exv10w17






Exhibit 10.17




EDISON INTERNATIONAL

SOUTHERN CALIFORNIA EDISON COMPANY




RETIREMENT PLAN FOR DIRECTORS




As Amended and Restated Effective December 31, 2008




PREAMBLE




The purpose of this Plan is to provide recognition and retirement compensation to eligible members
of the boards of directors (the “Boards”) of Edison International and Southern California Edison
Company (each, a “Company”) to facilitate the Companies’ ability to attract, retain, and reward
members of the Boards. This Plan is designed to comply with Section 409A of the Internal Revenue
Code and the regulations issued thereunder (“Section 409A”).



ARTICLE 1

ELIGIBILITY




1.2 Eligibility




Eligibility in this Plan is limited to members of the Boards who have at least five years of total
service (which need not be continuous service) as directors, and who retire or resign from the
Boards in good standing or die while in service and in good standing. This Plan covers periods of
service both as an employee director and as an outside director. For purposes of this Plan, a year
of service will be determined on a calendar year basis and a full year of service will be credited
for any fractional year served.



ARTICLE 2

AMOUNT OF ANNUAL BENEFIT




2.1 Benefit




The Plan pays an annual retirement benefit equal to the annual retainer in effect at the time of
the eligible director’s retirement, resignation, or death. The retirement benefit will be paid
quarterly in equal installments for the period described in Section 3.1(a). Each quarterly
installment shall equal one-fourth of the director’s annual retirement benefit. No additional
amount will be paid for service on any of the committees of the Boards, nor will interest be paid.



2.2 Benefit of Directors in Service Before 1996




If a director has Board service prior to 1996, the Plan will pay an annual retirement benefit
determined by multiplying the director’s years of service before and after January 1, 1996 by the
applicable compensation base and dividing the sum of the products by the director’s total years of
service. For service before 1996, the compensation base will be (i) the annual retainer plus
(ii) the



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regular Board meeting fee multiplied by the annual number of regular meetings of the Board as
described in the Bylaws. For service after 1995, the compensation base will be the annual
retainer. The annual retainer, the regular Board meeting fee and the number of regular meetings of
the Board will be those in effect, or made effective, at the time of the eligible director’s
Separation from Service.



2.3 Termination of Benefit Accrual for Service After 1997




Notwithstanding any other provision of this Plan to the contrary, no Board service after 1997 of
any Director who is elected or re-elected as a Director in 1998, or any time thereafter, will be
taken into account for purposes of determining benefits payable under this Plan. Benefits accrued
based on Board service prior to 1998 shall otherwise remain payable in accordance with the terms of
the Plan.



ARTICLE 3

DURATION OF PAYMENTS




3.1 Benefit Period




(a) Except as provided in Section 3.3, the Plan benefit will be paid to the retired director for
the number of years equal to the director’s total years of service on the Boards through 1997 (the
“Benefit Period”).



(b) A break in service on the Board of Edison International or Southern California Edison Company
which was required to allow the director to render a period of uninterrupted high-level government
service, and which was followed by reelection to that Board within 12 months after the completion
of such government service, will be recognized under this Plan as a period of service on that
Board.



(c) A year of simultaneous service on the Boards of Edison International and Southern California
Edison Company will be counted as one year for computation of the Plan’s benefit period.



3.2 Commencement of Payments




(a) The first quarterly installment of Plan benefits will be paid on the first day of the calendar
quarter following the director’s Separation from Service as a director or the 65th anniversary of
the director’s birth, whichever occurs later. Subsequent quarterly installments of Plan benefits
will be paid on the first day of each subsequent calendar quarter following the payment date of
such first quarterly installment and shall continue through the end of the Benefit Period.



(b) Notwithstanding Section 3.2(a), if a director elected a specific date on which his or her Plan
benefits will be paid by submitting an election form on or before December 31, 2008, in accordance
with the transition rule under Section 409A, then distribution shall be made to the director on
that specified date.



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3.3 Survivor Benefits




If the director dies, any benefit payments remaining will continue to be paid during the remainder
of the Benefit Period to his or her surviving spouse or, if there is no surviving spouse, to the
estate of the director.



ARTICLE 4

ADMINISTRATION




4.1 Unfunded Status




This Plan is non-contributory, non-qualified and unfunded, and represents an unsecured general
obligation of each Company. No special fund or trust will be created, nor will any notes or
securities be issued with respect to any retirement benefits.



4.2 Plan Interpretations




The Chair of each Company’s Compensation and Executive Personnel Committee (each, a “Committee”),
or the Vice President of Human Resources of Southern California Edison Company, will have full and
final authority to interpret this Plan, and to make determinations advisable for the administration
of this Plan, to approve ministerial changes, and to approve changes as may be required by law or
regulation. All such decisions and determinations will be final and binding upon all parties.



4.3 Incapacity




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



4.4 Applicable Law




This Plan will be governed by the laws of the State of California.



ARTICLE 5

MISCELLANEOUS




5.1 Section 409A




It is intended that any amounts payable under this Plan and the exercise of authority or discretion
by either the Company or any director or other person hereunder shall comply with Section 409A so
as not to subject any person receiving benefits hereunder to payment of any interest or additional
tax imposed under Section 409A.



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5.2 Specified Employees




Notwithstanding any provision of this Plan to the contrary, if a director is reasonably determined
to be a “specified employee” as defined in Section 409A, the director shall not be entitled to any
payments upon his or her Separation from Service until the earlier of (i) the date which is six
(6) months after such Separation from Service for any reason other than death, or (ii) the date of
the director’s death. Any amounts otherwise payable to the director following his or her
Separation from Service that are not so paid by reason of this paragraph shall be paid within
30 days after the date that is six (6) months after the director’s Separation from Service (or, if
earlier, the date of the director’s death).



5.3 Separation from Service




For purposes of this Plan, “Separation from Service” means when a director dies, retires, or
otherwise has a termination of service from the Board that constitutes a “separation from service”
within the meaning of Treasury Regulation Section 1.409A-1(h), without regard to the optional
alternative definitions available thereunder.



	 	 	 	 	 
	 	EDISON INTERNATIONAL AND
SOUTHERN CALIFORNIA EDISON COMPANY

 	 
	 	/s/ Diane L. Featherstone
 	 
	 	     Diane L. Featherstone 	 
	 	 	 
	 




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