Amendment No. 1 to Edison International Director Deferred Compensation Plan (May 14, 2002, as Amended January 1, 2003)

Summary

This amendment updates the Edison International Director Deferred Compensation Plan, effective January 1, 2003. It revises how interest is credited to participants' deferral accounts, tying the rate to a specific bond yield average and allowing the company to change the rate in the future. It also changes the payment terms for termination benefits, specifying lump sum or installment options with interest. The amendment is executed by Edison International's Vice President and Corporate Secretary.

EX-10.4.1 4 exh104103.htm AMENDMENT TO DIRECTOR DEFERRED COMP PLAN Exhibit 10.4. 1 Amendment to Director Deferred Compensation Plan
 EDISON INTERNATIONAL DIRECTOR DEFERRED COMPENSATION PLAN As Restated May 14, 2002 AMENDMENT NO. 1 The Director Deferred Compensation Plan as restated May 14, 2002 is amended as follows effective January 1, 2003: 1. Article 1 - Definitions is amended as follows: (a) The term "Crediting rate" is amended to read as follows: 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 the average annual Moody's Corporate Bond Yield for Baa Public Utility Bonds for the sixty months preceding November 1st of the prior year. Edison International reserves the right to prospectively change the Crediting Rate. (b) The defined term "Index Rate" is deleted. 2. Section 6.2(a) is amended to read as follows: 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 6.2(a) will include interest at the Crediting Rate and will be redetermined annually to reflect adjustments in that rate. EDISON INTERNATIONAL /S/ Beverly P. Ryder ------------------------------------ Beverly P. Ryder, Vice President and Corporate Secretary