivalents.
The Committee may grant any Incentive  Award  permitted  under the Plan which is
otherwise payable in stock in the form of a cash equivalent award.

15.  Deferral of Payment.
The Committee may grant Incentive Awards which allow, and amend Incentive Awards
to allow,  the delayed payment or delivery of any cash or shares of Common Stock
which may become due under the Plan.  Any such delayed  payment or delivery must
be specifically allowable under the terms of the Incentive Award agreement.  The
deferral of any cash payable in respect of an Incentive Award may be in the form
of a credit to the Participant's deferral account under the Edison International
Executive Deferred Compensation Plan, or any other deferral plan of the Company;
the deferral of any shares of Common Stock  distributable upon the exercise of a
Nonqualified  Stock  Option may be in the form of Stock  Units  under the Edison
International Option Gain Deferral Plan. In the event that the purchase price of
a  Nonqualified  Stock  Option is paid in full in shares of Common Stock and the
delivery  of shares of Common  Stock in excess of the option  price is  deferred
under the Option Gain Deferral  Plan,  Stock Units may be credited in respect of
such  excess  shares and earn  dividend  equivalents  or other  compensation  in
respect  thereof,  and the number of shares of Common Stock issued in respect of
the  deferred  shares may  include  the number of such  deferred  shares and the
number  of Stock  Units  credited  as  dividend  equivalents  (subject  to share
limits).



<PAGE 9>



16.  Adjustment Provisions.
Subject to the provisions of this Section 16 below, if the outstanding shares of
Common Stock are increased,  decreased,  or exchanged for a different  number or
kind of shares or other securities,  or if additional shares or new or different
shares or other securities are distributed with respect to such shares of Common
Stock  or  other  securities,  through  merger,  consolidation,  sale  of all or
substantially  all of the  property  of  Edison  International,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or other
securities,  an appropriate and proportionate  adjustment may be made in (i) the
maximum  number and kind of shares  provided in Section 3 of the Plan,  (ii) the
number and kind of shares or other  securities  subject to the then  outstanding
Incentive Awards,  and (iii) the price for each share or other unit of any other
securities  subject to the then  outstanding  Incentive Awards without change in
the  aggregate  purchase  price or value as to  which  Incentive  Awards  remain
exercisable or subject to restrictions.

Despite the foregoing,  upon dissolution or liquidation of Edison International,
or upon a reorganization,  merger, or consolidation of Edison International with
one or more  corporations as a result of which Edison  International  is not the
surviving corporation, or upon the sale of all or substantially all the property
of Edison  International,  all Options,  Stock  Appreciation  Rights,  and other
Incentive  Awards  then  outstanding  under  the Plan will be fully  vested  and
exercisable and all  restrictions on Restricted  Stock will  immediately  cease,
unless  provisions  are  made  in  connection  with  such  transaction  for  the
continuance  of the  Plan and the  assumption  of or the  substitution  for such
Incentive Awards of new Options,  Stock Appreciation  Rights, or other Incentive
Awards,  or  Restricted  Stock  covering  the  stock  of  a  successor  employer
corporation,  or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices.

Any  adjustments  pursuant to this Section will be made by the Committee,  whose
determination as to what adjustments will be made and the extent thereof will be
final, binding, and conclusive.  No fractional interest will be issued under the
Plan on account of any such adjustments. Only cash payments will be made in lieu
of fractional shares.

Notwithstanding the foregoing, if a reorganization,  merger,  consolidation,  or
other  corporate  transaction  is  consummated  following  and  related  to  the
occurrence  of a  Distribution  Date,  as that  term is  defined  in the  Rights
Agreement  approved by the Edison  International  Board of Directors on November
20,  1996,  as a  result  of which  Edison  International  is not the  surviving
corporation,  all Options, Stock Appreciation Rights, and other Incentive Awards
then  outstanding  under  the  Plan  will  fully  vest and all  restrictions  on
Restricted Stock will immediately  cease.  This Plan may not be terminated,  nor
may any  Incentive  Award be cashed  out,  modified  or  terminated  without the
consent of the holder,  by Edison  International  or its  successor  in interest
during the  subsequent  period  necessary  to allow  Incentive  Awards to remain
exercisable  for at least two years following the close of the  transaction,  or
where applicable, through the first exercise period occurring at least two years
after the close of the  transaction.



<PAGE 10>


During such subsequent  period,  valuation  procedures and exercise periods will
occur on a basis consistent with past practice.

17.  General Provisions.
(a) With respect to any share of Common Stock  issued or  transferred  under any
provision of the Plan, such shares may be issued or transferred  subject to such
conditions,  in addition  to those  specifically  provided  in the Plan,  as the
Committee may direct.

(b) Nothing in the Plan or in any instrument  executed pursuant to the Plan will
confer  upon any Holder any right to  continue  in the employ of the  Company or
affect the right of the Company to terminate the employment of any Holder at any
time with or without cause.

(c) No shares of Common  Stock  will be  issued or  transferred  pursuant  to an
Incentive  Award unless and until all then  applicable  requirements  imposed by
federal and state  securities and other laws,  rules, and regulations and by any
regulatory agencies having  jurisdiction,  and by any stock exchanges upon which
the Common Stock may be listed, have been fully met. As a condition precedent to
the issue of shares  pursuant to the grant or exercise  of an  Incentive  Award,
Edison  International  may require the Holder to take any  reasonable  action to
meet such requirements.

(d) No Holder  (individually  or as a member of a group) and no  beneficiary  or
other person  claiming under or through such Holder will have any right,  title,
or interest in or to any shares of Common Stock  allocated or reserved under the
Plan or subject to any Incentive Award except as to such shares of Common Stock,
if any, that have been issued or transferred to such Holder.

(e) Edison  International  may make such  provisions as it deems  appropriate to
withhold any taxes which it  determines it is required to withhold in connection
with any Incentive Award. Subject to this Section 17(e), however, and without in
anyway  limiting  the  generality  of  Section  9,  the  Committee,  in its sole
discretion  and  subject to such rules as the  Committee  may adopt,  may permit
Participants  to elect (i) cash  settlement of any Incentive  Award,  or (ii) to
apply a portion of the shares of Common  Stock they are  otherwise  entitled  to
receive pursuant to an Incentive Award, or shares of Common Stock already owned,
to satisfy the tax withholding obligation arising from the receipt,  vesting, or
exercise of any Incentive Award, as applicable.

(f) No Incentive  Award and no right under the Plan,  contingent  or  otherwise,
will be  assignable  or subject  to any  encumbrance,  pledge,  or charge of any
nature,  or  otherwise  transferable  (meaning,  without  limitation,  that such
Incentive Award or right is exercisable during the Holder's lifetime only by him
or her or by his or her guardian or legal  representative)  except  that,  under
such rules and regulations as Edison International may establish pursuant to the
terms of the Plan, a beneficiary  may be designated with respect to an Incentive
Award in the event of death of a Holder of such Incentive  Award,  and Incentive
Awards may be transferred  pursuant to a qualified



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domestic  relations  order as  defined  by the  Code or Title I of the  Employee
Retirement Income Security Act, or the regulations  promulgated  thereunder.  If
such beneficiary is the executor or administrator of the estate of the Holder of
such Incentive  Award,  any rights with respect to such  Incentive  Award may be
transferred  to the  person or persons or entity  (including  a trust)  entitled
thereto under the will of the Holder of such Incentive Award, or, in the case of
intestacy, under the laws relating to intestacy.

(g) Notwithstanding Section 17(f), the Committee may, to the extent permitted by
applicable  law and Rule  16b-3,  as  applicable,  permit a Holder to assign the
rights to exercise Options or Rights to a trust or to exercise options or rights
in favor of a trust, provided that, in the case of Incentive Stock Options, such
exercise in favor of a trust shall be  permitted  only if and to the extent that
such  exercise is not deemed to be a transfer  to or  exercise by someone  other
than the Holder in contravention of Section 422A(b)(5) of the Code.

(h) Whenever a Holder is entitled to receive cash in lieu of a fractional share,
recognizing  that such  payment  may be deemed a sale of the  underlying  Common
Stock under Section 16 of the Securities  Exchange Act of 1934, as amended,  the
Holder may  alternatively  elect,  at least six months in advance of the payment
date,  to receive the cash  payment or to forfeit his or her rights to such cash
payment. This election will be evidenced in the Incentive Award agreement.

(i) This Plan shall be governed by the laws of the State of California.

18. Amendment and Termination of the Plan.
The Board of Directors or the Committee will have the power,  in its discretion,
to amend,  suspend,  or terminate the Plan at any time. No such amendment  will,
without  approval  of the  shareholders  of Edison  International  to the extent
required  by law or the rules of any  exchange  upon which the  Common  Stock is
listed, and except as provided in Section 16 of the Plan:

(a) Materially  modify the  requirements as to eligibility for  participation in
the Plan;

(b)  Materially  increase the benefits  accruing to Eligible  Persons  under the
Plan; or

(c) Materially  increase the number of securities  which may be issued under the
Plan.

The Committee may, with the consent of a Holder,  make such modifications in the
terms and conditions of any Incentive  Award as it deems advisable or cancel the
Incentive Award (with or without consideration).  No amendment,  suspension,  or
termination  of the  Plan  will,  without  the  consent  of the  Holder,  alter,
terminate,  impair,  or  adversely  affect  any  right or  obligation  under any
Incentive Award previously granted under the Plan.



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19. Termination of Employment.
(a) A Stock Appreciation Right or an Option held by a person who was an employee
at the time such Right or Option was granted will expire immediately if and when
the Holder ceases to be an employee, except as follows:

     (i)  If the  employment of a Participant is terminated by the Company other
          than for cause,  then the Stock  Appreciation  Rights and Options will
          expire six months  thereafter  unless the terms of the Incentive Award
          agreement   specify   otherwise.   For  purposes  of  this  provision,
          termination  "for cause" shall  include,  but shall not be limited to,
          termination  because of dishonesty,  criminal offense, or violation of
          work rule, and shall be determined by, and in the sole  discretion of,
          the  Company.  During the  six-month  period,  the Stock  Appreciation
          Rights and Options may be  exercised in  accordance  with their terms,
          but  only to the  extent  exercisable  on the date of  termination  of
          employment.

     (ii) If a  Participant  dies or becomes  permanently  and totally  disabled
          while  employed  by the  Company,  the Stock  Appreciation  Rights and
          Options of the  Participant  will expire three years after the date of
          death or  permanent  and  total  disability  unless  the  terms of the
          Incentive Award agreement specify  otherwise.  If the Participant dies
          or becomes  permanently  and  totally  disabled  within the  six-month
          period referred to in subparagraph (a) above,  the Stock  Appreciation
          Rights and Options  will expire six months  after the date of death or
          permanent  and total  disability,  unless  the terms of the  Incentive
          Award agreement specify otherwise.

(b) In the event a Holder of other  Incentive  Awards  ceases to be an employee,
all such  Incentive  Awards  will  terminate  except in the case of  retirement,
death, or permanent and total disability.  To be eligible for the full amount of
any such Incentive  Award,  an individual  must have been a Participant  for the
entire  period to which the  Incentive  Award  applies.  Pro-rata  awards may be
distributed to Participants who are discharged or who terminate their employment
for reasons  other than  incompetence,  misconduct  or fraud,  or who retired or
became disabled during the incentive  period,  or who were Participants for less
than the full incentive  period. A pro-rata award may be made to a Participant's
designated  beneficiary  in the  event  of  death  of a  Participant  during  an
incentive period prior to an award being made.

(c) The  Committee  may in its sole  discretion  determine,  with  respect to an
Incentive  Award,  that any Holder  who is on a leave of absence  for any reason
will be considered  as still in the employ of the Company,  provided that rights
to such Incentive Award during an unpaid leave of absence will be limited to the
extent to which  such  right was  earned or vested at the  commencement  of such
leave of absence.

(d) The  Committee  may vary  the  strict  requirements  of this  Section  19 by
agreement at the time of grant,  or on a case-by-case  basis  thereafter,  as it
deems  appropriate  and in the  best  interests  of  Edison  International.  The
Committee  may  accelerate  the  vesting


<PAGE 13>



of all, or a portion of any Incentive Award, and may extend the  above-described
exercise periods to as long as the term provided in the original Incentive Award
agreement.

20. Effective Date of Plan and Duration of Plan.
This Plan as amended and restated will become effective on the date specified by
the Board of Directors of Edison International, subject, however, to approval by
the stockholders of Edison  International at their next annual meeting or at any
adjournment  thereof,  within  twelve  (12)  months  following  the  date of its
adoption by the Board of Directors. Unless previously terminated by the Board of
Directors, the Plan will terminate April 16, 2002.


                                              EDISON INTERNATIONAL


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




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