exv10w24






Exhibit 10.24




EDISON INTERNATIONAL




ESTATE AND FINANCIAL PLANNING PROGRAM




As Amended December 31, 2008




     I. PURPOSE


The purpose of this Estate and Financial Planning Program (the “Program”) is to provide independent
professional estate planning, financial planning and income tax preparation services to executives
of Edison International and certain affiliates of Edison International.




     II. PARTICIPATION


Participation in the Program is voluntary. Participants may elect to participate in the estate
planning, the financial planning and/or the income tax preparation portions of the Program.




     III. ELIGIBILITY


1. Eligibility for this Program is limited to the Executive Officers of Edison International, the
Presidents of Edison International affiliates whose participation has been approved by the Chief
Executive Officer of Edison International or the Administrator, and such other executives whose
participation has been approved by the Chairman of the Board and Chief Executive Officer of Edison
International. For purposes of this Program, “Executive Officer” means the Chairman of the Board
and Chief Executive Officer, President, Executive Vice Presidents, Senior Vice Presidents,
Corporate Vice Presidents and the Corporate Secretary of Edison International and eligible
Presidents of an Edison International affiliate. The spouse (other than the surviving spouse of a
deceased retired Participant) of a Participant will receive services under this Program only to the
extent that his/her estate plan, financial plan, or tax plan or tax return is directly related to
that of the Participant.



2. Eligibility will continue as long as the Participant is an Executive Officer of Edison
International, or an otherwise qualified and approved Participant, and for five years after
retirement as such.



3. Eligibility for this Program will end and benefits will cease upon termination of employment
with Edison International or the affiliate, or resignation from Edison International or the
affiliate. If a Participant becomes disabled, and because of such disability is unable to continue
to work as an executive of Edison International or the affiliate, eligibility for this Program will
continue throughout the period of disability.




     IV. SERVICES PROVIDED


1. Services provided under this Program are paid for by Edison International, including any
start-up fees and expenses. Services provided will include all requested and necessary estate
planning, preparation and implementation of will and trust plans, financial planning and
counseling, income tax and retirement tax planning and return preparation and other similar
expenses.




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2. Services provided under this Program are the only services of this type paid for by Edison
International. Edison International will not pay for any services in lieu of the services of this
Program. A Participant may not elect to receive a cash payment in lieu of services under this
Program, and the right to reimbursement for eligible services is not subject to liquidation or
exchange for any other benefit. Services provided are only those services directly related to the
estate planning, financial planning and income tax needs of the Participant and his/her spouse as
set forth in Section IV, Paragraph 1 (above).



3. Invoices for services performed under this Program must be submitted with an authorization for
payment or reimbursement to the Edison International Controller. Reimbursement for eligible
services will be paid to the Participant by the end of the calendar year following the calendar
year in which the expenses were incurred. Eligible services incurred or reimbursements paid in one
year will not affect the amount eligible for reimbursement in any other year.




     V. SERVICE PROVIDERS


1. The Chairman of the Board and Chief Executive Officer of Edison International will (a) designate
the professional providers of services for the Program and/or (b) establish the qualification
requirements of professional providers for those instances when Edison International gives
Participants discretion to select their own.



2. Edison International will periodically inform Participants who the approved professional
providers are under the Program. In addition, Edison International will specify the qualification
requirements which must be met by professional providers when Participants have selection
discretion.




     VI. SERVICES FOLLOWING RETIREMENT


Services under this Program to the Participant and his/her surviving spouse will continue for five
years after the retirement of the Participant, provided however, that the surviving spouse and the
Participant must have been married on the date of the Participant’s retirement. In the event of
the re-marriage of the surviving spouse of the Participant during the five-year period following
retirement, any benefits under this Program will cease as of the date of the re-marriage. All
benefits under this Program will cease on the anniversary of the fifth year following the
Participant’s retirement from the Company.




     VII. TAXES


1. Amounts paid on behalf of a Participant under this Program may be subject to income tax
withholding or other deductions as may be required from time-to-time by federal, state or local
law.



2. Any taxes which may result because of the services provided under this Program are the sole
responsibility of the Participant.




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     VIII. CONFIDENTIALITY


Information obtained in the course of this Program will be held confidential between the
professional service providers and their individual clients, and such information will not be made
available to Edison International or the affiliate unless required by a court of competent
jurisdiction, or unless such information is required to be disclosed by law, or by the professional
service provider’s ethical standards of conduct.




     IX. ADMINISTRATION


1. This Program is administered by the Compensation and Executive Personnel Committee of the Board
of Directors or its designee. Day-to-day administration of the Program has been delegated to the
Executive Compensation Division of Southern California Edison Company. The Committee will at all
times have full power and authority to interpret, construe, administer, and prospectively to
modify, amend, or terminate this Program. The Committee’s interpretations, constructions and
actions shall be binding and conclusive on all persons for all purposes. No member of the
Committee, nor its designee, shall be liable to any person for any action taken or omitted in
connection with this Program.



2. Questions as to the extent of covered services or other routine administrative matters, and
questions regarding the scope of this Program will be decided by the Edison International General
Counsel in consultation with the Edison International Controller, and as they deem necessary, with
the Chairman of the Board and Chief Executive Officer.




     X. NO RIGHT TO CONTINUED EMPLOYMENT


Nothing contained in this document or the Program shall be construed as conferring upon a
Participant the right to continue in the employ of Edison International or an Edison International
affiliate as an Executive Officer or in any other capacity. A Participant’s eligibility to
participate in this Program will continue only so long as the Participant remains an Executive
Officer of the Company, an otherwise qualified and approved Participant, or a retired Participant
subject to the limitations of the Program.




     XI. SIX MONTH DELAY FOR SECTION 409A


Notwithstanding any provision of this Program to the contrary, if the Participant is a “specified
employee” as defined in Section 409A of the Internal Revenue Code, the Participant shall not be
entitled to any reimbursements or payments under the Program upon a termination of his or her
employment until the earlier of (i) the date which is six (6) months after his or her “separation
from service” (as such term is defined in Section 409A of the Internal Revenue Code and regulations
promulgated thereunder) for any reason other than death, or (ii) the date of the Participant’s
death. Any reimbursements or other amounts otherwise payable to the Participant following a
termination of his or her employment that are not so paid by reason of this Section XI shall be
paid as soon as practicable (and in any event within thirty (30) days) after the date that is six
(6) months after the Participant’s separation from service (or, if earlier, the date of the
Participant’s death). The provisions of this Section XI shall only apply if, and to the extent,
required to comply with Section 409A of the Internal Revenue Code.




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     XII. MISCELLANEOUS


1. If any of the provisions of this Program are held invalid, or held to violate any law, the
remainder of the Program may remain in full force and effect.



2. Any right to receive services under this Program is hereby expressly declared to be a personal,
nonassignable and nontransferable benefit of employment related to the Participant’s status as an
Executive Officer or other executive of Edison International or an affiliate. In the event of any
attempted assignment, alienation or transfer of such rights contrary to the provisions of this
Program, or upon determination by the Chairman of the Board and Chief Executive Officer after
consultation with the General Counsel and the Controller that in their good faith opinion the
Participant has abused his/her services under the Program, and after written notice of such
determination has been given to the Participant, Edison International shall have no further
liability for the provision of or payment for services hereunder.



3. This Program will be governed by the laws of the State of California.



4. This Program is effective on September 21, 1989.




	 	 	 	 
	Edison International

 	 
	By: Diane L. Featherstone
 	 
	     Diane L. Featherstone 	 
	 	 	 
	 




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