Amendment No.1 to the
Edison International Equity Compensation Plan
(AS RESTATED JANUARY 1, 1998)
Section 3.4 of the Edison International Equity Compensation Plan as
Restated January 1, 1998 is amended by adding the following section thereto as a
new Section 3.4(e) effective May 18, 2000:
"(e) Notwithstanding the foregoing provisions of this Section 3.4, a Plan
Award may contain specific provisions, determined by the Administrator
at the time of the award and set forth in the written award instrument
(or the statement of terms applicable thereto), regarding the
consequences of a change in control of Edison International and, if so
contained in an award, those provisions shall be controlling in the
event of any inconsistency with this Section 3.4. (For example, and
without limitation, a Plan Award may provide that accelerated vesting
will occur in connection with a change in control event only if the
Participant's employment is terminated by an EIX Company without cause
or the Participant terminates employment with an EIX Company for good
reason, and, in either event, the Participant does not otherwise
continue as an employee of another EIX Company.)"
Edison International
John H. Kelly
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John H. Kelly, Senior Vice President
