2008 Executive Deferred Compensation Plan

Exhibit 10.2


EDISON INTERNATIONAL

2008 EXECUTIVE DEFERRED COMPENSATION PLAN

Effective

January 1, 2008


TABLE OF CONTENTS

Section Title Page

ARTICLE 1 DEFINITIONS 1

ARTICLE 2 DEFERRAL ELECTIONS 4

2.1

Elections 4

2.2

Vesting 6

ARTICLE 3 MATCHING CREDITS 6

3.1

Amount 6

3.2

Vesting 6

ARTICLE 4 DEFERRAL ACCOUNTS 7

4.1

Deferral Accounts 7

4.2

Timing of Credits 7

ARTICLE 5 PAYMENT ELECTIONS 7

5.1

Primary Payment Election 7

ARTICLE 6 SURVIVOR BENEFITS 10

ARTICLE 7 BENEFICIARY DESIGNATION 10

ARTICLE 8 CONDITIONS RELATED TO BENEFITS 11

8.1

Nonassignability 11

8.2

Unforeseeable Emergency Distribution 11

8.3

No Right to Assets 11

8.4

Protective Provisions 11

8.6

Withholding 12

ARTICLE 9 PLAN ADMINISTRATION 12

ARTICLE 10 AMENDMENT OR TERMINATION OF PLAN 13

10.1

Amendment of Plan 13

10.2

Termination of Plan 13

10.3

Amendment or Termination After Change in Control 13

10.4

Exercise of Power to Amend or Terminate 13

ARTICLE 11 CLAIMS AND REVIEW PROCEDURES 13

11.1

Claims Procedure for Claims Other Than for Vesting due to Disability 13

11.3

Dispute Arbitration 15


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ARTICLE 12 MISCELLANEOUS 17

12.1

Successors 17

12.2

Trust 17

12.3

Employment Not Guaranteed 17

12.4

Gender, Singular and Plural 17

12.5

Captions 17

12.6

Validity 17

12.7

Waiver of Breach 17

12.8

Applicable Law 18

12.9

Notice 18

12.10

ERISA Plan 18

12.11

Statutes and Regulations 18


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EDISON INTERNATIONAL

2008 EXECUTIVE DEFERRED COMPENSATION PLAN

Effective January 1, 2008 PREAMBLE

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

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

ARTICLE 1

DEFINITIONS

Capitalized terms in the text of the Plan are defined as follows: Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX. Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a " controlled group of corporations" within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.

Beneficiary means the person or persons or entity designated as such in accordance with Article 7 of the Plan.

Board means the Board of Directors of EIX. Bonus means the dollar amount of bonus awarded by the Employer to the Participant pursuant to the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan or a successor plan governing annual executive bonuses, before reductions for deferrals under the Plan, provided such award constitutes " performance-based compensation" within the meaning of Treasury Regulation Section 1.409A-1(e).

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

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Code means the Internal Revenue Code of 1986, as amended. Contingent Event means the Participant' s death while employed by an Affilaite or Separation from Service for other reasons if such event occurs prior to the Participant' s Retirement.

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

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

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

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

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

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

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

EIX means Edison International.

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

Employer means the Affiliate employing the Participant.

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

Executive means an employee of an Affiliate who is designated an Executive by the CEO of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or by the Board of EIX.

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

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

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

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

Payment Election means a Primary Payment Election or a Contingent Payment Election. Plan means the EIX 2008 Executive Deferred Compensation Plan.

Plan Year means the calendar year.

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

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

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

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

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

Separation from Service occurs when a Participant dies, retires, or otherwise has a termination of employment from the Employer that constitutes a " separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

Severance Plan means the EIX 2008 Executive Severance Plan (or any similar successor plan). Similar Plan means a plan required to be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c)(2)(i)(A). Special Award means an award other than Salary, Bonus or a Qualifying Award that is payable in cash at a future date.

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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, Disability or death.

Unforeseeable Emergency means a severe financial hardship to the Participant or the Participant' s Beneficiary after the Participant' s death resulting from an illness or accident of the Participant, the Participant' s Beneficiary, or the Participant' s or Beneficiary' s (after the death of the Participant) 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 or the Beneficiary' s property (after the Participant' s death) 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 or Beneficiary' s (after the Participant' s death) control.

Valuation Date means the last day of the month in which the final day of employment falls prior to Separation from Service, or the day before a scheduled distribution occurs.

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

ARTICLE 2

DEFERRAL ELECTIONS

2.1 Elections

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

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

(c) Initial Eligibility. Notwithstanding the foregoing, an employee who first becomes an Eligible Employee during a Plan Year may make an initial Deferral Election for the


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

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

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


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ownership of a substantial portion of the assets of EIX within the meaning of Treasury Regulation Section 1.409A-3(i)(5). (f) Dividend Equivalents. Dividend Equivalents associated with stock options granted to Participants are credited under the Plan and subject to the payment election provisions of Article 5.

2.2 Vesting

Amounts deferred under this Article 2 and any earnings thereon will be 100% vested at all times. Notwithstanding the foregoing, any Special Award deferred under Section 2.1(e) and any earnings thereon may be subject to vesting terms. Any such deferred Special Award shall fully vest upon the Participant' s Separation from Service if the Participant is entitled to receive benefits under the Severance Plan and has satisfied all conditions for such benefits. ARTICLE 3

MATCHING CREDITS

3.1 Amount

Matching Credits in each calendar year will be added by the Empl ...