EIX Executive Deferred Compensation Plan
                                                  As Amended January 1, 1998







                              EDISON INTERNATIONAL

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                           As Amended January 1, 1998




<PAGE>




ARTICLE 1 DEFINITIONS.................................................1


ARTICLE 2 PARTICIPATION...............................................4

         2.1  Commencement............................................4
         2.2  Annual Deferral.........................................5
         2.3  Continuation of Participation...........................5

ARTICLE 3 EMPLOYEE DEFERRALS..........................................6

         3.1  Participation Election..................................6
         3.2  Alternative Exercise of Qualifying Awards...............6
         3.3  Deferral of Special Awards..............................7
         3.5  Benefit Adjustment......................................7
         3.6  Vesting.................................................7

ARTICLE 4 MATCHING CREDITS............................................8

         4.1  Amount..................................................8
         4.2  Vesting.................................................8

ARTICLE 5 DEFERRAL ACCOUNTS...........................................8

         5.1  Deferral Accounts.......................................8
         5.2  Timing of Credits.......................................8

ARTICLE 6 RETIREMENT BENEFITS.........................................9

         6.1  Amount..................................................9
         6.2  Form of Retirement Benefits.............................9
         6.3  Commencement of Benefits................................9
         6.4  Small Benefit Exception.................................9

ARTICLE 7 TERMINATION BENEFITS.......................................10

         7.1  Amount.................................................10
         7.2  Form of Termination Benefits...........................10

ARTICLE 8 SURVIVOR BENEFITS..........................................10

         8.1  Pre-Retirement Survivor Benefit........................10
         8.2  Post-Retirement Survivor Benefit.......................10
         8.3  Post-Termination Survivor Benefit......................11
         8.4  Changing Form of Benefit...............................11
         8.5  Small Benefit Exception................................11

ARTICLE 9 DISABILITY.................................................11


ARTICLE 10 CHANGE OF CONTROL.........................................11




<PAGE>




ARTICLE 11 SCHEDULED AND UNSCHEDULED WITHDRAWALS.....................11

         11.1  Scheduled Withdrawals.................................11
         11.2  Unscheduled Withdrawals...............................12

ARTICLE 12 CONDITIONS RELATED TO BENEFITS............................13

         12.1  Nonassignability......................................13
         12.2  Financial Hardship Distribution.......................13
         12.3  No Right to Assets....................................13
         12.4  Protective Provisions.................................13
         12.5  Withholding...........................................13

ARTICLE 13 PLAN ADMINISTRATION.......................................14


ARTICLE 14 BENEFICIARY DESIGNATION...................................14


ARTICLE 15 AMENDMENT OR TERMINATION OF PLAN..........................14

         15.1  Amendment of Plan.....................................14
         15.2  Termination of Plan...................................15
         15.3  Amendment or Termination After Change of Control......15
         15.4  Exercise of Power to Amend or Terminate...............15
         15.5  Constructive Receipt Termination......................15

ARTICLE 16 CLAIMS AND REVIEW PROCEDURES..............................15

         16.1 Claims Procedure.......................................15
         16.2 Review Procedure.......................................16
         16.3 Dispute Arbitration....................................16

ARTICLE 17 MISCELLANEOUS.............................................18

         17.1  Successors............................................18
         17.2  ERISA Plan............................................18
         17.3  Trust.................................................18
         17.4  Employment Not Guaranteed.............................18
         17.5  Gender, Singular and Plural...........................18
         17.6  Captions..............................................18
         17.7  Validity..............................................18
         17.8  Waiver of Breach......................................19
         17.9  Applicable Law........................................19
         17.10  Notice...............................................19


<PAGE>





                              EDISON INTERNATIONAL

                      EXECUTIVE DEFERRED COMPENSATION PLAN


                           As Amended January 1, 1998





                                    PREAMBLE



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


                                    ARTICLE 1
                                   DEFINITIONS

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

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

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

Alternative  Exercise  means the  exercise  of all or a portion of a  Qualifying
Award in exchange for an amount equal to the gain that would otherwise have been
realized by the Participant being credited under this Plan.

Alternative  Exercise  Agreement means an agreement  entered into between Edison
International  and an Eligible Employee in accordance with Article 2 pursuant to
which the Eligible  Employee  elects to defer under this Plan the gain resulting
from any subsequent exercise of the Qualifying Award.




<PAGE 1>


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

Base Salary means the  Participant's  annual basic rate of pay from the Employer
(excluding  Bonus,  special  awards,  commissions,   severance  pay,  and  other
non-regular  forms of  compensation)  before  reductions for deferrals under the
Plan or the SSPP.

Beneficiary  means  the  person  or  persons  or  entity  designated  as such in
accordance with Article 14 of the Plan.

Bonus means the amount paid in cash to the  Participant  by the  Employer in the
form of an annual  incentive  award before  reductions  for deferrals  under the
Plan.

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

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

Compensation  means the sum of the  Participant's  Base  Salary  and Bonus for a
calendar year before deferral under this Plan or the SSPP.

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

Deferral  Account  means the notional  account  established  for record  keeping
purposes for a Participant pursuant to Article 5 of the Plan.


<PAGE 2>


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

Disability  means the  permanent  and total  disability  of the  Participant  as
determined by the Employer.

EIX means Edison International.

Eligible  Employee  means  a key  employee  of an  Affiliate,  who (i) is a U.S.
employee or an expatriate who is based and paid in the U.S.,  (ii) is designated
by the  Administrator  as eligible to  participate  in the Plan  (subject to the
restriction  in Sections  10.2 and 12.2 of the Plan),  and (iii)  qualifies as a
member of the "select group of management or highly compensated employees" under
ERISA.

Employer means the Affiliate employing the Participant.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Excess SSPP shall mean the amount of Base Salary  deferred  under Section 3.5 of
the Plan.

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

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

Matching  Credit means the credit added to the  Participant's  Deferral  Account
under Article 4.

Matching  Base means (i) the amount of the Primary  Salary  Deferral or (ii) the
difference between the Participant's Base Salary and the Code Section 401(a)(17)
compensation  limit,  or (iii) the  difference  between the  Participant's  Base
Salary and the Code 402(g) limitation divided by 0.06, whichever is greater.

Participant  means an Eligible  Employee who has elected to participate  and has
completed a Participation Election or Alternative Exercise Agreement pursuant to
Article 2 of the Plan.

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

Plan means the EIX Executive Deferred Compensation Plan.

Primary Salary  Deferral means the amount  deferred from Base Salary that is not
Excess SSPP. The Primary Salary  Deferral is subtracted  from Base Salary before
SSPP Contributions and Excess SSPP deferrals are calculated.



<PAGE 3>


Qualifying  Award means an award granted to an Eligible  Employee  under the EIX
Management  Long-Term  Incentive  Compensation  Plan, the EIX Officer  Long-Term
Incentive  Compensation Plan or the EIX Equity  Compensation Plan, other than an
EIX  nonqualified  stock  option,  and evidenced in writing that provides (or is
amended to provide)  that the award may be  Alternatively  Exercised  under this
Plan; provided, however, that an award will not be a Qualifying Award if it will
expire, by its terms, before the end of the six-month period commencing with the
date that the Alternative Exercise Agreement is submitted to and received by the
Administrator.

Retirement means a separation from service under terms constituting a retirement
for  purposes  of  the  nonqualified  executive  retirement  plan  covering  the
Participant.

Scheduled  Withdrawal  means a  distribution  of all or a portion  of the vested
amount of deferrals and earnings credited to the Participant's  Deferral Account
as elected by the  Participant  pursuant to the  provisions of Article 11 of the
Plan.

SSPP means the Southern  California  Edison  Company  Stock Savings Plus Plan as
amended from time-to-time.

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

Termination of Employment  means the voluntary or  involuntary  cessation of the
Participant's  employment  with the  Employer 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 an Affiliate within 30
days of ceasing work with the Employer.

Unscheduled  Withdrawal  means a distribution  of all or a portion of the vested
amount and earnings credited to the Participant's  Deferral Account as requested
by the Participant pursuant to the provisions of Article 11 of the Plan.

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

Vesting means the Participant's  right to receive any amount deferred,  Matching
Credits, and/or earnings thereon as provided in Article 4.


                                    ARTICLE 2
                                  PARTICIPATION


2.1  Commencement

(a) Salary and Bonus. An Eligible Employee will become a Participant in the Plan
on the  first  day of the  calendar  year or the  first  day of the  pay  period
coincident  with or next  following  the date the  employee  became an  Eligible
Employee,  provided the Eligible  Employee has submitted to the  Administrator a
Participation Election prior to





<PAGE 4>

that date.  Except for employees who become newly  eligible  during the calendar
year, the Participation  Election must be submitted to the Administrator  during
the enrollment period designated by the Administrator which will always be prior
to the commencement of the calendar year.

(b) Qualifying Awards. An Eligible Employee may also become a Participant in the
Plan by  electing to  alternatively  exercise  all or a portion of a  Qualifying
Award as provided in Section 3.2.


2.2  Annual Deferral

Subject to the  restrictions in Article 3, the Eligible  Employee will designate
his or her Annual  Deferral for the covered  calendar year on the  Participation
Election.


2.3  Continuation of Participation

A  Participant  may not elect to defer  Compensation  under the Plan  unless the
Participant is an Eligible Employee for the calendar year for which the election
is made. Once a Deferral  Account balance has been  established,  the individual
will continue as a Participant in the Plan until the Participant no longer has a
Deferral  Account  balance under the Plan.  In the event a Participant  is later
employed by an affiliated  company that does not  participate  in the Plan,  the
Participant's Annual Deferral will cease, and the Participant's Deferral Account
will remain in effect until such time as the benefits are distributed as elected
on the Participant's last valid Participation  Election or Alternative  Exercise
Agreement.



                                    ARTICLE 3
                               EMPLOYEE DEFERRALS


3.1  Participation Election

(a) Annual  Deferral.  Eligible  Employees may elect to make an Annual  Deferral
under the Plan by  submitting a  Participation  Election  during the  applicable
enrollment  period.  The  Participant  may  designate  a  specified  amount or a
percentage  of Base  Salary to be  deferred as a Primary  Salary  Deferral.  The
Participant  may  designate  a  specified  amount,  a  percentage,  or  a  whole
percentage  in  excess  of a  specified  amount  of  Bonus to be  deferred.  The
Participant  may also  designate a percentage  rate, up to the maximum  deferral
rate  permitted  under the SSPP,  at which to defer  additional  amounts of Base
Salary as Excess  SSPP once the  limits of SSPP  contributions  are  reached  as
provided in Section 3.5. Once made, this Participation Election will continue to
apply for  subsequent  Deferral  Periods  unless the  Participant  submits a new
Participation  Election form during a subsequent  enrollment period changing the
deferral amount or revoking the existing election. A Participation  Election may
be revoked by the Participant upon 30 days written notice to the  Administrator;
however,  such  Participant  will be ineligible to make an Annual Deferral under
the Plan for the following calendar year.

<page 5>

(b)  Minimum  Annual  Deferral.  The  minimum  amount of Base Salary that may be
designated as Primary  Salary  Deferral is $2,000.  The minimum  amount of Bonus
that may be designated for deferral is $2,000.
There is no minimum percentage.

(c) Maximum  Annual  Deferral.  The maximum  Primary  Salary  Deferral from Base
Salary for a calendar  year is 75% of Base  Salary.  The maximum  deferral  from
Bonus for a calendar year is 100% of the Bonus.


3.2  Alternative Exercise of Qualifying Awards

(a) Form of  Agreement.  Eligible  Employees  may elect to defer gains on future
exercises  of  Qualified  Awards by  completing  and  executing  an  Alternative
Exercise Agreement and submitting it to the  Administrator.  Such an election is
irrevocable.  The Alternative Exercise Agreement must specify the portion of the
Qualifying  Award that the Participant  will  alternatively  exercise under this
Plan.  Acting  through any of its  officers,  EIX will  execute the  Alternative
Exercise  Agreement  and  return  a copy  to  the  Participant.  Subject  to the
limitations  of  Section  5.2(b),  the  Qualifying  Award  may be  exercised  by
submitting  a  notice  of  Alternative  Exercise  on the  form  approved  by the
Administrator for that purpose.

(b) Limited  Ability to Exercise  Qualifying  Award.  Any  Qualifying  Award (or
portion thereof) which is subject to an Alternative  Exercise  Agreement may not
be  exercised  at all  during  the  six-month  period  following  the  date  the
Administrator  receives the Participant's  Alternative Exercise Agreement.  Upon
any  exercise  thereafter,  gains will be  credited as  provided  under  Section
5.2(c). The Qualifying Award remains subject to all applicable limitations as to
the time or times  during which it may be exercised as provided in the terms and
conditions of the Qualifying Award.

(c) Termination of Alternative Exercise Agreements.  If, prior to the end of the
six-month  period  described  above,  (i) a  Participant's  employment  with the
Company  (including any Subsidiary) is terminated,  or (ii) unless the Committee
otherwise  provides,  a  Change  of  Control  event  occurs,  the  Participant's
Alternative  Exercise  Agreement will terminate and the related Qualifying Award
may then be  exercised  in  accordance  with the  terms  and  conditions  of the
Qualifying Award without regard to the Alternative Exercise provisions.

(d) Other Terms of Alternative  Exercise  Agreements.  No  Alternative  Exercise
Agreement  will have the effect of extending the term or otherwise  changing the
terms of any  Qualifying  Award  (except  as  expressly  contemplated  hereby in
respect of the consequences of exercise).  No Alternative Exercise Agreement may
be amended or terminated except as specifically provided herein.


3.3  Deferral of Special Awards

At the  discretion of the  Employer,  up to 100% of any special award made to an
Employee for employment,  retention,  recognition,  achievement,  retirement, or
severance may be deferred  under this Plan subject to any  additional  terms and
conditions the Employer may impose.



<page 6>

3.5  Excess SSPP

Notwithstanding  the above maximum deferral limits, the Participant may elect to
defer the  receipt  of  additional  amounts  of Base  Salary  calculated  by the
Administrator  that would have been  contributed  to the SSPP but for the limits
upon SSPP contributions and benefits established by Sections 401(a)(17),  402(g)
and 415 of the Code. Such amounts will be credited to the Participant's Deferral
Account.


3.6  Vesting

The Participant's  right to receive  Compensation  deferred under this Article 3
and any earnings thereon will be 100% vested at all times.  Notwithstanding  the
foregoing, any special award deferred under Section 3.3 and any earnings thereon
may be subject to vesting terms.


                                    ARTICLE 4
                                MATCHING CREDITS


4.1  Amount

Matching  Credits  will be added by the Employer to the  Participant's  Deferral
Account  under this Plan  equal to (i)  one-half  of the  amount of Base  Salary
deferred under the Plan up to a maximum base salary  Matching Credit equal to 3%
of the  Participant's  Matching Base,  plus (ii) one-half of the amount of Bonus
deferred under the Plan up to a maximum bonus Matching Credit equal to 3% of the
Bonus.


4.2  Vesting

The  Participant's  Matching  Credits and earnings thereon for any calendar year
will vest when the  Participant  has  completed  five years of  service  with an
Affiliate, or upon the death, Retirement or Disability of the Participant.


                                    ARTICLE 5
                                DEFERRAL ACCOUNTS


5.1  Deferral Accounts

Solely for record keeping purposes,  the Administrator  will maintain a Deferral
Account for each Participant  with such subaccounts as the  Administrator or its
record keeper find necessary or convenient in the administration of the Plan.


5.2  Timing of Credits

(a) Annual Deferrals.  The Administrator will credit to the Deferral Account the
Annual  Deferrals under Article 3 at the time the deferrals would otherwise have
been paid to the Participant but for the Participation Election.

(b) Matching  Credits.  Until vested,  Matching  Credits under Article 4 will be
conditionally  credited  to the  Deferral  Account at the same time the  related
deferrals are credited to the Deferral Account.

<page 7>

(c) Qualifying Award Gains. As of the Alternative  Exercise date of a Qualifying
Award, a Participant's Deferral Account will be credited with an amount equal to
the gain that would have been  realized by the  Participant  had the  Qualifying
Award been exercised without regard to the Alternative Exercise Agreement.

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

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


                                    ARTICLE 6
                               RETIREMENT BENEFITS


6.1  Amount

Upon Retirement,  the Employer will pay to the Participant a retirement  benefit
in the form  provided  in Section  6.2,  based on the  balance  of the  Deferral
Account as of the Valuation  Date in  accordance  with the  Participant's  prior
elections.  If paid as a lump sum, the  retirement  benefit will be equal to the
Deferral Account balance. If paid in installments, the installments will be paid
in amounts  that will  amortize  the  Deferral  Account  balance  with  interest
credited at the Crediting  Rate over the period of time benefits are to be paid.
For purposes of calculating installments, the Deferral Account will be valued as
of December 31 each year, and the subsequent  installments  will be adjusted for
the next calendar year according to procedures established by the Administrator.


6.2  Form of Retirement Benefits

The  Participant  may elect on the  Participation  Election and the  Alternative
Exercise Agreement to have the retirement benefit paid:

       (i)    In a lump sum,

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

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

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


6.3  Commencement of Benefits

Payments will commence within 60 days after the date of Retirement.

<page 8>

6.4  Small Benefit Exception

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

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

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



<PAGE 9>



                                    ARTICLE 7
                              TERMINATION BENEFITS


7.1  Amount
No later than 60 days after Termination of Employment,  the  Administrator  will
pay to the Participant a termination  benefit equal to the vested balance of the
Deferral  Account as of the Valuation  Date, or will commence  installments,  as
provided in Section 7.2.


7.2  Form of Termination Benefits

The Administrator will pay the termination  benefits in a single lump sum unless
the  Participant  has  previously  elected  payment  to be made in three  annual
installments.  Installments paid under this Section 7.2 will include interest at
the Index Rate and will be redetermined  annually to reflect adjustments in that
rate. Notwithstanding the foregoing, any Termination for Cause will result in an
immediate lump sum payout.


                                    ARTICLE 8
                                SURVIVOR BENEFITS


8.1  Pre-Retirement Survivor Benefit

If  the  Participant  dies  while  actively   employed  by  an  Affiliate,   the
Administrator will pay a lump sum or commence monthly installments in accordance
with the  Participant's  prior election  within 60 days after the  Participant's
death.  The  payment(s)  will be based  on the  Participant's  Deferral  Account
balance as of the Valuation Date;  provided  however,  that if the Participant's
death occurs within ten years of (i) his or her initial Plan participation date,
or (ii) January 1, 1995,  whichever is later, then the Beneficiary's  payment(s)
will be based on twice the  Participant's  Deferral  Account  balance  as of the
Valuation  Date.  Notwithstanding  the  foregoing,  the portion of the  Deferral
Account balance  attributable to Alternative  Exercises of Qualifying Awards and
related earnings will not be doubled.


8.2  Post-Retirement Survivor Benefit

If the Participant  dies after  Retirement,  the  Administrator  will pay to the
Participant's  Beneficiary an amount equal to the remaining  benefits payable to
the Participant under the Plan over the same period the benefits would have been
paid to the Participant;  provided however,  if the  Participant's  death occurs
within ten years of (i) his or her  initial  Plan  participation  date,  or (ii)
January 1, 1995,  whichever is later, then the 

<page 9>

Beneficiary's  death benefit will be based on twice the  Participant's  Deferral
Account balance as of the Valuation  Date.  Notwithstanding  the foregoing,  the
portion of the Deferral Account balance attributable to Alternative Exercises of
Qualifying Awards and related earnings will not be doubled.


8.3  Post-Termination Survivor Benefit

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


8.4  Changing Form of Benefit

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


8.5  Small Benefit Exception

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

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

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


                                    ARTICLE 9
                                   DISABILITY

Upon determination that a Participant has suffered a Disability, deferrals under
the  Plan  will  cease.  The  Administrator  will  pay  Plan  benefits  upon the
Participant's Retirement or death according to the Participant's prior election.


                                   ARTICLE 10
                                CHANGE OF CONTROL

Within two years after a Change of Control,  any  Participant  or Beneficiary in
the  case  of an  Edison  International  Change  of  Control,  or  the  affected
Participants or Beneficiaries in the case of an Employer Change of Control,  may
elect to receive a distribution  of the balance of the Deferral  Account.  There
will be a penalty  deducted  from the  Deferral  Account  prior to  distribution
pursuant  to this  Article 10 equal to 5% of the total  balance of the  Deferral
Account (instead of the 10% reduction  otherwise  provided for in Section 11.2).
If a Participant  elects such a withdrawal,  any on-going  Annual  Deferral will
cease,  and the Participant may not again be designated as an Eligible  Employee
until  one  entire  calendar  year  following  the  calendar  year in which  the
withdrawal was made has elapsed.


<page 10>

                                   ARTICLE 11
                      SCHEDULED AND UNSCHEDULED WITHDRAWALS


11.1  Scheduled Withdrawals

(a)  Election.  When  submitting  a  Participation  Election  or an  Alternative
Exercise  Agreement,  a  Participant  may elect to receive a  distribution  of a
specific  dollar  amount or a percentage  of the Annual  Deferral or  Qualifying
Award gain deferral that will  subsequently  be made at a specified  year in the
future when the  Participant  will still be an active  employee.  In the case of
Annual  Deferrals,  the  election  must be made  on an  In-Service  Distribution
Election Form and submitted concurrently with the Participation Election. In the
case of Qualifying Awards, the election must be made on the Alternative Exercise
Agreement  at the  time it is  initially  submitted  to the  Administrator.  The
election  of a  Scheduled  Withdrawal  will only apply to the  Annual  Deferral,
Matching Credits and related earnings for that Deferral Period, or the Qualified
Award gain specified on the Alternative Exercise Agreement and related earnings.

(b)  Timing  and  Form of  Withdrawal.  The  year  specified  for the  Scheduled
Withdrawal  may not be  sooner  than the  second  calendar  year  following  the
calendar  year in which  the  deferral  occurs,  or in the  case of  Alternative
Exercise  Agreement,  no sooner  than the second  calendar  year  following  the
calendar year in which the Qualifying  Option is  Alternatively  Exercised.  The
Participant  will  receive a lump sum  distribution  of the  amount  elected  on
January 1st of the calendar year specified.  Any Scheduled  Withdrawal  election
will be  superseded  by  distributions  due to the  Retirement,  Termination  of
Employment or death of the Participant.

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


11.2  Unscheduled Withdrawals

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

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

<page 11>

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


<PAGE 12>



                                   ARTICLE 12
                         CONDITIONS RELATED TO BENEFITS


12.1  Nonassignability

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


12.2  Financial Hardship Distribution

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


12.3  No Right to Assets

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


12.4  Protective Provisions

The Participant will cooperate with the  Administrator by furnishing any and all
information  requested by the Administrator,  in order to facilitate the payment
of benefits  hereunder,  taking such physical  examinations as the Administrator
may deem  necessary  and  signing  such  consents to insure or taking such other
actions as may be requested by the Administrator.  If the Participant refuses to
cooperate, the 

<page 12>

Administrator and the Employer will have no further obligation to
the Participant under the Plan.


12.5  Withholding

The Participant or the Beneficiary will make appropriate  arrangements  with the
Administrator  for  satisfaction  of any  federal,  state  or local  income  tax
withholding  requirements and Social Security or other employee tax requirements
applicable to the payment of benefits  under the Plan. If no other  arrangements
are made, the





<PAGE 13>



Administrator  may provide,  at its  discretion,  for such  withholding  and tax
payments as may be required.


                                   ARTICLE 13
                               PLAN ADMINISTRATION

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


                                   ARTICLE 14
                             BENEFICIARY DESIGNATION

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

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

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

<page 13>

                                   ARTICLE 15
                        AMENDMENT OR TERMINATION OF PLAN


15.1  Amendment of Plan

Subject to the terms of Section 15.3, Edison International may amend the Plan at
any time in whole or in part, provided, however, that the amendment (i) will not
decrease the balance of the  Participant's  Deferral  Account at the time of the
amendment  and (ii) will not  retroactively  decrease the  applicable  Crediting
Rates of the Plan prior to the time of the amendment.  Edison  International may
amend  the  Crediting  Rates  of the  Plan  prospectively,  in  which  case  the
Administrator  will notify the Participant of the amendment in writing within 30
days after the amendment.


15.2  Termination of Plan

Subject to the terms of Section  15.3,  Edison  International  may terminate the
Plan at any time. If Edison  International  terminates the Plan, the date of the
Termination  of  Employment  will  be  treated  as the  date of  Termination  of
Employment  for the purpose of calculating  Plan benefits,  and the benefits the
Participant  is  entitled  to  receive  under  the  Plan  will  be  paid  to the
Participant in a lump sum within 60 days.


15.3  Amendment or Termination After Change of Control

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


15.4  Exercise of Power to Amend or Terminate

Except as provided in Section  15.3,  Edison  International's  power to amend or
terminate  the  Plan  will be  exercisable  by the  Compensation  and  Executive
Personnel Committee of the Edison International Board of Directors.


15.5  Constructive Receipt Termination

Notwithstanding  anything  to the  contrary  in  this  Plan,  in the  event  the
Administrator  determines  that  amounts  deferred  under  the  Plan  have  been
constructively  received by  Participants  and must be  recognized as income for
federal income tax purposes,  the Plan will terminate and distributions  will be
made to Participants in accordance with the provisions of Section 15.2 or as may
be determined by the Administrator. The determination of the Administrator under
this Section 15.5 will be binding and conclusive.

<page 14>
                                   ARTICLE 16
                          CLAIMS AND REVIEW PROCEDURES


16.1  Claims Procedure

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


16.2  Review Procedure

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


16.3  Dispute Arbitration

Notwithstanding the foregoing, and because it is agreed that time will be of the
essence in determining whether any payments are due to Participant or his or her
Beneficiary  under the Plan,  a  Participant  or  Beneficiary  may, if he or she
desires, submit any claim for payment under the Plan to arbitration.  This right
to select  arbitration will be solely that of the Participant or Beneficiary and
the  Participant or Beneficiary may decide whether or not to arbitrate in his or
her  discretion.  The  "right to select  arbitration"  is not  mandatory  on the
Participant or  Beneficiary,  and the  Participant or Beneficiary  may choose in
lieu  thereof  to  bring  an  action  in an  appropriate  civil  court.  

<page 15>

Once an arbitration is commenced,  however,  it may not be discontinued  without
the mutual  consent of both parties to the  arbitration.  During the lifetime of
the Participant  only he or she can use the  arbitration  procedure set forth in
this Section.

Any claim for  arbitration  may be submitted  as follows:  if a  Participant  or
Beneficiary  has  submitted a request to be paid under the Plan and the claim is
finally denied by the  Administrator in whole or in part, the claim may be filed
in writing with an arbitrator of the  Participant's or Beneficiary's  choice who
is selected by the method  described in the next four sentences.  The first step
of the selection will consist of the  Participant  or  Beneficiary  submitting a
list  of five  potential  arbitrators  to the  Administrator.  Each of the  five
arbitrators  must be either (1) a member of the National  Academy of Arbitrators
located in the State of California or (2) a retired California Superior Court or
Appellate  Court  judge.  Within  one  week  after  receipt  of  the  list,  the
Administrator  will select one of the five arbitrators as the arbitrator for the
dispute in question.  If the Administrator  fails to select an arbitrator within
one week after receipt of the list, the  Participant  or  Beneficiary  will then
designate one of the five arbitrators for the dispute in question.

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

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

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

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

<page 16>


or her  Beneficiary  in  pursuing  his or her  claim),  including  the fees of a
stenographic reporter, if employed, will be paid by the Employer.


                                   ARTICLE 17
                                  MISCELLANEOUS


17.1  Successors

The rights and  obligations  of each  Employer  under the Plan will inure to the
benefit  of,  and will be  binding  upon,  the  successors  and  assigns  of the
Employer.


17.2  ERISA Plan

The Plan is intended  to be an unfunded  plan  maintained  primarily  to provide
deferred  compensation  benefits  for "a select  group of  management  or highly
compensated  employees" within the meaning of Sections 201, 301 and 401 of ERISA
and  therefore  to be exempt  from Parts 2, 3 and 4 of Title I of ERISA.  Edison
International is the named fiduciary.


17.3  Trust

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


17.4  Employment Not Guaranteed

Nothing  contained in the Plan nor any action taken  hereunder will be construed
as a contract of employment or as giving any  Participant any right to continued
employment with the Employer or any other Affiliate.


17.5  Gender, Singular and Plural

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


17.6  Captions

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


17.7  Validity

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




<PAGE 17>



17.8  Waiver of Breach

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


17.9  Applicable Law

The  Plan  will be  governed  and  construed  in  accordance  with  the  laws of
California except where the laws of California are preempted by ERISA.


17.10  Notice

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

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


EDISON INTERNATIONAL





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



<PAGE 18>