Amendment No. 1 to Edison International Equity Compensation Plan (Restated January 1, 1998)

Summary

This amendment updates the Edison International Equity Compensation Plan to allow specific terms in individual award agreements regarding the effects of a change in control of the company. These terms, set by the plan administrator, will take precedence over the general plan rules if there is any conflict. For example, accelerated vesting of awards may only occur if an employee is terminated without cause or leaves for good reason after a change in control. The amendment is effective as of May 18, 2000.

EX-10.4 5 0005.txt AMENDMENT NO. 1 TO EIX ECP 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