Employment Agreement Between Edison International And J.a. Bouknight, JR.

Exhibit 10.3


John E. Bryson

Chairman, President &

Chief Executive Officer

July 12, 2005

Mr. J. A. Bouknight, Jr.

Steptoe & Johnson

1330 Connecticut Avenue, NW

Washington, D.C. 20036-1795

Dear Lon,

I am pleased to offer you the position of Executive Vice President and General Counsel of Edison International. We are very pleased to extend this offer and are enthusiastic about the prospect of your joining our senior management team. You will report directly to me in our corporate offices in Rosemead, California. I am confident you will make significant contributions in this essential role.

Your first day of employment by Edison International (your " employment commencement date" ) will be July 29, 2005.

Your initial compensation and benefits package will be as follows: ullet

You will earn a base salary at an initial rate of $525,000 annually, payable in accordance with our standard payroll policies. ullet

Your executive bonus target percentage will be 70% of your annual base salary rate, with a maximum bonus percentage of 140% of your annual base salary rate. Any bonus with respect to 2005 will be prorated for the portion of the year you work for Edison International in 2005.

ullet

Your long-term incentive target percentage will be 200% of your annual base salary rate (without proration for 2005). Three-fourths of the value of the long-term incentive award will be in Edison International non-qualified stock options, and one-fourth in performance shares, with the 2005 grants to be made on your employment commencement date. P.O. Box 999

2244 Walnut Grove Ave. Rosemead, CA 91770

626-302-2265 Mr. J. A. Bouknight, Jr. Page 2 July 12, 2005

In the future, your base salary rate, bonus target, and long-term incentives will be reviewed on a regular basis at the same time and in the same manner as peer (Band B) executives. During the first three years of your employment your annual base salary rate will not be less than $525,000 and your bonus and long-term incentive target incentives will be those applicable for Band B executives.

You will receive four weeks paid vacation annually, calculated from your date of hire rather than on a calendar year basis, until your years of service make you eligible for a higher accrual under Edison International' s vacation program for employees. Such vacation shall accrue and be taken in accordance with Edison International' s standard policies and procedures.

You have been approved for Edison International' s Relocation Plan 1 (Summary Plan enclosed). As an employee of Edison International, you will be eligible for all benefit programs offered to employees, subject to the eligibility rules and terms and conditions of each program as in effect from time to time. In addition, you will be eligible for all benefit programs offered to Band B executives, including the Executive Retirement Plan, Executive Deferred Compensation Plan, Executive Severance Plan, Executive Disability Plan, Survivor Benefit Plan, car allowance, Estate and Financial Planning Program, and Executive Health Enhancement Program, subject to the terms and conditions of each program as in effect from time to time. If you remain continuously employed by E ...