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
                                        ---------------------------------------
                                         John H. Kelly, Senior Vice President