EDISON INTERNATIONAL EQUITY COMPENSATION PLAN

            1999 Statement of Terms and Conditions of Plan Awards for
                 Executive Officers and Key Management Employees


1999 awards (Plan Awards) made under the Edison Equity  Compensation Plan (Plan)
to  eligible  recipients   (Holders)  at  Edison   International  (EIX)  or  its
participating  affiliates (the Companies, or individually,  the Company) include
EIX nonqualified  stock options to purchase EIX Common Stock (EIX Options),  EIX
Option dividend  equivalents  (Dividend  Equivalents),  Edison Mission Energy or
Edison Capital  affiliate  option  performance  awards  (Affiliate  Options) and
Edison   Enterprises   affiliate  cash  value  added  performance   awards  (CVA
Performance Awards) which are subject to the following terms and conditions:

1.  PRICE

(a) The exercise  price of an EIX Option stated in the award  certificate is the
average of the high and low sales  prices of EIX Common Stock as reported in the
Western  Edition of The Wall  Street  Journal  for the New York  Stock  Exchange
Composite Transactions for the date of the award.

(b) The annual  exercise  price of an  Affiliate  Option  will be the base price
stated in the award  certificate  escalated by an annual  compound  appreciation
rate linked to the affiliate's cost of capital plus an overhead allowance.  Upon
any  significant  subsequent  change in the  affiliate's  cost of  capital,  the
Affiliate   Option  exercise  price  for  that  year  may  be  redetermined  and
prospectively indexed reflecting the affiliate's revised appreciation rate.

2. VESTING

(a) Subject to the provisions of Section 3, Plan Awards may only be exercised or
paid to the extent vested.  The initial  vesting date will be January 2nd of the
year following the date of the grant, or six months after the date of the grant,
whichever date is later.
The Plan Awards will vest as follows:

o    On the  initial  vesting  date,  the Plan Awards will vest as to 25% of the
     covered shares or units.  

o    On January 2nd of the  following  year,  the Plan Awards will vest as to an
     additional  25% of the  covered  shares or units.  

o    On January 2nd of the  following  year,  the Plan Awards will vest as to an
     additional  25% of the  covered  shares or units.  

o    On January 2nd of the fourth  year  following  the date of grant,  the Plan
     Awards will be fully vested.

(b) The vested  portions  of the Plan Award  will  accumulate  to the extent not
exercised, and be exercisable by the Holder subject to the provisions of Section
3, in whole or in part,  in any  subsequent  period but not later than the first
business day of the 10th calendar year  following the date of the award,  or, in
the case of  Affiliate  Options,  not  later  than the end of the  final  60-day
exercise period.

(c) If the Holder retires,  dies or is permanently  and totally  disabled during
the four-year  vesting  period,  the Plan Awards will vest and be exercisable to
the extent of 1/48th of the aggregate number of shares or units granted for each
full month of service during the vesting period.  Notwithstanding the foregoing,
the Plan Award of a Holder who has served as a member of the Southern California
Edison Company  Management  Committee will be fully vested and exercisable  upon
his or her retirement, death or permanent and total disability.

(d) Upon  termination  of a Holder's  employment  for any reason  other than the
reasons  specified in Subsection  (c), only that portion of the Plan Award which
has vested as of the prior vesting date may be exercised,  and that portion will
be forfeited unless exercised within 180 days following the date of termination,
or in the case of Affiliate Options,  the first 60-day exercise period following
the date of 

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<PAGE>

termination.  Any earned and vested Dividend  Equivalents  remaining
unpaid will be paid upon expiration of the 180-day period.

(e)  Notwithstanding  the  foregoing,  Plan Awards may vest in  accordance  with
Section 3.4 of the Plan as a result of certain events,  including liquidation of
EIX or merger,  reorganization  or consolidation of EIX as a result of which EIX
is not the surviving corporation.  Upon a change of control of EIX following the
occurrence  of a  Distribution  Date,  as that  term is  defined  in the  Rights
Agreement  approved by the EIX Board of Directors on November 20, 1996, the Plan
Awards will vest and will remain  exercisable  for at least two years  following
the Distribution  Date, or in the case of Affiliate  Options,  through the first
exercise  period  occurring  at least two years  after  such date.  During  that
period,  (i) the Plan may not be terminated,  (ii) individual  awards may not be
cashed out,  terminated,  or modified  without the Holder's  consent,  and (iii)
valuation  procedures and exercise periods will occur on a basis consistent with
past practice.

3. PLAN AWARD EXERCISE

(a) The Holder may exercise a Plan Award by providing  written  notice to EIX on
the form  prescribed by EIX for this purpose  accompanied by full payment of any
applicable exercise price.  Payment must be in cash, or its equivalent,  such as
EIX Common Stock,  acceptable to EIX. A "cashless" exercise will be accommodated
for all  Affiliate  Options,  and may be  accommodated  for EIX  Options  at the
discretion of EIX. Until payment is accepted,  the Holder will have no rights in
the optioned stock.  Earned Dividend  Equivalents may not be directly applied to
payment of the exercise price for EIX Options.

(b) EIX Options may be exercised at any time after they have vested  through the
first business day of the 10th calendar year following the date of the award and
CVA  Performance  Awards that have been  translated  into EIX Common Stock Units
(EIX Units) as provided in Section  5(b) may be exercised at any time after they
have vested  through the first  business day of the 10th calendar year following
the date of the  award.  Affiliate  Options  may be  exercised  after  they have
vested, but only during an annually specified 60-day period following the fiscal
year end and the completion of an independently  reviewed valuation report which
indicates a share value for the fiscal year higher than the applicable Affiliate
Option  exercise  price for that  period.  The  final  60-day  Affiliate  Option
exercise period will commence no later than the end of the second quarter of the
10th  calendar  year  following  the date of the  award.  Subject  to Section 9,
Affiliate  Options  are  payable in cash upon  exercise to the extent the actual
value of an affiliate share exceeds the applicable exercise price.

(c) The Holder agrees that any  securities  acquired by him or her hereunder are
being  acquired for his or her own account for investment and not with a view to
or for sale in  connection  with  any  distribution  thereof  and that he or she
understands  that  such  securities  may  not  be  sold,  transferred,  pledged,
hypothecated,  alienated,  or otherwise  assigned or disposed of without  either
registration  under the Securities Act of 1933 or compliance  with the exemption
provided by Rule 144 or another applicable exemption under such act.

(d) In accordance with Section 3.5(e) of the Plan, the Holder will have no right
or claim to any  specific  funds,  property  or assets of EIX as a result of the
award.

4. EIX OPTION DIVIDEND EQUIVALENTS

(a) An EIX  Dividend  Equivalent  account will be  established  on behalf of the
Holder if Dividend  Equivalents  have been granted  pursuant to the award.  This
account may be credited with all or a portion of the dividends payable after the
date of the award on the number of shares of stock  covered by the  related  EIX
Option award depending upon EIX performance  during the first three years of the
Plan Award term as provided in Subsection  (b). No amount will be credited prior
to January 2nd of the third year  following  the date of the award.  No Dividend
Equivalent  will accrue on any related EIX Option  exercised  during that period
regardless of EIX performance.  Dividend Equivalents credited on any related EIX
Option will  accumulate  in this account  without  interest and will vest on the
same schedule as the related EIX Option to purchase the corresponding  shares of
EIX Common Stock. Once earned and vested, the Dividend  Equivalents will be paid
upon the earlier of (i) the request of the holder at any time prior to the final
year 

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<PAGE>

of the Plan Award term  regardless  of whether  the  related  EIX Option is
exercised,  (ii) the exercise of the related EIX Option, or (iii) the expiration
or termination of the related EIX Option. Upon such payment, no further Dividend
Equivalents  will accrue even if the related EIX Option remains  outstanding and
exercisable.

(b)  Dividend  Equivalents  related to EIX Options are subject to a  performance
measure based on the percentile  ranking of EIX total  shareholder  return (TSR)
compared  to the TSR for each stock in the Dow Jones  Electric  Utilities  Group
Index.  The  percentile  ranking will be measured at the completion of the first
three years of the Plan Award term . If the EIX  average  ranking is in the 60th
percentile  or higher for the 3-year  period,  100% of the Dividend  Equivalents
will be earned from the date of grant through the date the related EIX Option is
exercised or the date the Dividend  Equivalents are paid,  whichever is earlier.
If the EIX  average  ranking  is in the  25th  percentile,  25% of the  Dividend
Equivalents  will  be  earned.  No  Dividend  Equivalents  will  be  earned  for
performance below the 25th percentile,  and a pro rata amount will be earned for
performance between the 25th and 60th percentiles.

Dividend Equivalents related to unexercised EIX Options that were not earned due
to the  limitations  of this  Subsection (b) may be earned back as of the end of
each of the last five years of the Plan Award term if it is  determined  at that
point that the EIX cumulative  average TSR percentile  ranking equals or exceeds
the 60th percentile.

5. PERFORMANCE AWARDS

(a)  Affiliate  Options are  performance  awards under the Plan similar to stock
options but based on shares of  hypothetical  affiliate  stock  created for this
purpose only.  The Affiliate  Option  exercise  prices are derived by applying a
compound annual  appreciation rate, based on the affiliate's cost of capital and
an allowance for corporate overhead, to the base price of a share. Following the
end of each calendar year during the Plan Award term, new affiliate share prices
will be computed.  If the affiliate  share value exceeds the exercise  price for
that period,  any portion of the vested Affiliate Option may be exercised by the
Holder in accordance  with Section 3 and the difference  will be paid in cash to
the Holder.  If a change in the  affiliate's  cost of capital has occurred  that
significantly  affects  the new share  price  valuation,  the  Affiliate  Option
exercise  prices  may be  redetermined  (i) for that  year to  reflect  the same
intrinsic value result (gain or loss) that would have existed using the previous
cost of  capital,  and  (ii)  for  subsequent  years  by  applying  the  revised
appreciation rate.

(b) CVA Performance Awards under the Plan are based on cash value created at the
affiliate and  allocated to Holders for this purpose only.  Following the end of
the first year of the  ten-year  Plan Award  term,  the cash value  added at the
affiliate  during the first year will be determined.  Each Holder's share of any
cash value added during the first year of the Plan Award term will be translated
into EIX Units and  credited to the  Holder's  account  under the Plan as of the
first  business day of the second year of the Plan Award term  (Crediting  Date)
based on the  average  of the high and low  prices  of EIX  Common  Stock on the
Crediting Date as determined in accordance with 1(a) above..  The EIX Units will
be 25% vested as of the Crediting Date, and will continue to vest at the rate of
25% per year as provided under Section 2. The Holder's  account will be credited
thereafter  with any dividends  payable on a comparable  number of shares of EIX
Common Stock as of the quarterly ex-dividend date. Dividends so credited will be
translated  into  additional  EIX Units based on the closing price of EIX Common
Stock on that date as reported in the Western Edition of the Wall Street Journal
and will be credited with  dividends in subsequent  quarters.  Once vested,  the
Holder may elect  payment of the EIX Units in cash at any time.  If not  elected
sooner,  the EIX Units will be paid in cash to the Holder at the end of the Plan
Award term.

6. DELAYED PAYMENT OR DELIVERY OF PLAN AWARD GAINS

Notwithstanding  the term of any Plan Award,  Holders who are  eligible to defer
salary under the EIX Executive Deferred Compensation Plan (EDCP) may irrevocably
elect to  alternatively  exercise  all or a portion  of any  vested  Plan  Award
pursuant to the Option Gain Deferral  Program (OGDP) in the case of EIX Options,
or the EDCP in the case of Dividend Equivalents or performance awards, and defer
gains that would  otherwise be realized upon exercise of the Plan Award. To make
such an election, the Holder must submit a signed alternative exercise agreement
in the form  approved  by the  Administrator  at least 

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<PAGE>

six months prior to the  expiration  date of the Plan Award.  The Plan Award may
generally not be exercised for six months thereafter.  Any subsequent  exercises
will be subject to the terms,  conditions  and  restrictions  of the OGDP or the
EDCP, as applicable.

7. TRANSFER AND BENEFICIARY

(a) The Plan Awards will not be transferable by the Holder.  During the lifetime
of the Holder, the Plan Award will be exercisable only by him or her. The Holder
may designate a beneficiary who, upon the death of the Holder,  will be entitled
to exercise the then vested  portion of the Plan Award during the remaining term
subject  to the  provisions  of the Plan and  these  terms and  conditions.  

(b)  Notwithstanding  the  foregoing,  Plan  Awards  of the CEOs of EIX,  Edison
Mission  Energy,  Edison  Capital  and Edison  Enterprises,  the COO of Southern
California Edison and the EVPs of EIX are transferable to a spouse,  children or
grandchildren,  or trusts or other vehicles  established  exclusively  for their
benefit.  Any transfer request must specifically be authorized by EIX in writing
and shall be subject to any  conditions,  restrictions  or  requirements  as the
administrator may determine.

8.  TERMINATION OF PLAN AWARDS

As set forth in Section 2(d), in the event of  termination  of the employment of
the Holder for any reason other than retirement,  permanent and total disability
or death of the Holder,  Plan Awards  will  terminate  180 days from the date on
which such employment  terminated,  or in the case of Affiliate Options,  at the
end of the first 60-day  exercise  period  following the employment  termination
date. In addition, the Plan Awards may be terminated if EIX elects to substitute
cash awards as provided under Section 12.

9. TAXES

EIX will have the right to retain and withhold  the amount of taxes  required by
any government to be withheld or otherwise deducted and remitted with respect to
the exercise of any Plan Award. In its discretion, EIX may require the Holder to
reimburse EIX for any such taxes required to be withheld by EIX and may withhold
any  distribution  in  whole  or in part  until  EIX is so  reimbursed.  In lieu
thereof,  EIX will have the right to  withhold  from any other cash  amounts due
from EIX to the Holder an amount equal to such taxes  required to be withheld by
EIX to  reimburse  EIX for any such taxes or to retain and  withhold a number of
shares of EIX Common  Stock  having a market value equal to the taxes and cancel
(in whole or in part) the shares in order to reimburse EIX for the taxes.

Each  recipient  of an EIX Option must attach a statement  to his or her federal
and  state  tax  returns  for the  year in  which  the EIX  Option  was  granted
containing certain information specified in tax regulations.  A sample statement
is attached as Exhibit 1.

10. CONTINUED EMPLOYMENT

(a) Nothing in the award  certificate  or this Statement of Terms and Conditions
will be deemed to confer on the  Holder any right to  continue  in the employ of
EIX or an EIX  affiliate  or interfere in any way with the right of the employer
to terminate his or her employment at any time.

(b) In the  event  employment  is  terminated,  except  as a  result  of  death,
disability,   or  retirement  under  the  Southern   California  Edison  Company
Retirement  Plan, or a successor  plan,  whether  voluntarily or otherwise,  the
restrictions of Section 2(d) will apply.

11. NOTICE OF DISPOSITION OF SHARES

Holder agrees that if he or she should  dispose of any shares of stock  acquired
on the exercise of EIX Options,  including a disposition by sale, exchange, gift
or  transfer  of legal  title  within six months  from the date such  shares are
transferred  to the  Holder,  the  Holder  will  notify  EIX  promptly  of  such
disposition.

12. AMENDMENT

The Plan  Awards are  subject  to the terms of the Plan as amended  from time to
time. EIX reserves the right to substitute cash awards substantially  equivalent
in value to the Plan Awards.  If Holder  transfers to another company within the
EIX affiliated  group, any gain in value of any Performance  Awards held will be
frozen as of the next  valuation  date but the  Performance  Award  will  remain
exercisable  for its original  

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<PAGE>

term. An EIX Option award will be issued for the  remaining  award term based on
the  Black-Scholes  valuation of the remaining term of the Performance Award and
the  Black-Scholes  valuation of EIX options as of the transfer  date assuming a
term  equal  to such  remaining  term.  The Plan  Awards  may not  otherwise  be
restricted or limited by any Plan  amendment or  termination  approved after the
date of the award without the Holder's consent.

13. FORCE AND EFFECT

The various provisions herein are severable in their entirety. Any determination
of invalidity or  unenforceability  of any one provision  will have no effect on
the continuing force and effect of the remaining provisions.

14. GOVERNING LAW

The terms and conditions of the Plan Awards will be construed  under the laws of
the State of California.

15. NOTICE

Unless waived by EIX, any notice  required  under or relating to the Plan Awards
must be in writing,  with postage prepaid,  addressed to: Edison  International,
Attn: Corporate Secretary, P.O. Box 800, Rosemead, CA 91770


EDISON INTERNATIONAL


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

<PAGE>

                                    EXHIBIT 1

                        STATEMENT PURSUANT TO INCOME TAX
                          REGULATION SECTION 1.61-15(c)

This  statement  is  attached  to my income  tax return in  compliance  with the
requirements of Income Tax Regulation  ss.1.61-15(c)  relative to a nonqualified
stock option I received on _____________, 19__.


(1) Name and address of the taxpayer:

         John Q. Doe
         1234 Your Street
         Anywhere, CA  90000

(2) Description of Securities subject to the option:

     On   ____________,  19__, I was granted a  nonqualified  stock  option  
     covering _______ shares of Edison International common stock.

(3) Period during which the option is exercisable:

The option vests and becomes  exercisable as to one-fourth of the covered shares
on January 2, 1999 (or six months after the date of grant if later),  January 2,
2000, January 2, 2001 and January 2, 2002,  respectively.  To the extent vested,
the option may be exercised at any time through January 2, 2008.

(4) Whether the option had an ascertainable market value:

     The option did not have a readily  ascertainable  fair market value 
     on the date of the grant.

(5) Whether the option was granted as compensation:

     The option was granted as compensation and is subject to Reg.ss.1.61-15(a).


Respectfully Submitted,



<PAGE>


EDISON INTERNATIONAL LOGO


                            EQUITY COMPENSATION PLAN

                             1999 AWARD CERTIFICATE




This award is made by Edison  International to (Name) ("Employee") as of January
4, 1999, pursuant to the Equity Compensation Plan. Edison  International  hereby
grants to Employee,  as a matter of separate agreement and not in lieu of salary
or any other  compensation  for  services,  the right and option to purchase the
following:


           ----------------------------------------------------------
              (#) shares of authorized Edison International Common
              Stock, (#) with dividend equivalents and (#) without
             dividend equivalents, at an exercise price of $28.125
                                   per share.
           ----------------------------------------------------------



This award is made subject to the conditions  contained in the 1999 Statement of
Terms and Conditions which is incorporated herein by reference.





Edison International



By:   LILLIAN R. GORMAN
      ------------------------
      LILLIAN R. GORMAN