exv10w15








Exhibit 10.15




EDISON INTERNATIONAL




2008 EXECUTIVE DISABILITY PLAN




Effective

December 31, 2008















 






TABLE OF CONTENTS






	 	 	 	 	 
	PREAMBLE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 1 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 BENEFITS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3 CONDITIONS RELATED TO BENEFITS
	 	 	2	 
	 
	 	 	 	 
	3.1 Nonassignability
	 	 	2	 
	3.2 No Right to Assets
	 	 	2	 
	3.3 Protective Provisions
	 	 	2	 
	3.4 Incapacity
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 4 PLAN ADMINISTRATION
	 	 	3	 
	 
	 	 	 	 
	4.1 Plan Interpretation
	 	 	3	 
	4.2 Limited Liability
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 5 AMENDMENT OR TERMINATION OF PLAN
	 	 	3	 
	 
	 	 	 	 
	5.1 Authority to Amend or Terminate
	 	 	3	 
	5.2 Limitations
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 6 CLAIMS AND REVIEW PROCEDURES
	 	 	4	 
	 
	 	 	 	 
	6.1 Claims Procedure
	 	 	4	 
	6.2 Dispute Arbitration
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 7 MISCELLANEOUS
	 	 	6	 
	 
	 	 	 	 
	7.1 Participation in Other Plans
	 	 	6	 
	7.2 Forfeiture
	 	 	6	 
	7.3 Successors
	 	 	6	 
	7.4 Employment Not Guaranteed
	 	 	6	 
	7.5 Gender, Singular and Plural
	 	 	7	 
	7.6 Captions
	 	 	7	 
	7.7 Validity
	 	 	7	 
	7.8 Waiver of Breach
	 	 	7	 
	7.9 Applicable Law
	 	 	7	 
	7.10 Notice
	 	 	7	 
	7.11 Statutes and Regulations
	 	 	7	 







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EDISON INTERNATIONAL




2008 EXECUTIVE DISABILITY PLAN




Effective December 31, 2008




PREAMBLE




The purpose of this Plan is to provide supplemental disability benefits to Eligible Employees of
participating Affiliates of EIX.



ARTICLE 1

DEFINITIONS




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



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



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



Board means the Board of Directors of EIX.



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



EIX means Edison International.



Eligible Employee means an Executive of an Affiliate.



Employee Disability Plan means any plan other than this Plan that provides salary-replacement
benefits to employees of Affiliates for short- or long-term disability or illness.



Employer means the Affiliate employing the Eligible Employee.



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 of EIX.



Plan means the EIX 2008 Executive Disability Plan.



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



ARTICLE 2

BENEFITS




To the extent that a salary replacement benefit is payable from any Employee Disability Plan
because of an Eligible Employee’s absence from work for one or more days because of his or her own
illness or disability, the Plan will supplement that benefit as necessary to ensure that the
Eligible Employee will receive a total salary replacement benefit amount for each such day of
absence from work equal to his or her full daily Salary Rate, for up to one year from the date of
initial absence for any single period of Disability, as such period is defined under the applicable
Employee Disability Plan. Payment will be made on regularly scheduled paydays in the same manner
as benefits are paid under the applicable Employee Disability Plan.



ARTICLE 3

CONDITIONS RELATED TO BENEFITS




3.1 Nonassignability




The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or
hypothecated by or to any person or entity, at any time or in any manner whatsoever. These
benefits will be exempt from the claims of creditors of any Eligible Employee or other claimants
and from all orders, decrees, levies, garnishment or executions against any Eligible Employee to
the fullest extent allowed by law. Notwithstanding the foregoing, the benefit payable to an
Eligible Employee may be assigned in full or in part, pursuant to a domestic relations order of a
court of competent jurisdiction.



3.2 No Right to Assets




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



3.3 Protective Provisions




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



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3.4 Incapacity




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



ARTICLE 4

PLAN ADMINISTRATION




4.1 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.



4.2 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 5

AMENDMENT OR TERMINATION OF PLAN




5.1 Authority to Amend or Terminate




The Administrator will have full power and authority to prospectively modify or terminate this
Plan, and the Administrator’s interpretations, constructions and actions, including any
determination of the amount or recipient of the payment to be made, will be binding and conclusive
on all persons for all purposes. Absent the consent of the Eligible Employee, however, the
Administrator will in no event have any authority to modify this section. However, no such
amendment or termination will apply to any person who has then qualified for or is receiving
benefits under this Plan.



5.2 Limitations




In the event of Plan amendment or termination which has the effect of eliminating or reducing a
benefit under the Plan, the benefits of Eligible Employees will not be less than the benefits to
which such Eligible Employees would have been entitled immediately prior to such amendment or
termination of the Plan.



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ARTICLE 6

CLAIMS AND REVIEW PROCEDURES




6.1 Claims Procedure




(a) Within a reasonable period of time, but not later than 45 days after receipt of a claim, the
Administrator or its delegate shall notify the Eligible Employee (or person submitting a claim on
behalf of the Eligible Employee) (a “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. 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; (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 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



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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 6.1(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 Eligible Employee, the same procedures
will apply to the Eligible Employee’s beneficiaries.



6.2 Dispute Arbitration




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



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



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



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



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In the event the arbitrator finds that the Administrator or 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.



Notwithstanding the foregoing, (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 7

MISCELLANEOUS




7.1 Participation in Other Plans




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



7.2 Forfeiture




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



7.3 Successors




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



7.4 Employment Not Guaranteed




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



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7.5 Gender, Singular and Plural




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



7.6 Captions




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



7.7 Validity




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



7.8 Waiver of Breach




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



7.9 Applicable Law




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



7.10 Notice




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



7.11 Statutes and Regulations




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



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



	 	 	 	 
	EDISON INTERNATIONAL

 	 
	/s/ Diane L. Featherstone
 	 
	     Diane L. Featherstone 	 
	 	 	 
	 




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