Southern California Edison Company

                            EXECUTIVE RETIREMENT PLAN






                         for Executives of Participating

                              EDISON INTERNATIONAL

                                    Companies




                              As Restated Effective

                                  April 1, 1999


<PAGE>


                                TABLE OF CONTENTS

PREAMBLE                                                              1
I.       DEFINITIONS                                                  1
II.      PARTICIPATION                                                3
         2.01         Eligibility                                     3
         2.02         Pre-1995 Participation                          3
III.     BENEFIT DETERMINATION AND VESTING                            3
         3.01         Overview                                        3
         3.02         Benefit Features                                3
         3.03         Benefit Computation                             4
         3.04         Vesting                                         4
         3.05         Benefit of Former Executives                    5
IV. RETIREMENT BENEFITS                                               5
         4.01         Forms of Benefit Payment                        5
         4.02         Interest                                        5
         4.03         Commencement of Payments                        6
V.       TERMINATION BENEFITS                                         6
VI.      SURVIVOR BENEFITS                                            6
         6.01         Overview                                        6
         6.02         Alternative Forms of Payment                    6
VII.     PAYMENT TERMS AND CONDITIONS                                 7
         7.01         Benefits Nonassignable                          7
         7.02  I      ncapacity                                       7
         7.03         Hardship                                        7
         7.04         No Fiduciary Relationship                       8
VIII.    TAXES                                                        8
         8.01         Taxes on Benefit Payments                       8
         8.02         Taxes on Benefit Accrual                        8
IX.      BENEFICIARY  8
X.       PLAN ADMINISTRATION                                          8
         10.01        Plan Interpretation                             8
         10.02        Day-to-Day Administration                       9
         10.03        Limited Liability                               9
XI.      AMENDMENT OR TERMINATION                                     9
         11.01        Authority to Amend or Terminate                 9
         11.02        Limitations                                     9
XII.     CLAIMS AND REVIEW PROCEDURES                                 9
         12.01        Right To Arbitration                            9
         12.02        Arbitration Procedures                          10
         12.03        Enforcement of Award and Fees                   10
XIII.    MISCELLANEOUS11
         13.01        Participation in Other Plans                    11
         13.02        Relationship to Qualified Plan                  11
         13.03        No Right to Employment                          11
         13.04        Forfeiture                                      11
         13.05        Benefits Unsecured                              12
         13.06        Validity and Applicable Law                     12
         13.07        Captions                                        12


<PAGE>


                       SOUTHERN CALIFORNIA EDISON COMPANY

                            EXECUTIVE RETIREMENT PLAN

                       As Amended Effective April 1, 1999

                                       I.
                                    PREAMBLE

The  purpose  of this Plan is to provide  supplemental  retirement  benefits  to
Participants  and surviving  spouses or other  designated  beneficiaries of such
Participants.

                                       II.
                                   DEFINITIONS

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

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

Affiliate  means Edison  International  or any corporation or entity which along
with Edison  International,  is a  component  member of a  "controlled  group of
corporations" within the meaning of Section 414(b) of the Code.

Base  Salary  means  the  annual  basic  rate  of pay as  fixed  by the  Company
(excluding  Incentive Awards,  special awards,  commissions,  severance pay, and
other non-regular forms of compensation).

Beneficiary means the person designated as such in accordance with Article IX of
the Plan.

Benefit  Feature  means one of the levels of benefit under the Plan as described
in Section 3.02(a).

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

Company means the Affiliate employing the Participant.

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.



                                       1
<PAGE>

Incentive  Award means the dollar  amount of  incentive  (bonus)  awarded by the
Company to the  Participant  pursuant to the terms of an annual  incentive award
plan.

Participant means a key employee of an Affiliate,  who (i) is a U.S. employee or
an expatriate and is based and paid in the U.S.,  (ii) has been designated as an
executive  by the  Administrator,  the  Company  Board  or the  Company  CEO for
purposes of the Plan,  and (iii)  qualifies as a member of the "select  group of
management or highly compensated employees" under the Employee Retirement Income
Security Act of 1974, as amended.

Plan means the Southern California Edison Company Executive Retirement Plan.

Qualified Plan means the Southern  California Edison Company Retirement Plan, or
a successor plan, intended to qualify under Section 401(a) of the Code.

Retirement  means separation from the Company upon attainment of at least age 55
with at least 5 Years of Service.

Senior Officer means (i) the CEO, President,  Executive Vice Presidents,  Senior
Vice   Presidents  and  elected  Vice  Presidents  of  the  Sponsor  and  Edison
International, (ii) any officer of other Affiliates who has been designated as a
Section 16 Officer by the Board of Directors of Edison International,  and (iii)
any other  Affiliate  employee  designated by the  Administrator  to be a Senior
Officer for purposes of the Plan.

Sponsor means the Southern California Edison Company.

Termination of Employment  means the voluntary or  involuntary  cessation of the
Participant's  employment  with the Company  for any reason  other than death or
Retirement.  Termination  of Employment  will not be deemed to have occurred for
purposes of this Plan if the  Participant  is  reemployed  by another  Affiliate
within 30 days of ceasing work with the Company.

Total Compensation means (i) for non-Senior Officer Participants, the annualized
average  Base  Salary  as fixed by the  Company  based on the  Participant's  36
highest  months of Base Salary,  and (ii) for Senior  Officers,  the  annualized
average of Base Salary plus Incentive  Award based on the 36 months in which the
Participant had the highest  combination of Base Salary and Incentive Award. The
36 months need not be  consecutive.  For purposes of determining  the highest 36
months for Senior Officers,  each of the  Participant's  annual Incentive Awards
will be spread evenly over the months worked in the years in which the Incentive
Awards were earned. In no event will Total  Compensation be less than the dollar
amount  determined  under the terms of the Plan in effect on March 31,  1999 for
Employees who were Participants on that date.


                                       2
<PAGE>

Year of Service means a calendar year in which the  Participant is credited with
1,000 or more hours of service with the Company  determined in  accordance  with
the terms of the Qualified Plan.

                                       II.
                                  PARTICIPATION

2.01     Eligibility

Individuals  are  eligible to  participate  in the Plan when they become  Senior
Officers or are designated as executives by the Administrator, the Company Board
or the Company CEO for  purposes  of this Plan.  Participation  in the Plan will
continue  as long as the  individual  remains a Senior  Officer or a  designated
executive (subject to any applicable Plan restrictions).

2.02     Pre-1995 Participation

Employees who were  Participants  in the Plan on December 31, 1994 will continue
to participate in the Plan as long as they remain designated as executives.

                                      III.
                        BENEFIT DETERMINATION AND VESTING

3.01     Overview

Benefits  under the Plan will be payable with respect to any vested  Participant
upon  Retirement  to the extent the benefit  payable under this Plan exceeds the
benefit payable under other specified plans as provided under Section 3.03(a).

3.02     Benefit Features

(a) The Plan provides a supplemental retirement benefit calculated in accordance
with Section 3.03 below. The Plan incorporates the following Benefit Features:

     (i) Recognition  of the amount of Base  Salary that is not  recognized  for
         purposes of calculating benefits under the Qualified Plan due to limits
         imposed by the Code under Sections 415(b) or 401(a)(17).

     (ii)Recognition  of deferred  salary that is not recognized for purposes of
         calculating benefits under the Qualified Plan.

     (iii) Recognition of Incentive  Awards that are not recognized for purposes
         of calculating benefits under the Qualified Plan.


                                       3
<PAGE>

     (iv)An additional 0.75% benefit accrual over that provided by the Qualified
         Plan is earned  for each Year of  Service  up to ten Years of  Service.
         Plan eligibility during those years is not required.

(b)  Senior  Officers  are  eligible  for  all  four  Benefit  Features.   Other
Participants are eligible for Benefit Features (i) and (ii) only.

(c)  Participants  in the Plan on December 31,  1994,  are eligible for all four
Benefit  Features as long as they remain  eligible to  participate  in the Plan,
unless they were participants in the Plan on December 31, 1992 and did not elect
to participate  in the Executive  Disability and Survivor  Benefit  Program,  in
which case they are not eligible for Benefit Feature (iv).

3.03 Benefit Computation

(a) The Sponsor will calculate the amount of any benefits payable under the Plan
for each  Participant at the time of the  Participant's  Retirement,  death,  or
termination  with a deferred vested benefit.  The amount payable under this Plan
will be that dollar amount  calculated  pursuant to Section 3.03(b),  reduced by
(i) the dollar  amount  payable  to the  Participant  (or  spouse or  contingent
annuitant)  under the terms of the Qualified  Plan, or other  Affiliate  defined
benefit  plan,  after  taking  into  account  any  applicable   restrictions  or
limitations as to such payments  required by the Code or other applicable law or
the terms of the Qualified Plan, or other applicable  Affiliate  defined benefit
plan,  and (ii) the  actuarial  single  life  annuity  value,  as defined in the
Qualified Plan, of the Participant's  Profit Sharing Account under the Sponsor's
Stock Savings Plus Plan, or successor plan.

(b) The  Participant's  Total  Compensation  will be used to  calculate  benefit
amounts  based on the  formulas  set forth in Section  4.02(a) of the  Qualified
Plan, including Subsection (1) but excluding Subsection (2), and Section 4.12(b)
of the Qualified Plan,  notwithstanding  the Participant's  eligibility for such
benefits under the terms of the Qualified  Plan. The initial  calculation of any
Plan benefits based on Total Compensation including Incentive Awards will assume
a target bonus for the final year of employment  subject to adjustment  based on
the actual  Incentive  Award made.  If the final  Incentive  Award is made after
benefits  under the Plan are paid or commenced  under the Plan, the benefit will
be recalculated from inception,  any increase to date will be paid in a one-time
adjustment to true-up payments  already made, and future payments,  if any, will
be adjusted  accordingly.  Any benefit decreases will be reflected in a one-time
adjustment  in the  account  balance  effective  with the payment  starting  the
following  January.  Notwithstanding  any  other  provision  of the  Plan to the
contrary,  a maximum of 35 Years of Service will be  recognized  for purposes of
the  benefit  determination  under  Section  4.02(a) of the  Qualified  Plan for
Participants whose initial eligibility date under the terms of the Plan is after
April 1, 1999.

3.04 Vesting

The right to receive  benefits under the Plan will vest when the Participant (i)
has completed five Years of Service with an Affiliate, (ii) is determined by the
Administrator


                                       4
<PAGE>

to be permanently  and totally  disabled  while  employed with an Affiliate,  or
(iii) dies while employed with an Affiliate.

3.05 Benefit of Former Executives

A vested Participant who remains employed with an Affiliate until Retirement but
is no longer a designated  executive  will retain a benefit in the Plan based on
the Participant's  Total Compensation and service determined as of the last date
of the  Participant's  eligible  status and reduced by the amounts  specified in
Section 3.03(a) determined upon the Participant's Retirement.

                                       IV.
                               RETIREMENT BENEFITS

4.01 Forms of Benefit Payment

(a) The normal form of benefit  payout  under this Plan is a joint and  survivor
annuity  which will  commence upon  Retirement  of the  Participant  and be paid
monthly for the lifetime of the Participant.  Upon the death of the Participant,
the survivor will be entitled to the benefits payments described in Article VI.

(b) If, at least 90 days prior to his or her Retirement,  the Participant elects
an alternative form of payout,  upon Retirement by the Participant (either early
or normal Retirement),  the value of his or her benefits payable under this Plan
as of the  date  of  Retirement  will  be  paid  in the  manner  elected  by the
Participant  in (i) a  single  lump-sum  payment  calculated  using  the rate of
interest  determined  pursuant  to Section  4.02,  and based upon the 1983 Group
Annuity Mortality actuarial tables, (ii) in monthly  installments (of principal,
plus interest) over a period of 60 months, or (iii) in monthly  installments (of
principal, plus interest) over a period of 120 months.

(c) If a Participant  elects a payout in monthly  installments of principal plus
interest  over a period of 60 months or 120  months,  monthly  payments  will be
calculated  in such a way that equal  monthly  payments on the first day of each
month for the  remainder  of the payout  period  with  interest  would bring the
balance  to zero by the end of that  period.  The  account  will be  reamortized
annually  effective  January 1st based on the December 31st account  balance and
the revised interest rate as determined pursuant to Section 4.02.

4.02  Interest

The annual  reamortization  of payments  described  in Section  4.01(c)  will be
determined  using a monthly rate of interest that is  one-twelfth of the average
Moody's  Corporate  Bond Yield for Aa Public Utility Bonds for the twelve months
preceding  November 1st of the prior year.  This interest rate  determined on an
annualized basis will also be used to calculate  starting balances and lump sums
for purposes of Section 4.01(b).


                                       5
<PAGE>

4.03  Commencement of Payments

Payments  under this Plan on account of  Retirement  will be paid in full if the
lump-sum option is chosen, or will begin to be paid in monthly installments,  if
a  monthly  payment  option is  chosen,  within 30 days of the date on which the
Participant  retires,  or as  soon  thereafter  as  practicable.  To the  extent
reasonably practicable,  monthly payments under this Plan will be made at a time
coincident with the payment of benefits under the Qualified Plan.

                                       V.
                              TERMINATION BENEFITS

If the  Participant  terminates his or her employment  with the Company prior to
Retirement (either early or normal),  but with a deferred vested interest in the
Plan,  benefits will be payable under this Plan reduced by the amounts specified
in Section 3.03(a)  determined as of the benefit  commencement  date adjusted to
reflect any distributions  from the  Participant's  Profit Sharing Account under
the Sponsor's  Stock Savings Plus Plan, or successor  plan,  that occurred since
the employment  termination date in a manner consistent with the Qualified Plan.
If the vested  individual was not a designated  executive at the time employment
was  terminated,   the  Plan  benefit  determined  before  the  Section  3.03(a)
reductions will be based on the  Participant's  Total  Compensation  and service
determined  as of the last  date of the  Participant's  status  as a  designated
executive.  Notwithstanding any other provision in the Plan to the contrary, any
benefits  payable under this Plan due to Termination of Employment  will be paid
as an annuity only,  beginning at age 55 and calculated as of the  Participant's
Normal Retirement Age under the Qualified Plan,  reduced by the early retirement
factors  applicable to vested  terminees  under the Qualified  Plan. A joint and
survivor  annuity will be the normal form of benefit.  The Participant may elect
another annuity option  available under the Qualified Plan,  subject to the same
terms and  conditions  as would  apply to such an election  under the  Qualified
Plan.

                                       VI.
                                SURVIVOR BENEFITS

6.01  Overview

In addition to the amount payable hereunder to a retired Participant,  this Plan
will pay a benefit,  similarly computed, to an eligible surviving spouse or to a
contingent annuitant under the "Spouse's Pension", the "Pre-retirement  Survivor
Annuity  Option",  or  the  "Contingent  Annuitant  Option"  provisions  of  the
Qualified Plan if such spouse's pension,  survivor annuity or contingent annuity
is reduced or limited as required by  currently  applicable  law or the terms of
the Qualified Plan.

6.02 Alternative Forms of Payment

(a) Upon the death of a  Participant  who has  elected  an  alternative  form of
benefit  payment under the Plan prior to the receipt of the full amount credited
to his or her  account,  the balance of the account  will be paid in  accordance
with the Participant's previously elected method of payment to the Participant's
designated beneficiary or


                                       6
<PAGE>

beneficiaries,  as provided  herein,  over the  remainder of the elected  payout
period until the full amount has been paid.

(b) If the 60 or 120 month payout options have been chosen, and if no designated
beneficiary  or  beneficiaries  survive  the  Participant,  or  if a  designated
beneficiary dies before the balance of the account has been paid, the balance of
the account of the Participant or of the designated  beneficiary will be paid in
one  lump-sum  payment  to  the  estate  of  the  Participant  if no  designated
beneficiaries  survive him or her, or if such designated  beneficiaries  survive
the Participant,  to the estate of whomever was last receiving benefit payments,
as  soon  as  practicable   following  the   Participant's   or  the  designated
beneficiary's death.

(c) If the Participant dies while an active  Employee,  and a benefit is payable
under the Plan, the designated beneficiary or beneficiaries, or if no designated
beneficiaries  survive the Participant,  the Participant's estate may select any
of the benefit payout options described in Section 4.01(b).

                                       VII
                          PAYMENT TERMS AND CONDITIONS

7.01  Benefits Nonassignable

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

7.02  Incapacity

If any person  entitled  to  payments  under this Plan is, in the opinion of the
Administrator or its designee,  incapacitated and unable to use such payments in
his or her own best interest,  the Administrator or its designee may direct that
payments  (or  any  portion)  be  made  to  that  person's   legal  guardian  or
conservator, or that person's spouse, as an alternative to payment to the person
unable to use the  payments.  The  Administrator  or its  designee  will have no
obligation  to  supervise  the  use  of  such  payments,   and   court-appointed
guardianship or conservatorship may be required.

7.03  Hardship

Upon written  application made to the  Administrator,  the Participant or his or
her designated  beneficiary or  beneficiaries  may request  payment in some form
other than the method of payment originally elected. Such request must establish
to  the  satisfaction  of  the   Administrator  or  its  designee  that  special
circumstances,  such as Financial Hardship, exist which require such a variation
in payment. The Administrator,


                                       7
<PAGE>

or its  designee,  will  exercise  sole  discretion in allowing or refusing such
requests, and the decision of the Administrator or its designee on such requests
will be final.

7.04  No Fiduciary Relationship

Nothing  contained  in this Plan,  and no action  taken  pursuant  to any of its
provisions,  will  create or be  construed  to create a trust of any kind,  or a
fiduciary  relationship,  between the Company or Sponsor and the Participant,  a
designated  beneficiary,  or any other beneficiaries of the Participant,  or any
other person. To the extent that any person acquires a right to receive payments
from the Company under the provisions hereof, such right will be no greater than
the right of any unsecured general creditor of the Company.

                                      VIII.
                                      TAXES

8.01  Taxes on Benefit Payments

Any amounts paid under this Plan on account of termination, Retirement, death or
hardship  (pursuant to Section 11) will be subject to any income tax withholding
or other deductions as may be required by federal, state, or local law.

8.02  Taxes on Benefit Accrual

A Participant's annual benefit accrual may be subject to federal, state or local
payroll taxes. Such taxes will be withheld from the Participant's  salary as may
be required by federal, state or local law.
                                       IX.
                                   BENEFICIARY

At the time the  Eligible  Employee  elects his or her payout  method under this
Plan, he or she shall designate a beneficiary or beneficiaries.  The designation
may be changed at any time by the Eligible Employee;  however,  the consent of a
spouse may be required.

                                       X.
                               PLAN ADMINISTRATION

10.01  Plan Interpretation

The Administrator (either directly or through its designees) will have power and
authority to interpret,  construe,  and administer this Plan; provided that, its
authority to interpret  this Plan will not cause its decisions in this regard to
be entitled to a deferential standard of review in the event that an Participant
or  beneficiary  seeks  review of the  Administrator's  decision as described in
Article XII.


                                       8
<PAGE>

10.02  Day-to-Day Administration

Day to day administration of the Plan has been delegated by the Administrator to
the Sponsor, under the direction of the officer responsible for Human Resources,
or such other  individuals  as may be  authorized  by him or her to perform such
duties.  Such  administration  will include the power to interpret  the Plan and
make such  equitable  adjustments as may be necessary to effectuate the purposes
thereof.

10.03  Limited Liability

Neither the Administrator,  nor any of its members or designees,  will be liable
to  any  person  for  any  action  taken  or  omitted  in  connection  with  the
interpretation and administration of this Plan.

                                       XI.
                            AMENDMENT OR TERMINATION

11.01  Authority to Amend or Terminate

The Administrator will have full power and authority to prospectively  modify or
terminate this Plan, and the Administrator's interpretations,  constructions and
actions,  including any valuation of the Participant's  account or benefits,  or
the  amount  or  recipient  of the  payment  to be  made,  will be  binding  and
conclusive  on  all  persons  for  all  purposes.  Absent  the  consent  of  the
Participant,  however,  the Administrator will in no event have any authority to
modify this section. However, no such amendment or termination will apply to any
person who has then qualified for or is receiving benefits under this Plan.

11.02  Limitations

In the  event  of  Plan  amendment  or  termination  which  has  the  effect  of
eliminating or reducing a benefit under the Plan, the benefit payable on account
of a retired  Participant or survivor or other beneficiary will not be impaired,
and the  benefits  of other  Participants  will not be less than the  benefit to
which each such  Participant  would have been  entitled if he or she had retired
immediately prior to such amendment or termination.

                                      XII.
                          CLAIMS AND REVIEW PROCEDURES

12.01  Right To Arbitration

Because it is agreed that time will be of the essence in determining whether any
payments are due to an Participant or his or her beneficiary under this Plan, an
Participant  or  beneficiary  may,  if he or she  desires,  submit any claim for
payment under this 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


                                       9
<PAGE>

the Participant or beneficiary, and the Participant or beneficiary may choose in
lieu  thereof  to  bring  an  action  in an  appropriate  civil  court.  Once an
arbitration is commenced, however, it may not be discontinued without the mutual
consent  of  both  parties  to  the  arbitration.  During  the  lifetime  of the
Participant  only he or she can use the arbitration  procedure set forth in this
section.

12.02  Arbitration Procedures

(a) Any claim for arbitration may be submitted as follows:  if an Participant or
beneficiary  has submitted a request to be paid under this Plan and the claim is
finally  denied by the  Sponsor in whole or in part,  such 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 Sponsor. 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 Sponsor will select
one of the five  arbitrators as the  arbitrator for the dispute in question.  If
the Sponsor 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.

(b)  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 the  Participant or
beneficiary and the Sponsor.  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.

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

12.03  Enforcement of Award and Fees

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


                                       10
<PAGE>

including stenographic reporter, if 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  the  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 Sponsor.

                                      XIII.
                                  MISCELLANEOUS

13.01  Participation in Other Plans

The  Participant  will  continue to be entitled to  participate  in all employee
benefit  programs  of the  Company  as may,  from  time to time,  be in  effect.
However, Total Compensation  includable under this Plan will be deemed salary or
other  compensation  to the  Participant  for the purpose of computing  benefits
under this Plan only,  and will be used only under this Plan to calculate  those
benefits  to which  the  Participant  would  otherwise  be  entitled  under  the
Qualified  Plan if such  Total  Compensation  could  have been  included  in the
determination of benefits under that Plan.

13.02  Relationship to Qualified Plan

This Plan will to the full extent  possible  under  currently  applicable law be
administered in accordance with, and where practicable according to the terms of
the Qualified Plan.  Notwithstanding the foregoing, the terms of this Plan shall
control  benefits  payable  under this Plan  whenever the terms of the Qualified
Plan differ from this Plan.

13.03  No Right to Employment

Nothing  contained  herein will be construed as conferring  upon the Participant
the right to continue in the employ of the  Company,  in any  particular  salary
grade, or in any other capacity.  If the Participant ceases to be an Participant
in the Plan but  remains  in the employ of the  Company,  any  benefits  due the
Participant  under the Plan  will not be  payable  until  such time as he or she
retires,  or ceases to be an employee of the  Company,  and then only subject to
the terms and conditions contained in this Plan.

13.04  Forfeiture

The  payments to be made  pursuant to the Plan require the  Participant,  for so
long as the Participant  remains in the active employ of the Company,  to devote
substantially  all of his or her time,  skill,  diligence  and  attention to the
business  of the  Company,  and  not to  actively  engage,  either  directly  or
indirectly,  in any business or other activity  adverse to the best interests of
the business of the Company. In addition,  the Participant will remain available
during  Retirement for  consultation in any matter related to the affairs of the
Company.  Any breach of these  conditions will result in complete  forfeiture of
any further benefits under the Plan. If the Participant will fail to observe any
of the above  conditions,  or if he or she will be discharged by the Company for
malfeasance or willful neglect of duty, then in any of said events, the payments
under this Plan will not be paid,  and the Sponsor and the Company  will have no
further liability therefor.


                                       11
<PAGE>

13.05  Benefits Unsecured

All Plan  benefits  will be unsecured  and will be paid in cash from the general
funds of the Company.  No special or separate  fund will be  established  and no
other  segregation  of assets will be made to assure the payment of any benefits
hereunder.  No person will have by virtue of the  provisions  of this Plan,  any
interest in such  assets.  In the event  that,  in its  discretion,  the Company
purchases an insurance  policy or policies  insuring the life of the Participant
to allow the Company to recover, in whole, or in part, the cost of providing the
benefits  hereunder,  neither the Participant,  the survivor or other designated
beneficiary(ies)  nor any  other  beneficiary  will have any  rights  whatsoever
therein;  the Company  will be the sole owner and  beneficiary  thereof and will
possess and may exercise all incidents of ownership therein.

13.06  Validity and Applicable Law

f any of the provisions of this Plan will be held invalid, or be held to violate
any law, the remainder of this Plan will not be affected thereby and will remain
in full force and effect. This Plan will be governed by the laws of the State of
California.

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

                       SOUTHERN CALIFORNIA EDISON COMPANY


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