EXHIBIT 10.1


                              EDISON INTERNATIONAL

                            EQUITY COMPENSATION PLAN











                              As Restated Effective
                                 January 1, 1998



















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                              EDISON INTERNATIONAL
                            EQUITY COMPENSATION PLAN



                                TABLE OF CONTENTS





Section                                                                 Page


1. GENERAL.................................................................1

         1.1 PURPOSE.......................................................1
         1.2 PARTICIPATION.................................................1
         1.3 OPERATION, ADMINISTRATION AND DEFINITIONS.....................1

2. PLAN AWARDS.............................................................2

         2.1 GENERAL.......................................................2
         2.2 NONQUALIFIED STOCK OPTIONS....................................2
         2.3 STATUTORY STOCK OPTIONS.......................................2
         2.4 STOCK APPRECIATION RIGHTS.....................................3
         2.5 PERFORMANCE AWARDS............................................4
         2.6 DIVIDEND EQUIVALENTS..........................................5
         2.7 STOCK GRANTS..................................................5
         2.8 STOCK PAYMENTS................................................5

3. OPERATION AND ADMINISTRATION............................................5

         3.1 EFFECTIVE DATE OF PLAN AND DURATION...........................5
         3.2 ADMINISTRATION................................................5
         3.3 AGGREGATE AND MAXIMUM AWARDS UNDER PLAN.......................7
         3.4 ADJUSTMENT PROVISIONS.........................................8
         3.5 GENERAL PROVISIONS............................................9
         3.6 AMENDMENT AND TERMINATION OF THE PLAN........................12
         3.7 TERMINATION OF EMPLOYMENT....................................12

4. DEFINITIONS............................................................13






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                              EDISON INTERNATIONAL

                            EQUITY COMPENSATION PLAN

                      As Restated Effective January 1, 1998


WHEREAS, the Officer and Management Long-Term Incentive Compensation Plans and
the Director Incentive Compensation Plan were approved by the shareholders of
SCEcorp on April 16, 1992 and were subsequently amended and restated as Edison
International plans; and

WHEREAS, it is deemed desirable and appropriate to replace those plans with a
new plan called the Edison International Equity Compensation Plan ("Plan") and
to authorize the issuance of additional shares of Common Stock under the Plan;

NOW, THEREFORE, the Plan is effective January 1, 1998 subject to approval by the
shareholders of Edison  International,  to be solicited at the annual meeting of
the  shareholders  to be held on April 16, 1998, or at any  adjournment  thereof
within twelve months  following the date of the Plan's  adoption by the Board of
Directors, and subject to the following terms and conditions:


                                   1. GENERAL


1.1 Purpose.
The purpose of the 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 further intended to promote the interests of Edison
International and its shareholders by attracting and retaining qualified
officers, employees and directors and aligning their interests with those of the
other shareholders by encouraging Participants to acquire Common Stock or
otherwise increase their proprietary interest in Edison International.

1.2 Participation. 
The Administrator has authority, in its sole discretion, to
determine and designate from time-to-time from among the Eligible Persons, those
who are to be granted Plan Awards and thereby become Participants in the Plan.

1.3 Operation, Administration and Definitions.
The operation and administration of the Plan, and the Plan Awards are subject
to the provisions of Article 3. Capitalized terms in the Plan are defined
in Article 4.





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                                 2. PLAN AWARDS


2.1 General. 

The Administrator may grant any Plan Award except as otherwise provided in this
Article 2 to eligible Executive Officers and Key Management Employees. The
Administrator may grant only Nonqualified Stock Options or Stock Grants to
Directors. Awards may be granted as alternatives or replacements of awards
outstanding under any other plan or arrangement of another business or entity,
all or a portion of which is acquired by an EIX Company. Each Plan Award will be
evidenced by a written instrument specifying the date of grant and may include
or incorporate by reference any additional terms and conditions consistent with
the Plan as determined in the discretion of the Administrator. The Administrator
may grant any Plan Award permitted under the Plan which is otherwise payable in
Common Stock in the form of a cash equivalent award.

2.2       Nonqualified Stock Options.

The grant of a Nonqualified Stock Option entitles the Participant to purchase
shares of Common Stock at an exercise price established by the Administrator.
Nonqualified Stock Options awarded pursuant to the Plan are subject to the
following terms and conditions:

(a) The exercise price of each Nonqualified Stock Option will be determined by a
method established by the Administrator at the time of the grant, except that
the exercise price may not be less than one hundred percent of the Fair Market
Value of the Common Stock as of the Pricing Date.

(b) 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.

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

(d) No Nonqualified Stock Option may be exercised more than ten years from the
date of the grant. Each Nonqualified Stock Option granted under this Plan will
also be subject to earlier termination as provided in this Plan.

2.3       Statutory Stock Options.

The grant of a Statutory Stock Option entitles the Participant to purchase
shares of Common Stock at an exercise price established by the Administrator.
Statutory Stock Options awarded pursuant to the Plan will be subject to the
following terms and conditions:

(a) The purchase price of each share of Common Stock under a Statutory 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 a Statutory Stock Option is granted, owns stock representing more than ten
percent of the total combined voting power of all classes of stock of Edison



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International (as defined in Section 424(d) or (e) of the Code), then the
exercise price of each share of Common Stock subject to such Statutory Stock
Option will be at least one hundred and ten percent of the Fair Market Value of
such share of Common Stock on the date of grant.

(b) No Statutory Stock Option may be awarded more than ten years after this Plan
is adopted, nor may it be exercised more than ten years from the date of the
grant. Each Statutory Stock Option granted under this Plan will also be subject
to earlier termination as provided in this Plan.

(c) Upon the exercise of a Statutory 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 Statutory Stock Option is
granted) of the shares of Common Stock for which any Participant may be granted
Statutory Stock Options that are first exercisable during any one calendar year
(including Statutory Stock Options under all plans of Edison International) will
not in the aggregate exceed $100,000. To the extent that the aggregate Fair
Market Value of such shares exceeds $100,000, such Options shall be treated as
Nonqualified Stock Options.

(e) No fractional share will be issued pursuant to the exercise of a Statutory
Stock Option. Cash payments will be made in lieu of fractional shares.

2.4       Stock Appreciation Rights.

The grant of a Stock Appreciation Right entitles the Participant to receive in
cash or stock, the value equal to all or a portion of the appreciation in value
of Common Stock determined pursuant to Subsection 2.4(d). Stock Appreciation
Rights awarded pursuant to the Plan will be 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 a Statutory Stock
                  Option.

(b)      A Stock  Appreciation  Right granted in connection  with an Option will
         entitle the Holder of the related  Option,  upon  exercise of the Stock
         Appreciation  Right and surrender of the related 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,  to receive
         payment of an amount  computed  pursuant  to  Subsection  2.4(d).  Such
         Option will, to the extent surrendered, then cease to be exercisable.

(c)      Subject to Subsection  2.4(g),  a Stock  Appreciation  Right granted in
         connection with an Option hereunder will be exercisable at such time or
         times, and only to



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         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:

         (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  Administrator  may grant Stock  Appreciation  Rights  unrelated to
         Options. Subsection 2.4(d) will be used to determine the amount payable
         at exercise of such Stock  Appreciation  Rights if Fair Market Value is
         used,   except  that  Fair  Market  Value  will  not  be  used  if  the
         Administrator specified in the award that book value or another measure
         as deemed  appropriate by the Administrator was to be used. In applying
         the formula in Subsection  2.4(d), the initial share value specified in
         the Stock  Appreciation  Right  award will be used in lieu of the price
         "specified in the related Option."

(f)      Payment of the amount  determined under Subsection 2.4(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
         Administrator, solely in cash or in a combination of cash and shares as
         the Administrator deems advisable. If the Administrator 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  Administrator  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   Administrator   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.

2.5       Performance Awards.

The grant of a Performance Award entitles the Participant to receive in cash an
amount determined by formula established by the Administrator over a specified
term. Performance Awards may be based on Common Stock performance over a period
determined in advance by the Administrator or may be based on any other measures
as determined appropriate by the Administrator, including the performance of
hypothetical equity-related measures of any EIX Company. Payment will be in cash



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unless  replaced  by a Stock  Payment  in full or in part as  determined  by the
Administrator.

2.6       Dividend Equivalents.

The grant of Dividend Equivalents entitles the Participant to receive cash or
stock based on the dividends declared on the Common Stock on record dates during
the period between the date a Plan Award is granted and the date such Plan Award
is exercised or paid. Dividend Equivalents may be awarded separately or in
connection with Plan Awards, whether payable in cash or Common Stock. Subject to
Sections 3.3 and 3.4, such Dividend Equivalents will be converted to cash or
additional shares by such formula and at such time as may be determined by the
Administrator.

2.7       Stock Grants.

The award of a Stock Grant entitles the Participant to receive a specified
amount of Common Stock on the grant date. Stock Grants may be awarded pursuant
to the Plan to non-employee Directors only subject to the terms and conditions
established at the time of the award. Stock Grants may also be awarded in the
form of stock units with payment in cash delayed until retirement or as
otherwise provided at the time of grant.

2.8       Stock Payments.

The Administrator 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
Plan Award states that the Plan Award will be paid in cash, the Administrator
may not make a Stock Payment in lieu thereof, and the Plan Award will be
redeemable or exercisable by the Holder only for cash.

                         3. OPERATION AND ADMINISTRATION


3.1       Effective Date of Plan and Duration.

This Plan will become effective on January 1, 1998, subject, however, to
approval by the shareholders of Edison International at their next annual
meeting or at any adjournment thereof, within twelve months following the date
of its adoption by the Board of Directors. Unless the Plan is terminated earlier
pursuant to Section 3.6, no Plan Awards will be made after December 31, 2007.

3.2       Administration.

(a)      The Plan will be administered with respect to Executive  Officers,  Key
         Management Employees, or Directors as follows:

         (i)      Executive Officers. The Administrator of the Plan for purposes
                  of Plan Awards made to  Executive  Officers is the  Committee.
                  The  Administrator  has,  and may  exercise,  such  powers and
                  authority of the Board as may be necessary or appropriate  for
                  the  Administrator  to carry out its functions as described in
                  the  Plan.  The   Administrator  has  sole  authority  in  its
                  discretion to determine the  Executive  Officers to whom,  and
                  the time or times at which,  Plan Awards may be  granted,  the
                  nature of the Plan 



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                  Award,  the  numberof  shares of Common Stock or the amount of
                  cash that makes up each Plan Award,  the pricing and amount of
                  any Plan Award, the objectives, goals and performance criteria
                  (which need not be identical) utilized to measure the value of
                  Plan  Awards,  the form of payment  (cash or Common Stock or a
                  combination  thereof)  upon the event or events giving rise to
                  payment of a Plan  Award,  the  vesting  schedule  of any Plan
                  Award,  the term of any Plan  Award,  and such other terms and
                  conditions  applicable  to each  individual  Plan Award as the
                  Administrator  will determine.  The Administrator may grant at
                  any time  additional  Plan  Awards  to  Participants  who have
                  previously  received Plan Awards during the year. The purchase
                  price or initial  value of the Plan Awards may be  established
                  by the  Administrator  without  regard  to the  existing  Plan
                  Awards or such other grants.  Further,  the Administrator may,
                  with the  consent  of a  Participant,  amend  the terms of any
                  existing Plan Award previously granted to include or amend any
                  provisions which could be incorporated in such a Plan Award at
                  the  time  of  such   amendment   except  that   repricing  of
                  Nonqualified Stock Options is not permitted.

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

        (ii)      Key Management  Employees.  The  Administrator of the Plan for
                  purposes of Plan Awards made to Key  Management  Employees  is
                  the Committee  which will  administer the Plan and Plan Awards
                  as provided in Paragraph  3.2(a)(i) except as provided in this
                  Paragraph  3.2(a)(ii).  The Committee will annually  determine
                  the type or types of Plan  Awards,  the  total  number of Plan
                  Awards to be authorized under the Plan for the following year,
                  the   prices  of  Plan   Awards   (which  may  be  any  lawful
                  consideration as determined by the Committee),  any additional
                  terms and conditions,  and the form of the documentation to be
                  utilized.  The Committee  will allocate a portion of the total
                  number of Plan  Awards to each EIX  Company.  Each EIX Company
                  will then have the  authority to determine to whom Plan Awards
                  will be granted and the amount of the individual awards.

                  Each EIX  Company  may grant  Plan  Awards  to newly  eligible
                  individuals  at any time  during the year  provided  the total
                  number of Plan Awards authorized by the Committee for that EIX
                  Company  for that year is not  exceeded.  With the  consent of
                  Edison International, additional Plan



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                  Awards  may be  granted to  Participants  who have  previously
                  received  Plan Awards during the year.  The purchase  price or
                  initial  value of the Plan Awards may be  established  without
                  regard  to the  existing  Plan  Awards or such  other  grants.
                  Further,  with the  consent  of Edison  International  and the
                  Participant,  each EIX  Company  may  amend  the  terms of any
                  existing Plan Award previously granted to include or amend any
                  provisions  which could have been  incorporated in such a Plan
                  Award at the time of such  amendment  except that repricing of
                  Nonqualified Stock Options is not permitted.

         (iii)    Directors.  The Plan will be  administered  as provided  under
                  Paragraph  3.2(a)(i)  with respect to any Plan Award made to a
                  Director  except  that the Board will be  substituted  for any
                  reference  therein  to  the  Committee.  With  respect  to any
                  reference  throughout  the Plan as to discretion  exercised by
                  the Committee,  such discretion will be exercised by the Board
                  with respect to Directors.

(b)      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 with
         respect to the Plan or any transaction arising under the Plan.

(c)      Notwithstanding the provisions of Section 3.6 regarding the term of the
         Plan, all authority of the Board and the Committee with respect to Plan
         Awards hereunder,  including (subject to share limits) the authority to
         amend  outstanding  Plan Awards,  shall  continue after the term of the
         Plan, so long as any Plan Award remains outstanding.  The Administrator
         shall have the  authority  to permit a  deferred  payment in respect of
         Plan   Awards   under  any   deferred   compensation   plan  of  Edison
         International,  consistent with Subsection  3.5(b). Any such settlement
         or deferral  shall not be deemed a new award  hereunder  so long as all
         shares issuable in respect  thereof do not exceed the aggregate  number
         of shares subject to the Plan Award so paid thereby.

(d)      Notwithstanding  anything to the contrary  contained  in this Plan,  no
         Nonqualified Stock Option may be exercised more than ten years from the
         date of the grant.  Each  Nonqualified  Stock Option granted under this
         Plan will also be subject to earlier  termination  as  provided in this
         Plan.

3.3       Aggregate and Maximum Awards Under Plan.

(a)      Effective  on the  Approval  Date,  and  subject to the  provisions  of
         Sections 3.3 and 3.4 of the Plan, the aggregate annual number of shares
         of Common  Stock  that may be issued or  transferred  pursuant  to Plan
         Awards,  and the total aggregate annual value of Plan Awards other than
         Dividend  Equivalents  which are  payable in a form  other than  Common
         Stock,  will not exceed one percent of the total issued and outstanding
         shares of Common Stock,  as of December 31 of the next preceding  year,
         cumulative from the Approval Date until the Plan  termination  date, or
         the fair  market  value of such  shares as  determined  on the dates of
         grant of the Plan Awards. Any shares of Common Stock available that are
         not  awarded  during a  calendar  year,  or  portion  thereof,  will be
         available for grant in



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         may subsequent year, or portion thereof.On an annual basis, as long as 
         any Plan  Awards are outstanding andhave  not  been  paid,    Dividend
         Equivalents payable in cash will not exceed the annual dividend payable
         on the  aggregate  shares of  Common  Stock  authorized  under the Plan
         cumulative from the Approval Date.

(b)      No Plan Award to an  individual  Participant,  other  than a  Director,
         during any calendar year will exceed  500,000 shares of Common Stock or
         the value of such  shares at the time of grant  except that the maximum
         number of Statutory  Stock Options will also not exceed the limitations
         set forth in  Section  2.3.  No Stock  Grant to a  Director  during any
         calendar  year  will  exceed  2,500  shares  of  Common  Stock,  and no
         Nonqualified  Stock Option award to a Director during any calendar year
         will exceed 12,500  shares of Common Stock.  The shares to be delivered
         under  the Plan will be made  available,  at the  discretion  of Edison
         International,  either from  authorized  but unissued  shares of Common
         Stock or from shares purchased on the open market.

(c)      If any Plan 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 Plan 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.

3.4       Adjustment Provisions.

(a)      Subject to the  provisions  of this  Section  3.4,  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 Article 3 of the Plan, (ii) the maximum  individual  award,
         (iii) the number and kind of shares or other securities  subject to the
         then  outstanding  Plan  Awards,  and (iv) the price for each  share or
         other unit of any other securities subject to the then outstanding Plan
         Awards  without  change in the aggregate  purchase price or value as to
         which Plan Awards remain exercisable or subject to restrictions.

(b)      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 Plan Awards then



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         outstanding  under  the Plan willbefully vested and exercisable  unless
         provisions  are  made  in  connection  with  such  transaction  for the
         continuance of the Plan and the assumption of or the  substitution  for
         such Plan Awards of new Options,  Stock  Appreciation  Rights, or other
         Plan Awards 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.

(c)      Any  adjustments  pursuant  to  this  Section  3.4  will be made by the
         Administrator,  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.

(d)      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 Plan Awards then outstanding under the
         Plan will fully vest. This Plan may not be terminated, nor may any Plan
         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 Plan 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.  During  such  subsequent
         period, valuation procedures and exercise periods will occur on a basis
         consistent with past practice.

3.5       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 Administrator may direct.

(b)      Notwithstanding the term of a Plan Award, the Administrator may approve
         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  specifically  be  authorized  by the  Administrator  in
         writing  and  shall  be  subject  to any  conditions,  restrictions  or
         requirements as the Administrator may determine.

         The  Administrator  may permit the deferral of any cash or Common Stock
         payable in respect of a Plan Award in the form of Stock Units which may
         earn Dividend  Equivalents and other  compensation in respect  thereof,
         and the  Committee  may  provide  that such  Stock  Units and  Dividend
         Equivalents  shall  eventually  be paid in the form of shares of Common
         Stock (subject to share limits).

         In the event  that the  purchase  price of an Option is paid in full in
         shares of Common  Stock and the  delivery of shares of Common  Stock in
         excess of the



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         option price isdeferred, Stock Units may be credited in respect of such
         excess shares and may 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).

         In addition, during the term of the Plan, the Committee may grant Stock
         Units to selected  employees as dividend  equivalents  under and as set
         forth in any Edison  International  option gain  deferral  program (the
         "Deferral  Program") and may deliver  shares of Common Stock in respect
         to such Stock Units pursuant to the selected  employee's election under
         the Deferral Program."

(c)      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 an
         EIX  Company or affect the right of the EIX  Company to  terminate  the
         employment of any Holder at any time with or without cause.

(d)      No shares of Common Stock will be issued or  transferred  pursuant to a
         Plan 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 a Plan Award, Edison International may require the
         Holder to take any reasonable action to meet such requirements.

(e)      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 Plan Award  except as to
         such  shares  of  Common  Stock,  if any,  that  have  been  issued  or
         transferred to such Holder.

(f)      Except to the extent  prohibited  by applicable  law or the  applicable
         rules of a stock exchange,  the  Administrator  may delegate all or any
         portion  of its  responsibilities  and powers to any one or more of its
         members or any other person or persons  selected by it. Such delegation
         may be revoked by the Administrator at any time.

(g)      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 Plan Award.  Subject to this  Subsection,  however,
         and without in anyway  limiting  the  generality  of Section  2.4,  the
         Administrator,  in its sole discretion and subject to such rules as the
         Administrator  may  adopt,  may permit  Participants  to elect (i) cash
         settlement of any Plan Award,  or (ii) to apply a portion of the shares
         of Common Stock they are  otherwise  entitled to receive  pursuant to a
         Plan Award, or shares of Common Stock already owned, to satisfy the tax
         withholding  obligation arising from the receipt,  vesting, or exercise
         of any Plan Award, as applicable.





                                       10
<PAGE>





(h)      No Plan 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  Plan  Award or right is  exercisable  during  the  Holder's
         lifetime   only  by   him/her   or  by   his/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 a Plan Award in the event
         of  death of a Holder  of such  Plan  Award,  and  Plan  Awards  may be
         transferred pursuant to a qualified 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 Plan
         Award, any rights with respect to such Plan Award may be transferred to
         the person or persons or entity  (including a trust)  entitled  thereto
         under the will of the  Holder of such  Plan  Award,  or, in the case of
         intestacy,   under  the  laws  relating  to   intestacy.   Plan  Awards
         transferred  remain  subject to all  applicable  terms,  conditions and
         restrictions.

(i)      Notwithstanding   Subsection  (h),  the  Administrator  will  have  the
         authority,  in its  discretion,  to  grant  (or to  sanction  by way of
         amendment of an existing grant) Plan Awards which may be transferred by
         the  Participant  during  his/her  lifetime  to any  member of  his/her
         immediate family or to a trust, limited liability  corporation,  family
         limited  partnership or other equivalent  vehicle,  established for the
         exclusive  benefit of one or more members of his/her  immediate family,
         in which  case the  written  documentation  containing  the  terms  and
         conditions  of such Plan  Awards  will so state.  A transfer  of a Plan
         Award  pursuant  to  this  Subsection  may  only  be  effected  by  the
         Administrator  at the written  request of a Participant and will become
         effective  only  when  recorded  in  Edison  International's  record of
         outstanding  Plan Awards.  In the event a Plan Award is  transferred as
         contemplated   in  this   Subsection,   such  Plan  Award  may  not  be
         subsequently  transferred by the transferee  except by will or the laws
         of descent and  distribution.  In the event a Plan Award is transferred
         as contemplated in this Subsection, such Plan Award will continue to be
         governed by and subject to the terms,  conditions and  restrictions  of
         the Plan and the relevant grant. A transfer of a Statutory Stock Option
         as such pursuant to this  provision  will only be permissible if and to
         the extent  that  Section  422 of the Code,  as in effect  from time to
         time,  does not cause such  Statutory  Stock  Option to be treated as a
         non-statutory  stock  option  that  does not meet the  requirements  of
         Section 422 of the Code. As used in this Subsection, "immediate family"
         will mean, with respect to any person,  a spouse,  child,  stepchild or
         grandchild, and will include relationships arising from legal adoption.

(j)      No fractional  shares will be issued under the Plan. Only cash payments
         will be made in lieu of fractional shares.

(k)      Each EIX Company  will be liable for payment of cash due under the Plan
         with respect to any  Participant  to the extent that such  benefits are
         attributable  to  services   rendered  for  that  EIX  Company  by  the
         Participant. Any disputes related



                                       11
<PAGE>





         to liability of an EIX Company for cash payments will be resolved by 
         the Committee.

(l)      Future  services  shall not  constitute  payment  or part  payment  for
         previously unissued shares of Common Stock to be paid as a Plan Award.

(m)      Edison International may, in its discretion, repurchase shares received
         upon exercise of a Plan Award if requested by the Holder.

(n)      This Plan will be governed by the laws of the State of California.

3.6       Amendment and Termination of the Plan.

(a)      The Board will have the power, in its discretion, to amend, suspend, or
         terminate  the Plan at any time if, in the sole  judgment of the Board,
         such  action  is in the best  interests  of  Edison  International.  No
         amendment  will,   without  approval  of  the  shareholders  of  Edison
         International,   except  as  provided  in  Section  3.4  of  the  Plan,
         materially  increase the number of securities which may be issued under
         the Plan,  the maximum  individual  Plan Award,  or the duration of the
         Plan.

(b)      The  Administrator  may,  with  the  consent  of a  Holder,  make  such
         modifications in the terms and conditions of any Plan Award as it deems
         advisable or cancel the Plan 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 Plan Award  previously  granted under
         the Plan.

3.7       Termination of Employment.

(a)      The Administrator shall provide in the terms and conditions of any Plan
         Award  at the  time  of  grant  the  extent  to  which  termination  of
         employment,  or termination of service as a Director,  will shorten the
         period for exercising an Award.

(b)      In the event a Holder of a Plan  Award  ceases to be an  employee,  the
         Holder must have been a Participant for the entire incentive or vesting
         period  applicable  to the Plan Award in order to be  eligible  for the
         full amount of any such Plan Award.  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 Administrator may in its sole discretion determine, with respect to
         a Plan  Award,  that any Holder  who is on a leave of  absence  for any
         reason  will be  considered  as still in the employ of an EIX  Company,
         provided  that  rights to such  Plan  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  Administrator may vary the requirements of this Section 3.7 in the
         terms and  conditions  of a Plan  Award at the time of  grant,  or on a
         case-by-case basis



                                       12
<PAGE>





         thereafter,  as it  deems  appropriate  and  in the  best  interests of
         Edison International.   The Administrator may accelerate the vesting of
         all, or a portion of any Plan Award, and may extend the above-described
         exercise  periods  to as long as the term  provided  in the  terms  and
         conditions of the original Plan Award.

                                 4. DEFINITIONS.

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

"Administrator" is the Committee or the Board as determined under Article 3.

"Approval  Date" means April 16, 1998,  or such later date on which  shareholder
approval of the Plan occurs.

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

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

"Committee"  means those Directors on the Compensation  and Executive  Personnel
Committee of the Board who qualify as both  "non-employee  Directors" under Rule
16b-3 and "outside  Directors"  under Section 162(m) of the Code. The Board will
ensure at least two members are qualified to administer the Plan at all times.

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

"Director"  means a  non-employee  member  of the Board of  Directors  of an EIX
Company.

"Dividend  Equivalent"  means the  additional  amount of cash or Common Stock as
described in Section 2.6 of the Plan.

"EIX Company" means Edison International or the Edison  International  affiliate
that the  Participant  serves as an employee or Director.  For this purpose,  an
Edison International affiliate is any company during any period in which it is a
"subsidiary company" as that term is defined in Section 424(f) of the Code.

"Eligible  Person"  means  Directors,  Executive  Officers,  or  Key  Management
Employees of an EIX Company.

"Executive  Officer"  means an  executive  officer of Edison  International,  as
determined from time-to-time by Edison  International  pursuant to Section 16 of
the  Securities  Exchange Act of 1934,  as amended,  and may include one or more
individuals who are officers of other EIX Companies.

"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 a Plan Award.

"Key  Management  Employee"  means an officer or  management  employee of an EIX
Company  whose  participation  as such has been approved by the Committee or the
EIX Company and who has not been determined to be an Executive Officer of Edison



                                       13
<PAGE>





International  pursuant to Section 16 of the Securities Exchange Act of 1934, as
amended.

"Nonqualified  Stock  Option"  means an  option,  other than a  Statutory  Stock
Option, granted pursuant to Section 2.2 of the Plan.

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

"Participant" is an Eligible Person who has been granted a Plan Award.

"Performance  Award" means a Plan Award  granted  pursuant to Article 2.5 of the
Plan.

"Plan"  means the Equity  Compensation  Plan as set forth  herein,  which may be
amended from time-to-time.

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

"Pricing  Date"  means  the date  the Plan  Award  is  granted  except  that the
Administrator  may provide  that the Pricing  Date is the date the  recipient is
hired or promoted if the grant of the Plan Award  occurs  within 90 days of such
event.

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

"Statutory  Stock  Option"  means an option as defined  under Section 422 of the
Code granted pursuant to Section 2.3 of the Plan.

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

"Stock  Grant"  means an award  made in shares of  Common  Stock or Stock  Units
pursuant to Section 2.7 of the Plan.

"Stock  Payment"  means a payment  pursuant  to Section  2.8 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).


EDISON INTERNATIONAL



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