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§18.301PROXY STATEMENTS : STRATEGY & FORMS © 1994 Jefren Publishing Company, Inc. 18-276 EXHIBIT D SCEcorp DIRECTOR INCENTIVE COMPENSATION PLAN Effective (April 16, 1992) I. GENERAL 1.1 PURPOSE The purpose of the Director Incentive Compensation Plan ("Plan") is to foster and promote the long-term financial success of SCEcorp and its affiliates by attract ing and retaining outstanding nonemployee directors by enabling them to participate in the corporation's growth through automatic, nondiscretionary awards of stock ("Awards"). 1.2 ELIGIBILITY Eligibility in this Plan shall be limited to members of the Board of Directors of SCEcorp or, an SCEcorp affiliate, who at the time the Award is made are not em ployees or officers of SCEcorp or an SCEcorp affiliate. 1.3 SHARES SUBJECT TO THE PLAN Shares of stock covered by Awards under the Plan may be, in whole or in part, authorized and unissued shares of SCEcorp's common stock, or previously issued shares of common stock reacquired by SCEcorp including shares purchased on the open market, or such other shares as may be substituted pursuant to Section 3.3 ("Common Stock"). The maximum number of shares of Common Stock which may be issued for all purposes under the Plan shall be 100,000 (subject to adjustment pursuant to Section 3.3). II. STOCK AWARDS 2.1 AWARD FORMULA Effective with a Director's election on April 16, 1992, and on each subsequent date a Director is elected or reelected to the Board of Directors of SCEcorp or an SC Ecorp affiliate at an annual meeting of the stockholders, such Director will automat ically be granted 100 shares of fully vested Common Stock, at no cost to the Director. Each stock certificate evidencing an Award shall be registered in the name of the Direc tor and delivered to him or her on that date, or as soon thereafter as practicable. Directors serving on more than one Board will receive only one Award per year under the Plan. 2.2 AWARD LIMITATION STOCK OPTIONS§18.301 September 1998 18-277 Subject to the limitations of Section 3.2, the award formula may be modified from time to time by the Board of Directors, with respect to pricing, timing and a mount, but such formula will not be modified to provide an Award in excess of 500 shares of Common Stock per Director per year. III. ADMINISTRATION 3.1 ADMINISTRATION OF THE PLAN The Plan shall be self-effectuating. Administrative determinations necessary or advisable for the administration or interpretation of the Plan in order to carry out its provisions and purposes shall be made by SCEcorp. 3.2 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN The Board of Directors may suspend or terminate the Plan or any portion thereof at any time and may amend the Plan from time to time in such respects as the Board of Directors may deem advisable; provided, however, the Plan shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code of 1986, as amended, or the rules promulgated thereunder; and provided further, the Plan shall not be amended, without shareholder approval to the extent required by law or the rules of any exchange upon which the Common Stock is listed, (a) to materially increase the number of shares of Common Stock which may be issued under the Plan, except as provided in Section 3.3, (b) to materially modify the requirement s as to eligibility for participation in the Plan, or (c) to materially increa se the benefits accruing to Directors under the Plan. No such amendment, suspension or termination shall make any change that would disqualify the Plan, or any other Plan of SCEcorp intended to be so qualified, from the exemption provided by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. 3.3 CAPITAL ADJUSTMENTS In the event of a stock dividend or stock split, combination or other reduction in the number of issued shares of Common Stock, a merger, consolidation, reorganization, recapitalization, sale or exchange of substantially all assets or dissolution of SCEcorp, the Board of Directors shall, in order to prevent the dilution or enlargement of rights under the Plan, make such adjustments in the number and type of shares authorized and the number and type of shares that may be awarded under this Plan as may be determined to be appropriate and equitable. IV. MISCELLANEOUS 4.1 RIGHTS OF DIRECTORS Nothing in the Plan shall confer upon any Director any right to serve as a Director for any period of time or to continue his or her present or any other rate of compensation. 4.2 PLAN NOT EXCLUSIVE The adoption of the Plan shall not preclude the adoption by appropriate means of a §18.301PROXY STATEMENTS : STRATEGY & FORMS © 1994 Jefren Publishing Company, Inc. 18-278 stock option or other incentive plan for Directors. 4.3 REQUIREMENTS OF LAW; GOVERNING LAW The granting of Awards and issuance of shares of Common Stock shall be subject to all applicable rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. The Plan shall be construed in accordance with and governed by the laws of the State of California. 4.4 TERM OF PLAN This Plan shall become effective upon its approval by the stockholders of SCEcorp at their annual meeting on April 16, 1992, and shall continue in effect until term inated by the SCEcorp Board of Directors or the SCEcorp stockholders. SCEcorp 3/5/92