exv10w8






Exhibit 10.8




EDISON INTERNATIONAL




2008 EXECUTIVE DEFERRED COMPENSATION PLAN




Effective

December 31, 2008









 









 











2008 EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS (cont.)




	 	 	 	 	 
	Section

	 	Title
	 	Page
	 

	 	 
	 	 







					
	ARTICLE 1 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 DEFERRAL ELECTIONS
	 	 	4	 
	 
	 	 	 	 
	2.1 Elections
	 	 	4	 
	2.2 Vesting
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 3 MATCHING CREDITS
	 	 	6	 
	 
	 	 	 	 
	3.1 Amount
	 	 	6	 
	3.2 Vesting
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 4 DEFERRAL ACCOUNTS
	 	 	6	 
	 
	 	 	 	 
	4.1 Deferral Accounts
	 	 	6	 
	4.2 Timing of Credits
	 	 	6	 
	4.3 Statement of Accounts
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 5 PAYMENT ELECTIONS
	 	 	7	 
	 
	 	 	 	 
	5.1 Primary Payment Election
	 	 	7	 
	5.2 Contingent Payment Election
	 	 	8	 
	5.3 Changes to Payment Elections
	 	 	9	 
	5.4 Small Benefit Exception
	 	 	9	 
	5.5 Six-Month Delay in Payment for Specified Employees
	 	 	9	 
	5.6 Conflict of Interest Exception, Etc
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 6 SURVIVOR BENEFITS
	 	 	10	 
	 
	 	 	 	 
	6.1 Payment
	 	 	10	 
	6.2 Special Increase
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 7 BENEFICIARY DESIGNATION
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 8 CONDITIONS RELATED TO BENEFITS
	 	 	11	 
	 
	 	 	 	 
	8.1 Nonassignability
	 	 	11	 
	8.2 Unforeseeable Emergency Distribution
	 	 	11	 
	8.3 No Right to Assets
	 	 	11	 
	8.4 Protective Provisions
	 	 	11	 
	8.5 Constructive Receipt
	 	 	12	 
	8.6 Withholding
	 	 	12	 
	8.7 Incapacity
	 	 	12	 






i









 




2008 EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS (cont.)




	 	 	 	 	 
	Section

	 	Title
	 	Page
	 

	 	 
	 	 







					
	ARTICLE 9 PLAN ADMINISTRATION
	 	 	12	 
	 
	 	 	 	 
	9.1 Plan Interpretation
	 	 	12	 
	9.2 Limited Liability
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 10 AMENDMENT OR TERMINATION OF PLAN
	 	 	12	 
	 
	 	 	 	 
	10.1 Amendment of Plan
	 	 	12	 
	10.2 Termination of Plan
	 	 	13	 
	10.3 Amendment or Termination after Change in Control
	 	 	13	 
	10.4 Exercise of Power to Amend or Terminate
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 11 CLAIMS AND REVIEW PROCEDURES
	 	 	13	 
	 
	 	 	 	 
	11.1 Claims Procedure for Claims Other Than for Vesting due to Disability
	 	 	13	 
	11.2 Claims Procedure for Claims due to Disability
	 	 	14	 
	11.3 Dispute Arbitration
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 12 MISCELLANEOUS
	 	 	16	 
	 
	 	 	 	 
	12.1 Successors
	 	 	16	 
	12.2 Trust
	 	 	16	 
	12.3 Employment Not Guaranteed
	 	 	17	 
	12.4 Gender, Singular and Plural
	 	 	17	 
	12.5 Captions
	 	 	17	 
	12.6 Validity
	 	 	17	 
	12.7 Waiver of Breach
	 	 	17	 
	12.8 Applicable Law
	 	 	17	 
	12.9 Notice
	 	 	17	 
	12.10 ERISA Plan
	 	 	17	 
	12.11 Statutes and Regulations
	 	 	17	 






ii









 






EDISON INTERNATIONAL




2008 EXECUTIVE DEFERRED COMPENSATION PLAN




Effective December 31, 2008




PREAMBLE




The purpose of this Plan is to provide Eligible Employees of participating Affiliates with the
opportunity to defer payment and taxation of some elements of their compensation.



This Plan applies to amounts arising from deferrals of compensation earned or determined after
December 31, 2004 and to amounts that vested after December 31, 2004, and is intended to comply
with Section 409A of the Internal Revenue Code and the regulations issued thereunder.



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 7
of the Plan.



Board means the Board of Directors of EIX.



Bonus means the dollar amount of bonus awarded by the Employer to the Participant 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 Plan,
provided such award constitutes “performance-based compensation” within the meaning of Treasury
Regulation Section 1.409A-1(e).



Change in Control means a Change in Control of EIX as defined in the Severance Plan.



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



Contingent Event means the Participant’s Disability or death while employed by an Affiliate or
Separation from Service for other reasons if such event occurs prior to the Participant’s
Retirement.



 









 





Contingent Payment Election means an election regarding the time and form of payment made or deemed
made in accordance with Section 5.2.



Crediting Rate means the rate at which interest will be credited to Deferral Accounts. The rate
will be determined annually in advance of the calendar year and will be equal to the average
monthly Moody’s Corporate Bond Yield for Baa Public Utility Bonds for the 60 months preceding
November 1st of the prior year. EIX reserves the right to prospectively change the definition of
Crediting Rate.



Deferral Account means the notional account established for record keeping purposes for a
Participant pursuant to Article 4 of the Plan.



Deferral Election means the Participant’s written election to defer amounts under the Plan,
submitted to the Administrator.



Deferral Period means the Plan Year covered by a valid Deferral Election previously submitted by a
Participant, or in the case of a newly eligible Participant, the balance of the Plan Year following
the date of the Deferral Election.



Disability means the Participant (i) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than twelve months or
(ii) is, by reason of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not less than twelve
months, receiving income replacement benefits for a period of not less than three months under a
plan covering employees of the Employer.



Dividend Equivalent means an amount equal to the dividend declared by the Board on one share of EIX
common stock for any calendar quarter.



EIX means Edison International.



Eligible Employee means an Executive of an Affiliate, who (i) is a U.S. employee or an expatriate
who is based and paid in the U.S., (ii) is designated by the Administrator as eligible to
participate in the Plan (subject to the restriction in Section 8.2 of the Plan), and (iii)
qualifies as a member of a “select group of management or highly compensated employees” under
ERISA.



Employer means the Affiliate employing the Participant.



ERISA means the Employee Retirement Income Security Act of 1974, as amended.



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.



Executive Salary Deferral means the percentage deferred from Salary under this Plan. The Executive
Salary Deferral is subtracted from Salary before Savings Plan contributions are calculated.



Matching Credits means the credits added to the Participant’s Deferral Account under Article 3.



Matching Base means the amount of the Executive Salary Deferral plus the amount, if any, by which
the Participant’s Salary in a calendar year minus the Executive Salary Deferral for that calendar
year exceeds the Code Section 401(a)(17) compensation limit.



2









 





Participant means an Eligible Employee who has completed a Deferral Election with respect to future
payments pursuant to Article 2 of the Plan, or an employee or former employee who has a Deferral
Account balance.



Payment Election means a Primary Payment Election or a Contingent Payment Election.



Plan means the EIX 2008 Executive Deferred Compensation Plan.



Plan Year means the calendar year.



Primary Payment Election means an election regarding the time and form of payments made or deemed
made in accordance with Section 5.1.



Qualifying Award means an award granted to an Eligible Employee under the EIX Management Long-Term
Incentive Compensation Plan, the EIX Officer Long-Term Incentive Compensation Plan, the EIX Equity
Compensation Plan, or the EIX 2007 Performance Incentive Plan, other than an EIX nonqualified stock
option, and evidenced in writing that provides (or is amended to provide) that the award may be
deferred under this Plan.



Retirement means a Separation from Service under terms constituting a retirement for purposes of
the EIX 2008 Executive Retirement Plan.



Salary means the Participant’s basic pay from the Employer (excluding Bonuses, Special Awards,
commissions, severance pay, and other non-regular forms of compensation) before reductions for
deferrals under the Plan or the Savings Plan.



Savings Plan means the Edison 401(k) Savings Plan.



Separation from Service occurs when a Participant 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.



Severance Plan means the EIX 2008 Executive Severance Plan (or any similar successor plan).



Similar Plan means a plan required to be aggregated with this Plan under Treasury Regulation
Section 1.409A-1(c)(2)(i).



Special Award means an award other than Salary, Bonus or a Qualifying Award that is payable in cash
at a future date.



Specified Employee means a Participant who is designated as an elected Vice President or above by
the Administrator, using the identification date and methods determined by the Administrator.



Termination of Employment means the voluntary or involuntary Separation from Service for any reason
other than Retirement or death.



Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an
illness or accident of the Participant, the Participant’s Beneficiary, or the Participant’s spouse
or dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and
(d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a
home following damage to a home not otherwise covered by insurance, for example, not as a



3









 







result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the Participant’s control.



Valuation Date means the last day of the month in which the final day of employment falls prior to
Separation from Service, unless distribution is scheduled or required to commence on a date other
than the first day of the month following Separation from Service, in which latter case Valuation
Date means the day before distribution is scheduled or required to commence.



Years of Service. Years of vesting service credited under the terms of the EIX 2008 Executive
Retirement Plan.



ARTICLE 2

DEFERRAL ELECTIONS




2.1 Elections




(a) Salary. An Eligible Employee may elect to defer Salary under the Plan by filing with the
Administrator a completed and fully executed Salary Deferral Election specifying the whole
percentage of Salary to be deferred prior to the beginning of the Plan Year during which the
Eligible Employee performs the services for which such Salary is to be earned. The maximum Salary
Deferral is 75% of Salary. Once made, a Salary Deferral Election (including any election regarding
time and form of payment) will continue to apply for subsequent Deferral Periods unless the
Participant submits a new Salary Deferral Election form during a subsequent enrollment period
changing the deferral amount or revoking the existing election.



(b) Bonus. An Eligible Employee may elect to defer some or all of his or her Bonus by submitting a
Bonus Deferral Election to the Administrator prior to the date that is six months before the end of
the performance period and in no event later than the date the Bonus has become readily
ascertainable. Once made, this Bonus Deferral Election (including any election regarding time and
form of payment) will continue to apply for subsequent Deferral Periods unless the Participant
submits a new Bonus Deferral Election form during a subsequent enrollment period changing the
deferral amount or revoking the existing election.



(c) Initial Eligibility. Notwithstanding the foregoing, an employee who first becomes an Eligible
Employee during a Plan Year may make an initial Deferral Election for the deferral of Salary or
Bonus, provided that such Eligible Employee has not previously become eligible to participate in
this or any Similar Plan. Any Salary Deferral Election must be made within thirty days after the
date the employee becomes an Eligible Employee and shall apply to Salary earned for services
performed after the election is filed with the Administrator. If the employee first becomes an
Eligible Employee prior to establishment of the performance criteria for a Bonus, the eligible
Employee may make the Bonus Deferral Election prior to the date that is six months before the end
of the performance period but not later than the date the Bonus has become readily ascertainable.
If the employee first becomes an Eligible Employee after establishment of the performance criteria
or less than six months before the end of the Deferral Period, such Bonus Deferral Election must be
made within thirty days after the date the employee becomes an Eligible Employee and shall apply to
that portion of the Bonus earned during the Plan Year
multiplied by the ratio of the number of days remaining in the calendar year after the election is
filed with the Administrator to the total number of days during the Plan Year that such Employee is
employed by an Affiliate.



4









 





(d) Qualifying Awards. Eligible Employees may elect to defer payment of Qualified Awards by
submitting a Qualifying Award Deferral Election to the Administrator. With respect to any
Qualifying Awards that are “performance-based compensation,” within the meaning of Treasury
Regulation Section 1.409A-1(e), the Participant must submit his or her Qualifying Award Deferral
Election to the Administrator prior to the date that is six months before the end of the
performance period and in no event later than the date the Qualifying Award has become readily
ascertainable. With respect to any Qualifying Awards that are not “performance-based
compensation,” within the meaning of Treasury Regulation Section 1.409A-1(e), the Participant must
submit his or her Qualifying Award Deferral Election to the Administrator either (i) within thirty
days following the date the Qualifying Award is granted, but in no event later than the date that
is twelve months before the Qualifying Award could cease to be subject to a substantial risk of
forfeiture other than due to death, Disability or a change in the ownership or effective control or
a change in the ownership of a substantial portion of the assets of EIX within the meaning of
Treasury Regulation Section 1.409A-3(i)(5), or (ii) prior to the beginning of the Plan Year in
which such Qualifying Award is granted. The Qualifying Award remains subject to all applicable
limitations as to the time or times during which it may become payable or the conditions for
payment as provided in the terms and conditions of the Qualifying Award.



(e) Special Awards. Eligible Employees may elect to defer payout of Special Awards by submitting a
Special Award Deferral Election to the Administrator. With respect to any Special Awards that are
“performance-based compensation,” within the meaning of Treasury Regulation Section 1.409A-1(e),
the Participant must submit his or her Special Award Deferral Election to the Administrator prior
to the date that is six months before the end of the performance period and in no event later than
the date the Special Award has become readily ascertainable. With respect to any Special Awards
that are not “performance-based compensation,” within the meaning of Treasury Regulation
Section 1.409A-1(e), the Participant must submit his or her Special Award Deferral Election to the
Administrator either (i) within thirty days following the date the Special Award is granted, but in
no event later than the date that is twelve months before the Special Award could cease to be
subject to a substantial risk of forfeiture other than due to death, Disability or a change in the
ownership or effective control or a change in the ownership of a substantial portion of the assets
of EIX within the meaning of Treasury Regulation Section 1.409A-3(i)(5), or (ii) prior to the
beginning of the Plan Year in which such Special Award is given.



(f) Dividend Equivalents. Dividend Equivalents associated with stock options granted to
Participants are credited under the Plan and subject to the payment election provisions of
Article 5.



2.2 Vesting




Amounts deferred under this Article 2 and any earnings thereon will be 100% vested at all times.
Notwithstanding the foregoing, any Special Award deferred under Section 2.1(e) and any earnings
thereon may be subject to vesting terms. Any such deferred Special Award shall fully
vest upon the Participant’s Separation from Service if the Participant is entitled to receive
benefits under the Severance Plan and has satisfied all conditions for such benefits.



5









 





ARTICLE 3

MATCHING CREDITS




3.1 Amount




Matching Credits in each calendar year will be added by the Employer to the Participant’s Deferral
Account under this Plan equal to (i) the lesser of the amount of Salary earned in the calendar year
and deferred under the Plan or 6% of the Participant’s Matching Base for the calendar year, plus
(ii) the lesser of one-half of the amount of Bonus deferred under the Plan or 3% of the Bonus.
Matching Credits added to the Participant’s Deferral Account shall be subject to the payment
election provisions of Article 5 (and, for the avoidance of doubt, will become payable pursuant to
the Deferral Election made or deemed made in the year prior to the calendar year the Matching
Credits are added to the Participant’s Deferral Account).



3.2 Vesting




The Participant’s Matching Credits and earnings thereon will vest (i) when the Participant has
completed five Years of Service with an Affiliate, (ii) upon the Participant’s Disability while
employed with an Affiliate, (iii) upon the Participant’s death while employed with an Affiliate, or
(iv) upon the Participant’s Separation from Service if the Participant is entitled to benefits
under the Severance Plan and has satisfied all conditions for such benefits.



ARTICLE 4

DEFERRAL ACCOUNTS




4.1 Deferral Accounts




Solely for record keeping purposes, the Administrator will maintain a Deferral Account for each
Participant with such subaccounts as the Administrator or its record keeper finds necessary or
convenient in the administration of the Plan.



4.2 Timing of Credits




(a) Salary, Bonus and Special Award Deferrals. The Administrator will credit to the Participant’s
Deferral Account the Salary, Bonus and Special Award deferrals under Article 2 at the time such
amounts would otherwise have been paid to the Participant but for the Deferral Election.



(b) Matching Credits. Matching Credits under Article 3 will be credited (conditionally until
vested) to the Deferral Account at the same time the related deferrals are credited to the Deferral
Account.



(c) Qualifying Awards. As of the date immediately following the vesting or performance period of a
Qualifying Award, or as of the ex-dividend date in the case of Dividend Equivalents, a
Participant’s Deferral Account will be credited with the deferred amount.



(d) Interest Crediting Dates. The Administrator will credit interest at the Crediting Rate to the
Participant’s Deferral Account on a daily basis, compounded annually.



6









 





4.3 Statement of Accounts




The Administrator will periodically provide to each Participant a statement setting forth the
balance of the Deferral Account maintained for the Participant.



ARTICLE 5

PAYMENT ELECTIONS




5.1 Primary Payment Election




As part of a Deferral Election, a Participant may make a Primary Payment Election specifying the
payment schedule for each subaccount that will be created as a result of the Deferral Election. On
or before December 31, 2008, a Participant may make a special Primary Payment Election in
accordance with the transition rule under Section 409A of the Code for Plan benefits previously
scheduled to commence payment after the calendar year in which the special Primary Payment Election
is made. The choices available for a Primary Payment Election are as follows:




	(a)	 	Monthly installments for 60 to 180 months; or
	 
	(b)	 	A single lump sum; or
	 
	(c)	 	Two to fifteen installments paid annually; or
	 
	(d)	 	Any combination of the preceding three choices.





Payments under this Primary Payment Election may commence upon (i) the first day of a specified
month and year that may be no later than the month and year in which the Participant attains age
75; (ii) the Participant’s Retirement; or (iii) the first day of the month that is a specified
number of months following the Participant’s Retirement or the first day of a specified month a
specified number of years following the calendar year in which Retirement occurs (provided that if
the date otherwise determined pursuant to this clause (iii) is later than the month and year in
which the Participant attains age 75, the date pursuant to this clause (iii) shall be the later of
the Participant’s Retirement or the month and year in which the Participant attains age 75).



Subject to Section 5.5, lump sum payments or initial installment payments will be made within 60
days of the scheduled dates. Interest will be added to the payment amount for the days elapsed
between the scheduled payment date and the actual date of payment. Notwithstanding anything to
the contrary in a Participant Deferral Election, payments from a Participant’s Deferral Account
will be subject to the following earliest payment date rules effective for payments scheduled to
commence in 2009 or later: (i) no subaccount other than a Dividend Equivalent subaccount may be
scheduled to commence payment or be paid until the first month of the calendar year following the
calendar year in which the last possible deferral credit can be made to the account and (ii) no
Dividend Equivalent subaccount may be scheduled to commence payment or be paid until the first
month of the second calendar year following the calendar year in which the last possible deferral
credit can be made to the account. (For example, if pursuant to a Deferral Election, a Participant
elects to defer Salary earned for services performed during the
2009 calendar year, the earliest payment date for the subaccount derived from such Salary deferrals
would be January 2011, as the final possible deferral credit to that account is in January 2010;
or, for example, payment of the 2004 Dividend Equivalent subaccount may



7









 







commence no sooner than
January 2010, as the final possible deferral credit to that account is in December 2008.)



If paid in installments, the installments will be paid in amounts that will amortize the Deferral
Account or subaccount balance with interest credited at the Crediting Rate over the period of time
benefits are to be paid. For purposes of calculating installments, the Deferral Account or
subaccount will be valued as of the Valuation Date and subsequently as of December 31 each year
with subsequent installments adjusted for the next calendar year according to procedures
established by the Administrator. Notwithstanding anything herein to the contrary, distribution in
installments shall be treated as a single payment as of the date of the initial installment for
purposes of Section 409A of the Code. If paid in monthly installments, the installments may be
paid in a single check each month or in more than one check for any given month, provided that in
either such case the total amount of the monthly payment shall not change.



If no Primary Payment Election has been made, the Primary Payment Election shall be deemed to be a
single lump sum upon the Participant’s Retirement (or, if earlier, the Participant’s death or
Disability), except that the Primary Payment Election for deferred Dividend Equivalents associated
with stock options shall be deemed to be annual payments each January to the extent the deferred
Dividend Equivalents have been credited and vested.



5.2 Contingent Payment Election




As part of a Deferral Election, a Participant may make a Contingent Payment Election for each of
the Contingent Events of (1) the Participant’s death while employed by an Affiliate, (2) the
Participant’s Disability while employed by an Affiliate and (3) Termination of Employment, for each
subaccount that will be created as a result of the Deferral Election, which Contingent Payment
Election will take effect upon the first Contingent Event, if any, that occurs before the
Participant’s Retirement (if the Participant specified a payment schedule determined by reference
to Retirement in Section 5.1) or the first day of a specified month and year elected by the
Participant pursuant to Section 5.1. The choices available for the Contingent Payment Election are
those specified in Section 5.1 except that the references to Retirement shall instead refer to the
applicable Contingent Event.



If the Participant has made no Contingent Payment Election and a Contingent Event occurs prior to
Retirement (if the Participant specified a payment schedule determined by reference to Retirement
in Section 5.1) or the first day of a specified month and year elected by the Participant pursuant
to Section 5.1, the Administrator will pay the benefit as specified in the Participant’s Primary
Payment Election, except that payments scheduled for payment or commencement of payment “upon
Retirement,” or with a payment date determined by reference to “Retirement,” will be paid,
commence, or have payment determined by a reference to, the first day of the month following the
month in which the Contingent Event occurs. If the Participant has made neither a Contingent
Payment Election nor a Primary Payment Election and a Contingent Event occurs prior to Retirement,
the Payment Election shall be deemed to be a single lump sum upon the Participant’s Contingent
Event, except that the payment election for deferred Dividend Equivalents associated with stock
options shall be deemed to be annual
payments each January to the extent the deferred Dividend Equivalents have been credited and
vested.



8









 





5.3 Changes to Payment Elections




Participants may change a Primary Payment Election or Contingent Payment Election, including a
deemed Payment Election, after the period allowed for the initial Deferral Election by submitting a
new written Payment Election to the Administrator, subject to the following conditions: (1) the
new Payment Election shall not be effective unless made at least twelve months before the payment
or commencement date scheduled under the prior Payment Election; (2) the new Payment Election must
defer a lump sum payment or commencement of installment payments for a period of at least five
years from the date that the lump sum would have been paid or installment payments would have
commenced under the prior Payment Election and (3) the election shall not be effective until twelve
months after it is filed with the Administrator. If at the time a new Payment Election is filed,
the Administrator determines that imposition of the five-year delay would require that a
Participant’s payments begin after he or she has attained age 75, then the Participant will not be
permitted to make a new Payment Election. The payment schedules available under a new Payment
Election are those specified in Section 5.1 and 5.2 (as applicable), subject to the conditions
specified in this paragraph.



5.4 Small Benefit Exception




Notwithstanding the foregoing, the Administrator may, in its sole discretion and as determined by
it in writing, pay the benefits in a single lump sum if the sum of all benefits payable to the
Participant under this Plan and all Similar Plans is less than or equal to the applicable dollar
amount under Section 402(g)(1)(B) of the Code.



5.5 Six-Month Delay in Payment for Specified Employees




Notwithstanding anything herein to the contrary, in the event that a Participant who is a Specified
Employee is entitled to a distribution from the Plan due to the Participant’s Separation from
Service, the lump sum payment or the commencement of installment payments, as the case may be, may
not be scheduled to occur or occur before the date that is the earlier of (1) six months following
the Participant’s Separation from Service for reasons other than death or (2) the Participant’s
death.



5.6 Conflict of Interest Exception, Etc.




Notwithstanding the foregoing, the Administrator may, in its sole discretion, pay benefits in a
single lump sum if permitted under Treasury Regulation Section 1.409A-3(j)(4)(iii). In addition,
the Administrator may, in its sole discretion, accelerate the payment of benefits if and to the
extent permitted under any of the other exceptions specified in Treasury Regulation Section
1.409A-3(j)(4) to the general rule in Section 409A of the Code prohibiting accelerated payments,
provided that the terms of Section 5.4 of the Plan shall govern whether benefits will be paid in a
single lump sum pursuant to the small benefit exception contained in Treasury Regulation Section
1.409A-3(j)(4)(v).



9









 





ARTICLE 6

SURVIVOR BENEFITS




6.1 Payment




Following the Participant’s death, payment of the Participant’s Deferral Account will be made to
the Participant’s Beneficiary or Beneficiaries according to the payment schedule elected or deemed
elected according to Article 5.



6.2 Special Increase




This Section 6.2 applies as to any Participant who was first an Eligible Employee under this Plan
on or before December 31, 2008. If any such Participant’s death occurs within the first 10 years
following the date on which he or she first became an Eligible Employee, the balance existing on
the date of the Participant’s death shall be doubled, excluding the portion of the balance derived
from deferrals and earnings thereon of Qualifying Awards and of Special Awards unless the Special
Award specifies such doubling. The doubled balance will be paid out according to the payment
schedule elected or deemed elected according to Article 5. For the avoidance of doubt, the death
benefit provided in this Section 6.2 is intended as a separate plan within the meaning of Section
409A of the Code and Treasury Regulation Section 1.409A-1(c).



ARTICLE 7

BENEFICIARY DESIGNATION




The Participant will have the right, at any time, to designate any person or persons as Beneficiary
(both primary and contingent) to whom payment under the Plan will be made in the event of the
Participant’s death. The Beneficiary designation will be effective when it is submitted in writing
to the Administrator during the Participant’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 a Participant 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 Participant’s new spouse has
previously been designated as Beneficiary. The spouse of a married Participant must consent in
writing to any designation of a Beneficiary other than the spouse.



If a Participant 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 Participant, then the Administrator
will direct the distribution of the benefits to the Participant’s estate. If a primary Beneficiary
dies after the Participant’s death but prior to completion of benefits under this Plan, and no
contingent Beneficiary has been designated by the Participant, any remaining payments will be paid
to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s
estate.



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ARTICLE 8

CONDITIONS RELATED TO BENEFITS




8.1 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 any manner whatsoever. These benefits
will be exempt from the claims of creditors of any Participant or other claimants and from all
orders, decrees, levies, garnishment or executions against any Participant to the fullest extent
allowed by law. Notwithstanding the foregoing, the benefit payable to a Participant may be
assigned in full or in part, pursuant to a domestic relations order of a court of competent
jurisdiction.



8.2 Unforeseeable Emergency Distribution




A Participant may submit a hardship distribution request to the Administrator in writing setting
forth the reasons for the request. The Administrator (or its delegate) will have the sole
authority to approve or deny such requests. Upon a finding that the Participant has suffered an
Unforeseeable Emergency, the Administrator (or its delegate) may in its discretion, permit the
Participant to cease any on-going deferrals and accelerate distributions of benefits under the Plan
in the amount reasonably necessary to alleviate the Unforeseeable Emergency. If a distribution is
to be made to a Participant on account of an Unforeseeable Emergency, the Participant may not make
deferrals under the Plan until one entire Plan Year following the Plan Year in which a distribution
based on an Unforeseeable Emergency was made has elapsed.



8.3 No Right to Assets




The benefits paid under the Plan will be paid from the general funds of the Employer, and the
Participant and any Beneficiary will be no more than unsecured general creditors of the Employer
with no special or prior right to any assets of the Employer for payment of any obligations
hereunder. Neither the Participant nor the Beneficiary will have a claim to benefits from any
other Affiliate. Plan benefits are available to Eligible Employees of EIX and its participating
Affiliates. Amounts of compensation deferred by Participants pursuant to this Plan accrue as
liabilities of the participating Affiliate at the time of the deferral under the terms and
conditions set forth herein. By electing to defer compensation under the Plan, Participants
consent to EIX sponsorship of the Plan, but acknowledge that EIX is not a guarantor of the benefit
obligations of other participating Affiliates. Each participating Affiliate is responsible for
payment of the accrued benefits under the Plan with respect to its own Eligible Employees subject
to the terms and conditions set forth herein.



8.4 Protective Provisions




The Participant 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 Participant
refuses to cooperate, the Administrator and the Employer will have no further obligation to the
Participant under the Plan.



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8.5 Constructive Receipt




Notwithstanding anything to the contrary in this Plan, in the event the Administrator determines
that amounts deferred under the Plan have failed to comply with Section 409A and must be recognized
as income for federal income tax purposes, distribution of the amounts included in a Participant’s
income will be made to such Participant. The determination of the Administrator under this Section
8.5 will be binding and conclusive.



8.6 Withholding




The Participant or the Beneficiary will make appropriate arrangements with the Administrator for
satisfaction of any federal, state or local income tax withholding requirements and Social Security
or other employee tax requirements applicable to the accrual or payment of benefits under the Plan.
If no other arrangements are made, the Administrator may provide, at its discretion, for such
withholding and tax payments as may be required.



8.7 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 9

PLAN ADMINISTRATION




9.1 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.



9.2 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 10

AMENDMENT OR TERMINATION OF PLAN




10.1 Amendment of Plan




Subject to the terms of Section 10.3, EIX may at any time amend the Plan in whole or in part,
provided, however, that the amendment (i) will not decrease the balance of the Participant’s
Deferral Account at the time of the amendment and (ii) will not retroactively decrease the
applicable Crediting Rates of the Plan prior to the time of the amendment. EIX may amend the



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Crediting Rates of the Plan prospectively, in which case the Administrator will notify the
Participant of the amendment in writing within 30 days after the amendment.



10.2 Termination of Plan




Subject to the terms of Section 10.3, EIX may at any time terminate the Plan. If EIX terminates
the Plan, distributions to the Participants or their Beneficiaries shall be made on the dates on
which the Participants or Beneficiaries would receive benefits hereunder without regard to the
termination of the Plan except that payments may be made upon termination of the Plan if the
requirements for accelerated payment under Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) are
satisfied.



10.3 Amendment or Termination after Change in Control




Notwithstanding the foregoing, EIX will not amend or terminate the Plan without the prior written
consent of affected Participants for a period of two calendar years following a Change in Control
and will not thereafter amend or terminate the Plan in any manner which affects any Participant (or
Beneficiary of a deceased Participant) who commences receiving payment of benefits under the Plan
prior to the end of the two year period following a Change in Control.



10.4 Exercise of Power to Amend or Terminate




EIX’s power to amend or terminate the Plan will be exercisable by the Compensation and Executive
Personnel Committee of the EIX Board of Directors.



ARTICLE 11

CLAIMS AND REVIEW PROCEDURES




11.1 Claims Procedure for Claims Other Than for Vesting due to Disability




(a) Except for claims due to Disability, the Administrator will notify a Participant or his or her
Beneficiary (or person submitting a claim on behalf of the Participant or 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



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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 Participant, the same procedures will
apply to the Participant’s Beneficiaries.



11.2 Claims Procedure for Claims due to Disability




(a) Within a reasonable period of time, but not later than 45 days after receipt of a claim due to
Disability, the Administrator or its delegate shall notify the claimant of any adverse benefit
determination on the claim, unless circumstances beyond the Plan’s control require an extension of
time for processing the claim. Except as contemplated by this Section, in no event may the
extension period exceed 30 days from the end of the initial 45-day period. If an extension is
necessary, the Administrator or its delegate shall provide the claimant with a written notice to
this effect prior to the expiration of the initial 45-day period. The notice shall describe the
circumstances requiring the extension and the date by which the Administrator or its delegate
expects to render a determination on the claim. If, prior to the end of the first 30-day extension
period, the Administrator or its delegate determines that, due to circumstances beyond the control
of the Plan, a decision cannot be rendered within that extension period, the period for making the
determination may be extended for an additional 30 days, so long as the Administrator or its
delegate notifies the claimant, prior to the expiration of the first 30-day extension period, of
the circumstances requiring the extension and the date as of which the Administrator or its
delegate expects to render a decision. This notice of extension shall specifically describe the
standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision
on the claim, and the additional information needed to resolve those issues, and that the claimant
has at least 45 days within which to provide the specified information.



(b) In the case of an adverse benefit determination, the Administrator or its delegate shall
provide to the claimant written or electronic notification setting forth in a manner calculated to
be understood by the claimant (i) the specific reason or reasons for the adverse benefit
determination; (ii) reference to the specific Plan provisions on which the adverse benefit
determination is based; (iii) a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why the material or information is
necessary; (iv) a description of the Plan’s claim review procedures and the time limits applicable
to such procedures, including a statement of the claimant’s right to bring a civil action under
Section 502(a) of ERISA following an adverse final benefit determination on review and in
accordance with this Section 11.2 (v) if an internal rule, guideline, protocol or similar criterion
(“internal standard”) was relied upon in making the determination, a copy of the internal standard
or a statement that the internal standard shall be provided to the claimant free of charge upon
request; and (vi) if the determination is based on a medical necessity or experimental



14









 







treatment or
similar exclusion or limit, an explanation of the scientific or clinical judgment for the
determination or a statement that such explanation shall be provided free of charge upon request.



(c) 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 180 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 45 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 45-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the claimant and including the
information described in Section 11.2(b) above. If, due to special circumstances (for example,
because of the need for a hearing), the 45-day period is not sufficient, the decision may be
deferred for up to another 45-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 Participant, the same
procedures will apply to the Participant’s Beneficiaries.



11.3 Dispute Arbitration




Notwithstanding the foregoing, and because it is agreed that time will be of the essence in
determining whether any payments are due to a claimant under the Plan, a claimant may, if he or she
desires, submit any claim for payment under the 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 Participant 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 the Plan and the claim is finally denied by the Administrator in whole or in part, the
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



15









 







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 the terms of
the 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 the 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 the terms of the 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 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 Employer by March 15 of the year following the year in which the arbitrator determines who is
the prevailing party.



Notwithstanding the foregoing, if the claim is for Disability benefits, the following rules apply:
(1) the Administrator will not assert that a claimant has failed to exhaust administrative remedies
if the claimant does not submit to arbitration, (2) any applicable statute of limitations or other
similar defense is tolled during the time the arbitration is pending, (3) the claimant may only
submit to arbitration after exhausting the claims procedures described above, and (4) no fees or
costs will be imposed on the claimant as part of the arbitration (other than the claimant’s
attorneys’ fees).



ARTICLE 12

MISCELLANEOUS




12.1 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.



12.2 Trust




The Employers will be responsible for the payment of all benefits under the Plan. At their
discretion, the Employers may establish one or more grantor trusts for the purpose of providing for
payment of benefits under the Plan. The trust or trusts may be irrevocable, but an Employer’s
share of the assets thereof will be subject to the claims of the Employer’s creditors.



16









 





Benefits
paid
to the Participant from any such trust will be considered paid by the Employer for purposes of
meeting the obligations of the Employer under the Plan.



12.3 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 Participant any right to continue in employment with the Employer or
any other Affiliate.



12.4 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.



12.5 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.



12.6 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.



12.7 Waiver of Breach




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



12.8 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.



12.9 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.



12.10 ERISA Plan




The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation
benefits for “a select group of management or highly compensated employees” within the meaning of
Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of
ERISA. EIX is the named fiduciary.



12.11 Statutes and Regulations




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



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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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