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AGREEMENT AND APPOINTMENT OF SUCCESSOR RIGHTS AGENT, dated as of August 1, 2002, by and between Edison
International ("Edison") and Xxxxx Fargo Bank Minnesota N.A. ("Xxxxx Fargo").
RECITALS:
WHEREAS, Edison and Xxxxxx Trust Company of California ("Xxxxxx Trust") entered into a Rights Agreement
dated as of November 21, 1996, and an Amendment to Rights Agreement dated as of September 16, 1999 (together, the
"Rights Agreement");
WHEREAS, Xxxxxx Trust has become incapable of acting as Rights Agent under the Rights Agreement;
WHEREAS, Edison desires to appoint Xxxxx Fargo to succeed Xxxxxx Trust as successor Rights Agent under
the Rights Agreement; and
WHEREAS, Xxxxx Fargo is willing to accept the appointment as successor Rights Agent under the Rights
Agreement;
AGREEMENT
NOW, THEREFORE, Edison and Xxxxx Fargo, for and in consideration of the premises and of other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:
SECTION 1. Pursuant to Section 22 of the Rights Agreement, Edison hereby appoints Xxxxx Fargo as
successor Rights Agent under the Rights Agreement, effective as of the opening of business on August 1, 2002.
SECTION 2. Xxxxx Fargo hereby accepts the appointment as successor Rights Agent under the Rights
Agreement, effective as of the opening of business on August 1, 2002, and agrees to act as Rights Agent in
accordance with the terms, conditions, and provisions of the Rights Agreement.
SECTION 3. Effective as of the opening of business on August 1, 2002, Xxxxx Fargo, as successor Rights
Agent, shall be vested with the same powers, rights, duties, and responsibilities as if it had been originally
named as Rights Agent in the Rights Agreement, without further act or deed.
SECTION 4. There shall be no change in any provisions of the Rights Agreement as a result of Xxxxx
Fargo's appointment as successor Rights Agent, except that (a) all references to Xxxxxx Trust shall be deemed to
refer to Xxxxx Fargo, and (b) the address specified in Section 25 for notices to the Rights Agent shall be deemed
to be changed to Xxxxx Fargo Bank Minnesota N.A., X.X. Xxx 00000, Xx. Xxxx, XX 00000-0000.
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SECTION 5. Edison and Xxxxx Fargo shall cooperate to cause a written notice of the removal of Xxxxxx
Trust and the appointment of Xxxxx Fargo to be mailed to holders of shares of Edison's common stock, in
accordance with Section 22 of the Rights Agreement.
SECTION 6. This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
SECTION 7. This Agreement may be executed in any number of counterparts each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Appointment of Successor Rights
Agent to be duly executed as of the day and year first above written.
Edison International
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
XXXXX FARGO BANK MINNESOTA N.A.
By: Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice President
