exv10w16






Exhibit 10.16




EDISON INTERNATIONAL




2008 EXECUTIVE SURVIVOR BENEFIT PLAN




Effective

December 31, 2008
















 








TABLE OF CONTENTS




	 	 	 	 	 
	PREAMBLE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 1 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 BENEFITS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3 BENEFICIARY DESIGNATION
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 4 CONDITIONS RELATED TO BENEFITS
	 	 	3	 
	 
	 	 	 	 
	4.1 Nonassignability
	 	 	3	 
	4.2 No Right to Assets
	 	 	4	 
	4.3 Protective Provisions
	 	 	4	 
	4.4 Incapacity
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 5 PLAN ADMINISTRATION
	 	 	4	 
	 
	 	 	 	 
	5.1 Plan Interpretation
	 	 	4	 
	5.2 Limited Liability
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 6 AMENDMENT OR TERMINATION OF PLAN
	 	 	4	 
	 
	 	 	 	 
	6.1 Authority to Amend or Terminate
	 	 	4	 
	6.2 Limitations
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 7 CLAIMS AND REVIEW PROCEDURES
	 	 	5	 
	 
	 	 	 	 
	7.1 Claims Procedure
	 	 	5	 
	7.2 Dispute Arbitration
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 8 MISCELLANEOUS
	 	 	7	 
	 
	 	 	 	 
	8.1 Participation in Other Plans
	 	 	7	 
	8.2 Forfeiture
	 	 	7	 
	8.3 Successors
	 	 	7	 
	8.4 Employment Not Guaranteed
	 	 	7	 
	8.5 Gender, Singular and Plural
	 	 	7	 
	8.6 Captions
	 	 	7	 
	8.7 Validity
	 	 	7	 
	8.8 Waiver of Breach
	 	 	8	 
	8.9 Applicable Law
	 	 	8	 
	8.10 Notice
	 	 	8	 
	8.11 Statutes and Regulations
	 	 	8	 






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EDISON INTERNATIONAL




2008 EXECUTIVE SURVIVOR BENEFIT PLAN




Effective December 31, 2008




PREAMBLE




The purpose of this Plan is to provide survivor benefits to surviving spouses or other designated
Beneficiaries of Eligible Employees of participating Affiliates of EIX.



ARTICLE 1

DEFINITIONS




Capitalized terms in the text of the Plan are defined as follows:



Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of
EIX.



Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of
a “controlled group of corporations” within the meaning of Section 414(b) of the Code, and (ii) has
approved the participation of its Executives in the Plan.



Beneficiary means the person or persons or entity designated as such in accordance with Article 3
of the Plan.



Board means the Board of Directors of EIX.



Bonus means the amount awarded to the Eligible Employee by the Employer pursuant to the terms of
the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan or a successor plan
governing annual executive bonuses, before reductions for deferrals under the EIX 2008 Executive
Deferred Compensation Plan.



Code means the Internal Revenue Code of 1986, as amended.



EIX means Edison International.



Eligible Employee means an Executive of an Affiliate.



Employer means the Affiliate employing the Eligible Employee.



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Executive means an employee of an Affiliate who is designated an Executive by the CEO of that
Affiliate or who is elected as a Vice President or officer of higher rank by the board of that
Affiliate or by the Board.



Plan means the EIX 2008 Executive Survivor Benefit Plan.



Salary Rate means the annualized basic rate of pay as fixed by the Employer (excluding bonuses,
special awards, commissions, severance pay, and other non-regular forms of compensation).



Senior Officer means (i) the CEO, President, Executive Vice President, Senior Vice President or
elected Vice President of EIX and its Affiliates and (ii) any other Affiliate employee designated
by the Administrator to be a Senior Officer for purposes of the Plan.



Separation from Service occurs when an Eligible Employee dies, retires, or otherwise has a
termination of employment from the Employer that constitutes a “separation from service” within the
meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative
definitions available thereunder.



Total Annual Compensation means for Senior Officers the sum, rounded to the next highest thousand
dollars, of (1) the Salary Rate at the time of the officer’s death and (2) the Salary Rate
multiplied by the percentage of salary that is the average of the three highest percentages of
salary represented by Bonuses awarded for the past five completed calendar years, except that if
the officer has been an Executive of an Affiliate for fewer than three completed calendar years,
the highest percentage among Bonuses awarded will be used, or if the officer has not yet been
awarded a Bonus, the target Bonus percentage will be used.



ARTICLE 2

BENEFITS




The benefit paid under the Plan is a death benefit payable in a lump sum to an Eligible Employee’s
designated Beneficiary upon the death of the Eligible Employee prior to his or her Separation from
Service for reasons other than death.



For the Beneficiary of a Senior Officer, the intended net benefit amount after taxes is one times
the officer’s Total Annual Compensation. For the Beneficiary of an Eligible Employee who is not a
Senior Officer, the intended net benefit amount after taxes is one times the employee’s Salary Rate
immediately prior to his or her death. For purposes of calculating the gross amount of the
benefit, the maximum marginal federal income tax rate in effect on the date of the Eligible
Employee’s death and the maximum marginal income tax rates in effect on the date of the Eligible
Employee’s death for any state and local income taxes applicable in the tax jurisdiction where the
Eligible Employee resided immediately prior to his or her death, will be used.



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Notwithstanding the foregoing, with respect to Eligible Employees who were Senior Officers during
any portion of 2007 or Executives as of December 31, 1994, and who had not previously elected to
decline participation in the Executive Disability and Survivor Benefit Program, the intended net
benefit amount is two times the officer’s Total Annual Compensation.



ARTICLE 3

BENEFICIARY DESIGNATION




The Eligible Employee will have the right, at any time, to designate any person or persons or
entity as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in
the event of the Eligible Employee’s death. The Beneficiary designation will be effective when it
is submitted in writing to the Administrator during the Eligible Employee’s lifetime on a form
prescribed by the Administrator.



The submission of a new Beneficiary designation will cancel all prior Beneficiary designations.
Any finalized divorce or marriage of an Eligible Employee subsequent to the date of a Beneficiary
designation will revoke such designation, unless in the case of divorce the previous spouse was not
designated as a Beneficiary, and unless in the case of marriage the Eligible Employee’s new spouse
has previously been designated as a Beneficiary. The spouse of a married Eligible Employee must
consent in writing to any designation of a Beneficiary other than the spouse.



If an Eligible Employee fails to designate a Beneficiary as provided above, or if the Beneficiary
designation is revoked by marriage, divorce, or otherwise without execution of a new designation,
or if every person designated as Beneficiary predeceases the Eligible Employee, then the
Administrator will direct the distribution of the benefits to the Eligible Employee’s estate. If a
primary Beneficiary dies after the Eligible Employee’s death but prior to completion of the
distribution of benefits under this Plan, and no contingent Beneficiary has been designated by the
Eligible Employee, any remaining payments will be made to the primary Beneficiary’s Beneficiary, if
one has been designated, or to the Beneficiary’s estate.



ARTICLE 4

CONDITIONS RELATED TO BENEFITS




4.1 Nonassignability




The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or
hypothecated by or to any person or entity, at any time or in any manner whatsoever. These
benefits will be exempt from the claims of creditors of the Eligible Employee or any Beneficiary or
other claimants and from all orders, decrees, levies, garnishment or executions against the
Eligible Employee or any Beneficiary to the fullest extent allowed by law.



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4.2 No Right to Assets




The benefits paid under the Plan will be paid from the general funds of the Employer, and any
Beneficiary will be no more than an unsecured general creditor of the Employer with no special or
prior right to any assets of the Employer for payment of any obligations hereunder. The
Beneficiary will have no claim to benefits from any other Affiliate.



4.3 Protective Provisions




The Eligible Employee will cooperate with the Administrator by furnishing any and all information
requested by the Administrator, in order to facilitate the payment of benefits hereunder, taking
such physical examinations as the Administrator may deem necessary and signing such consents to
insure or taking such other actions as may be requested by the Administrator. If the Eligible
Employee refuses to cooperate, the Administrator and the Employer will have no further obligation
under the Plan.



4.4 Incapacity




If any person entitled to payments under this Plan is incapacitated and unable to use such payments
in his or her own best interest, EIX may direct that payments (or any portion) be made to that
person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to
the person unable to use the payments. EIX will have no obligation to supervise the use of such
payments, and court-appointed guardianship or conservatorship may be required.



ARTICLE 5

PLAN ADMINISTRATION




5.1 Plan Interpretation




The Administrator will administer the Plan and interpret, construe and apply its provisions in
accordance with its terms and will provide direction and oversight as necessary to management,
staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator will
establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the
administration of the Plan. All decisions of the Administrator will be final and binding.



5.2 Limited Liability




Neither the Administrator, nor any of its members or designees, will be liable to any person for
any action taken or omitted in connection with the interpretation and administration of this Plan.



ARTICLE 6

AMENDMENT OR TERMINATION OF PLAN




6.1 Authority to Amend or Terminate




The Administrator will have full power and authority to prospectively modify or terminate this
Plan, and the Administrator’s interpretations, constructions and actions, including any
determination of the amount or recipient of the payment to be made, will be binding and



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conclusive on all persons for all purposes. Absent the consent of the Eligible Employee, however,
the Administrator will in no event have any authority to modify this section. However, no such
amendment or termination will apply to any person who has then qualified for or is receiving
benefits under this Plan.



6.2 Limitations




In the event of Plan amendment or termination which has the effect of eliminating or reducing a
benefit under the Plan, the benefit payable on account of a deceased Eligible Employee will not be
impaired.



ARTICLE 7

CLAIMS AND REVIEW PROCEDURES




7.1 Claims Procedure




(a) The Administrator will notify a Beneficiary (or person submitting a claim on behalf of the
Beneficiary) (a “claimant”) in writing, within 90 days after his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the Plan. If the
Administrator determines that a claimant is not eligible for benefits or full benefits, the notice
will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions
of the Plan on which the denial is based, (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a description of why it is
needed, and (4) an explanation of the Plan’s claims review procedure and other appropriate
information as to the steps to be taken if the claimant wishes to have the claim reviewed. If the
Administrator determines that there are special circumstances requiring additional time to make a
decision, the Administrator will notify the claimant of the special circumstances and the date by
which a decision is expected to be made, and may extend the time for up to an additional 90-day
period.



(b) If a claimant is determined by the Administrator not to be eligible for benefits, or if the
claimant believes that he or she is entitled to greater or different benefits, the claimant will
have the opportunity to have the claim reviewed by the Administrator by filing a petition for
review with the Administrator within 60 days after receipt of the notice issued by the
Administrator. Said petition will state the specific reasons which the claimant believes entitle
him or her to benefits or to greater or different benefits. Within 60 days after receipt by the
Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an
opportunity to present his or her position to the Administrator in writing, and the claimant (or
counsel) will have the right to review the pertinent documents. The Administrator will notify the
claimant of its decision in writing within the 60-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the claimant and the specific
provisions of the Plan on which the decision is based. If, due to special circumstances (for
example, because of the need for a hearing), the 60-day period is not sufficient, the decision may
be deferred for up to another 60-day period at the election of the Administrator, but notice of
this deferral will be given to the claimant. In the event of the death of the Beneficiary, the
same procedures will apply to the Beneficiary’s Beneficiaries.



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7.2 Dispute Arbitration




Notwithstanding the foregoing, because it is agreed that time will be of the essence in determining
whether any payments are due to a claimant under this Plan, a claimant may, if he or she desires,
submit any claim for payment under this Plan to arbitration. This right to select arbitration will
be solely that of the claimant and the claimant may decide whether or not to arbitrate in his or
her discretion. The “right to select arbitration” is not mandatory on the claimant, and the
claimant may choose in lieu thereof to bring an action in an appropriate civil court. Once an
arbitration is commenced, however, it may not be discontinued without the mutual consent of both
parties to the arbitration. During the lifetime of the Beneficiary only he or she can use the
arbitration procedure set forth in this section.



Any claim for arbitration may be submitted as follows: if a claimant has submitted a request to be
paid under this Plan and the claim is finally denied by the Administrator in whole or in part, such
claim may be filed in writing with an arbitrator of the claimant’s choice who is selected by the
method described in the next four sentences. The first step of the selection will consist of the
claimant submitting a list of five potential arbitrators to the Administrator. Each of the five
arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State
of California or (2) a retired California Superior Court or Appellate Court judge. Within one week
after receipt of the list, the Administrator will select one of the five arbitrators as the
arbitrator for the dispute in question. If the Administrator fails to select an arbitrator within
one week after receipt of the list, the claimant will then designate one of the five arbitrators
for the dispute in question.



The arbitration hearing will be held within seven days (or as soon thereafter as possible) after
the picking of the arbitrator. No continuance of said hearing will be allowed without the mutual
consent of the claimant and the Administrator. Absence from or nonparticipation at the hearing by
either party will not prevent the issuance of an award. Hearing procedures which will expedite the
hearing may be ordered at the arbitrator’s discretion, and the arbitrator may close the hearing in
his or her sole discretion when he or she decides he or she has heard sufficient evidence to
satisfy issuance of an award.



The arbitrator’s award will be rendered as expeditiously as possible and in no event later than one
week after the close of the hearing.



In the event the arbitrator finds that the Administrator or the Employer has breached this Plan, he
or she will order the Employer to pay to the claimant within two business days after the decision
is rendered the amount then due the claimant, plus, notwithstanding anything to the contrary in
this Plan, an additional amount equal to 20% of the amount actually in dispute. The award of the
arbitrator will be final and binding upon the parties.



The award may be enforced in any appropriate court as soon as possible after its rendition. The
Administrator will be considered the prevailing party in a dispute if the arbitrator determines
(1) that neither the Administrator nor the Employer has breached this Plan and (2) the claim by the
claimant was not made in good faith. Otherwise, the claimant will be considered the prevailing
party. In the event that the Administrator is the prevailing party, the fee of the arbitrator and
all necessary expenses of the hearing (excluding any attorneys’ fees incurred by



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the Administrator) including the fees of a stenographic reporter, if employed, will be paid by the
losing party. In the event that the claimant is the prevailing party, the fee of the arbitrator
and all necessary expenses of the hearing (including all attorneys’ fees incurred by the claimant
in pursuing his or her claim and the fees of a stenographic reporter, if employed) will be paid by
the Administrator by March 15 of the year following the year in which the arbitrator determines who
the prevailing party is.



ARTICLE 8

MISCELLANEOUS




8.1 Participation in Other Plans




The Eligible Employee will continue to be entitled to participate in all employee benefit programs
of the Employer as may, from time to time, be in effect.



8.2 Forfeiture




The payments to be made pursuant to the Plan require the Eligible Employee to devote substantially
all of his or her time, skill, diligence and attention to the business of the Employer and not to
actively engage, either directly or indirectly, in any business or other activity adverse to the
best interests of the business of the Employer. Any breach of these conditions will result in
complete forfeiture of benefits under the Plan, and EIX and the Employer will have no further
liability therefor.



8.3 Successors




The rights and obligations of each Employer under the Plan will inure to the benefit of, and will
be binding upon, the successors and assigns of the Employer.



8.4 Employment Not Guaranteed




Nothing contained in the Plan nor any action taken hereunder will be construed as a contract of
employment or as giving any Eligible Employee any right to continue in employment with the Employer
or any other Affiliate.



8.5 Gender, Singular and Plural




All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter,
as the identity of the person or persons may require. As the context may require, the singular may
be read as the plural and the plural as the singular.



8.6 Captions




The captions of the articles and sections of the Plan are for convenience only and will not control
or affect the meaning or construction of any of its provisions.



8.7 Validity




If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in
any respect whatsoever, the validity of any other provisions of the Plan.



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8.8 Waiver of Breach




The waiver by EIX or the Administrator of any breach of any provision of the Plan by the Eligible
Employee will not operate or be construed as a waiver of any subsequent breach by the Eligible
Employee.



8.9 Applicable Law




The Plan will be governed and construed in accordance with the laws of California except where the
laws of California are preempted by ERISA.



8.10 Notice




Any notice or filing required or permitted to be given to the Administrator under the Plan will be
sufficient if in writing and hand-delivered, or sent by first class mail to the principal office of
EIX, directed to the attention of the Administrator. The notice will be deemed given as of the
date of delivery, or, if delivery is made by mail, as of the date shown on the postmark.



8.11 Statutes and Regulations




Any reference to a statute or regulation herein shall include any successor to such statute or
regulation.



IN WITNESS WHEREOF, EIX has adopted this Plan effective the 31st day of December, 2008.



	 	 	 	 
	EDISON INTERNATIONAL

 	 
	/s/ Diane L. Featherstone
 	 
	     Diane L. Featherstone 	 
	 	 	 
	 




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