exv10w13






Exhibit 10.13




EDISON INTERNATIONAL




2008 EXECUTIVE RETIREMENT PLAN




Effective




December 31, 2008














 








TABLE OF CONTENTS




	 	 	 	 	 
	PREAMBLE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 1 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 PARTICIPATION
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 3 BENEFIT DETERMINATION AND VESTING
	 	 	4	 
	 
	 	 	 	 
	3.1 Overview
	 	 	4	 
	3.2 Benefit Features
	 	 	5	 
	3.3 Benefit Computation
	 	 	5	 
	3.4 Vesting
	 	 	7	 
	3.5 Benefit of Former Executives
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 4 PAYMENT ELECTIONS
	 	 	7	 
	 
	 	 	 	 
	4.1 Primary Payment Election
	 	 	7	 
	4.2 Contingent Payment Elections
	 	 	8	 
	4.3 Changes to Payment Elections
	 	 	9	 
	4.4 Small Benefit Exception
	 	 	9	 
	4.5 Six-Month Delay in Payment for Specified Employees
	 	 	10	 
	4.6 Conflict of Interest Exception, Etc.
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 5 SURVIVOR BENEFITS
	 	 	10	 
	 
	 	 	 	 
	5.1 Payment
	 	 	10	 
	5.2 Benefit Computation
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 6 BENEFICIARY DESIGNATION
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 7 CONDITIONS RELATED TO BENEFITS
	 	 	11	 
	 
	 	 	 	 
	7.1 Nonassignability
	 	 	11	 
	7.2 Unforeseeable Emergency
	 	 	11	 
	7.3 No Right to Assets
	 	 	12	 
	7.4 Protective Provisions
	 	 	12	 
	7.5 Constructive Receipt
	 	 	12	 
	7.6 Withholding
	 	 	12	 
	7.7 Incapacity
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 8 PLAN ADMINISTRATION
	 	 	12	 
	 
	 	 	 	 
	8.1 Plan Interpretation
	 	 	12	 
	8.2 Limited Liability
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 9 AMENDMENT OR TERMINATION OF PLAN
	 	 	13	 






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TABLE OF CONTENTS





	 	 	 	 	 
	9.1 Authority to Amend or Terminate
	 	 	13	 
	9.2 Limitations
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 10 CLAIMS AND REVIEW PROCEDURES
	 	 	13	 
	 
	 	 	 	 
	10.1 Claims Procedure for Claims Other Than Due to Disability
	 	 	13	 
	10.2 Claims Procedure for Claims Due to Disability
	 	 	14	 
	10.3 Dispute Arbitration
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 11 MISCELLANEOUS
	 	 	16	 
	 
	 	 	 	 
	11.1 Participation in Other Plans
	 	 	16	 
	11.2 Relationship to Qualified Plan
	 	 	17	 
	11.3 Forfeiture
	 	 	17	 
	11.4 Successors
	 	 	17	 
	11.5 Trust
	 	 	17	 
	11.6 Employment Not Guaranteed
	 	 	17	 
	11.7 Gender, Singular and Plural
	 	 	17	 
	11.8 Captions
	 	 	18	 
	11.9 Validity
	 	 	18	 
	11.10 Waiver of Breach
	 	 	18	 
	11.11 Applicable Law
	 	 	18	 
	11.12 Notice
	 	 	18	 
	11.13 ERISA Plan
	 	 	18	 
	11.14 Statutes and Regulations
	 	 	18	 







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EDISON INTERNATIONAL




2008 EXECUTIVE RETIREMENT PLAN




Effective December 31, 2008




PREAMBLE




The purpose of this Plan is to provide supplemental retirement benefits to Participants and
surviving spouses or other designated Beneficiaries of such Participants.



This Plan applies to benefits that are accrued or vested after December 31, 2004, and is intended
to comply with Section 409A of the Internal Revenue Code and the regulations promulgated
thereunder. Benefits that were accrued and vested prior to 2005 shall be paid under the
Predecessor Plan in accordance with the terms therein. In no event shall a Participant receive
benefits under this Plan and the Predecessor Plan with respect to the same years of service.



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 6
of the Plan.



Benefit Feature means one of the levels of benefit under the Plan as described in Section 3.2(a).



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.



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.



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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 4.2.



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.



EIX means Edison International.



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 Profit Sharing Credits mean the amounts the Employer would have contributed to the
Savings Plan if the Participant were not subject to Sections 415 and 401(a)(17) of the Code and if
the Participant’s elective deferrals under the EIX 2008 Executive Deferred Compensation Plan or
predecessor or successor plans governing nonqualified deferrals were included in the definition of
Earnings under the Savings Plan.



Participant means either (1) an employee of an Affiliate, who (i) is a U.S. employee or an
expatriate and is based and paid in the U.S.; (ii) has been designated as an Executive by the
Administrator, the Affiliate’s board or the Affiliate’s CEO for purposes of the Plan; and
(iii) qualifies as a member of the “select group of management or highly compensated employees”
under ERISA; or (2) a person who has a vested benefit under the Plan by virtue of prior employment
as an Executive of an Affiliate, which vested benefit has not yet been completely distributed.



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



Plan means the EIX 2008 Executive Retirement Plan.



Predecessor Plan means the Southern California Edison Company Executive Retirement Plan.



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Primary Payment Election means an election regarding the time and form of payments made or deemed
made in accordance with Section 4.1.



Profit Sharing means the programs under which some Affiliates have made profit sharing or gain
sharing contributions to the Savings Plan.



Qualified Plan means the Southern California Edison Company Retirement Plan, or a successor plan,
intended to qualify under Section 401(a) of the Code.



Retirement means Separation from Service upon attainment of at least age 55 with at least 5 Years
of Service.



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 Savings Plan or the EIX 2008 Executive Deferred Compensation Plan or
predecessor or successor plans governing deferral of salary.



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



Senior Officer means (i) the CEOs, Presidents, Executive Vice Presidents, Senior Vice Presidents
and elected Vice Presidents 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 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).



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.



Total Compensation means (i) for Participants not eligible for Benefit Feature (iii), the monthly
average Salary based on the Participant’s 36 highest consecutive months of Salary, and (ii) for
Participants eligible for Benefit Feature (iii), the monthly average Salary plus Bonus based on the
36 consecutive months in which the Participant had the highest combination of Salary and Bonus.
The 36 months need not be consecutive for individuals who were Participants in the Predecessor Plan
and eligible for Benefit Feature (iii) before January 1, 2008. For purposes of



3









 







determining the highest 36 months for Participants eligible for Benefit Feature (iii), each of the
Participant’s annual Bonuses will be spread evenly over the months worked in the years in which the
Bonuses were earned. If a vested individual terminates prior to Retirement and was no longer a
designated Executive at the time employment was terminated, the Plan benefit described in Section
3.3(a) will be based on the Participant’s Total Compensation and service determined as of the last
date of the Participant’s status as a designated Executive.



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 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 date as of which the Participant’s benefit will be calculated, and is the
first day of the month following the month in which the final day of employment falls prior to
Separation from Service, death or Disability, except that if the Participant’s Separation from
Service is a Termination of Employment, the Valuation Date is the later of (1) the first day of the
month of the Participant’s 55th birthday or (2) the first day of the month following the
month in which the Participant’s final day of employment occurs prior to Termination of Employment.



Year of Service means a year of service as determined in accordance with the terms of the Qualified
Plan. For Participants grandfathered in the defined-benefit final average pay benefit feature of
the Qualified Plan, years of service will be determined according to the same rules applicable to
such benefit. For all other Participants, years of service will be determined according to the
rules applicable to the cash-balance feature of the Qualified Plan.



ARTICLE 2

PARTICIPATION




Individuals are eligible to participate in the Plan when they become Senior Officers or are
designated as Executives by the Affiliate’s board or the Affiliate’s CEO for purposes of this Plan.
Participation in the Plan will continue as long as the individual remains a Senior Officer or a
designated Executive (subject to any applicable Plan restrictions) or has a vested benefit under
the Plan that has not been completely paid out.



ARTICLE 3

BENEFIT DETERMINATION AND VESTING




3.1 Overview




Benefits under the Plan will be payable with respect to any vested Participant following Retirement
or the occurrence of a Contingent Event to the extent a benefit under the Plan is determined to
exist by calculations as provided under Section 3.3(a).



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3.2 Benefit Features




(a) The Plan provides a supplemental retirement benefit calculated in accordance with Section 3.3
below. The Plan incorporates the following Benefit Features:




	 	(i)	 	Recognition of the amount of Salary that is not recognized for purposes of calculating
benefits under the Qualified Plan or Profit Sharing contributions to the Savings Plan due
to limits imposed by the Code under Sections 415(b) or 401(a)(17).
	 
	 	(ii)	 	Recognition of deferred Salary that is not recognized for purposes of calculating
benefits under the Qualified Plan or Profit Sharing contributions to the Savings Plan.
	 
	 	(iii)	 	Recognition of Bonuses that are not recognized for purposes of calculating benefits
under the Qualified Plan.





(b) Senior Officers are eligible for all three Benefit Features. Other Participants are eligible
for Benefit Features (i) and (ii) only.



(c) Participants in the Predecessor Plan on December 31, 1994 and Participants who were CEOs,
Presidents, Executive Vice Presidents or Senior Vice Presidents of EIX or its Affiliates or elected
Vice Presidents of EIX, Southern California Edison Company or Edison Capital prior to January 1,
2006, are also eligible for all three Benefit Features and an additional 0.75% benefit accrual for
each Year of Service up to ten Years of Service, unless they were participants in the Predecessor
Plan on December 31, 1992 and elected not to participate in the Executive Disability and Survivor
Benefit Program, in which case they are eligible for all three Benefit Features but not for the
additional 0.75% benefit accrual.



(d) Notwithstanding the above, elected Vice Presidents of Edison Mission Energy, Edison Mission
Marketing and Trading, and Midwest Generation whose Separation from Service occurred prior to
January 1, 2006, are eligible for Benefit Features (i) and (ii) only.



3.3 Benefit Computation




(a) EIX will calculate at the time of a Participant’s death, Disability or Separation from Service
the amount of any benefit payable under the Plan. The benefit payable under this Plan will be the
greater of (1) the value of the single life annuity calculated pursuant to Section 3.3(b), reduced
by (i) the value of the single life annuity (unreduced for a contingent annuitant) payable to the
Participant under the terms of the Qualified Plan, or other Affiliate defined benefit plan, after
taking into account any applicable restrictions or limitations as to such payments required by the
Code or other applicable law or the terms of the Qualified Plan, or other applicable Affiliate
defined benefit plan; (ii) the actuarial single life annuity value, as defined in the Qualified
Plan, of the Participant’s Profit Sharing Account under the Savings Plan, or a successor plan; and
(iii) the portion of the Participant’s Social Security benefit specified in the Qualified Plan or
(2) the actuarial single life annuity value of the notional account derived from any Executive
Profit Sharing Credits allocated to the Participant plus earnings thereon.



(b) The Participant’s Total Compensation will be used to calculate the value of the single life
annuity benefit based on the “Supplemental A” formula set forth in Section 4.02(a) of the



5









 







Qualified Plan, including Subsection (1) but excluding Subsection (2), and Section 4.12(b) of the
Qualified Plan, and also, in the case of Disability, Exhibit B of the Qualified Plan, or, in the
case of Termination of Employment, Exhibit G of the Qualified Plan, notwithstanding the
Participant’s eligibility for such benefits under the terms of the Qualified Plan. If the final
Bonus is determined after benefits under the Plan are paid or commenced, the benefit will be
recalculated from inception and a one-time adjustment will be made to true-up payments already
made, and future payments, if any, will be adjusted accordingly. Any true up-payment will be made
within two and one-half months of the date the final Bonus is determined.



(c) If a Participant is entitled to benefits under the Severance Plan or any similar successor plan
as in effect upon the Participant’s Separation from Service, and has satisfied all conditions for
such benefits, then an additional Year of Service credit (in the case of a Qualifying Termination
Event associated with a Change in Control as defined in the Severance Plan, two years for Senior
Vice Presidents and Presidents and other officers designated by the CEO of EIX to be in Executive
Compensation Band D or above, but three years for the Chief Executive Officer of EIX, Southern
California Edison Company, or Edison Mission Group, or the General Counsel or Chief Financial
Officer of EIX) and an additional year of age (in the case of a Qualifying Termination Event
associated with a Change in Control as defined in the Severance Plan, two years for Senior Vice
Presidents and Presidents and other officers designated by the CEO of EIX to be in Executive
Compensation Band D or above, but three years for the Chief Executive Officer of EIX, Southern
California Edison Company, or Edison Mission Group, or the General Counsel or Chief Financial
Officer of EIX) shall be included for purposes of the benefit calculation under Section 3.3(b),
including in applying the benefit formula under the Qualified Plan for grandfathered employees who
are not yet age 55 but who have 68 points. The value added to the Plan benefit by this severance
enhancement shall be the difference between the gross benefit calculated as described in Section
3.3(b) but with the additional age and service credits, before any reduction for benefits under
other plans pursuant to Section 3.3(a), and the unenhanced gross benefit calculated under Section
3.3(b). Notwithstanding anything to the contrary in this Section 3.3(c), if a Participant becomes
entitled to benefits under the Severance Plan or any similar successor plan and is subsequently
rehired as an Executive prior to the date lump sum payments or initial installment or annuity
payments commence, the Participant shall not be entitled to any additional Year of Service or age
credits under this Section 3.3.



(d) Participants who are also eligible for Profit Sharing may receive Executive Profit Sharing
Credits. If any Profit Sharing contribution is reduced because a portion of the Participant’s
Salary is excluded either because of nonqualified Salary deferrals or the limits imposed by
Sections 415 and 401(a)(17) of the Code, the amount by which the contribution was reduced will be
credited to a notional Executive Profit Sharing Credit account under the Plan as of the date of the
Profit Sharing contribution. Amounts in this notional account will earn notional interest at the
rates in effect for cash balance interest credits in the Qualified Plan, credited daily and
compounded annually. The resulting notional Executive Profit Sharing Credit amount will be taken
into account in calculating the Plan benefit as described in Section 3.3(a).



(e) The lump sum value of the benefit payable under the Plan as of the Valuation Date will be
actuarially determined as the present value of the Participant’s single life annuity benefit under
the Plan as of that date, using the discount rate and mortality table then in effect for lump sum



6









 







determination in the Qualified Plan, except that the lump sum value may not be less than the value
of the notional Executive Profit Sharing Credit account balance as of that date. A notional
account will be established as the Plan Benefit as of the Valuation Date, with an initial value
equal to the lump sum value. The account will be credited with interest at the interest crediting
rates in effect for the Qualified Plan until the account has been fully paid out according to the
terms of the Plan and the Participant’s Payment Election.



3.4 Vesting




The right to receive benefits under the Plan 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.



3.5 Benefit of Former Executives




A vested Participant who remains employed with an Affiliate until Retirement but is no longer a
designated Executive will retain a benefit in the Plan based on the Participant’s Total
Compensation and service determined as of the last date of the Participant’s eligible status and
reduced by the amounts specified in Section 3.3(a) determined upon the Participant’s Retirement.



ARTICLE 4

PAYMENT ELECTIONS




4.1 Primary Payment Election




Each year, a Participant may make a Primary Payment Election specifying the payment schedule for
the benefits to be accrued in the following Plan Year by submitting an election to the
Administrator in such time and manner established by the Administrator. The election made in one
year shall apply for subsequent years unless prior to a subsequent year the Participant submits a
new payment election for the subsequent year. By way of example, benefits attributable to Bonus
compensation will be treated as accrued during the Plan Year when the relevant services are
performed (and not any later year when the Bonus is actually paid), and any benefits attributable
to additional Year of Service or age credits triggered by a Participant’s Separation from Service
under the Severance Plan will be treated as accrued during the Plan Year when the Participant’s
Separation from Service occurs.



On or before December 31, 2008, Participants 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) Joint and survivor life annuity paid in monthly installments; or




(b) Contingent life annuity paid in monthly installments; or



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(c) Monthly installments for 60 to 180 months; or




(d) A single lump sum; or




(e) Two to fifteen installments paid annually: or




(f) Any combination of the choices listed in (c), (d) and (e).



Payments under a Primary Payment Election may commence upon (i) the Participant’s Retirement, (ii)
the later of the Participant’s Retirement or the first day of a specific month and year, or
(iii) the first day of the month that is a specified number of months and/or years following the
Participant’s Retirement or the first day of a specified month a specified number of years
following the calendar year in which the Participant’s Retirement occurs (provided that if the date
otherwise determined pursuant to clauses (ii) and (iii) is later than the later of the
Participant’s Retirement or the month and year in which the Participant attains age 75, the date
pursuant to clauses (ii) and (iii) shall be the later of the Participant’s Retirement or the month
and year in which the Participant attains age 75). If the Participant elects under a Primary
Payment Election to receive payment pursuant to clause (ii) and the Participant dies prior to the
later of Retirement or the specified payment date, payment shall be made pursuant to the
Participant’s Contingent Payment Election (if any) for the Participant’s death (regardless of
whether the Participant’s death occurs while the Participant is employed by an Affiliate or
thereafter).



Subject to Section 4.5, lump sum payments or initial installment or annuity payments will be made
within 60 days of the scheduled dates, and interest will be added to the payment amount for the
days elapsed between the scheduled payment date and the actual date of payment.



If paid in installments, the installments will be paid in amounts that will amortize the balance
with interest credited at the interest crediting rates in effect for the Qualified Plan over the
period of time benefits are to be paid. For purposes of calculating installments, the account will
be valued as of the Valuation Date and subsequently as of December 31 each year with 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 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
joint and survivor annuity paid in monthly installments commencing upon the Participant’s
Retirement (or, if earlier, the Participant’s death or Disability).



4.2 Contingent Payment Elections




Each year, a Participant may make Contingent Payment Elections for each of the Contingent Events of
(1) the Participant’s death while employed by an Affiliate, (2) the Participant’s



8









 







Disability while employed by an Affiliate, and (3) Termination of Employment for the benefits to be
accrued in the following Plan Year, which election will take effect upon the first Contingent Event
that occurs before the Participant’s Retirement, by submitting an election to the Administrator in
such time and manner established by the Administrator. The choices available for the Contingent
Payment Elections are those specified in Section 4.1 except that the references to Retirement shall
instead be the applicable Contingent Event if the event is death or Disability or the first day of
the month of the Participant’s 55th birthday (or, if later, Termination of Employment)
if the Contingent Event is Termination of Employment. The election made in one year shall apply
for subsequent years unless prior to a subsequent year the Participant submits a new Payment
Election for the subsequent year.



If the Participant has made no Contingent Payment Election and a Contingent Event occurs prior to
Retirement, 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 reference to the first day of the month following the date of the
Contingent Event if the Contingent Event is the Participant’s death or Disability, but will be the
first day of the month of the Participant’s 55th birthday (or, if later, Termination of
Employment) if the Contingent Event is Termination of Employment. If a Contingent Event occurs
prior to Retirement and the Participant has made neither a Primary Payment Election nor a
Contingent Payment Election, the Payment Election shall be deemed to be a joint and survivor life
annuity payable on the first day of the month following the date of the Contingent Event if the
Contingent Event is the Participant’s death or Disability, but payable on the first day of the
month of the Participant’s 55th birthday (or, if later, the first day of the month
following the month in which the Participant’s final day of employment occurs prior to Termination
of Employment) if the Contingent Event is Termination of Employment.



4.3 Changes to Payment Elections




Participants may change a Primary Payment Election or Contingent Payment Election, including a
deemed Payment 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
or life annuity payments for a period of at least five years from the date that the lump sum would
have been paid or installment or life annuity 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 Sections 4.1
and 4.2 (as applicable), subject to the conditions specified in this paragraph.



4.4 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



9









 







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.



4.5 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 or life annuity 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.



4.6 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 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 4.4 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).



ARTICLE 5

SURVIVOR BENEFITS




5.1 Payment




Following the Participant’s death, payment of the benefit will be made to the Participant’s
Beneficiary or Beneficiaries according to the payment schedule elected or deemed elected according
to Article 4.



5.2 Benefit Computation




In addition, if the applicable Payment Election or deemed Payment Election is for a joint and
survivor life annuity, the survivor benefit is 50% of the Participant’s annuity amount, payable
only to the spouse married to the Participant at the earlier of the commencement of Plan benefit
payments to the Participant or the Participant’s death, but actuarially reduced if that spouse is
more than five years younger than the Participant. If the election is for a contingent life
annuity, the survivor benefit will be as elected. The survivor benefit associated with a life
annuity will be calculated in a manner consistent with the survivor benefit provisions of the
Qualified Plan except that this Plan will govern where its provisions under Section 3.3 are
inconsistent with those of the Qualified Plan. The annuity value will be calculated as specified
above and converted to a lump sum according to the provisions in Section 3.3(e).



ARTICLE 6

BENEFICIARY DESIGNATION




The Participant 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



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event of the Participant’s death; provided that if the Participant has elected (or is deemed to
have elected) a Payment Election in the form of a joint and survivor life annuity or a contingent
life annuity and designates a new person or entity as Beneficiary after annuity payments have
commenced, the annuity payments to such newly designated Beneficiary must be made in the same
amounts and at the same times as payments would have been made to the designated Beneficiary
immediately proceeding the commencement of payments. 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 the distribution of benefits under
this Plan, and no contingent Beneficiary has been designated by the Participant, any remaining
payments will be made to the primary Beneficiary’s Beneficiary, if one has been designated, or to
the Beneficiary’s estate.



ARTICLE 7

CONDITIONS RELATED TO BENEFITS




7.1 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.



7.2 Unforeseeable Emergency




A Retired Participant, a Participant who has a Disability, or a Participant who is age 55 or older
may submit a hardship distribution request to the Administrator in writing setting forth the
reasons for the request. The Administrator will have the sole authority to approve or deny such
requests. Upon a finding that the Participant has suffered an Unforeseeable Emergency, the
Administrator may in its discretion, permit the Participant to accelerate distributions of benefits
under the Plan in the amount reasonably necessary to alleviate the Unforeseeable Emergency.



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7.3 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.



7.4 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.



7.5 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
7.5 will be binding and conclusive.



7.6 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.



7.7 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 8

PLAN ADMINISTRATION




8.1 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.



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8.2 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 9

AMENDMENT OR TERMINATION OF PLAN




9.1 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 Participant’s account or benefits, or the amount or recipient of the payment
to be made, will be binding and conclusive on all persons for all purposes. Absent the consent of
the Participant, 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.



9.2 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 retired Participant or Beneficiary will
not be impaired, and the benefits of other Participants will not be less than the benefit to which
each such Participant would have been entitled if he or she had retired immediately prior to such
amendment or termination.



ARTICLE 10

CLAIMS AND REVIEW PROCEDURES




10.1 Claims Procedure for Claims Other Than 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.



10.2 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, 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 10.2; (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 10.2(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.



10.3 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 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 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



15









 







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 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 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 11

MISCELLANEOUS




11.1 Participation in Other Plans




The Participant will continue to be entitled to participate in all employee benefit programs of the
Employer as may, from time to time, be in effect. However, Total Compensation includable under
this Plan will be deemed Salary or other compensation to the Participant for the purpose of
computing benefits under this Plan only, and will be used only under this Plan to calculate those
benefits to which the Participant would otherwise be entitled under the Qualified Plan or Savings



16









 





Plan if such Total Compensation could have been included in the determination of benefits under
such Plans.



11.2 Relationship to Qualified Plan




This Plan will to the fullest extent possible under currently applicable law be administered in
accordance with, and where practicable according to the terms of the Qualified Plan and/or Savings
Plan. Notwithstanding the foregoing, the terms of this Plan shall control benefits payable under
this Plan whenever the terms of the Qualified Plan and/or Savings Plan differ from this Plan.



11.3 Forfeiture




The payments to be made pursuant to the Plan require the Participant, for so long as the
Participant remains in the active employ of the Employer, 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. In addition, the Participant will remain available during Retirement
for consultation in any matter related to the affairs of the Employer. Any breach of these
conditions will result in complete forfeiture of any further benefits under the Plan. If the
Participant will fail to observe any of the above conditions, or if he or she will be discharged by
the Employer for malfeasance or willful neglect of duty, then in any of said events, the payments
under this Plan will not be paid, and EIX and the Employer will have no further liability therefor.



11.4 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.



11.5 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. 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.



11.6 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.



11.7 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.



17









 





11.8 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.



11.9 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.



11.10 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.



11.11 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.



11.12 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.



11.13 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.



11.14 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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