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