EDISON INTERNATIONAL (Form: 10-Q, Received: 07/31/2014 16:03:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2014
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to



Commission File Number	Exact Name of Registrant as specified in its charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
1-9936	EDISON INTERNATIONAL	California	95-4137452
1-2313	SOUTHERN CALIFORNIA EDISON COMPANY	California	95-1240335



EDISON INTERNATIONAL		SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue (P.O. Box 976) Rosemead, California 91770 (Address of principal executive offices)		2244 Walnut Grove Avenue (P.O. Box 800) Rosemead, California 91770 (Address of principal executive offices)
(626) 302-2222 (Registrant's telephone number, including area code)		(626) 302-1212 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Edison International Yes þ No o Southern California Edison Company Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Edison International Yes þ No o Southern California Edison Company Yes þ No ¨



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "accelerated filer," "large accelerated filer," and "smaller reporting company" in Rule 12b-12 of the Exchange Act. (Check One):
Edison International	Large Accelerated Filer þ	Accelerated Filer ¨	Non-accelerated Filer ¨	Smaller Reporting Company ¨
Southern California Edison Company	Large Accelerated Filer ¨	Accelerated Filer ¨	Non-accelerated Filer þ	Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Edison International Yes ¨ No þ Southern California Edison Company Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:



Common Stock outstanding as of July 29, 2014:
Edison International		325,811,206 shares
Southern California Edison Company		434,888,104 shares

TABLE OF CONTENTS



GLOSSARY				iii
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS				2
	Edison International Consolidated Statements of Income			2
	Edison International Consolidated Statements of Comprehensive Income			3
	Edison International Consolidated Balance Sheets			4
	Edison International Consolidated Statements of Cash Flows			6
	SCE Consolidated Statements of Income			7
	SCE Consolidated Statements of Comprehensive Income			7
	SCE Consolidated Balance Sheets			8
	SCE Consolidated Statements of Cash Flows			10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS				11
	Note 1. Summary of Significant Accounting Policies			11
	Note 2. Consolidated Statements of Changes in Equity			14
	Note 3. Variable Interest Entities			15
	Note 4. Fair Value Measurements			17
	Note 5. Debt and Credit Agreements			20
	Note 6. Derivative Instruments			21
	Note 7. Income Taxes			23
	Note 8. Compensation and Benefit Plans			24
	Note 9. San Onofre Issues			26
	Note 10. Other Investments			30
	Note 11. Regulatory Assets and Liabilities			31
	Note 12. Commitments and Contingencies			32
	Note 13. Preferred and Preference Stock of Utility			35
	Note 14. Accumulated Other Comprehensive Loss			36
	Note 15. Interest and Other Income and Other Expenses			36
	Note 16. Discontinued Operations			37
	Note 17. Supplemental Cash Flows Information			38
ITEM 1A. RISK FACTORS				39
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS				39
FORWARD-LOOKING STATEMENTS				39
MANAGEMENT OVERVIEW				41
	Highlights of Operating Results			41
	San Onofre Issues			42
	ERRA Balancing Account			45
	2015 General Rate Case			46
	Capital Program			46
	EME Chapter 11 Bankruptcy			46
RESULTS OF OPERATIONS				47
	Southern California Edison Company			47
		Three months ended June 30, 2014 versus June 30, 2013		47
			Utility Earnings Activities	48



			Utility Cost-Recovery Activities	49
		Six months ended June 30, 2014 versus June 30, 2013		49
			Utility Earnings Activities	50
			Utility Cost-Recovery Activities	50
	Supplemental Operating Revenue Information			51
	Income Taxes			51
	Edison International Parent and Other			51
	Income from Discontinued Operations (Net of Tax)			51
LIQUIDITY AND CAPITAL RESOURCES				51
	Southern California Edison Company			51
		Available Liquidity		52
		Regulatory Proceedings		52
		Dividend Restrictions		52
		Margin and Collateral Deposits		52
	Edison International Parent and Other			53
	Historical Cash Flows			53
		Southern California Edison Company		53
		Edison International Parent and Other		54
	Contingencies			55
		Environmental Remediation		55
MARKET RISK EXPOSURES				55
	Commodity Price Risk			55
	Credit Risk			56
CRITICAL ACCOUNTING ESTIMATES AND POLICIES				56
NEW ACCOUNTING GUIDANCE				56
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK				56
ITEM 4. CONTROLS AND PROCEDURES				56
	Disclosure Controls and Procedures			56
	Changes in Internal Control Over Financial Reporting			56
	Jointly Owned Utility Plant			56
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS				56
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS				57
	Purchases of Equity Securities by Edison International and Affiliated Purchasers			57
ITEM 6. EXHIBITS				58
SIGNATURES				59

This is a combined Form 10-Q separately filed by Edison International and Southern California Edison Company. Information contained herein relating to an individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representation whatsoever as to any other company.

GLOSSARY

The following terms and abbreviations appearing in the text of this report have the meanings indicated below.



2013 Form 10-K		Edison International's and SCE's combined Annual Report on Form 10-K for the year-ended December 31, 2013
APS		Arizona Public Service Company
ARO(s)		asset retirement obligation(s)
Bankruptcy Code		Chapter 11 of the United States Bankruptcy Code
Bankruptcy Court		United States Bankruptcy Court for the Northern District of Illinois, Eastern Division
Bcf		billion cubic feet
CAA		Clean Air Act
CAISO		California Independent System Operator
CARB		California Air Resources Board
CDWR		California Department of Water Resources
CEC		California Energy Commission
Competitive Businesses		competitive businesses related to the generation, delivery and use of electricity
CPUC		California Public Utilities Commission
CRRs		congestion revenue rights
DOE		U.S. Department of Energy
EME		Edison Mission Energy
EME Settlement Agreement		Settlement Agreement entered into by Edison International, EME, and the Consenting Noteholders in February 2014
EMG		Edison Mission Group Inc.
EPS		earnings per share
ERRA		energy resource recovery account
FASB		Financial Accounting Standards Board
FERC		Federal Energy Regulatory Commission
Four Corners		coal fueled electric generating facility located in Farmington, New Mexico in which SCE held a 48% ownership interest
GAAP		generally accepted accounting principles
GHG		greenhouse gas
GRC		general rate case
GWh		gigawatt-hours
IRS		Internal Revenue Service
ISO		Independent System Operator
kWh(s)		kilowatt-hour(s)
MD&A		Management's Discussion and Analysis of Financial Condition and Results of Operations in this report
MHI		Mitsubishi Heavy Industries, Ltd. and related companies
Moody's		Moody's Investors Service
MW		megawatts
MWh		megawatt-hours
NAAQS		national ambient air quality standards
NERC		North American Electric Reliability Corporation
NRC		Nuclear Regulatory Commission
OII		Order Instituting Investigation
Palo Verde		large pressurized water nuclear electric generating facility located near Phoenix, Arizona in which SCE holds a 15.8% ownership interest
PBOP(s)		postretirement benefits other than pension(s)

iii



Petition Date		December 17, 2012 (date on which EME and certain of its wholly-owned subsidiaries filed for protection under Chapter 11 of the Bankruptcy Code)
PG&E		Pacific Gas & Electric Company
QF(s)		qualifying facility(ies)
ROE		return on common equity
S&P		Standard & Poor's Ratings Services
San Onofre		retired nuclear generating facility located in south San Clemente, California in which SCE holds a 78.21% ownership interest
San Onofre OII Settlement Agreement		Settlement Agreement dated March 27, 2014 between SCE, The Utility Reform Network ("TURN"), the CPUC's Office of Ratepayer Advocates ("ORA") and SDG&E, which was later joined by the Coalition of California Utility Employees ("CUE") and Friends of the Earth ("FOE"), which remains subject to CPUC approval
SCE		Southern California Edison Company
SDG&E		San Diego Gas & Electric
SEC		U.S. Securities and Exchange Commission
SED		Safety and Enforcement Division of the CPUC, formerly known as the Consumer Protection and Safety Division or CPSD
US EPA		U.S. Environmental Protection Agency
VIE(s)		variable interest entity(ies)

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



Consolidated Statements of Income	Edison International

	Three months ended June 30,						Six months ended June 30,
(in millions, except per-share amounts, unaudited)	2014			2013			2014			2013
Operating revenue	$	3,016		$	3,046		$	5,943		$	5,678
Fuel	71			81			143			154
Purchased power	1,168			1,076			2,239			1,855
Operation and maintenance	788			967			1,600			1,840
Depreciation, decommissioning and amortization	414			418			824			832
Impairment and other charges	—			575			231			575
Total operating expenses	2,441			3,117			5,037			5,256
Operating income (loss)	575			(71		)	906			422
Interest and other income	46			34			69			63
Interest expense	(139		)	(133		)	(281		)	(265		)
Other expenses	(16		)	(14		)	(23		)	(21		)
Income (loss) from continuing operations before income taxes	466			(184		)	671			199
Income tax expense (benefit)	84			(102		)	65			(4		)
Income (loss) from continuing operations	382			(82		)	606			203
Income from discontinued operations, net of tax	184			12			162			24
Net income (loss)	566			(70		)	768			227
Preferred and preference stock dividend requirements of utility	30			24			56			51
Net income (loss) attributable to Edison International common shareholders	$	536		$	(94	)	$	712		$	176
Amounts attributable to Edison International common shareholders:
Income (loss) from continuing operations, net of tax	$	352		$	(106	)	$	550		$	152
Income from discontinued operations, net of tax	184			12			162			24
Net income (loss) attributable to Edison International common shareholders	$	536		$	(94	)	$	712		$	176
Basic earnings (loss) per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding	326			326			326			326
Continuing operations	$	1.08		$	(0.33	)	$	1.69		$	0.47
Discontinued operations	0.56			0.04			0.49			0.07
Total	$	1.64		$	(0.29	)	$	2.18		$	0.54
Diluted earnings (loss) per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding, including effect of dilutive securities	329			326			329			329
Continuing operations	$	1.07		$	(0.33	)	$	1.68		$	0.47
Discontinued operations	0.56			0.04			0.49			0.07
Total	$	1.63		$	(0.29	)	$	2.17		$	0.54
Dividends declared per common share	$	0.355		$	0.3375		$	0.710		$	0.6750

The accompanying notes are an integral part of these consolidated financial statements.



Consolidated Statements of Comprehensive Income							Edison International

	Three months ended June 30,						Six months ended June 30,
(in millions, unaudited)	2014			2013			2014			2013
Net income (loss)	$	566		$	(70	)	$	768		$	227
Other comprehensive income (loss), net of tax:
Pension and postretirement benefits other than pensions:
Net loss arising during the period plus amortization included in net income	(4		)	5			(2		)	5
Other	2			—			2			—
Other comprehensive income (loss), net of tax	(2		)	5			—			5
Comprehensive income (loss)	564			(65		)	768			232
Less: Comprehensive income attributable to noncontrolling interests	30			24			56			51
Comprehensive income (loss) attributable to Edison International	$	534		$	(89	)	$	712		$	181

The accompanying notes are an integral part of these consolidated financial statements.



Consolidated Balance Sheets	Edison International

(in millions, unaudited)	June 30, 2014		December 31, 2013
ASSETS
Cash and cash equivalents	$	190	$	146
Receivables, less allowances of $67 and $66 for uncollectible accounts at respective dates	1,034		838
Accrued unbilled revenue	870		596
Inventory	277		256
Derivative assets	93		122
Regulatory assets	1,265		538
Deferred income taxes	389		421
Other current assets	433		395
Total current assets	4,551		3,312
Nuclear decommissioning trusts	4,740		4,494
Other investments	202		207
Total investments	4,942		4,701
Utility property, plant and equipment, less accumulated depreciation of $7,774 and $7,493 at respective dates	31,287		30,379
Nonutility property, plant and equipment, less accumulated depreciation of $77 and $74 at respective dates	77		76
Total property, plant and equipment	31,364		30,455
Derivative assets	217		251
Regulatory assets	7,345		7,241
Other long-term assets	445		686
Total long-term assets	8,007		8,178









Total assets	$	48,864	$	46,646

The accompanying notes are an integral part of these consolidated financial statements.



Consolidated Balance Sheets	Edison International

(in millions, except share amounts, unaudited)	June 30, 2014			December 31, 2013
LIABILITIES AND EQUITY
Short-term debt	$	1,253		$	209
Current portion of long-term debt	900			601
Accounts payable	1,306			1,407
Accrued taxes	127			358
Customer deposits	209			201
Derivative liabilities	144			152
Regulatory liabilities	826			767
Other current liabilities	1,008			1,186
Total current liabilities	5,773			4,881
Long-term debt	9,926			9,825
Deferred income taxes and credits	6,709			7,346
Derivative liabilities	1,051			1,042
Pensions and benefits	1,327			1,378
Asset retirement obligations	2,919			3,418
Regulatory liabilities	6,234			4,995
Other deferred credits and other long-term liabilities	2,522			2,070
Total deferred credits and other liabilities	20,762			20,249
Total liabilities	36,461			34,955
Commitments and contingencies (Note 12)
Common stock, no par value (800,000,000 shares authorized; 325,811,206 shares issued and outstanding at respective dates)	2,434			2,403
Accumulated other comprehensive loss	(13		)	(13		)
Retained earnings	7,960			7,548
Total Edison International's common shareholders' equity	10,381			9,938
Preferred and preference stock of utility	2,022			1,753
Total noncontrolling interests	2,022			1,753
Total equity	12,403			11,691



Total liabilities and equity	$	48,864		$	46,646

The accompanying notes are an integral part of these consolidated financial statements.



Consolidated Statements of Cash Flows	Edison International

	Six months ended June 30,
(in millions, unaudited)	2014			2013
Cash flows from operating activities:
Net income	$	768		$	227
Less: Income from discontinued operations	162			24
Income from continuing operations	606			203
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	824			832
Regulatory impacts of net nuclear decommissioning trust earnings	78			161
Impairment and other charges	231			575
Deferred income taxes and investment tax credits	110			85
Other	46			45
EME settlement payments	(225		)	—
Changes in operating assets and liabilities:
Receivables	(185		)	(47		)
Inventory	(21		)	73
Accounts payable	116			88
Other current assets and liabilities	(392		)	(393		)
Derivative assets and liabilities, net	64			152
Regulatory assets and liabilities, net	(317		)	(11		)
Other noncurrent assets and liabilities	(332		)	(502		)
Net cash provided by operating activities	603			1,261
Cash flows from financing activities:
Long-term debt issued, net of premium, discount, and issuance costs of $4 and $6 at respective dates	396			394
Long-term debt matured or repurchased	(4		)	(199		)
Bonds remarketed, net	—			195
Preference stock issued, net	269			387
Preference stock redeemed	—			(400		)
Short-term debt financing, net	1,043			678
Settlements of stock-based compensation, net	(51		)	(37		)
Dividends to noncontrolling interests	(54		)	(52		)
Dividends paid	(231		)	(220		)
Net cash provided by financing activities	1,368			746
Cash flows from investing activities:
Capital expenditures	(1,856		)	(1,834		)
Proceeds from sale of nuclear decommissioning trust investments	3,750			1,956
Purchases of nuclear decommissioning trust investments and other	(3,833		)	(2,128		)
Other	12			(23		)
Net cash used by investing activities	(1,927		)	(2,029		)
Net increase (decrease) in cash and cash equivalents	44			(22		)
Cash and cash equivalents at beginning of period	146			170
Cash and cash equivalents at end of period	$	190		$	148

The accompanying notes are an integral part of these consolidated financial statements.



Consolidated Statements of Income	Southern California Edison Company

	Three months ended June 30,						Six months ended June 30,
(in millions, unaudited)	2014			2013			2014			2013
Operating revenue	$	3,014		$	3,045		$	5,938		$	5,674
Fuel	71			81			143			154
Purchased power	1,168			1,076			2,239			1,855
Operation and maintenance	697			879			1,410			1,665
Depreciation, decommissioning and amortization	414			417			824			832
Property and other taxes	71			72			156			151
Impairment and other charges	—			575			231			575
Total operating expenses	2,421			3,100			5,003			5,232
Operating income (loss)	593			(55		)	935			442
Interest and other income	46			30			69			61
Interest expense	(134		)	(127		)	(269		)	(253		)
Other expenses	(15		)	(14		)	(23		)	(21		)
Income (loss) before income taxes	490			(166		)	712			229
Income tax expense (benefit)	98			(99		)	86			13
Net income (loss)	392			(67		)	626			216
Less: Preferred and preference stock dividend requirements	30			24			56			51
Net income (loss) available for common stock	$	362		$	(91	)	$	570		$	165



Consolidated Statements of Comprehensive Income
	Three months ended June 30,					Six months ended June 30,
(in millions, unaudited)	2014		2013			2014		2013
Net income (loss)	$	392	$	(67	)	$	626	$	216
Other comprehensive income (loss), net of tax:
Pension and postretirement benefits other than pensions:
Net loss arising during the period plus amortization included in net income	—		2			1		(1		)
Other	2		—			2		—
Other comprehensive income (loss), net of tax	2		2			3		(1		)
Comprehensive income (loss)	$	394	$	(65	)	$	629	$	215

The accompanying notes are an integral part of these consolidated financial statements.



Consolidated Balance Sheets	Southern California Edison Company



(in millions, unaudited)	June 30, 2014		December 31, 2013
ASSETS
Cash and cash equivalents	$	71	$	54
Receivables, less allowances of $67 and $66 for uncollectible accounts at respective dates	1,004		813
Accrued unbilled revenue	870		596
Inventory	259		256
Derivative assets	93		122
Regulatory assets	1,265		538
Deferred income taxes	84		303
Other current assets	452		393
Total current assets	4,098		3,075
Nuclear decommissioning trusts	4,740		4,494
Other investments	150		140
Total investments	4,890		4,634
Utility property, plant and equipment, less accumulated depreciation of $7,774 and $7,493 at respective dates	31,287		30,379
Nonutility property, plant and equipment, less accumulated depreciation of $72 and $70 at respective dates	70		72
Total property, plant and equipment	31,357		30,451
Derivative assets	217		251
Regulatory assets	7,345		7,241
Other long-term assets	398		398
Total long-term assets	7,960		7,890






Total assets	$	48,305	$	46,050

The accompanying notes are an integral part of these consolidated financial statements.



Consolidated Balance Sheets	Southern California Edison Company



(in millions, except share amounts, unaudited)	June 30, 2014			December 31, 2013
LIABILITIES AND EQUITY
Short-term debt	$	587		$	175
Current portion of long-term debt	900			600
Accounts payable	1,286			1,373
Customer deposits	209			201
Derivative liabilities	144			152
Regulatory liabilities	826			767
Deferred income taxes	68			39
Other current liabilities	1,033			1,091
Total current liabilities	5,053			4,398
Long-term debt	9,523			9,422
Deferred income taxes and credits	8,026			7,841
Derivative liabilities	1,051			1,042
Pensions and benefits	897			951
Asset retirement obligations	2,919			3,418
Regulatory liabilities	6,234			4,995
Other deferred credits and other long-term liabilities	1,902			1,845
Total deferred credits and other liabilities	21,029			20,092
Total liabilities	35,605			33,912
Commitments and contingencies (Note 12)
Common stock, no par value (560,000,000 shares authorized; 434,888,104 shares issued and outstanding at respective dates)	2,168			2,168
Additional paid-in capital	603			592
Accumulated other comprehensive loss	(8		)	(11		)
Retained earnings	7,867			7,594
Total common shareholder's equity	10,630			10,343
Preferred and preference stock	2,070			1,795
Total equity	12,700			12,138
Total liabilities and equity	$	48,305		$	46,050

The accompanying notes are an integral part of these consolidated financial statements.



Consolidated Statements of Cash Flows	Southern California Edison Company



	Six months ended June 30,
(in millions, unaudited)	2014			2013
Cash flows from operating activities:
Net income	$	626		$	216
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	824			832
Regulatory impacts of net nuclear decommissioning trust earnings	78			161
Impairment and other charges	231			575
Deferred income taxes and investment tax credits	144			50
Other	39			42
Changes in operating assets and liabilities:
Receivables	(191		)	(12		)
Inventory	(3		)	73
Accounts payable	128			96
Other current assets and liabilities	(510		)	(371		)
Derivative assets and liabilities, net	64			152
Regulatory assets and liabilities, net	(317		)	(11		)
Other noncurrent assets and liabilities	(35		)	(478		)
Net cash provided by operating activities	1,078			1,325
Cash flows from financing activities:
Long-term debt issued, net of premium, discount, and issuance costs of $2 and $6 at respective dates	398			394
Long-term debt matured or repurchased	(3		)	(199		)
Bonds remarketed, net	—			195
Preference stock issued, net	269			387
Preference stock redeemed	—			(400		)
Short-term debt financing, net	410			653
Settlements of stock-based compensation, net	(30		)	(34		)
Dividends paid	(180		)	(292		)
Net cash provided by financing activities	864			704
Cash flows from investing activities:
Capital expenditures	(1,853		)	(1,834		)
Proceeds from sale of nuclear decommissioning trust investments	3,750			1,956
Purchases of nuclear decommissioning trust investments and other	(3,833		)	(2,128		)
Other	11			(19		)
Net cash used by investing activities	(1,925		)	(2,025		)
Net decrease in cash and cash equivalents	17			4
Cash and cash equivalents, beginning of period	54			45
Cash and cash equivalents, end of period	$	71		$	49

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Organization and Basis of Presentation

Edison International is the parent holding company of Southern California Edison Company ("SCE"). SCE is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity to an approximately 50,000 square mile area of southern California. Edison International is also the parent company of subsidiaries that are engaged in competitive businesses related to the delivery or use of electricity. Such competitive business activities are currently not material to report as a separate business segment. These combined notes to the consolidated financial statements apply to both Edison International and SCE unless otherwise described. Edison International's consolidated financial statements include the accounts of Edison International, SCE and other wholly owned and controlled subsidiaries. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to Edison International Parent and Other refer to Edison International Parent and its nonutility subsidiaries. SCE's consolidated financial statements include the accounts of SCE and its wholly owned and controlled subsidiaries. All intercompany transactions have been eliminated from the consolidated financial statements.

Edison International's and SCE's significant accounting policies were described in Note 1 of "Notes to Consolidated Financial Statements" included in the 2013 Form 10-K. The same accounting policies are followed for interim reporting purposes, with the exception of accounting principles adopted as of January 1, 2014, discussed below in "—New Accounting Guidance." This quarterly report should be read in conjunction with the financial statements and notes included in the 2013 Form 10-K.

In the opinion of management, all adjustments, consisting of recurring accruals, have been made that are necessary to fairly state the consolidated financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America for the periods covered by this quarterly report on Form 10-Q. The results of operations for the three- and six-month periods ended June 30, 2014 are not necessarily indicative of the operating results for the full year.

The December 31, 2013 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Cash Equivalents

Cash equivalents included investments in money market funds. Generally, the carrying value of cash equivalents equals the fair value, as these investments have original maturities of three months or less. The cash equivalents were as follows:



	Edison International				SCE
(in millions)	June 30, 2014		December 31, 2013		June 30, 2014		December 31, 2013
Money market funds	$	63	$	68	$	5	$	8

Cash is temporarily invested until required for check clearing from the primary disbursement accounts. Checks issued, but not yet paid by the financial institution, are reclassified from cash to accounts payable at the end of each reporting period as follows:



	Edison International				SCE
(in millions)	June 30, 2014		December 31, 2013		June 30, 2014		December 31, 2013
Book balances reclassified to accounts payable	$	148	$	168	$	143	$	163

Inventory

Inventory is primarily composed of materials, supplies and spare parts, and stated at the lower of cost or market, cost being determined by the average cost method.

Earnings Per Share

Edison International computes earnings per common share ("EPS") using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating security. Edison International's participating securities are stock-based compensation awards payable in common shares, including performance shares and restricted stock units, which earn dividend equivalents on an equal basis with common shares once the awards are vested. EPS attributable to Edison International common shareholders was computed as follows:



	Three months ended June 30,						Six months ended June 30,
(in millions)	2014		2013				2014		2013
Basic earnings per share – continuing operations:
Income (loss) from continuing operations available to common shareholders	$	352	$	(106	)		$	550	$	152
Weighted average common shares outstanding	326		326				326		326
Basic earnings per share – continuing operations	$	1.08	$	(0.33	)		$	1.69	$	0.47
Diluted earnings per share – continuing operations:
Income (loss) from continuing operations available to common shareholders	$	352	$	(106	)		$	550	$	152
Income impact of assumed conversions	1		—				1		—
Income (loss) from continuing operations available to common shareholders and assumed conversions	$	353	$	(106	)		$	551	$	152
Weighted average common shares outstanding	326		326				326		326
Incremental shares from assumed conversions	3		—			¹	3		3
Adjusted weighted average shares – diluted	329		326				329		329
Diluted earnings per share – continuing operations	$	1.07	$	(0.33	)		$	1.68	$	0.47


¹	Due to a loss for the three months ended June 30, 2013, there were no incremental shares in the computation because such shares would be considered antidilutive.

In addition to the participating securities discussed above, Edison International also may award stock options which are payable in common shares and are included in the diluted earnings per share calculation. Stock option awards to purchase 45,951 shares of common stock for the three months ended June 30, 2014 , and 96,341 and 1,587,370 shares for the six months ended June 30, 2014 and 2013 , respectively, were outstanding, but were not included in the computation of diluted earnings per share because the exercise price of the awards was greater than the average market price of the common shares during the respective periods and, therefore, the effect would have been antidilutive.

Asset Retirement Obligation

The following table summarizes the changes in SCE's ARO liability for the six month period ended June 30, 2014 and the twelve month period ended December 31, 2013, including San Onofre and Palo Verde:



(in millions)	June 30, 2014			December 31, 2013
Beginning balance	$	3,418		$	2,782
Accretion ¹	106			182
Revisions	(604		)	455
Liabilities settled	(1		)	(1		)
Ending balance	$	2,919		$	3,418


¹	An ARO represents the present value of a future obligation. Accretion is an increase in the liability to account for the time value of money resulting from discounting.

During the second quarter of 2014, SCE updated its decommissioning cost estimate based on a site specific assessment. The decommissioning cost estimate in 2014 dollars is $4.4 billion (SCE share – $3.3 billion ) and includes costs from June 7, 2013 through to the respective completion dates to decommission San Onofre Units 2 and 3. The decommissioning cost estimate is subject to a number of estimates including the cost of burial of nuclear waste, cost of removal of property, site remediation costs as well as a number of other assumptions and estimates, including when the federal government may remove spent fuel canisters from the San Onofre site, as to which there can be no assurance. The cost estimate is subject to change and such changes may be material. SCE's share of the present value of decommissioning costs after escalation and using current discounts rates was $2.9 billion at June 30, 2014.

The total ARO liability related to San Onofre Units 2 and 3 at June 30, 2014 was $ 2.2 billion compared to $ 2.7 billion at December 31, 2013. The ARO liability is lower than the present value of the decommissioning costs set forth above due to different discount rates and expected time period of expenditures. The ARO liability at June 30, 2014 was based on a discount rate of 6.30% established when the ARO liability was originally recorded in 2003. The ARO liability for San Onofre Units 2 and 3 is based on expenditures beginning in 2015 through the respective completion dates. Expenditures from June 7, 2013 through June 30, 2014 are currently recorded as operation and maintenance costs and are treated as recoverable through GRC revenues. SCE has filed a request with the CPUC to authorize early release of Nuclear Decommissioning Trust funds to recover SCE's share of costs from June 7, 2013 through the end of 2014. As discussed in Note 9, to the extent that costs are recovered from SCE's Nuclear Decommissioning Trust as decommissioning costs, SCE intends to refund such amounts to customers as provided in the San Onofre OII Settlement Agreement (as defined in Note 9).

The change in estimate of the ARO liability related to San Onofre Units 2 and 3 decreased by $604 million in the second quarter of 2014 based on the updated decommissioning cost estimate for the retirement of those Units. The work plan developed for the revised estimate accelerated decommissioning activities beginning in 2013 from the prior assumption of 2022. In addition, certain activities that were previously forecasted to be completed at the end of the decommissioning period were accelerated over the next ten years. Although the changes in the decommissioning cost estimate for these activities in current dollars did not change significantly, the changes in timing, as well as revised escalation rates, reduced the present value of future decommissioning costs (using the 6.30% discount rate).

New Accounting Guidance

Accounting Guidance Adopted in 2014

In July 2013, the FASB issued an accounting standards update that requires that an unrecognized tax benefit be presented on the balance sheet as a reduction of a deferred tax asset for a net operating loss ("NOL") or tax credit carryforward under certain circumstances. Edison International and SCE adopted this guidance effective January 1, 2014 and it did not have a material impact on the consolidated financial statements.

Accounting Guidance Not Yet Adopted

On May 28, 2014, the FASB issued an accounting standards update on revenue recognition including enhanced disclosures. Under the new standard, revenue is recognized when (or as) a good or service is transferred to the customer and the customer obtains control of the good or service. Edison International and SCE are currently evaluating this new guidance which is effective January 1, 2017 and cannot determine the impact of this standard at this time.

Note 2. Consolidated Statements of Changes in Equity

The following table provides Edison International's changes in equity for the six months ended June 30, 2014 :



	Equity Attributable to Edison International											Noncontrolling Interests
(in millions)	Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Subtotal			Preferred and Preference Stock			Total Equity
Balance at December 31, 2013	$	2,403	$	(13	)	$	7,548		$	9,938		$	1,753		$	11,691
Net income	—		—			712			712			56			768
Common stock dividends declared ($0.71 per share)	—		—			(231		)	(231		)	—			(231		)
Dividends, distributions to noncontrolling interests	—		—			—			—			(57		)	(57		)
Stock-based compensation and other	17		—			(68		)	(51		)	—			(51		)
Non-cash stock-based compensation and other	14		—			(1		)	13			1			14
Issuance of preference stock	—		—			—			—			269			269
Balance at June 30, 2014	$	2,434	$	(13	)	$	7,960		$	10,381		$	2,022		$	12,403

The following table provides Edison International's changes in equity for the six months ended June 30, 2013 :



	Equity Attributable to Edison International											Noncontrolling Interests
(in millions)	Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Subtotal			Preferred and Preference Stock			Total Equity
Balance at December 31, 2012	$	2,373	$	(87	)	$	7,146		$	9,432		$	1,759		$	11,191
Net income	—		—			176			176			51			227
Other comprehensive income	—		5			—			5			—			5
Common stock dividends declared ($0.675 per share)	—		—			(220		)	(220		)	—			(220		)
Dividends, distributions to noncontrolling interests	—		—			—			—			(51		)	(51		)
Stock-based compensation and other	3		—			(40		)	(37		)	—			(37		)
Non-cash stock-based compensation and other	12		—			(5		)	7			(1		)	6
Issuance of preference stock	—		—			—			—			387			387
Redemption of preference stock	—		—			(8		)	(8		)	(392		)	(400		)
Balance at June 30, 2013	$	2,388	$	(82	)	$	7,049		$	9,355		$	1,753		$	11,108

The following table provides SCE's changes in equity for the six months ended June 30, 2014 :



	Equity Attributable to SCE
(in millions)	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Preferred and Preference Stock		Total Equity
Balance at December 31, 2013	$	2,168	$	592		$	(11	)	$	7,594		$	1,795	$	12,138
Net income	—		—			—			626			—		626
Other comprehensive income	—		—			3			—			—		3
Dividends declared on common stock	—		—			—			(252		)	—		(252		)
Dividends on preferred and preference stock	—		—			—			(57		)	—		(57		)
Stock-based compensation and other	—		12			—			(42		)	—		(30		)
Non-cash stock-based compensation and other	—		5			—			(2		)	—		3
Issuance of preference stock	—		(6		)	—			—			275		269
Balance at June 30, 2014	$	2,168	$	603		$	(8	)	$	7,867		$	2,070	$	12,700

The following table provides SCE's changes in equity for the six months ended June 30, 2013 :



	Equity Attributable to SCE
(in millions)	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Preferred and Preference Stock			Total Equity
Balance at December 31, 2012	$	2,168	$	581		$	(29	)	$	7,228		$	1,795		$	11,743
Net income	—		—			—			216			—			216
Other comprehensive loss	—		—			(1		)	—			—			(1		)
Dividends declared on common stock	—		—			—			(240		)	—			(240		)
Dividends on preferred and preference stock	—		—			—			(51		)	—			(51		)
Stock-based compensation and other	—		1			—			(35		)	—			(34		)
Non-cash stock-based compensation and other	—		7			—			5			—			12
Issuance of preference stock	—		(13		)	—			—			400			387
Redemption of preference stock	—		8			—			(8		)	(400		)	(400		)
Balance at June 30, 2013	$	2,168	$	584		$	(30	)	$	7,115		$	1,795		$	11,632

Note 3. Variable Interest Entities

A VIE is defined as a legal entity that meets one of two conditions: (1) the equity owners do not have sufficient equity at risk, or (2) the holders of the equity investment at risk, as a group, lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE. Commercial and operating activities are generally the factors that most significantly impact the economic performance of such VIEs. Commercial and operating activities include construction, operation and maintenance, fuel procurement, dispatch and compliance with regulatory and contractual requirements.

Variable Interest in VIEs that are not Consolidated

Power Purchase Contracts

SCE has power purchase agreements ("PPAs") that are classified as variable interests in VIEs, including tolling agreements through which SCE provides the natural gas to fuel the plants and contracts with qualifying facilities ("QFs") that contain variable pricing provisions based on the price of natural gas. SCE has concluded that it is not the primary beneficiary of these VIEs since it does not control the commercial and operating activities of these entities. Since payments for capacity are the

primary source of income, the most significant economic activity for these VIEs is the operation and maintenance of the power plants.

As of the balance sheet date, the carrying amount of assets and liabilities in SCE's consolidated balance sheet that relate to its involvement with VIEs result from amounts due under the PPAs or the fair value of those derivative contracts. Under these contracts, SCE recovers the costs incurred through demonstration of compliance with its CPUC-approved long-term power procurement plans. SCE has no residual interest in the entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees or other commitments associated with these contracts other than the purchase commitments described in Note 12 of the 2013 Form 10-K. As a result, there is no significant potential exposure to loss to SCE from its variable interest in these VIEs. The aggregate contracted capacity dedicated to SCE for these VIE projects was 5,341 MW and 4,057 MW at June 30, 2014 and 2013 , respectively, and the amounts that SCE paid to these projects were $93 million and $99 million for the three months ended June 30, 2014 and 2013 , respectively, and $207 million and $197 million for the six months ended June 30, 2014 and 2013 , respectively. These amounts are recoverable in customer rates, subject to reasonableness review. As of June 30, 2014 , SCE has additional VIE contracts with future aggregate contracted capacity of 299 MW to commence deliveries in 2016 and 2018.

Unconsolidated Trusts of SCE

SCE Trust I, Trust II and Trust III were formed in 2012, 2013 and 2014, respectively, for the exclusive purpose of issuing the 5.625% , 5.10% and 5.75% trust preference securities, respectively ("trust securities"). The trusts are VIEs. SCE has concluded that it is not the primary beneficiary of these VIEs as it does not have the obligation to absorb the expected losses or the right to receive the expected residual returns of the trusts. SCE Trust I, Trust II and Trust III issued $475 million , $400 million and $275 million , respectively, (cumulative, liquidation amount of $25 per share) to the public and $10,000 of common stock each to SCE. The trusts invested the proceeds of these trust securities in Series F, Series G and Series H Preference Stock issued by SCE in the principal amounts of $475 million , $400 million and $275 million (cumulative, $2,500 per share liquidation value), respectively, which have substantially the same payment terms as the trust securities.

The Series F, Series G and Series H Preference Stock and the corresponding trust securities do not have a maturity date. Upon any redemption of any shares of the Series F, Series G or Series H Preference Stock, a corresponding dollar amount of trust securities will be redeemed by the applicable trust (for further information see Note 13). The applicable trust will make distributions at the same rate and on the same dates on the applicable series of trust securities when and if the SCE board of directors declares and makes dividend payments on the Series F, Series G or Series H Preference Stock. The applicable trust will use any dividends it receives on the Series F, Series G or Series H Preference Stock to make its corresponding distributions on the applicable series of trust securities. If SCE does not make a dividend payment to any of these trusts, SCE would be prohibited from paying dividends on its common stock. SCE has fully and unconditionally guaranteed the payment of the trust securities and trust distributions, if and when SCE pays dividends on the Series F, Series G and Series H Preference Stock.

The Trust I and Trust II balance sheets as of June 30, 2014 and December 31, 2013 , consisted of investments of $475 million and $400 million in the Series F and Series G Preference Stock, respectively, $ 475 million and $400 million of trust securities, respectively, and $10,000 each of common stock. The Trust III balance sheet as of June 30, 2014 consisted of investments of $275 million in the Series H Preference Stock, $275 million of trust securities, and $10,000 of common stock.

The following table provides a summary of the trusts' income statements:



	Three months ended June 30,						Six months ended June 30,
(in millions)	Trust I		Trust II		Trust III		Trust I		Trust II		Trust III
2014
Dividend income	$	6	$	5	$	4	$	13	$	10	$	5
Dividend distributions	6		5		4		13		10		5
2013
Dividend income	$	6	$	5	*		$	13	$	9	*
Dividend distributions	6		5		*		13		9		*


^*	Not applicable

Note 4. Fair Value Measurement

Recurring Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an "exit price"). Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including assumptions about nonperformance risk. As of June 30, 2014 and December 31, 2013 , nonperformance risk was not material for Edison International and SCE.

Assets and liabilities are categorized into a three-level fair value hierarchy based on valuation inputs used to determine fair value.

Level 1 – The fair value of Edison International and SCE's Level 1 assets and liabilities is determined using unadjusted quoted prices in active markets that are available at the measurement date for identical assets and liabilities. This level includes exchange-traded equity securities and derivatives, U.S. treasury securities, mutual funds and money market funds.

Level 2 – Edison International and SCE's Level 2 assets and liabilities include long-term debt and fixed income securities primarily consisting of U.S. government and agency bonds, municipal bonds and corporate bonds and over-the-counter derivatives. The fair value of fixed income securities is determined using a market approach by obtaining quoted prices for similar assets and liabilities in active markets and inputs that are observable, either directly or indirectly, for substantially the full term of the instrument.

The fair value of SCE's over-the-counter derivative contracts is determined using an income approach. SCE uses standard pricing models to determine the net present value of estimated future cash flows. Inputs to the pricing models include forward published or posted clearing prices from exchanges (New York Mercantile Exchange and Intercontinental Exchange) for similar instruments and discount rates. A primary price source that best represents trade activity for each market is used to develop observable forward market prices in determining the fair value of these positions. Broker quotes, prices from exchanges or comparison to executed trades are used to validate and corroborate the primary price source. These price quotations reflect mid-market prices (average of bid and ask) and are obtained from sources believed to provide the most liquid market for the commodity.

Level 3 – The fair value of SCE's Level 3 assets and liabilities is determined using the income approach through various models and techniques that require significant unobservable inputs. This level includes over-the-counter options, tolling arrangements and derivative contracts that trade infrequently such as congestion revenue rights ("CRRs") and long-term power agreements. Edison International Parent and Other does not have any Level 3 assets and liabilities.

Assumptions are made in order to value derivative contracts in which observable inputs are not available. Changes in fair value are based on changes to forward market prices, including extrapolation of short-term observable inputs into forecasted prices for illiquid forward periods. In circumstances where fair value cannot be verified with observable market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. Modeling methodologies, inputs and techniques are reviewed and assessed as markets continue to develop and more pricing information becomes available and the fair value is adjusted when it is concluded that a change in inputs or techniques would result in a new valuation that better reflects the fair value of those derivative contracts.

SCE

The following table sets forth assets and liabilities of SCE that were accounted for at fair value by level within the fair value hierarchy:



	June 30, 2014
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral ¹			Total
Assets at fair value
Derivative contracts	$	—	$	—	$	310		$	—		$	310
Other	32		—		—			—			32
Nuclear decommissioning trusts:
Stocks ²	2,332		—		—			—			2,332
Fixed Income ³	710		1,373		—			—			2,083
Short-term investments, primarily cash equivalents	320		25		—			—			345
Subtotal of nuclear decommissioning trusts ⁴	3,362		1,398		—			—			4,760
Total assets	3,394		1,398		310			—			5,102
Liabilities at fair value
Derivative contracts	—		14		1,188			(7		)	1,195
Total liabilities	—		14		1,188			(7		)	1,195
Net assets (liabilities)	$	3,394	$	1,384	$	(878	)	$	7		$	3,907



	December 31, 2013
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral ¹			Total
Assets at fair value
Derivative contracts	$	—	$	11	$	372		$	(10	)	$	373
Other	39		—		—			—			39
Nuclear decommissioning trusts:
Stocks ²	2,208		—		—			—			2,208
Fixed Income ³	841		1,102		—			—			1,943
Short-term investments, primarily cash equivalents	331		—		—			—			331
Subtotal of nuclear decommissioning trusts ⁴	3,380		1,102		—			—			4,482
Total assets	3,419		1,113		372			(10		)	4,894
Liabilities at fair value
Derivative contracts	—		37		1,177			(20		)	1,194
Total liabilities	—		37		1,177			(20		)	1,194
Net assets (liabilities)	$	3,419	$	1,076	$	(805	)	$	10		$	3,700


¹	Represents the netting of assets and liabilities under master netting agreements and cash collateral across the levels of the fair value hierarchy. Netting among positions classified within the same level is included in that level.


²	Approximately 70% of SCE's equity investments were located in the United States at both June 30, 2014 and December 31, 2013 .


³	At June 30, 2014 and December 31, 2013 , SCE's corporate bonds were diversified and included collateralized mortgage obligations and other asset backed securities of $61 million and $47 million , respectively.


⁴	Excludes net payables of $20 million and net receivables of $12 million at June 30, 2014 and December 31, 2013 , respectively, of interest and dividend receivables as well as receivables and payables related to SCE's pending securities sales and purchases.

Edison International

Assets measured at fair value consisted of money market funds of $63 million and $68 million at June 30, 2014 and December 31, 2013 , respectively, classified as Level 1.

SCE Fair Value of Level 3

The following table sets forth a summary of changes in SCE's fair value of Level 3 net derivative assets and liabilities:



	Three months ended June 30,						Six months ended June 30,
(in millions)	2014			2013			2014			2013
Fair value of net liabilities at beginning of period	$	(773	)	$	(882	)	$	(805	)	$	(791	)
Total realized/unrealized gains (losses):
Included in regulatory assets and liabilities ¹	(108		)	(76		)	(77		)	(158		)
Purchases	8			20			15			38
Settlements	(5		)	(29		)	(11		)	(56		)
Fair value of net liabilities at end of period	$	(878	)	$	(967	)	$	(878	)	$	(967	)
Change during the period in unrealized gains and losses related to assets and liabilities held at the end of the period	$	(116	)	$	(43	)	$	(84	)	$	(125	)


¹	Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.

Edison International and SCE recognize the fair value for transfers in and transfers out of each level at the end of each reporting period. There were no transfers between any levels during 2014 and 2013 .

Valuation Techniques Used to Determine Fair Value

The process of determining fair value is the responsibility of SCE's risk management department, which reports to SCE's chief financial officer. This department obtains observable and unobservable inputs through broker quotes, exchanges and internal valuation techniques that use both standard and proprietary models to determine fair value. Each reporting period, the risk and finance departments collaborate to determine the appropriate fair value methodologies and classifications for each derivative. Inputs are validated for reasonableness by comparison against prior prices, other broker quotes and volatility fluctuation thresholds. Inputs used and valuations are reviewed period-over-period and compared with market conditions to determine reasonableness.

The following table sets forth SCE's valuation techniques and significant unobservable inputs used to determine fair value for significant Level 3 assets and liabilities:



	Fair Value (in millions)					Significant	Range
	Assets		Liabilities		Valuation Technique(s)	Unobservable Input	(Weighted Average)
Congestion revenue rights
June 30, 2014	$	310	$	—	Market simulation model	Load forecast	7,603 MW - 24,896 MW
						Power prices	$(9.86) - $108.56
						Gas prices	$3.50 - $7.10
December 31, 2013	366		—		Market simulation model	Load forecast	7,603 MW - 24,896 MW
						Power prices	$(9.86) - $108.56
						Gas prices	$3.50 - $7.10
Tolling
June 30, 2014	2		1,185		Option model	Volatility of gas prices	13% - 31% (17%)
						Volatility of power prices	26% - 57% (32%)
						Power prices	$37.20 - $70.20 ($49.50)
December 31, 2013	5		1,175		Option model	Volatility of gas prices	16% - 35% (21%)
						Volatility of power prices	25% - 45% (30%)
						Power prices	$38.00 - $63.90 ($47.40)

Level 3 Fair Value Sensitivity

Congestion Revenue Rights

For CRRs, where SCE is the buyer, generally increases (decreases) in forecasted load in isolation would result in increases (decreases) to the fair value. In general, an increase (decrease) in electricity and gas prices at illiquid locations tends to result in increases (decreases) to fair value; however, changes in electricity and gas prices in opposite directions may have varying results on fair value.

Tolling Arrangements

The fair values of SCE's tolling arrangements contain intrinsic value and time value. Intrinsic value is the difference between the market price and strike price of the underlying commodity. Time value is made up of several components, including volatility, time to expiration, and interest rates. The option model for tolling arrangements reflects plant specific information such as operating and start-up costs.

For tolling arrangements where SCE is the buyer, increases in volatility of the underlying commodity prices would result in increases to fair value as it represents greater price movement risk. As power and gas prices increase, the fair value of tolling arrangements tends to increase. The valuation of tolling arrangements is also impacted by the correlation between gas and power prices. As the correlation increases, the fair value of tolling arrangements tends to decline.

Nuclear Decommissioning Trusts

SCE's nuclear decommissioning trust investments include equity securities, U.S. treasury securities and other fixed income securities. Equity and treasury securities are classified as Level 1 as fair value is determined by observable market prices in active or highly liquid and transparent markets. The remaining fixed income securities are classified as Level 2. The fair value of these financial instruments is based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes, issuer spreads, bids, offers and relevant credit information.

Fair Value of Debt Recorded at Carrying Value

The carrying value and fair value of Edison International and SCE's long-term debt (including current portion of long-term debt) are as follows:



	June 30, 2014				December 31, 2013
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
SCE	$	10,423	$	11,675	$	10,022	$	10,656
Edison International	10,826		12,106		10,426		11,084

The fair value of Edison International and SCE's long-term debt (including current portion of long-term debt) is classified as Level 2 and is based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes of new issue prices and relevant credit information.

The carrying value of Edison International and SCE's trade receivables and payables, other investments, and short-term debt approximates fair value.

Note 5. Debt and Credit Agreements

Credit Agreements and Short-Term Debt

During the first quarter of 2014, SCE issued $300 million of floating rate first and refunding mortgage bonds due in January 2015 . The proceeds from these bonds were used for working capital to fund the ERRA balancing account undercollections.

In July 2014, SCE and Edison International Parent extended the maturity dates of their credit facilities by one year to July 2019 for $2.75 billion and $1.25 billion , respectively. The credit facility for SCE is generally used to support commercial paper and letters of credit issued for procurement-related collateral requirements, balancing account undercollections and for general corporate purposes, including working capital requirements to support operations and capital expenditures. Borrowings under Edison International Parent's credit facility are used for general corporate purposes.

At June 30, 2014 , SCE's outstanding commercial paper was $287 million at a weighted-average interest rate of 0.20% . This commercial paper was supported by a $2.75 billion multi-year revolving credit facility. At June 30, 2014 , letters of credit issued under SCE's credit facility aggregated $151 million and are scheduled to expire in twelve months or less. At December 31, 2013 , the outstanding commercial paper was $ 175 million at a weighted-average interest rate of 0.24% .

At June 30, 2014 , Edison International Parent's outstanding commercial paper was $666 million at a weighted-average interest rate of 0.38% . This commercial paper was supported by a $1.25 billion multi-year revolving credit facility. At December 31, 2013 , the outstanding commercial paper was $ 34 million at a weighted-average interest rate of 0.55% .

Long-Term Debt

In May 2014, SCE issued $400 million of 1.125% first and refunding mortgage bonds due in May 2017. The proceeds from these bonds were used to repay commercial paper borrowings and to fund SCE's capital program.

Note 6. Derivative Instruments

Derivative financial instruments are used to manage exposure to commodity price risk. These risks are managed in part by entering into forward commodity transactions, including options, swaps and futures. To mitigate credit risk from counterparties in the event of nonperformance, master netting agreements are used whenever possible and counterparties may be required to pledge collateral depending on the creditworthiness of each counterparty and the risk associated with the transaction.

Commodity Price Risk

Commodity price risk represents the potential impact that can be caused by a change in the market value of a particular commodity. SCE's electricity price exposure arises from energy purchased from and sold to wholesale markets as a result of differences between SCE's load requirements and the amount of energy delivered from its generating facilities and power purchase agreements. SCE's natural gas price exposure arises from natural gas purchased for the Mountainview power plant and peaker plants, QF contracts where pricing is based on a monthly natural gas index and power purchase agreements in which SCE has agreed to provide the natural gas needed for generation, referred to as tolling arrangements.

Credit and Default Risk

Credit and default risk represents the potential impact that can be caused if a counterparty were to default on its contractual obligations and SCE would be exposed to spot markets for buying replacement power or selling excess power. In addition, SCE would be exposed to the risk of non-payment of accounts receivable, primarily related to the sales of excess power and realized gains on derivative instruments.

Certain power contracts contain master netting agreements or similar agreements, which generally allows counterparties subject to the agreement to setoff amounts when certain criteria are met, such as in the event of default. The objective of netting is to reduce credit exposure. Additionally, to reduce SCE's risk exposures counterparties may be required to pledge collateral depending on the credit worthiness of each counterparty and the risk associated with the transaction.

Certain power contracts contain a provision that requires SCE to maintain an investment grade rating from each of the major credit rating agencies, referred to as a credit-risk-related contingent feature. If SCE's credit rating were to fall below investment grade, SCE may be required to pay the derivative liability or post additional collateral. The net fair value of all derivative liabilities with these credit-risk-related contingent features was $47 million and $49 million as of June 30, 2014 and December 31, 2013 , respectively, for which SCE has posted no collateral to its counterparties for the respective periods. If the credit-risk-related contingent features underlying these agreements were triggered on June 30, 2014 , SCE would be required to post collateral in the amount of $6 million , excluding the impact of unpaid closed positions as their settlement is not impacted by the credit-risk-related contingent features.

Fair Value of Derivative Instruments

SCE presents its derivative assets and liabilities on a net basis on its consolidated balance sheets when subject to master netting agreements or similar agreements. Derivative positions are offset against margin and cash collateral deposits. In addition, SCE has provided collateral in the form of letters of credit. Collateral requirements can vary depending upon the level of unsecured credit extended by counterparties, changes in market prices relative to contractual commitments and other factors. The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:



	June 30, 2014
	Derivative Assets								Derivative Liabilities
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term			Subtotal			Net Liability
Commodity derivative contracts
Gross amounts recognized	$	97		$	217	$	314		$	153		$	1,053		$	1,206		$	892
Gross amounts offset in the consolidated balance sheets	(4		)	—		(4		)	(4		)	—			(4		)	—
Cash collateral posted ¹	—			—		—			(5		)	(2		)	(7		)	(7		)
Net amounts presented in the consolidated balance sheets	$	93		$	217	$	310		$	144		$	1,051		$	1,195		$	885



	December 31, 2013
	Derivative Assets								Derivative Liabilities
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term			Subtotal			Net Liability
Commodity derivative contracts
Gross amounts recognized	$	141		$	251	$	392		$	178		$	1,045		$	1,223		$	831
Gross amounts offset in the consolidated balance sheets	(19		)	—		(19		)	(19		)	—			(19		)	—
Cash collateral posted ¹	—			—		—			(7		)	(3		)	(10		)	(10		)
Net amounts presented in the consolidated balance sheets	$	122		$	251	$	373		$	152		$	1,042		$	1,194		$	821


¹	In addition, at June 30, 2014 and December 31, 2013 , SCE had posted $7 million and $19 million , respectively, of collateral that is not offset against derivative liabilities and is reflected in "Other current assets" on the consolidated balance sheets.

Income Statement Impact of Derivative Instruments

SCE recognizes realized gains and losses on derivative instruments as purchased power expense and expects that such gains or losses will be part of the purchase power costs recovered from customers. As a result, realized gains and losses do not affect earnings, but may temporarily affect cash flows. Due to expected future recovery from customers, unrealized gains and losses are recorded as regulatory assets and liabilities and therefore also do not affect earnings. The results of derivative activities and related regulatory offsets are recorded in cash flows from operating activities in the consolidated statements of cash flows.

The following table summarizes the components of SCE's economic hedging activity:



	Three months ended June 30,						Six months ended June 30,
(in millions)	2014			2013			2014			2013
Realized losses	$	(4	)	$	(7	)	$	(41	)	$	(23	)
Unrealized losses	(110		)	(64		)	(58		)	(118		)

Notional Volumes of Derivative Instruments

The following table summarizes the notional volumes of derivatives used for SCE hedging activities:



		Economic Hedges
Commodity	Unit of Measure	June 30, 2014	December 31, 2013
Electricity options, swaps and forwards	GWh	4,315	6,274
Natural gas options, swaps and forwards	Bcf	13	12
Congestion revenue rights	GWh	120,386	149,234
Tolling arrangements	GWh	84,484	87,991

Note 7. Income Taxes

Effective Tax Rate

The table below provides a reconciliation of income tax expense computed at the federal statutory income tax rate to the income tax provision:



	Three months ended June 30,						Six months ended June 30,
(in millions)	2014			2013			2014			2013
Edison International:
Income (loss) from continuing operations before income taxes	$	466		$	(184	)	$	671		$	199
Provision for income tax at federal statutory rate of 35%	164			(64		)	235			70
Increase (decrease) in income tax from:
State tax, net of federal benefit	6			(20		)	7			(17		)
Property-related	(55		)	(22		)	(106		)	(64		)
Change related to uncertain tax positions	(21		)	11			(14		)	18
San Onofre OII settlement	—			—			(40		)	—
Other	(10		)	(7		)	(17		)	(11		)
Total income tax expense (benefit) from continuing operations	$	84		$	(102	)	$	65		$	(4	)
Effective tax rate	18.0		%	*			9.7		%	*
SCE:
Income (loss) from continuing operations before income taxes	$	490		$	(166	)	$	712		$	229
Provision for income tax at federal statutory rate of 35%	171			(58		)	249			80
Increase (decrease) in income tax from:
State tax, net of federal benefit	9			(23		)	10			(9		)
Property-related	(55		)	(22		)	(106		)	(64		)
Change related to uncertain tax positions	(17		)	11			(10		)	17
San Onofre OII settlement	—			—			(40		)	—
Other	(10		)	(7		)	(17		)	(11		)
Total income tax expense (benefit) from continuing operations	$	98		$	(99	)	$	86		$	13
Effective tax rate	20.0		%	*			12.1		%	5.7		%


^*	Not meaningful

The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences which reverse over time. The accounting treatment for these temporary differences results in recording regulatory assets and liabilities for amounts that would otherwise be recorded to deferred income tax expense.

Property-related items include recognition of income tax benefits from repair deductions for income tax purposes. During the first quarter of 2014, SCE recorded flow through tax benefits related to repair deductions and other tax items under the San Onofre OII settlement. The tax benefits were offset by estimated refunds to customers included as part of the pre-tax charge of $231 million . See Note 9 for further details.

During the second quarter of 2014, SCE revised its liability for uncertain tax positions for prior periods based on an updated assessment of the ultimate outcome of such positions.

Tax Disputes

The IRS examination phase of tax years 2003 through 2006 was completed in the fourth quarter of 2010, which included proposed adjustments for the following two items:


•	A proposed adjustment increasing the taxable gain on the 2004 sale of EME's international assets, which if sustained, would result in a federal tax payment of approximately $210 million , including interest and penalties through June 30, 2014 .


•	A proposed adjustment to disallow a component of SCE's repair allowance deduction, which if sustained, would result in a federal tax payment of approximately $102 million , including interest through June 30, 2014 .

Edison International disagrees with the proposed adjustments and filed a protest with the IRS in the first quarter of 2011. Edison International anticipates that the IRS will issue a deficiency notice for the tax, interest and possibly penalties at the conclusion of the IRS appeals process. After the receipt of such deficiency notice, Edison International will have 90 days to file a petition in United States Tax Court. If a petition is not timely filed, Edison International anticipates after the expiration of the 90-day period, the IRS will assess the underpayment of tax, interest and penalties, if any, and demand payment. Although Edison International disagrees with the proposed adjustments, it has made a $189 million deposit during the second quarter of 2014 to stop the accrual of interest.

It is reasonably possible that Edison International will complete the 2003 – 2006 federal income tax audit cycle during the next twelve months which would effectively settle open tax positions. Edison International estimates tax benefits of approximately $50 million , including interest, may be recognized in income depending on the final outcome of the IRS audit.

Tax Years 2007 – 2009

The IRS examination phase of tax years 2007 through 2009 was completed during the first quarter of 2013. Edison International received a Revenue Agent Report from the IRS on February 28, 2013 which included a proposed adjustment to disallow a component of SCE's repair allowance deduction (similar to the 2003 – 2006 tax years). The proposed adjustment to disallow a component of SCE's repair allowance deduction, if sustained, would result in a federal tax payment of approximately $75 million , including interest through June 30, 2014 . Edison International disagrees with the proposed adjustment and filed a protest with the IRS in April 2013.

Note 8. Compensation and Benefit Plans

Pension Plans

Edison International made contributions of $76 million during the six months ended June 30, 2014 , which includes contributions of $63 million by SCE. Edison International expects to make contributions of $136 million during the remainder of 2014, which includes $123 million from SCE. Annual contributions made to most of SCE's pension plans are anticipated to be recovered through CPUC-approved regulatory mechanisms. Annual contributions to these plans are expected to be, at a minimum, equal to the related annual expense.

Pension expense components for continuing operations are:



	Three months ended June 30,						Six months ended June 30,
(in millions)	2014			2013			2014			2013
Edison International:
Service cost	$	29		$	38		$	59		$	76
Interest cost	48			42			93			84
Expected return on plan assets	(60		)	(57		)	(117		)	(114		)
Settlement costs ¹	—			49			—			49
Amortization of prior service cost	2			1			3			2
Amortization of net loss ²	1			15			2			30
Expense under accounting standards	$	20		$	88		$	40		$	127
Regulatory adjustment (deferred)	30			(31		)	61			(14		)
Total expense recognized	$	50		$	57		$	101		$	113
SCE:
Service cost	$	29		$	37		$	58		$	74
Interest cost	44			41			88			82
Expected return on plan assets	(56		)	(57		)	(112		)	(114		)
Settlement costs ¹	—			48			—			48
Amortization of prior service cost	1			1			2			2
Amortization of net loss ²	1			14			1			28
Expense under accounting standards	$	19		$	84		$	37		$	120
Regulatory adjustment (deferred)	30			(31		)	61			(14		)
Total expense recognized	$	49		$	53		$	98		$	106


¹	Relates to lump-sum payments made to employees who retired in 2013 from the SCE Retirement Plan (primarily due to workforce reductions described below).

Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was $1 million and $1 million , respectively, for the three months ended June 30, 2014 , and $3 million and $2 million , respectively, for the six months ended June 30, 2014 . The amount reclassified for Edison International and SCE was $4 million and $3 million , respectively, for the three months ended June 30, 2013 , and $7 million and $5 million , respectively, for the six months ended June 30, 2013.

Postretirement Benefits Other Than Pensions

Edison International made contributions of $7 million during the six months ended June 30, 2014 and expects to make contributions of $8 million during the remainder of 2014 , substantially all of which are expected to be made by SCE. Annual contributions made to SCE plans are anticipated to be recovered through CPUC-approved regulatory mechanisms and are expected to be, at a minimum, equal to the total annual expense for these plans. Benefits under these plans, with some exceptions, are generally unvested and subject to change. Under the terms of the Edison International Health and Welfare Plan ("PBOP Plan") each participating employer (Edison International or its participating subsidiaries) is responsible for the costs and expenses of all PBOP benefits with respect to its employees and former employees. A participating employer may terminate the PBOP benefits with respect to its employees and former employees, as may SCE (as Plan sponsor), and, accordingly, the participants' PBOP benefits are not vested benefits.

PBOP expense components for continuing operations are:



	Three months ended June 30,						Six months ended June 30,
(in millions)	2014			2013			2014			2013
Edison International:
Service cost	$	11		$	14		$	22		$	28
Interest cost	27			26			54			52
Expected return on plan assets	(28		)	(30		)	(56		)	(60		)
Special termination benefits ¹	—			10			—			10
Amortization of prior service credit	(9		)	(9		)	(18		)	(18		)
Amortization of net loss	—			7			—			14
Total expense	$	1		$	18		$	2		$	26
SCE:
Service cost	$	11		$	14		$	22		$	27
Interest cost	27			26			54			52
Expected return on plan assets	(28		)	(30		)	(56		)	(60		)
Special termination benefits ¹	—			10			—			10
Amortization of prior service credit	(9		)	(9		)	(18		)	(18		)
Amortization of net loss	—			7			—			14
Total expense	$	1		$	18		$	2		$	25


¹	Due to the reduction in workforce, SCE has incurred costs for extended retiree health care coverage.

Workforce Reductions

In 2012, SCE commenced multiple efforts to reduce its workforce in order to reflect SCE's strategic direction to optimize its cost structure, moderate customer rate increases and align its cost structure with its peers. In addition, in June 2013, SCE announced plans to permanently retire San Onofre, which resulted in additional workforce reductions. See Note 9 for further information. During the second quarter of 2014, SCE increased the estimated impact for workforce reductions related to transferring certain information technology activities to third parties. Through June 30, 2014 , SCE's share of estimated cash severance for these efforts totaled $ 222 million . The following table provides a summary of changes in the accrued severance liability associated with these reductions:



(in millions)
Balance at January 1, 2014	$	54
Additions	9
Payments	(13		)
Balance at June 30, 2014	$	50

The liability presented in the table above is reflected in "Other current liabilities" on the consolidated balance sheets. The severance costs are included in "Operation and maintenance" on the consolidated income statements.

Note 9. San Onofre Issues

Replacement steam generators were installed at San Onofre in 2010 and 2011. On January 31, 2012, a water leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and subsequent inspections revealed excessive tube to tube wear. At the time, Unit 2 was off-line for a planned outage when areas of unexpected tube to support structure wear were found. Later, evidence of tube to tube wear in Unit 2 was also discovered. On June 6, 2013, SCE decided to permanently retire Units 2 and 3.

CPUC Proceedings and Proposed Settlement

In October 2012, the CPUC issued an Order Instituting Investigation ("OII") that consolidated all San Onofre issues in related CPUC regulatory proceedings to consider appropriate cost recovery for all San Onofre costs, including among other costs, the cost of the steam generator replacement project, substitute market power costs, capital expenditures, and operation and maintenance costs.

On March 27, 2014, SCE entered into a settlement agreement (the "San Onofre OII Settlement Agreement") with The Utility Reform Network ("TURN"), the CPUC's Office of Ratepayer Advocates ("ORA") and SDG&E, which was later joined by the Coalition of California Utility Employees ("CUE") and Friends of the Earth ("FOE") (together, the "Settling Parties"). If implemented, the San Onofre OII Settlement Agreement will constitute a complete and final resolution of the CPUC's OII and related proceedings regarding the Steam Generator Replacement Project ("SGRP") at San Onofre and the related outage and subsequent shutdown of San Onofre. The San Onofre OII Settlement Agreement does not affect proceedings before the NRC or proceedings related to recoveries from third parties described below, but does describe how shareholders and customers will share any potential recoveries. Implementation of the San Onofre OII Settlement Agreement is subject to the approval of the CPUC. The parties to the San Onofre OII Settlement Agreement have agreed to exercise their best efforts to obtain CPUC approval. The San Onofre OII Settlement Agreement is subject to termination by any of the Settling Parties if the CPUC has not approved it within six months of submission, but there can be no certainty of when or what the CPUC will actually decide.

Disallowances, Refunds and Rate Recoveries

If the San Onofre OII Settlement Agreement is approved, SCE will not be allowed to recover in rates its capitalized costs for the SGRP as of February 1, 2012 or a return on such investment after such date. As of February 1, 2012, SCE's net book value in the SGRP was approximately $597 million . Additionally, SCE will not be allowed to recover in rates approximately $99 million of incremental inspection and repair costs incurred for the replacement steam generators ("RSGs") in 2012 that were in excess of CPUC-authorized operations and maintenance expense. These costs, net of invoices paid, were previously expensed in SCE's 2012 financial results, although they remain subject to recovery from the supplier of the RSGs. Neither will SCE be allowed to recover in rates provisionally authorized operations and maintenance expense in 2013 that exceeds amounts included in recorded operations and maintenance expense (including severance and incremental repair and inspection costs); such excess had not been recognized in 2013 earnings. Subject to the foregoing, SCE will be authorized to recover in rates its remaining investment in San Onofre, including base plant, materials and supplies, nuclear fuel inventory and contracts and construction work in progress ("CWIP"), generally over a ten -year period commencing February 1, 2012. Additionally, SCE will be authorized to recover in rates its provisionally authorized operations and maintenance expenses for 2012, recorded costs for the 2012 refueling outage of Unit 2, recorded operations and maintenance expenses for 2013, and recorded operations and maintenance expenses for 2014 subject to customary prudency review. Finally, SCE will also be authorized to recover in rates through its fuel and purchased power balancing account ("ERRA") all costs incurred to purchase electric power in the market related to the outage and shutdown of San Onofre, and to recover by December 31, 2015 any San Onofre-related ERRA undercollections. Estimated market power costs through June 6, 2013 (the date of San Onofre's retirement) were approximately $680 million using the methodology followed in the OII. To the extent that amounts otherwise recoverable in rates under the San Onofre OII Settlement Agreement are recovered from SCE's Decommissioning Trust as a decommissioning cost, the amounts otherwise recoverable in rates will be reduced with no impact on earnings.

The portion of SCE's San Onofre investment in base plant, CWIP and materials and supplies, which SCE is entitled to recover from February 1, 2012, will earn a return equal to the weighted average of SCE's authorized return on debt and 50% of its authorized return on preferred equity, pro-rated to the percentage of the investment that equals SCE's percentage of debt and preferred equity in its authorized capital structure. SCE will not earn a return on common equity on its amortizable San Onofre investment. Accordingly, SCE will be allowed to earn a rate of return of 2.95% in 2012, 2.62% for the period 2013 –2014 and a rate that will float during the amortization period thereafter with changes in SCE's authorized return on debt and preferred equity. SCE's investment in nuclear fuel will earn a return equal to commercial paper rates that SCE pays from time to time.

A 5% incentive is provided for SCE to realize savings for ratepayers by selling materials and supplies and nuclear fuel, as well as reducing its nuclear fuel investment by contract cancellations. This incentive allows SCE to retain 5% of sales proceeds and to recover 5% of the excess of cancelled contract obligations over cancellation costs. The balance of sale proceeds and cancellation benefits is credited to ratepayers.

Accounting and Financial Impact

Due to the decision to early retire San Onofre Units 2 and 3, GAAP required reclassification of the amounts recorded in property, plant and equipment and related tangible operating assets to a regulatory asset to the extent that management concluded it was probable of recovery through future rates. Regulatory assets may also be recorded to the extent management concludes it is probable that direct and indirect costs incurred to retire Units 2 and 3 as of each reporting date are recoverable through future rates. In accordance with these requirements and as a result of its decision to retire San Onofre Units 2 and 3, SCE reclassified $1,521 million of its total investment in San Onofre at May 31, 2013 to a regulatory asset ("San Onofre Regulatory Asset") and recorded an impairment charge of $575 million ( $365 million after-tax) in the second quarter of 2013. As of December 31, 2013, SCE had recorded a net regulatory asset of approximately $1.3 billion , comprised of $1.56 billion of property, plant and equipment, less $266 million for estimated refunds of authorized revenue recorded in excess of SCE's costs of service.

As a result of the execution of the San Onofre OII Settlement Agreement by the Settling Parties, SCE has concluded that the outcome of the OII that is more likely than any other outcome is approval and implementation of the San Onofre OII Settlement Agreement, although approval by the CPUC remains uncertain. As a result, in the first quarter of 2014, SCE recorded an additional pre-tax charge of approximately $231 million (approximately $96 million after-tax). Including the amounts recorded during the first quarter of 2014 and the amounts previously recorded in 2013, the total impact of the San Onofre OII settlement is estimated at $806 million (approximately $461 million after-tax). The total pre-tax charge is due to:


•	the disallowance of the SGRP investment ( $542 million as of May 31, 2013);


•	refund of revenue related to the SGRP previously recognized of $159 million ; and


•	implementation of the other terms of the San Onofre OII Settlement Agreement, including a refund of flow through tax benefits of $71 million and a refund of the authorized return in excess of the return allowed for non-SGRP investments. The refund was offset by recognition of tax benefits in an equal amount.

At June 30, 2014, the San Onofre Regulatory Asset was $1.37 billion and the San Onofre regulatory liability for refunds of revenue was approximately $483 million . Such amounts do not reflect any recoveries from third parties by SCE.

Under the San Onofre OII Settlement Agreement, the unamortized portion of SCE's investment other than nuclear fuel may, at SCE's option, be excluded from SCE's capital structure for purposes of determining regulatory capital requirements. Had such exclusion applied as of June 30, 2014, SCE estimates that its common equity requirement would be reduced by more than $300 million .

San Onofre OII Settlement Agreement Procedure

On April 3, 2014, the Settling Parties filed a motion in the OII requesting the CPUC to approve the San Onofre OII Settlement Agreement without change, find the Settlement Agreement reasonable and expedite consideration of the San Onofre OII Settlement Agreement in order to provide the benefits of it as soon as possible. The Settling Parties also urged the CPUC to stay further proceedings in the OII pending a determination on the San Onofre OII Settlement Agreement and to withdraw the November 19, 2013 Proposed Decision on Phase 1 and Phase 1A issues in the OII. During the pendency of proceedings regarding the San Onofre OII Settlement Agreement, the Settling Parties are further bound to support and mutually defend the San Onofre OII Settlement Agreement in its entirety, oppose any modifications proposed by any non-settling party to the OII unless all Settling Parties agree, and cooperate reasonably on all submissions. The Settling Parties further agree to review any CPUC orders regarding the San Onofre OII Settlement Agreement to determine if the CPUC has changed or modified it, deleted a term or imposed a new term. If any Settling Party is unwilling to accept any such change, modification, deletion or addition of a new term, then the Settling Parties will negotiate in good faith to seek a resolution acceptable to all Settling Parties. If they are unable to resolve the matter to the satisfaction of all Settling Parties or to obtain prompt CPUC approval of an agreed upon resolution, then any Settling Party can terminate the Settlement Agreement upon prompt notice.

Under CPUC rules, parties in the OII have had an opportunity to comment on the San Onofre OII Settlement Agreement, and the CPUC held an evidentiary hearing on May 14, 2014 and a public participation meeting on June 16, 2014, at which various intervenors who were not Settling Parties opposed the proposed settlement and others supported it. Following conclusion of the public participation meeting, approval of the San Onofre OII Settlement Agreement was submitted to an Administrative Law Judge to render a proposed decision for further consideration by the CPUC. CPUC rules do not provide for any fixed time period for the CPUC to act on the San Onofre OII Settlement Agreement. Pursuant to the CPUC's rules, no

settlement becomes binding on the parties to it unless the CPUC approves the settlement based on a finding that it is reasonable in light of the whole record, consistent with law, and in the public interest. The CPUC has discretion to approve or disapprove a settlement, or to condition its approval on changes to the settlement, which the parties may accept or reject.

Accordingly, there can be no assurance regarding the timing of any CPUC decision or that the CPUC will approve the San Onofre OII Settlement Agreement or refrain from making changes to it that are not acceptable to all the Settling Parties. Thus, there can be no assurance that the OII proceeding will provide for recoveries as currently estimated by SCE in accordance with the San Onofre OII Settlement Agreement, including the recovery of costs recorded as a regulatory asset, or that the CPUC does not order refunds to customers above those contemplated by the San Onofre OII Settlement Agreement. Therefore, the amount recorded for the San Onofre Regulatory Asset is subject to further change based upon future developments and the application of SCE's judgment to those events.

Third-Party Recoveries

San Onofre carries accidental property damage and carried accidental outage insurance issued by Nuclear Electric Insurance Limited ("NEIL") and has placed NEIL on notice of claims under both policies. The NEIL policies have a number of exclusions and limitations that NEIL may assert reduce or eliminate coverage, and SCE may choose to challenge NEIL's application of any such exclusions and limitations. The estimated total claims under the accidental outage insurance through February 22, 2014 are approximately $414 million (SCE's share of which is approximately $325 million ). Accidental outage policy benefits are reduced by 90% for the periods following announcement of the permanent retirement of the Units. The accidental outage insurance at San Onofre has been canceled prospectively as a result of the permanent retirement. No amounts have been recognized in SCE's financial statements, pending NEIL's response. Under the San Onofre OII Settlement Agreement, costs recoveries will be allocated between SCE and its ratepayers as set forth in the agreement.

SCE is also pursuing claims against Mitsubishi Heavy Industries, Ltd. and related companies ("MHI"), which designed and supplied the RSGs. MHI warranted the RSGs for an initial period of 20 years from acceptance and is contractually obligated to repair or replace defective items with dispatch and to pay specified damages for certain repairs. MHI's liability under the purchase agreement is limited to $138 million and excludes consequential damages, defined to include "the cost of replacement power;" however, limitations in the contract are subject to applicable exceptions both in the contract and under law. SCE has advised MHI that it believes one or more of such exceptions apply and that MHI's liability is not limited to $138 million , and MHI has advised SCE that it disagrees. In October 2013, after a prescribed 90 -day waiting period from the service of an earlier notice of dispute, SCE sent MHI a formal request for binding arbitration under the auspices of the International Chamber of Commerce in accordance with the purchase contract seeking damages for all losses. In the request for arbitration, SCE alleges contract and tort claims and seeks at least $4 billion in damages on behalf of itself and its ratepayers and in its capacity as Operating Agent for San Onofre. MHI has denied any liability and has asserted counterclaims for $41 million , for which SCE has denied any liability. Each of the other co-owners filed lawsuits against MHI, alleging claims arising from MHI's supplying the faulty steam generators, which have been stayed pending the arbitration. The other co-owners (SDG&E and Riverside) have been added as additional claimants in the arbitration, with party status. Under the San Onofre OII Settlement Agreement, recoveries from MHI will be allocated between SCE and its ratepayers as set forth in the agreement.

Continuing NRC Proceedings

As part of the NRC's review of the San Onofre outage and proceedings related to the possible restart of Unit 2, the NRC appointed an Augmented Inspection Team to review SCE's performance. In December 2013, the NRC finalized an Inspection Report in connection with the Augmented Inspection Team's review and SCE's response to an earlier NRC Confirmatory Action Letter. The NRC's report identified a "white" finding (low to moderate safety significance) for failing to ensure that MHI's modeling and analysis were adequate. SCE stated some disagreements with the NRC's Report but chose not to challenge the "white" finding. The NRC also issued an Inspection Report to MHI containing a Notice of Nonconformance for its flawed computer modeling in the design of San Onofre's steam generators. In addition, the NRC's Office of Investigations has been conducting an investigation into the accuracy and completeness of information SCE provided to the Augmented Inspection Team. SCE has also been made aware of an investigation related to San Onofre by the NRC's Office of Inspector General, which generally reviews internal NRC affairs. Certain anti-nuclear groups and individual members of Congress have alleged that SCE knew of deficiencies in the steam generators when they were installed or otherwise did not correctly follow NRC requirements in connection with the design and installation of the replacement steam generators, something which SCE has vigorously denied, and have called for investigations, including by the Department of Justice. SCE cannot predict when or whether ongoing inquiries or investigations by the NRC will be completed or whether inquiries by other government agencies will be initiated. Should the NRC find a deficiency in SCE's provision of information, SCE could be subject to additional NRC actions, including the imposition of penalties, and the findings could be taken into consideration in the CPUC regulatory proceedings described above.

Note 10. Other Investments

Nuclear Decommissioning Trusts

Future decommissioning costs related to SCE's nuclear assets are expected to be funded from independent decommissioning trusts, which received $6 million in 2014 through SCE customer rates. Contributions to the decommissioning trusts are reviewed every three years by the CPUC.

The following table sets forth amortized cost and fair value of the trust investments:



	Longest Maturity Dates	Amortized Cost				Fair Value
(in millions)	Longest Maturity Dates	June 30, 2014		December 31, 2013		June 30, 2014		December 31, 2013
Stocks	—	$	683	$	656	$	2,332	$	2,208
Municipal bonds	2051	688		675		812		756
U.S. government and agency securities	2044	824		902		881		947
Corporate bonds	2054	339		208		390		241
Short-term investments and receivables/payables	One-year	312		329		325		342
Total		$	2,846	$	2,770	$	4,740	$	4,494

Trust fund earnings (based on specific identification) increase the trust fund balance and the ARO regulatory liability. Proceeds from sales of securities (which are reinvested) were $2.2 billion and $1.5 billion for the three months ended June 30, 2014 and 2013 , and $3.8 billion and $2.0 billion for the six months ended June 30, 2014 and 2013, respectively. Unrealized holding gains, net of losses, were $1.9 billion and $ 1.7 billion at June 30, 2014 and December 31, 2013 , respectively.

The following table sets forth a summary of changes in the fair value of the trust:



	Three months ended June 30,						Six months ended June 30,
(in millions)	2014			2013			2014			2013
Balance at beginning of period	$	4,587		$	4,246		$	4,494		$	4,048
Gross realized gains	28			137			38			142
Gross realized losses	—			(1		)	—			(2		)
Unrealized gains (losses), net	107			(185		)	169			(9		)
Other-than-temporary impairments	(3		)	(21		)	(6		)	(29		)
Interest, dividends, contributions and other	21			5			45			31
Balance at end of period	$	4,740		$	4,181		$	4,740		$	4,181

Due to regulatory mechanisms, changes in assets of the trusts from income items have no impact on operating revenue or earnings.

Note 11. Regulatory Assets and Liabilities

Regulatory Assets

SCE's regulatory assets included on the consolidated balance sheets are:



(in millions)	June 30, 2014		December 31, 2013
Current:
Regulatory balancing accounts	$	1,190	$	484
Energy derivatives	69		54
Other	6		—
Total current	1,265		538
Long-term:
Deferred income taxes, net	3,245		2,957
Pensions and other postretirement benefits	385		369
Energy derivatives	856		816
Unamortized investments, net	294		332
San Onofre	1,371		1,325
Unamortized loss on reacquired debt	211		222
Regulatory balancing accounts	643		818
Other	340		402
Total long-term	7,345		7,241
Total regulatory assets	$	8,610	$	7,779

Regulatory Liabilities

SCE's regulatory liabilities included on the consolidated balance sheets are:



(in millions)	June 30, 2014		December 31, 2013
Current:
Regulatory balancing accounts	$	787	$	724
Other	39		43
Total current	826		767
Long-term:
Costs of removal	2,822		2,780
Asset retirement obligations	1,815		1,071
Regulatory balancing accounts	1,094		1,132
San Onofre	483		—
Other	20		12
Total long-term	6,234		4,995
Total regulatory liabilities	$	7,060	$	5,762

Net Regulatory Balancing Accounts

The following table summarizes the significant components of regulatory balancing accounts included in the above tables of regulatory assets and liabilities:



(in millions)	June 30, 2014			December 31, 2013
Asset (liability)
Energy resource recovery account	$	1,617		$	1,005
Four Corners memorandum account	4			145
New system generation balancing account	50			132
Public purpose programs and energy efficiency programs	(850		)	(1,037		)
Base rate recovery balancing account	(103		)	(247		)
Greenhouse gas auction revenue	(310		)	(385		)
FERC formula rates and FERC balancing accounts	(63		)	(59		)
FERC energy settlements	(179		)	—
Other	(214		)	(108		)
Net liability	$	(48	)	$	(554	)

Note 12. Commitments and Contingencies

Indemnities

Edison International and SCE have various financial and performance guarantees and indemnity agreements which are issued in the normal course of business.

Edison International and SCE have provided indemnifications through contracts entered into in the normal course of business. These are primarily indemnifications against adverse litigation outcomes in connection with underwriting agreements, and indemnities for specified environmental liabilities and income taxes with respect to assets sold. Edison International's and SCE's obligations under these agreements may or may not be limited in terms of time and/or amount, and in some instances Edison International and SCE may have recourse against third parties. Edison International and SCE have not recorded a liability related to these indemnities. The overall maximum amount of the obligations under these indemnifications cannot be reasonably estimated.

SCE has indemnified the City of Redlands, California in connection with Mountainview's California Energy Commission permit for cleanup or associated actions related to groundwater contaminated by perchlorate due to the disposal of filter cake at the City's solid waste landfill. The obligations under this agreement are not limited to a specific time period or subject to a maximum liability. SCE has not recorded a liability related to this indemnity.

Contingencies

In addition to the matters disclosed in these Notes, Edison International and SCE are involved in other legal, tax and regulatory proceedings before various courts and governmental agencies regarding matters arising in the ordinary course of business. Edison International and SCE believe the outcome of these other proceedings will not, individually or in the aggregate, materially affect its results of operations or liquidity.

San Onofre

SCE believes that the actions taken and costs incurred in connection with the San Onofre replacement steam generators and outages have been prudent. Accordingly, SCE has argued in related CPUC regulatory proceedings that its operating, capital, and market power costs should be recoverable through base rates and the ERRA balancing account (as reduced by the charges recorded in 2013 and 2014). SCE, however, cannot provide assurance that the CPUC will not disallow costs incurred or order refunds to customers of amounts collected in rates, or that SCE will be successful in recovering amounts from third parties.

Disallowances of costs and/or refund of amounts received from customers could be material and adversely affect SCE's financial condition, results of operations and cash flows. In March 2014, SCE, in recognition of these risks, entered into the San Onofre OII Settlement Agreement with San Diego Gas & Electric Company, ORA, TURN, FOE and CUE that, if approved by the CPUC, would resolve the disallowance and regulatory recovery issues in accordance with the terms of the agreement. SCE will pursue recoveries from the manufacturer of the replacement steam generators and under San Onofre's insurance, but there is no assurance that SCE will recover all of its applicable costs pursuant to these arrangements. See Note 9 for further details.

San Gabriel Valley Windstorm Investigation

In November 2011, a windstorm resulted in significant damage to SCE's electric system and service outages for SCE customers primarily in the San Gabriel Valley. The CPUC directed its Safety and Enforcement Division ("SED") to conduct an investigation focused on the cause of the outages, SCE's service restoration effort, and SCE's customer communications during the outages. The SED issued its final report on January 11, 2013. The report asserts that SCE and others with whom SCE shares utility poles violated certain CPUC safety rules applicable to overhead line construction, maintenance and operation, which may have caused the failures of affected poles and supporting cables. The report also concludes that SCE's restoration time was not adequate and makes other assertions. Additionally, the report contends that SCE violated CPUC rules by failing to preserve evidence relevant to the investigation when it did not retain damaged poles that were replaced following the windstorm. In February 2014, SCE entered into agreements with the SED to settle this matter and another, unrelated matter involving SCE's system that occurred in San Bernardino for $24.5 million . In March 2014, the CPUC opened an OII on the 2011 windstorm and the San Bernardino matter and SCE and the SED jointly filed a motion seeking approval of the settlement agreements in this OII. On July 15, 2014, the assigned ALJ in the OII issued a proposed decision which, if approved by the CPUC, would approve both settlements without modification. If the settlement agreements are not approved by the CPUC and SCE is found to have violated any CPUC rules, it could be subject to penalties. Absent approval of the two settlement agreements by the CPUC, SCE is unable to estimate a possible loss or range of loss that may be imposed by the CPUC on SCE.

Four Corners Environmental Matters

In October 2011 , four private environmental organizations filed a CAA citizen lawsuit against the co-owners of Four Corners. The complaint alleges that certain work performed at the Four Corners generating units 4 and 5, over the approximate periods of 1985 – 1986 and 2007 – 2010 , constituted plant "major modifications" and the plant's failure to obtain permits and install best available control technology ("BACT") violated the Prevention of Significant Deterioration requirements and the New Source Performance Standards of the CAA. The complaint also alleges subsequent and continuing violations of BACT air emissions limits. The lawsuit seeks injunctive and declaratory relief, civil penalties, including a mitigation project and litigation costs. In November 2012, the parties requested a stay of the litigation to allow for settlement discussion, and the matter is currently stayed. In December 2013, SCE sold its ownership interest in generating units 4 and 5 to APS. Under the sale agreement SCE remains responsible for its pro-rata share of certain environmental liabilities, including penalties in the event they arise from environmental violations prior to the sale. In addition, under the terms of the sale agreement, SCE retains the liability for its proportionate share of expenses occurring as a result of new environmental regulations applicable to the coal ash and combustion residuals deposited at the landfill at Four Corners during the period that SCE held its ownership interest in Four Corners if such new regulations are adopted. SCE is unable to estimate a possible loss or range of loss associated with these matters.

Environmental Remediation

SCE records its environmental remediation liabilities when site assessments and/or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. SCE reviews its sites and measures the liability quarterly, by assessing a range of reasonably likely costs for each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties. These estimates include costs for site investigations, remediation, operation and maintenance, monitoring and site closure. Unless there is a single probable amount, SCE records the lower end of this reasonably likely range of costs (reflected in "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.

At June 30, 2014 , SCE's recorded estimated minimum liability to remediate its 19 identified material sites (sites in which the upper end of the range of the costs is at least $1 million ) was $111 million , including $72 million related to San Onofre. In addition to these sites, SCE also has 39 immaterial sites for which the total minimum recorded liability was $4 million . Of the $115 million total environmental remediation liability for SCE, $110 million has been recorded as a regulatory asset. SCE expects to recover $37 million through an incentive mechanism that allows SCE to recover 90% of its environmental remediation costs at certain sites (SCE may request to include additional sites) and $73 million through a mechanism that allows SCE to recover 100% of the costs incurred at certain sites through customer rates. SCE's identified sites include several sites for which there is a lack of currently available information, including the nature and magnitude of contamination, and the extent, if any, that SCE may be held responsible for contributing to any costs incurred for remediating these sites. Thus, no reasonable estimate of cleanup costs can be made for these sites.

The ultimate costs to clean up SCE's identified sites may vary from its recorded liability due to numerous uncertainties inherent in the estimation process, such as: the extent and nature of contamination; the scarcity of reliable data for identified sites; the varying costs of alternative cleanup methods; developments resulting from investigatory studies; the possibility of identifying additional sites; and the time periods over which site remediation is expected to occur. SCE believes that, due to these uncertainties, it is reasonably possible that cleanup costs at the identified material sites and immaterial sites could exceed its recorded liability by up to $156 million and $7 million , respectively, all of which is related to SCE. The upper limit of this range of costs was estimated using assumptions least favorable to SCE among a range of reasonably possible outcomes.

SCE expects to clean up and mitigate its identified sites over a period of up to 30 years. Remediation costs for each of the next four years are expected to range from $5 million to $30 million . Costs incurred for the six months ended June 30, 2014 and 2013 were $1 million and $3 million , respectively.

Based upon the CPUC's regulatory treatment of environmental remediation costs incurred at SCE, SCE believes that costs ultimately recorded will not materially affect its results of operations, financial position or cash flows. There can be no assurance, however, that future developments, including additional information about existing sites or the identification of new sites, will not require material revisions to estimates.

Nuclear Insurance

Federal law limits public offsite liability claims for bodily injury and property damage from a nuclear incident to the amount of available financial protection, which is currently approximately $13.6 billion . SCE and other owners of San Onofre and Palo Verde have purchased the maximum private primary insurance available ( $375 million ) through a Facility Form issued by American Nuclear Insurers ("ANI"). The balance is covered by a loss sharing program among nuclear reactor licensees. If a nuclear incident at any licensed reactor in the United States results in claims and/or costs which exceed the primary insurance at that plant site, all nuclear reactor licensees could be required to contribute their share of the liability in the form of a deferred premium.

The ANI Facility Form coverage includes broad liability protection for bodily injury or offsite property damage caused by nuclear material at San Onofre, or while in transit to or from San Onofre. The Facility Form, however, includes several exclusions. First, it excludes onsite property damage to the nuclear facility itself and onsite cleanup costs, but as discussed below SCE maintains separate NEIL property damage coverage for such events. Second, tort claims of onsite workers are excluded, but SCE also maintains separate $375 million ANI Facility Workers Form coverage for non-licensee workers. Third, offsite environmental costs arising out of government orders or directives, including those issued under the Comprehensive Environmental Response, Compensation and Liability Act, also known as CERCLA, are excluded, with minor exceptions from clearly identifiable accidents.

Based on its ownership interests, SCE could be required to pay a maximum of approximately $255 million per nuclear incident. However, it would have to pay no more than approximately $38 million per incident in any one year. If the public liability limit above is insufficient, federal law contemplates that additional funds may be appropriated by Congress. This could include an additional assessment on all licensed reactor operators as a measure for raising further federal revenue.

NEIL, a mutual insurance company owned by entities with nuclear facilities, issues nuclear property damage and accidental outage insurance policies. The amount of nuclear property insurance purchased for San Onofre and Palo Verde exceeds the minimum federal requirement of approximately $1.06 billion . These policies include coverage for decontamination liability. Property damage insurance also covers damages caused by acts of terrorism up to specified limits. Additional outage insurance covers part of replacement power expenses during an accident-related nuclear unit outage. The accidental outage insurance at San Onofre has been canceled as a result of the permanent retirement, but that insurance continues to be in effect at Palo Verde.

If losses at any nuclear facility covered by the arrangement were to exceed the accumulated funds for these insurance programs, SCE could be assessed retrospective premium adjustments of up to approximately $52 million per year. Insurance premiums are charged to operating expense.

Wildfire Insurance

Severe wildfires in California have given rise to large damage claims against California utilities for fire-related losses alleged to be the result of the failure of electric and other utility equipment. Invoking a California Court of Appeal decision, plaintiffs pursuing these claims have relied on the doctrine of inverse condemnation, which can impose strict liability (including liability for a claimant's attorneys' fees) for property damage. Prolonged drought conditions in California have also increased the risk of severe wildfire events. On June 1, 2014, Edison International renewed its liability insurance coverage, which included coverage for SCE's wildfire liabilities up to a $547.5 million limit (with a self-insured retention of $10 million per wildfire occurrence). Various coverage limitations within the policies that make up this insurance coverage could result in additional self-insured costs in the event of multiple wildfire occurrences during the policy period (June 1, 2014 to May 31, 2015). SCE also has additional coverage for certain wildfire liabilities of $450 million , which applies when total covered wildfire claims exceed $550 million , through June 14, 2015. SCE may experience coverage reductions and/or increased insurance costs in future years. No assurance can be given that future losses will not exceed the limits of SCE's insurance coverage.

Spent Nuclear Fuel

Under federal law, the Department of Energy ("DOE") is responsible for the selection and construction of a facility for the permanent disposal of spent nuclear fuel and high-level radioactive waste. The DOE did not meet its contractual obligation to begin acceptance of spent nuclear fuel by January 31, 1998 . Extended delays by the DOE have led to the construction of costly alternatives and associated siting and environmental issues. Currently, both San Onofre and Palo Verde have interim storage for spent nuclear fuel on site sufficient for the current license period.

In June 2010 , the United States Court of Federal Claims issued a decision granting SCE and the San Onofre co-owners damages of approximately $142 million (SCE share $112 million ) to recover costs incurred through December 31, 2005 for the DOE's failure to meet its obligation to begin accepting spent nuclear fuel from San Onofre. SCE received payment from the federal government in the amount of the damage award in November 2011. SCE has returned to the San Onofre co-owners their respective shares of the damage award paid. In December 2013, the CPUC approved SCE's proposal to return the SCE share of the award to customers based on the amount that customers actually contributed for fuel storage costs, resulting in approximately $94 million of the SCE share being returned to customers and the remaining $18 million being returned to shareholders. SCE, as operating agent, filed a lawsuit on behalf of the San Onofre owners against the DOE in the Court of Federal Claims in December 2011 seeking damages of approximately $98 million for the DOE's failure to meet its obligation to begin accepting spent nuclear fuel for the period from January 1, 2006 to December 31, 2010. Additional legal action would be necessary to recover damages incurred after December 31, 2010. All damages recovered by SCE are subject to CPUC review as to how these amounts would be distributed among customers, shareholders, or to offset fuel decommissioning or storage costs.

Note 13. Preferred and Preference Stock of Utility

During the first quarter of 2014, SCE issued 110,004 shares of 5.75% Series H preference stock (cumulative, $2,500 liquidation value) to SCE Trust III, a special purpose entity formed to issue trust securities as discussed in Note 3. The Series H preference stock may be redeemed at par, in whole, but not in part, at any time prior to March 15, 2024 if certain changes in tax or investment company laws occur. After March 15, 2024 , SCE may redeem the Series H shares at par, in whole or in part. After March 15, 2024 , distributions will accrue and be payable at a floating rate. The shares are not subject to mandatory redemption. The proceeds from the sale of these shares are to be used to repay commercial paper borrowings and for general corporate purposes.

Note 14. Accumulated Other Comprehensive Loss

Edison International's accumulated other comprehensive loss, net of tax consist of:



	Three months ended June 30,						Six months ended June 30,
(in millions)	2014			2013			2014			2013
Beginning balance	$	(11	)	$	(87	)	$	(13	)	$	(87	)
Pension and PBOP – net loss:
Other comprehensive loss before reclassifications	(5		)	—			(5		)	(2		)
Reclassified from accumulated other comprehensive loss ¹	1			5			3			7
Other	2			—			2			—
Change	(2		)	5			—			5
Ending Balance	$	(13	)	$	(82	)	$	(13	)	$	(82	)


¹	These items are included in the computation of net periodic pension and PBOP expense. See Note 8 for additional information.

SCE's accumulated other comprehensive loss, net of tax consist of:



	Three months ended June 30,						Six months ended June 30,
(in millions)	2014			2013			2014			2013
Beginning balance	$	(10	)	$	(32	)	$	(11	)	$	(29	)
Pension and PBOP – net loss:
Other comprehensive loss before reclassifications	—			—			—			(4		)
Reclassified from accumulated other comprehensive loss ¹	—			2			1			3
Other	2			—			2			—
Change	2			2			3			(1		)
Ending Balance	$	(8	)	$	(30	)	$	(8	)	$	(30	)


¹	These items are included in the computation of net periodic pension and PBOP expense. See Note 8 for additional information.

Note 15. Interest and Other Income and Other Expenses

Interest and other income and other expenses are as follows:



	Three months ended June 30,				Six months ended June 30,
(in millions)	2014		2013		2014		2013
SCE interest and other income:
FERC energy settlements	$	14	$	—	$	14	$	—
Equity allowance for funds used during construction	16		18		31		39
Increase in cash surrender value of life insurance policies and life insurance benefits	12		7		18		14
Interest income	3		4		5		6
Other	1		1		1		2
Total SCE interest and other income	46		30		69		61
Edison International Parent and Other other income	—		4		—		2
Total Edison International interest and other income	$	46	$	34	$	69	$	63
SCE other expenses:
Civic, political and related activities and donations	$	9	$	9	$	13	$	15
Other	6		5		10		6
Total SCE other expenses	15		14		23		21
Edison International Parent and Other other expenses	1		—		—		—
Total Edison International other expenses	$	16	$	14	$	23	$	21

SCE has participated in proceedings seeking recovery of refunds from sellers of electricity and natural gas who manipulated the electric and natural gas markets during the energy crisis in California in 2000 – 2001. SCE is authorized to refund to customers any refunds actually realized by SCE, net of litigation costs and amounts retained by SCE as a shareholder incentive pursuant to an established sharing arrangement. During the second quarter of 2014, four FERC-approved settlement agreements were finalized providing SCE with total refunds of $208 million of which $14 million is subject to the shareholder incentive.

Note 16. Discontinued Operations

EME Chapter 11 Bankruptcy

In December 2012, EME and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

In February 2014, Edison International, EME and the Consenting Noteholders entered into a settlement agreement (the "EME Settlement Agreement") pursuant to which EME amended its Plan of Reorganization to incorporate the terms of the EME Settlement Agreement, including extinguishing all existing claims between EME and Edison International. The Amended Plan of Reorganization, including the EME Settlement Agreement, was completed on April 1, 2014 with the sale of substantially all of EME's assets to NRG Energy, Inc. and the transactions called for in the EME Settlement Agreement.

Under the Amended Plan of Reorganization, EME emerged from bankruptcy free of liabilities but remained an indirect wholly-owned subsidiary of Edison International, which will continue to be consolidated with Edison International for income tax purposes. On April 1, 2014, all of the assets and liabilities of EME that were not otherwise discharged in the bankruptcy or transferred to NRG Energy were transferred to a newly formed trust under the control of EME's existing creditors (the "Reorganization Trust"), except for (a) EME's income tax attributes, which are retained by the Edison International consolidated income tax group; (b) certain tax and pension related liabilities in the approximate amount of $342 million , which have been assumed by Edison International and for substantially all of which Edison International had joint and several responsibility; and (c) EME's indirect interest in Capistrano Wind Partners and a small hydroelectric project.

Edison International has agreed to pay to the Reorganization Trust an amount equal to 50% of EME's federal and California income tax benefits, which were not previously paid to EME under a tax allocation agreement between Edison International and EME that expired on December 31, 2013 ("EME Tax Attributes") and which were initially estimated to be approximately $1.191 billion , subject to an estimate updating procedure set forth in the EME Settlement Agreement. As called for in the EME Settlement Agreement, Edison International made an initial cash payment to the Reorganization Trust of $225 million in April 2014, which represented the first installment due on its 50% share of the EME Tax Attributes. The balance will be paid in two installment payments to be made on September 30, 2015 and 2016, respectively. The amount of the two installment payments with interest of 5% per annum from April 1, 2014 will be fixed once the estimate of the EME Tax Attributes is completed. Based on the initial estimate of the EME Tax Attributes, the two installment payments would be approximately $199 million and $210 million , respectively, including applicable interest. The parties are continuing to follow the procedures set for in the EME Settlement Agreement. Based on completion of the review of information provided on behalf of the Reorganization Trust, Edison International does not expect that the EME Tax Attributes will vary from the initial estimate by more than 10% . The final estimate of the EME Tax Attributes and the two installment payments is expected to be finalized by the fourth quarter of 2014.

Assuming continuation of existing tax law and tax rates, Edison International also anticipates realization of the tax benefits over a period similar to the period for which it pays for them. Extension of bonus depreciation could defer realization of the benefits, and reduction of federal income tax rates could permanently reduce them. Pending the realization of the tax benefits, Edison International will finance the settlement from existing credit lines.

EME and the Reorganization Trust released Edison International and its subsidiaries, officers, directors, and representatives from all claims, except for those deriving from commercial arrangements between SCE and certain EME subsidiaries and for obligations arising under the EME Settlement Agreement. Edison International and its subsidiaries that directly and indirectly own EME provided a similar release to EME and the Reorganization Trust. Under the Amended Plan of Reorganization, Edison International and its subsidiaries are also the beneficiaries of orders of the Bankruptcy Court releasing them from claims of third parties in EME's bankruptcy proceeding. As required in the EME Settlement Agreement, the Reorganization Trust set aside $50 million in escrow to secure its obligations to Edison International, including its obligation to protect against liabilities, if any, not discharged in the bankruptcy for which the Reorganization Trust remains responsible. Such escrowed amount will decline over time to zero on September 30, 2016.

During the second quarter of 2014, Edison International recorded, as part of discontinued operations, $184 million in income related to the estimated impact of the EME Settlement Agreement.

Note 17. Supplemental Cash Flows Information

Supplemental cash flows information for continuing operations is:



	Edison International				SCE
	Six months ended June 30,
(in millions)	2014		2013		2014		2013
Cash payments for interest and taxes:
Interest, net of amounts capitalized	$	226	$	213	$	225	$	205
Tax payments, net	189		26		14		17
Non-cash financing and investing activities:
Dividends declared but not paid:
Common stock	$	116	$	110	$	126	$	—
Preferred and preference stock	18		29		18		29

SCE's accrued capital expenditures at June 30, 2014 and 2013 were $451 million and $515 million , respectively. Accrued capital expenditures will be included as an investing activity in the consolidated statements of cash flow in the period paid.

ITEM 1A. RISK FACTORS

Prolonged drought conditions in California increase the risk of severe wildfire events and could create local transmission constraints that could materially affect SCE .

The entire state of California has been declared to be in a state of severe drought, with many areas of the state (including some within SCE's service territory) in even more worse conditions, from extreme to exceptional. These drought conditions increase the risk of severe wildfire events in SCE's territory that could damage the electric infrastructure necessary to deliver power to SCE's customers and affect reliability. These events can lead to lost revenues and increased expenses, including higher maintenance and repair costs. They can also result in regulatory penalties and disallowances, particularly if SCE encounters difficulties in restoring power to its customers. The drought conditions may also affect the amount of power available from SCE's hydroelectric generation facilities, which could create local transmission constraints and affect reliability in certain areas.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Edison International's and SCE's current expectations and projections about future events based on Edison International's and SCE's knowledge of present facts and circumstances and assumptions about future events and include any statement that does not directly relate to a historical or current fact. Other information distributed by Edison International and SCE that is incorporated in this report, or that refers to or incorporates this report, may also contain forward-looking statements. In this report and elsewhere, the words "expects," "believes," "anticipates," "estimates," "projects," "intends," "plans," "probable," "may," "will," "could," "would," "should," and variations of such words and similar expressions, or discussions of strategy or of plans, are intended to identify forward-looking statements. Such statements necessarily involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Some of the risks, uncertainties and other important factors that could cause results to differ from those currently expected, or that otherwise could impact Edison International and SCE, include, but are not limited to the:


•	ability of SCE to recover its costs in a timely manner from its customers through regulated rates, including regulatory assets related to San Onofre and undercollection of fuel and purchased power costs;


•	decisions and other actions by the CPUC, the FERC, the NRC and other regulatory authorities and delays in regulatory actions;


•	ability of Edison International or its subsidiaries to borrow funds and access the capital markets on reasonable terms;


•	possible customer bypass or departure due to technological advancements, federal and state subsidies, or cumulative rate impacts that make self-generation or use of alternative energy sources economically viable;

•

risks inherent in the construction of transmission and distribution infrastructure replacement and expansion projects, including those related to project site identification, public opposition, environmental mitigation, construction, permitting, power curtailment costs (payments due under power contracts in the event there is insufficient transmission to enable the acceptance of power delivery), and governmental approvals;


•	risks associated with the operation of transmission and distribution assets and power generating facilities including: public safety issues, failure, availability, efficiency, and output of equipment and availability and cost of spare parts;


•	risks associated with the retirement and decommissioning of nuclear generating facilities;


•	physical security of SCE's critical assets and personnel and the cyber security of SCE's critical information technology systems for grid control, and business and customer data;


•	cost and availability of electricity, including the ability to procure sufficient resources to meet expected customer needs in the event of power plant outages or significant counterparty defaults under power-purchase agreements;


•	environmental laws and regulations, at both the state and federal levels, or changes in the application of those laws, that could require additional expenditures or otherwise affect the cost and manner of doing business;


•	risk that the costs incurred in connection with San Onofre may not be recoverable from SCE's supplier or insurance coverage;


•	changes in the fair value of investments and other assets;


•	changes in interest rates and rates of inflation, including escalation rates, which may be adjusted by public utility regulators;


•	governmental, statutory, regulatory or administrative changes or initiatives affecting the electricity industry, including the market structure rules applicable to each market and price mitigation strategies adopted by the California Independent System Operator, Regional Transmission Organizations, and adjoining regions;


•	availability and creditworthiness of counterparties and the resulting effects on liquidity in the power and fuel markets and/or the ability of counterparties to pay amounts owed in excess of collateral provided in support of their obligations;


•	cost and availability of labor, equipment and materials;


•	ability to obtain sufficient insurance, including insurance relating to SCE's nuclear facilities and wildfire-related liability, and to recover the costs of such insurance or in the absence of insurance the ability to recover uninsured losses;


•	effects of legal proceedings, changes in or interpretations of tax laws, rates or policies;


•	potential for penalties or disallowances caused by non-compliance with applicable laws and regulations;


•	cost and availability of fuel for generating facilities and related transportation to the extent not recovered through regulated rate cost escalation provisions or balancing accounts;


•	extent of technological change in the generation, storage, transmission, distribution and use of electricity;


•	cost and availability of emission credits or allowances for emission credits;


•	risk that competing transmission systems will be built by merchant transmission providers in SCE's service area; and


•	weather conditions and natural disasters.

Additional information about risks and uncertainties, including more detail about the factors described above, is contained throughout this MD&A and in Edison International's and SCE's combined 2013 Form 10-K, including the "Risk Factors" section in Part I, Item 1A. Readers are urged to read this entire report, including the information incorporated by reference, as well as the 2013 Form 10-K, and carefully consider the risks, uncertainties and other factors that affect Edison International's and SCE's businesses. Forward-looking statements speak only as of the date they are made and neither Edison International nor SCE are obligated to publicly update or revise forward-looking statements. Readers should review future reports filed by Edison International and SCE with the SEC.

The MD&A for the six months ended June 30, 2014 discusses material changes in the consolidated financial condition, results of operations and other developments of Edison International and SCE since December 31, 2013, and as compared to the six months ended June 30, 2013. This discussion presumes that the reader has read or has access to Edison International's and SCE's MD&A for the calendar year 2013 (the "year-ended 2013 MD&A"), which was included in the 2013 Form 10-K.

Except when otherwise stated, references to each of Edison International, SCE, EMG, EME or Edison Capital mean each such company with its subsidiaries on a consolidated basis. References to "Edison International Parent and Other" mean Edison International Parent and its consolidated non-utility subsidiaries.

MANAGEMENT OVERVIEW

Highlights of Operating Results

Edison International is the parent holding company of SCE. SCE is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity. Edison International is also the parent company of subsidiaries that are engaged in competitive businesses related to the generation or use of electricity. Such competitive business activities are currently not material to report as a separate business segment. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to Edison International Parent and Other refer to Edison International Parent and its nonutility subsidiaries. Unless otherwise described, all of the information contained in this report relates to both filers.



	Three months ended June 30,								Six months ended June 30,
(in millions)	2014			2013			Change		2014			2013			Change
Net income (loss) attributable to Edison International
Continuing operations
SCE	$	362		$	(91	)	$	453	$	570		$	165		$	405
Edison International Parent and Other	(10		)	(15		)	5		(20		)	(13		)	(7		)
Discontinued operations	184			12			172		162			24			138
Edison International	536			(94		)	630		712			176			536
Less: Non-core items
SCE	—			(365		)	365		(96		)	(365		)	269
Edison International Parent and Other	—			—			—		—			7			(7		)
Discontinued operations	184			12			172		162			24			138
Total non-core items	184			(353		)	537		66			(334		)	400
Core earnings (losses)
SCE	362			274			88		666			530			136
Edison International Parent and Other	(10		)	(15		)	5		(20		)	(20		)	—
Edison International	$	352		$	259		$	93	$	646		$	510		$	136

Edison International's earnings are prepared in accordance with GAAP used in the United States. Management uses core earnings internally for financial planning and for analysis of performance. Core earnings (losses) are also used when communicating with investors and analysts regarding Edison International's earnings results to facilitate comparisons of the Company's performance from period to period. Core earnings (losses) are a non-GAAP financial measure and may not be comparable to those of other companies. Core earnings (losses) are defined as earnings attributable to Edison International shareholders less income or loss from discontinued operations and income or loss from significant discrete items that management does not consider representative of ongoing earnings, such as: exit activities, including sale of certain assets, and other activities that are no longer continuing; asset impairments and certain tax, regulatory or legal settlements or proceedings.

SCE's second quarter 2014 core earnings increased $88 million from the second quarter of 2013 primarily due to higher authorized revenues from rate base growth, income tax benefits, and other income. During the second quarter of 2014, SCE recorded $29 million of income tax benefits from revisions to liabilities for uncertain tax positions, $11 million from a change in estimate of revenues under its FERC formula rate, and benefits of $9 million related to FERC energy settlements. See "Notes to Consolidated Financial Statements—Note 15. Interest and Other Income and Other Expenses." During the second quarter of 2014 and 2013, SCE incurred severance costs (after-tax) related to workforce reductions of $4 million and $17 million, respectively.

Edison International Parent and Other's second quarter core losses decreased $5 million primarily due to consolidated state income tax benefits.

SCE's core earnings for the six months ended June 30, 2014 increased $136 million from the six months ended June 30, 2013 primarily due to higher authorized revenues from rate base growth, income tax benefits, lower operation and maintenance expenses and other income. During the six months ended June 30, 2014, SCE recorded $29 million of income tax and $20 million of other benefits described under the quarter results above. During the six months ended June 30, 2014 and 2013, SCE incurred severance costs (after-tax) related to workforce reductions of $5 million and $26 million, respectively.

Edison International Parent and Other's core losses for the six month periods ended June 30, 2014 and 2013 were about the same with tax benefits related to consolidated state income taxes offset by higher corporate and new business expenses.

Consolidated non-core items for 2014 and 2013 for SCE and Edison International included:

•

Impairment and other charges of $231 million ($96 million after-tax) in the first quarter of 2014 related to the San Onofre OII Settlement Agreement (as defined below) and $575 million ( $365 million after-tax) in the second quarter of 2013 related to the permanent retirement of San Onofre Units 2 and 3. These charges result in a total impact of the San Onofre OII settlement estimated to be $806 million (approximately $461 million after-tax). Assuming the San Onofre OII Settlement Agreement is approved, SCE does not expect implementation of rate recoveries and rate refunds contemplated by the San Onofre OII Settlement Agreement to have a material impact on future net income. Such amounts do not reflect any recoveries from third parties by SCE. For further information, see "—San Onofre Issues" and "Notes to Consolidated Financial Statements—Note 9. San Onofre Issues—Accounting and Financial Impact."

•

Income of $184 million during the second quarter of 2014 related to the estimated impact of the transactions called for in the EME Settlement Agreement (as defined below). The EME Amended Plan of Reorganization, including the EME Settlement Agreement, was completed on April 1, 2014 with the sale of substantially all of EME's assets to NRG Energy, Inc. In addition, Edison International recorded an income tax loss of $22 million for the first quarter of 2014 compared to a benefit of $12 million and $24 million for the three- and six-month periods in 2013 from revised estimates of the tax impact of a tax deconsolidation of EME from Edison International. Edison International continues to consolidate EME for federal and certain combined state tax returns. For further information, see "—EME Chapter 11 Bankruptcy."

•

An income tax benefit of $7 million in the first quarter of 2013 from reduction in state income taxes related to the sale of Edison Capital's interest in Unit No. 2 of the Beaver Valley Power plant. The sale of Edison Capital's lease interest was completed in 2012, however, the final determination of state income taxes paid was not completed until the first quarter of 2013 which resulted in a change in the estimate of state income taxes due.

San Onofre Issues

As discussed in the 2013 Form 10-K, replacement steam generators were installed at San Onofre in 2010 and 2011. On January 31, 2012, a water leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and subsequent inspections revealed excessive tube to tube wear. At the time, Unit 2 was off-line for a planned outage when areas of unexpected tube to support structure wear were found. Later, evidence of tube to tube wear in Unit 2 was also discovered. On June 6, 2013, SCE decided to permanently retire Units 2 and 3.

CPUC Proceedings and Proposed Settlement

In October 2012 the CPUC issued an Order Instituting Investigation ("OII") that consolidated all San Onofre issues in related CPUC regulatory proceedings to consider appropriate cost recovery for all San Onofre costs, including among other costs, the cost of the steam generator replacement project, substitute market power costs, capital expenditures, and operation and maintenance costs.

On March 27, 2014, SCE entered into a Settlement Agreement (the "San Onofre OII Settlement Agreement") with The Utility Reform Network ("TURN"), the CPUC's Office of Ratepayer Advocates ("ORA") and SDG&E, which was later joined by the Coalition of California Utility Employees ("CUE") and Friends of the Earth ("FOE") (together, the "Settling Parties"). If implemented, the San Onofre OII Settlement Agreement will constitute a complete and final resolution of the CPUC's OII and related proceedings regarding the Steam Generator Replacement Project ("SGRP") at San Onofre and the related outage and subsequent shutdown of San Onofre. The San Onofre OII Settlement Agreement does not affect proceedings before the NRC or proceedings related to recoveries from third parties described below, but does describe how shareholders and customers will share any potential recoveries. Implementation of the San Onofre OII Settlement Agreement is subject to the approval of the CPUC. The parties to the San Onofre OII Settlement Agreement have agreed to exercise their best efforts to obtain CPUC approval. The San Onofre OII Settlement Agreement is subject to termination by any of the Settling Parties if the CPUC has not approved it within six months of submission, but there can be no certainty of when or what the CPUC will actually decide.

For further information regarding the San Onofre OII Settlement Agreement's treatment of disallowances, refunds and rate recoveries, the accounting impact thereof, and the current status of CPUC proceedings related to the San Onofre OII Settlement Agreement, see "Notes to Consolidated Financial Statements—Note 9. San Onofre Issues" and "—Highlights of Operating Results." As indicated in Note 9 and "—Highlights of Operating Results," SCE has recorded the effects of the San Onofre OII Settlement Agreement assuming it is approved. Accordingly, if the San Onofre OII Settlement Agreement is approved, SCE does not expect implementation of rate recoveries and rate refunds contemplated by the San Onofre OII Settlement Agreement will have a material impact on future net income. Such amounts do not reflect any recoveries from third parties by SCE.

Third-Party Recoveries

As discussed in the 2013 Form 10-K, San Onofre carries accidental property damage and carried accidental outage insurance issued by Nuclear Electric Insurance Limited ("NEIL") and has placed NEIL on notice of claims under both policies. The NEIL policies have a number of exclusions and limitations that NEIL may assert reduce or eliminate coverage, and SCE may choose to challenge NEIL's application of any such exclusions and limitations. The estimated total claims under the accidental outage insurance through February 22, 2014 are approximately $414 million (SCE's share of which is approximately $325 million). Accidental outage policy benefits are reduced by 90% for the periods following announcement of the permanent retirement of the Units. The accidental outage insurance at San Onofre has been canceled prospectively as a result of the permanent retirement. SCE has not submitted a proof of loss under the accidental property damage insurance. It is possible that the NEIL Board of Directors will make a coverage determination by the end of the third quarter of 2014, but it may take longer. SCE may challenge any reduction or denial of coverage. No amounts have been recognized in SCE's financial statements, pending NEIL's response.

Under the San Onofre OII Settlement Agreement, recoveries from NEIL, if any, will first be applied on and after December 31, 2014 to reimburse costs incurred in pursuing such recoveries, including litigation costs. To the extent SCE's share of recoveries from NEIL exceeds such costs, recoveries will be allocated 82.5% to ratepayers and 17.5% to SCE. SCE ratepayers' portion of amounts recovered from NEIL would be distributed to SCE ratepayers via a credit to SCE's ERRA account.

SCE is also pursuing claims against Mitsubishi Heavy Industries, Ltd. and related companies ("MHI"), which designed and supplied the RSGs. MHI warranted the RSGs for an initial period of 20 years from acceptance and is contractually obligated to repair or replace defective items with dispatch and to pay specified damages for certain repairs. MHI's liability under the purchase agreement is limited to $138 million and excludes consequential damages, defined to include "the cost of replacement power;" however, limitations in the contract are subject to applicable exceptions both in the contract and under law. SCE has advised MHI that it believes one or more of such exceptions apply and that MHI's liability is not limited to $138 million, and MHI has advised SCE that it disagrees. In October 2013, after a prescribed 90-day waiting period from the service of an earlier notice of dispute, SCE sent MHI a formal request for binding arbitration under the auspices of the International Chamber of Commerce in accordance with the purchase contract seeking damages for all losses. In the request for arbitration, SCE alleges contract and tort claims and seeks at least $4 billion in damages on behalf of itself and its ratepayers and in its capacity as Operating Agent for San Onofre. MHI has denied any liability and has asserted counterclaims for $41 million, for which SCE has denied any liability. Each of the other co-owners filed lawsuits against MHI, alleging claims arising from MHI's supplying the faulty steam generators, which have been stayed pending the arbitration. The other co-owners (SDG&E and Riverside) have been added as additional claimants in the arbitration, with party status.

SCE, on behalf of itself and the other San Onofre co-owners, has submitted seven invoices to MHI totaling $149 million for steam generator repair costs incurred through April 30, 2013. MHI paid the first invoice of $45 million, while reserving its right to challenge it and subsequently rejected a portion of the first invoice and has not paid further invoices, claiming further documentation is required, which SCE disputes. SCE recorded its share of the invoice paid (approximately $35 million) as a reduction of repair and inspection costs in 2012.

Under the San Onofre OII Settlement Agreement, recoveries from MHI (including amounts paid by MHI under the first invoice), if any, will first be applied on and after December 31, 2014 to reimburse costs incurred in pursuing such recoveries, including litigation costs. To the extent SCE's share of recoveries from MHI exceed such costs, they will be allocated between SCE and its ratepayers as follows:


•	85% to SCE and 15% to ratepayers for the first $100 million;


•	66.67% to SCE and 33.33% to ratepayers for the next $800 million; and


•	25% to SCE and 75% to ratepayers for any additional recoveries over $900 million.

The first $282 million of SCE's ratepayers' portion of such recoveries from MHI will be distributed to ratepayers via a credit to a sub-account of SCE's Base Revenue Requirement Balancing Account ("BRRBA"), thus reducing revenue requirements from ratepayers. Amounts in excess of the first $282 million distributable to SCE ratepayers will reduce SCE's regulatory asset represented by the unamortized balance of investment in San Onofre base plant, thereby reducing the revenue requirement needed to amortize such investment. The amortization period, however, will be unaffected. Any additional amounts received after the regulatory asset is recovered will be applied to the BRRBA.

The San Onofre OII Settlement Agreement provides the utilities with the discretion to resolve the NEIL and MHI disputes without CPUC approval or review, but the utilities are obligated to use their best efforts to inform the CPUC of any settlement or other resolution of these disputes to the extent this is possible without compromising any aspect of the resolution. There is no assurance that there will be any recoveries from NEIL or MHI or that if there are recoveries, that they will exceed the costs incurred to pursue them. Were there to be recoveries, SCE cannot speculate when they would be received.

Rate Impacts

To the extent that SCE collects in rates amounts that are in excess of the amounts recoverable under the San Onofre OII Settlement Agreement, such amounts will be credited to SCE's ERRA account, thereby reducing the undercollected balance that would otherwise be subject to rate recovery. SCE estimates that if the settlement had been implemented on June 30, 2014, the refund of revenue related to the SGRP, the refund of the difference between authorized and recorded operation and maintenance expenses for 2013 and the first half of 2014, the refund from the reduction of returns on the balance of its San Onofre investment and the other elements of the settlement would have resulted in a refund to ratepayers of approximately $483 million. SCE's ERRA undercollection at June 30, 2014 was $1.62 billion. See "—ERRA Balancing Account" below for more information.

As a result of the disallowances, refunds and reduced returns contemplated by the San Onofre OII Settlement Agreement, SCE ratepayers will also have a reduction from the current level of authorized revenue set forth in SCE's 2012 General Rate Case. Calculation of the reduction of revenue requirement over any meaningful period of time is subject to a number of estimates and assumptions which may prove to be inaccurate. Subject to such uncertainty, SCE estimates that the present value of the revenue requirement that will be collected in rates under the San Onofre OII Settlement Agreement will be more than $1 billion below the present value (using a 10% discount rate) of the revenue requirement that SCE had been seeking in the OII before the settlement.

Continuing NRC Proceedings

For information on the continuing NRC proceedings, see "Notes to Consolidated Financial Statements—Note 9. San Onofre Issues—Continuing NRC Proceedings."

Decommissioning

As discussed in the 2013 Form 10-K, the decommissioning of a nuclear plant requires the management of three related activities: radiological decommissioning, non-radiological decommissioning and the management of spent nuclear fuel. The decommissioning process may take many years as is expected at San Onofre.

subject to a number of estimates including the cost of burial of nuclear waste, cost of removal of property, site remediation costs as well as a number of other assumptions and estimates, including when the federal government may remove spent fuel canisters from the San Onofre site, as to which there can be no assurance. The cost estimate is subject to change and such changes may be material. SCE's share of the present value of decommissioning costs after escalation and using current discounts rates was $2.9 billion at June 30, 2014. For further information, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Asset Retirement Obligation."

SCE has nuclear decommissioning trust funds for San Onofre Units 2 and 3 of $3.36 billion as of June 30, 2014, which is comprised of annual contributions made through rates and earnings on the trust funds' balances. Other than the use of funds for the planning of radiological decommissioning (up to a maximum of 3% of a generic formula amount under NRC regulations, or $31 million), the CPUC must issue an order granting prior approval for withdrawal of decommissioning trust funds to be used for radiological decommissioning, non-radiological decommissioning and spent fuel management. The CPUC's authority to authorize the use of trust funds for decommissioning activities is provided by the Nuclear Facility Decommissioning Act of 1985. SCE has filed a request with the CPUC to authorize early release of trust funds for costs up to a specified cost cap of $214 million to cover SCE's share of 2013 decommissioning costs. The request also seeks CPUC approval for a process by which SCE will be able to seek the release of trust funds to cover decommissioning costs incurred in 2014 and future periods until the CPUC approves a permanent San Onofre decommissioning plan and cost recovery mechanism.

ERRA Balancing Account

Rates related to fuel and purchased power are set annually based on a forecast of the costs SCE expects to incur in the following year. Actual fuel and power costs that are either greater or less than the forecast are tracked in the ERRA balancing account and collected from or refunded to customers in subsequent periods depending upon whether the balancing account is under collected or over collected. Until November 2013, SCE continued to recover in rates amounts that had been authorized in the 2012 ERRA proceeding and which were significantly below the costs actually incurred, resulting in a significant undercollection in the balancing account. In October 2013, the CPUC issued a decision on SCE's 2013 ERRA forecast that approved a portion of SCE's 2013 ERRA forecast and allowed SCE to increase rates by approximately $160 million. Under this decision, SCE was required to defer collection of its San Onofre-related replacement power costs that exceeded those estimated in the 2013 ERRA forecast filing pending the review of such costs in the San Onofre OII proceeding.

In May 2014, the CPUC issued a final decision in the 2014 ERRA forecast proceeding that adopted SCE's requested increase of $1.12 billion and deferred collection of $467 million of San Onofre-related replacement power costs incurred through 2013 until resolution of such costs in the San Onofre OII proceeding consistent with the CPUC decision in the 2013 ERRA forecast proceeding. SCE implemented a rate increase from the 2014 forecast proceeding consistent with the final decision, effective June 1, 2014.

In June 2014, SCE filed its 2015 ERRA forecast application, requesting an annual revenue requirement, beginning on January 1, 2015, of $5.62 billion (assuming the San Onofre OII Settlement Agreement is approved by the CPUC in 2014) or, alternatively, $6.41 billion (assuming the San Onofre OII Settlement Agreement is not approved by the CPUC or delayed beyond 2014).

As of June 30, 2014, SCE's fuel and power procurement-related costs were undercollected by $1.62 billion. Fuel and power procurement costs during 2014 are currently forecasted to exceed the amounts requested in the 2014 ERRA proceeding primarily due to higher natural gas and power prices. Actual natural gas and power costs may vary from the forecast. In addition to the implementation of the 2014 ERRA rate increase in June 2014, the ERRA undercollection balance is expected to continue to decrease assuming:


•	approval of the application of refunds provided for in the San Onofre OII Settlement Agreement, including refunds related to the SGRP and authorized revenue in excess of SCE cost of service during 2013 and 2014 as discussed above under the heading "—San Onofre Issues;"


•	approval of SCE's request to classify the majority of costs incurred at San Onofre since June 7, 2013 as decommissioning costs and reimbursement from SCE's nuclear decommissioning trust; and


•	approval of SCE's 2015 ERRA forecast application in 2014.

These decreases may be partially offset by higher than forecasted natural gas and power prices. SCE may finance unrecovered power procurement-related costs with commercial paper or other borrowing, subject to availability in the capital markets. Delays in approval of rate increases to recover undercollection of fuel and purchase power costs would adversely impact SCE's liquidity.

2015 General Rate Case

As discussed in the year-ended 2013 MD&A, in November 2013, SCE filed its 2015 GRC application requesting a 2015 base rate revenue requirement of $6.462 billion, which was subsequently reduced in April 2014 to $5.860 billion to remove costs related to Four Corners and San Onofre, as directed by the ALJs assigned to the case. SCE's revised request would be a $227 million increase over currently authorized base rate revenue. The application also proposed post-test year increases in 2016 and 2017 of $321 million and $330 million, respectively. On July 3, 2014, SCE submitted supplemental testimony, as requested by an Assigned Commissioner Ruling, that provided specific information on how mitigation of safety- and reliability-related risks were taken into account in SCE's 2015 GRC application. Evidentiary hearings on SCE's 2015 GRC are tentatively scheduled to take place in the fall of 2014. This request for supplemental testimony is expected to delay a final 2015 GRC decision until beyond 2014, although consistent with historical CPUC practice, SCE expects that a final decision will be retroactively effective as of January 1, 2015. SCE cannot predict the revenue requirement the CPUC will ultimately authorize or when a final decision will be adopted.

Capital Program

During the first six months of 2014, SCE's capital program continued to emphasize projects for maintaining reliability and expanding the capability of SCE's transmission and distribution system; upgrading and constructing new transmission lines and substations for system reliability and increased access to renewable energy; and maintaining performance of SCE's natural gas, and hydro-electric generating plants. Total capital expenditures (including accruals) were $1.6 billion for the first six months of 2014 and 2013.

SCE continues to project that 2014 capital expenditures will be in the range of $3.6 billion to $4.1 billion. SCE forecasts capital expenditures in the range of $15.1 billion to $17.2 billion for 2014 – 2017. Actual capital spending will be affected by: changes in regulatory, environmental and engineering design requirements; permitting and project delays; cost and availability of labor, equipment and materials; and other factors.

EME Chapter 11 Bankruptcy

As discussed in the 2013 Form 10-K, in December 2012, EME and certain of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

Under the Amended Plan of Reorganization, EME emerged from bankruptcy free of liabilities but remained an indirect wholly-owned subsidiary of Edison International, which will continue to be consolidated with Edison International for income tax purposes. On April 1, 2014, all of the assets and liabilities of EME that were not otherwise discharged in the bankruptcy or transferred to NRG Energy were transferred to a newly formed trust under the control of EME's existing creditors (the "Reorganization Trust"), except for (a) EME's income tax attributes ("EME Tax Attributes"), which are retained by the Edison International consolidated income tax group; (b) certain tax and pension related liabilities in the approximate amount of $342 million, which have been assumed by Edison International and for substantially all of which Edison International had joint and several responsibility; and (c) EME's indirect interest in Capistrano Wind Partners and a small hydroelectric project.

As called for in the EME Settlement Agreement, Edison International made an initial cash payment to the Reorganization Trust of $225 million in April 2014, which represented the first installment due on its 50% share of the EME Tax Attributes that were initially estimated to be approximately $1.191 billion. The balance due under the EME Settlement Agreement will be paid in two installment payments to be made on September 30, 2015 and 2016, respectively. The amount of the two installment payments with interest of 5% per annum from April 1, 2014 will be fixed once the estimate of the EME Tax Attributes is completed. Based on the initial estimate of the EME Tax Attributes, the two installment payments would be approximately $199 million and $210 million, respectively, including applicable interest. The parties are continuing to follow the procedures set for in the EME Settlement Agreement. Based on completion of the review of information provided on behalf of the Reorganization Trust, Edison International does not expect that the EME Tax Attributes will vary from the initial estimate by more than 10%. The final estimate of the EME Tax Attributes and the two installment payments is expected to be finalized by the fourth quarter of 2014.

During the second quarter of 2014, Edison International recorded, as part of discontinued operations, $184 million in income related to the estimated impact of the EME Settlement Agreement.

RESULTS OF OPERATIONS

Southern California Edison Company

SCE's results of operations are derived mainly through two sources:

•

Utility earning activities – representing revenue authorized by the CPUC and FERC which is intended to provide SCE a reasonable opportunity to recover its costs and earn a return on its net investment in generation, transmission and distribution assets. The annual revenue requirements are comprised of authorized operation and maintenance costs, depreciation, taxes and a return consistent with the capital structure. Also, included in utility earnings activities are revenue or penalties related to incentive mechanisms, other operating revenue, and regulatory charges or disallowances, if any.

•

Utility cost-recovery activities – representing CPUC- and FERC-authorized balancing accounts which allow for recovery of specific project or program costs, subject to reasonableness review or compliance with upfront standards. Utility cost-recovery activities include rates which provide recovery, subject to reasonableness review of, among other things, fuel costs, purchased power costs, public purpose related-program costs (including energy efficiency and demand-side management programs), certain operation and maintenance expenses and nuclear decommissioning expenses.

The following table is a summary of SCE's results of operations for the periods indicated. The presentation below separately identifies utility earning activities and utility cost-recovery activities.

Three months ended June 30, 2014 versus June 30, 2013



	Three months ended June 30, 2014									Three months ended June 30, 2013
(in millions)	Utility Earning Activities			Utility Cost- Recovery Activities			Total Consolidated			Utility Earning Activities			Utility Cost- Recovery Activities		Total Consolidated
Operating revenue	$	1,588		$	1,426		$	3,014		$	1,617		$	1,428	$	3,045
Fuel and purchased power	—			1,239			1,239			—			1,157		1,157
Operation and maintenance	513			184			697			608			271		879
Depreciation, decommissioning and amortization	414			—			414			417			—		417
Property and other taxes	71			—			71			72			—		72
Impairment and other charges	—			—			—			575			—		575
Total operating expenses	998			1,423			2,421			1,672			1,428		3,100
Operating income	590			3			593			(55		)	—		(55		)
Interest income and other	31			—			31			16			—		16
Interest expense	(131		)	(3		)	(134		)	(127		)	—		(127		)
Income (loss) before income taxes	490			—			490			(166		)	—		(166		)
Income tax expense (benefit)	98			—			98			(99		)	—		(99		)
Net income (loss)	392			—			392			(67		)	—		(67		)
Preferred and preference stock dividend requirements	30			—			30			24			—		24
Net income available for common stock	$	362		$	—		$	362		$	(91	)	$	—	$	(91	)
Core earnings ¹							$	362							$	274
Non-core earnings							—								(365		)
Total SCE GAAP earnings							$	362							$	(91	)


¹	See use of non-GAAP financial measures in "Management Overview—Highlights of Operating Results."

Utility Earning Activities

Utility earning activities were primarily affected by the following:


•	Lower operating revenue of $29 million primarily due to the following:


•	A decrease in San Onofre-related estimated revenue of $118 million, as discussed below.


•	A decrease in Four Corners-related revenue of $34 million due to the sale of SCE's ownership interest in the Four Corners Generating Station in December 2013 (primarily offset in operation and maintenance expense and depreciation expense below).


•	An increase in CPUC-related revenue of $80 million primarily related to the increase in authorized revenue to support rate base growth.


•	An increase in FERC-related revenue of $45 million primarily related to rate base growth and higher operating costs, as well as $19 million of additional revenue recorded from a change in estimate under the FERC formula rate mechanism.


•	Lower operation and maintenance expense of $95 million primarily due to:


•	A decrease in San Onofre-related expense of $100 million discussed below and Four Corners-related expense of $17 million.


•	A decrease in severance costs of $6 million (excluding San Onofre).


•	An increase of $30 million of higher operating costs related to transmission and distribution, safety, legal and insurance costs.


•	Lower depreciation, decommissioning and amortization expense of $3 million primarily due to a decrease in San Onofre-related expense of $34 million discussed below, and Four Corners-related expense of $10 million, partially offset by a $41 million increase in depreciation primarily related to transmission and distribution investments.


•	Higher interest income and other of $15 million primarily due to $14 million in FERC energy settlements and $5 million in insurance benefits, partially offset by lower AFUDC equity income due to lower AFUDC rates and lower construction work in progress balances in 2014. See "Notes to Consolidated Financial Statements—Note 15. Interest and Other Income and Other Expenses."


•	Higher interest expense of $4 million primarily due to lower capitalized interest (AFUDC debt).


•	Higher income taxes of $197 million primarily due to higher pre-tax income, partially offset by a $29 million income tax benefits from revisions to liabilities for uncertain tax positions. See "—Income Taxes" below for more information.

On June 6, 2013, SCE decided to permanently retire San Onofre Units 2 and 3. On March 27, 2014, SCE entered into the San Onofre OII Settlement Agreement to resolve CPUC regulatory issues associated with San Onofre and the failure of its replacement steam generators. See "Management Overview—San Onofre Issues" above for more information. The following table summarizes the results of operations attributable to the San Onofre plant for the three- and six-month periods ended June 30, 2014 and 2013, respectively:



	Three months ended June 30,							Six months ended June 30,
(in millions)	2014			2013				2014				2013
Revenue	$	19		$	137			$	50			$	250
Operating expenses
Operation and maintenance	15			115			¹	41				184			¹
Depreciation and amortization	—			34				—				69
Property and other taxes	1		²	6				6			²	12
Impairment and other charges	—			575				231				575
AFUDC	—			(3		)		—				(6		)
Total operating expenses	16			727				278				834
Income (loss) before taxes	$	3		$	(590	)		$	(228	)		$	(584	)


¹	Includes severance costs of $79 million for the three- and six-month periods ended June 30, 2013.


²	Includes a property tax refund of $5 million related to replacement steam generators reflected in the three- and six-month periods ended June 30, 2014.

Utility Cost-Recovery Activities

Utility cost-recovery activities were primarily affected by the following:

•

Higher fuel and purchased power expense of $82 million was primarily driven by an increased load related to warmer weather experienced in 2014 relative to 2013 and higher power and gas prices experienced in 2014 relative to 2013, partially offset by lower realized losses on economic hedging activities ( $4 million in 2014 compared to $7 million in 2013), lower fuel expense in 2014 due to the sale of Four Corners in December 2013 and FERC energy settlements refunded to customers (see "Notes to Consolidated Financial Statements—Note 15. Interest and Other Income and Other Expenses" for more information). In addition, during the second quarter of 2014, the CAISO issued invoices implementing a FERC order which revised FERC tariffs for costs associated with scheduling coordinator activities. The order and revised invoices reflect a shift in responsibility from transmission activities charged to all ISO participating transmission customers to generation activities charged to load customers. The impact of implementing the order and revised invoices resulted in a transmission refund of $106 million reflected in operation and maintenance expense and a generation surcharge of $83 million reflected in purchased power expense. These transactions did not impact earnings as the net refund was provided to ratepayers through a FERC balancing account mechanism.


•	Lower operation and maintenance expense of $87 million primarily due to the CAISO refund of $106 million mentioned above and lower costs for the GHG cap-and-trade program related to utility owned generation, partially offset by higher transmission access charges.

Six months ended June 30, 2014 versus June 30, 2013



	Six months ended June 30, 2014									Six months ended June 30, 2013
(in millions)	Utility Earning Activities			Utility Cost- Recovery Activities			Total Consolidated			Utility Earning Activities			Utility Cost- Recovery Activities		Total Consolidated
Operating revenue	$	3,139		$	2,799		$	5,938		$	3,167		$	2,507	$	5,674
Fuel and purchased power	—			2,382			2,382			—			2,009		2,009
Operation and maintenance	995			415			1,410			1,167			498		1,665
Depreciation, decommissioning and amortization	824			—			824			832			—		832
Property and other taxes	156			—			156			151			—		151
Impairment and other charges	231			—			231			575			—		575
Total operating expenses	2,206			2,797			5,003			2,725			2,507		5,232
Operating income	933			2			935			442			—		442
Interest income and other	45			1			46			40			—		40
Interest expense	(266		)	(3		)	(269		)	(253		)	—		(253		)
Income before income taxes	712			—			712			229			—		229
Income tax expense	86			—			86			13			—		13
Net income	626			—			626			216			—		216
Preferred and preference stock dividend requirements	56			—			56			51			—		51
Net income available for common stock	$	570		$	—		$	570		$	165		$	—	$	165
Core earnings ¹							$	666							$	530
Non-core earnings							(96		)						(365		)
Total SCE GAAP earnings							$	570							$	165


¹	See use of non-GAAP financial measures in "Management Overview—Highlights of Operating Results."

Utility Earning Activities

Utility earning activities were primarily affected by the following:


•	Lower operating revenue of $28 million primarily due to the following:


•	A decrease in San Onofre-related estimated revenue of $200 million, as discussed above.


•	A decrease in Four Corners-related revenue of $55 million due to the sale of SCE's ownership interest in the Four Corners Generating Station in December 2013 (primarily offset in operation and maintenance expense and depreciation expense below).


•	An increase in CPUC-related revenue of $155 million primarily related to the increase in authorized revenue to support rate base growth.


•	An increase in FERC-related revenue of $70 million primarily related to rate base growth and higher operating costs, as well as $19 million of additional revenue from a change in estimate under the FERC formula rate mechanism.


•	Lower operation and maintenance expense of $172 million primarily due to:


•	A decrease in San Onofre-related expense of $143 million discussed above and Four Corners-related expense of $30 million.


•	A decrease in severance costs of $22 million (excluding San Onofre) and lower planned outage costs of $10 million at Mountainview.


•	An increase of $40 million of higher operating costs primarily related to transmission and distribution, legal, safety and insurance costs.


•	Lower depreciation, decommissioning and amortization expense of $8 million primarily due to a decrease in San Onofre-related expense of $69 million discussed above, and Four Corners-related expense of $20 million, partially offset by a $81 million increase in depreciation primarily related to transmission and distribution investments.

•

Higher interest income and other of $5 million primarily due to $14 million in FERC energy settlements and $5 million in insurance benefits, offset by lower AFUDC equity income related to lower AFUDC rates and lower construction work in progress balances in 2014, including SCE no longer accruing AFUDC on construction work in progress balances for San Onofre, pending the outcome of the San Onofre OII, and higher other expenses. See "Notes to Consolidated Financial Statements—Note 15. Interest and Other Income and Other Expenses."


•	Higher interest expense of $13 million primarily due to lower capitalized interest (AFUDC debt) and higher balances on long-term debt to support rate base growth.


•	Higher income taxes of $73 million primarily due to higher pre-tax income, partially offset by a $29 million income tax benefits from revisions to liabilities for uncertain tax positions and income tax benefits related to repair deductions and the San Onofre Agreements discussed below. See "—Income Taxes" below for more information.

Utility Cost-Recovery Activities

Utility cost-recovery activities were primarily affected by the following:

•

Higher fuel and purchased power expense of $373 million was primarily driven by an increased load related to warmer weather experienced in 2014 relative to 2013, higher power and gas prices experienced in 2014 relative to 2013 and higher realized losses on economic hedging activities ( $41 million in 2014 compared to $23 million in 2013), partially offset by lower fuel expense in 2014 due to the sale of Four Corners in December 2013 and FERC energy settlements refunded to customers (see "Notes to Consolidated Financial Statements—Note 15. Interest and Other Income and Other Expenses" for more information). In addition, as discussed above, the CAISO issued invoices implementing a FERC order which revised FERC tariffs for costs associated with scheduling coordinator activities. The impact of implementing the order and revised invoices resulted in a transmission refund of $106 million reflected in operation and maintenance expense and a generation surcharge of $83 million reflected in purchased power expense. These transactions did not impact earnings as the net refund was provided to ratepayers through a FERC balancing account mechanism.


•	Lower operation and maintenance of $83 million primarily due to the CAISO refund of $106 million mentioned above and lower costs for the GHG cap-and-trade program related to utility owned generation, partially offset by higher transmission access charges.

Supplemental Operating Revenue Information

SCE's retail billed and unbilled revenue (excluding wholesale sales and balancing account overcollections/undercollections) was $2.9 billion for both the three months ended June 30, 2014 and 2013 and $5.2 billion for both the six months ended June 30, 2014 and 2013. The revenue reflects:


•	Retail billed revenue reflects a slight sales volume increase for the three months ended June 30, 2014 due to higher load requirements related to warmer weather experienced in the second quarter of 2014 compared to the same period last year.


•	A rate decrease for the six months ended June 30, 2014 due to the greenhouse gas auction revenue and base rate differences refunded to customers in April 2014, partially offset by the implementation of the 2014 ERRA rate increase in June 2014.

As a result of the CPUC-authorized decoupling mechanism, SCE earnings are not affected by changes in retail electricity sales (see "Item 1. Business—Overview of Ratemaking Process" in the 2013 Form 10-K).

Income Taxes

SCE's income tax provision increased by $73 million during the first six months of 2014 compared to same period in 2013. The effective tax rates were 12.1% and 5.7% for the six months ended June 30, 2014 and 2013, respectively. The effective tax rate increase in 2014 was primarily due to higher pre-tax income, partially offset by income tax benefits related to repair deductions and the San Onofre OII Settlement Agreement. In addition, in the second quarter of 2014, SCE recorded $29 million of income tax benefits from revisions to liabilities for uncertain tax positions. See "Management Overview—San Onofre Issues" above and "Item 1. Notes to Consolidated Financial Statements—Note 7. Income Taxes" for more information.

The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences, which reverse over time. The accounting treatment for these temporary differences results in recording regulatory assets and liabilities for amounts that would otherwise be recorded to deferred income tax expense.

See "Item 1. Notes to Consolidated Financial Statements—Note 7. Income Taxes" for a reconciliation of the federal statutory rate of 35% to the effective income tax rates.

Edison International Parent and Other

Results of operations for Edison International Parent and Other include amounts from other Edison International subsidiaries that are not significant as a reportable segment, as well as intercompany eliminations.

Income from Discontinued Operations (Net of Tax)

Income from discontinued operations, net of tax, was $184 million and $162 million for the three- and six-month periods in 2014, compared to income of $12 million and $24 million for the respective periods in 2013. The 2014 income was primarily due to the completion of the Amended Plan of Reorganization, including transactions recorded in the second quarter of 2014 associated with the sale of substantially all of EME's assets to NRG Energy, Inc. and other transactions called for in the EME Settlement Agreement. The 2013 income from discontinued operations resulted from revised estimates of the tax impact of expected future deconsolidation and separation of EME from Edison International (see "Notes to Consolidated Financial Statements—Note 16. Discontinued Operations" for further information).

LIQUIDITY AND CAPITAL RESOURCES

Southern California Edison Company

SCE's ability to operate its business, fund capital expenditures, and implement its business strategy is dependent upon its cash flow and access to the capital markets. SCE's overall cash flows fluctuate based on, among other things, its ability to recover its costs in a timely manner from its customers through regulated rates, changes in commodity prices and volumes, collateral requirements, interest obligations and dividend payments to Edison International, and the outcome of tax and regulatory matters.

SCE expects to fund its 2014 obligations, capital expenditures and dividends through operating cash flows, and capital market financings of debt and preferred equity, as needed. SCE also has availability under its credit facilities to fund requirements.

Available Liquidity

At June 30, 2014, SCE had a $ 2.75 billion multi-year revolving credit facility. For further details see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements."

SCE's cash flows are affected by regulatory balancing accounts overcollections or undercollections. As of June 30, 2014 and December 31, 2013, SCE had net regulatory balancing account overcollections of $ 48 million and $ 554 million , respectively. The change was primarily due to higher undercollections related to fuel and procurement-related costs. See "Management Overview—ERRA Balancing Account" for further information. SCE may finance unrecovered power procurement-related costs as well as other balancing account undercollections and working capital requirements to support operations and capital expenditures with commercial paper or other borrowings, subject to availability in the capital markets.

Debt Covenant

The debt covenant in SCE's credit facility limits its debt to total capitalization ratio to less than or equal to 0.65 to 1. At June 30, 2014, SCE's debt to total capitalization ratio was 0.46 to 1.

Regulatory Proceedings

FERC Formula Rates

In July 2014, SCE provided its preliminary 2015 annual transmission revenue requirement update to interested parties. The update provided support for an increase in SCE's transmission revenue requirement of $95 million or 11.6% over amounts currently authorized in rates. The primary reason for the increase is the inclusion of costs associated with several large transmission projects that were completed in 2013, including Devers-Colorado River, Eldorado-Ivanpah, and the Red Bluff substation. SCE expects to file its 2015 annual update with the FERC by December 1, 2014 and the proposed rates would be effective from January 1, 2015 to December 31, 2015. SCE filed a request with the FERC to recover $14.5 million in abandoned plant costs incurred as a result of the CPUC's order directing SCE to underground the Chino Hills segment of the Tehachapi transmission project in the 2016 formula rate update.

Dividend Restrictions

The CPUC regulates SCE's capital structure which limits the dividends it may pay Edison International. SCE may make distributions to Edison International as long as the common equity component of SCE's capital structure remains at or above 48% on a 13-month weighted average basis. At June 30, 2014 , SCE's 13-month weighted-average common equity component of total capitalization was 48.5% and the maximum additional dividend that SCE could pay to Edison International under this limitation was approximately $119 million, resulting in a restriction on net assets of approximately $12.58 billion.

SCE paid the $126 million dividend declared in February 2014 to Edison International during the second quarter. In June 2014, SCE declared another $126 million dividend to Edison International which will be paid in the third quarter of 2014. Future dividend amounts and timing of distributions are dependent upon several factors including the level of capital expenditures, operating cash flows and earnings.

Margin and Collateral Deposits

Certain derivative instruments, power procurement contracts and other contractual arrangements contain collateral requirements. Future collateral requirements may differ from the requirements at June 30, 2014 , due to the addition of incremental power and energy procurement contracts with collateral requirements, if any, and the impact of changes in wholesale power and natural gas prices on SCE's contractual obligations.

Some of the power procurement contracts contain provisions that require SCE to maintain an investment grade credit rating from the major credit rating agencies. If SCE's credit rating were to fall below investment grade, SCE may be required to pay the liability or post additional collateral.

The table below provides the amount of collateral posted by SCE to its counterparties as well as the potential collateral that would be required as of June 30, 2014 .



(in millions)
Collateral posted as of June 30, 2014 ¹	$	167
Incremental collateral requirements for power procurement contracts resulting from a potential downgrade of SCE's credit rating to below investment grade	53
Posted and potential collateral requirements ²	$	220


¹	Collateral provided to counterparties and other brokers consisted of $7 million of cash which was offset against net derivative liabilities on the consolidated balance sheets, $7 million of cash reflected in "Other current assets" on the consolidated balance sheets and $153 million in letters of credit and surety bonds.


²	SCE does not project a material increase in the total posted and potential collateral requirements based on SCE's forward positions as of June 30, 2014 due to adverse market price movements over the remaining lives of the existing power procurement contracts using a 95% confidence level.

Edison International Parent and Other

Edison International Parent and Other's liquidity and its ability to pay operating expenses and dividends to common shareholders is dependent on dividends from SCE and access to bank and capital markets.

At June 30, 2014, Edison International Parent had a $ 1.25 billion multi-year revolving credit facility. For further details, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements." Edison International may finance working capital requirements to support operations and capital expenditures with commercial paper or other borrowings, subject to availability in capital markets.

The debt covenant in Edison International Parent's credit facility requires a consolidated debt to total capitalization ratio of less than or equal to 0.65 to 1. At June 30, 2014, Edison International Parent's consolidated debt to total capitalization ratio was 0.49 to 1.

As discussed in "Management Overview—EME Chapter 11 Bankruptcy," Edison International made an initial cash payment to the Reorganization Trust of $225 million in April 2014, which represented the first installment due on its 50% share of the EME tax attributes that were initially estimated to be approximately $1.191 billion. The balance due under the EME Settlement Agreement will be paid in two installment payments to be made on September 30, 2015 and 2016, respectively. The amount of the two installment payments with interest of 5% per annum from April 1, 2014 will be fixed once the estimate of the EME tax attributes is completed. Assuming continuation of existing law and tax rates, Edison International also anticipates realization of the tax benefits over a period similar to the period for which it pays for them. Extension of bonus depreciation could defer realization of the benefits, and reduction of federal income tax rates could permanently reduce them. Pending the realization of the tax benefits, Edison International will finance the settlement from existing credit lines.

Historical Cash Flows

Southern California Edison Company



	Six months ended June 30,
(in millions)	2014			2013
Net cash provided by operating activities	$	1,078		$	1,325
Net cash provided by financing activities	864			704
Net cash used by investing activities	(1,925		)	(2,025		)
Net decrease in cash and cash equivalents	$	17		$	4

Net Cash Provided by Operating Activities

Net cash provided by operating activities decreased $247 million during the first six months of 2014 compared to the same period in 2013 primarily due to the following:


•	$350 million decrease in balancing accounts primarily composed of:


•	$109 million decrease resulting from higher ERRA balancing account undercollections for fuel and power procurement-related costs in 2014 compared to 2013. The change in the ERRA balancing account decreased operating cash flows by $612 million in 2014 compared to a decrease in operating cash flows of $503 million in 2013.


•	$241 million decrease due primarily to increased spending and lower funding of public purpose and energy efficiency programs.


•	higher cash inflow of approximately $200 million due to cash collected in excess of cost of service for San Onofre.


•	higher cash inflow of approximately $131 million due to the increase in pre-tax income, before depreciation and impairment and other charges, primarily driven by the increase in authorized revenue.


•	timing of cash receipts and disbursements related to working capital items. In addition, SCE had workforce reduction severance costs paid of $13 million and $88 million during the first six months of 2014 and 2013, respectively.

Net Cash Provided by Financing Activities

The following table summarizes cash provided (used) by financing activities for the six months ended June 30, 2014 and 2013 . Issuances of debt and preference stock are discussed in "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements—Long-Term Debt" and "—Note 13. Preferred and Preference Stock."



	Six months ended June 30,
(in millions)	2014			2013
Issuances of first and refunding mortgage bonds, net	$	398		$	394
Short-term debt financing, net	410			653
Issuances of preference stock, net	269			387
Payments of common stock dividends to Edison International	(126		)	(240		)
Redemptions of preference stock	—			(400		)
Payments of preferred and preference stock dividends	(54		)	(52		)
Other	(33		)	(38		)
Net cash provided by financing activities	$	864		$	704

Net Cash Used by Investing Activities

Cash flows from investing activities are primarily due to capital expenditures and funding of nuclear decommissioning trusts. Capital expenditures were $ 1.9 billion and $1.8 billion for the six months ended June 30, 2014 and 2013 , respectively, primarily related to transmission, distribution and generation investments. Net purchases of nuclear decommissioning trust investments and other was $83 million and $172 million for the six months ended June 30, 2014 and 2013 , respectively.

Edison International Parent and Other

The table below sets forth condensed historical cash flow from operations for Edison International Parent and Other.



	Six months ended June 30,
(in millions)	2014			2013
Net cash used by operating activities	$	(475	)	$	(64	)
Net cash provided by financing activities	504			42
Net cash used by investing activities	(2		)	(4		)
Net increase (decrease) in cash and cash equivalents	$	27		$	(26	)

Net Cash Used by Operating Activities

Net cash used by operating activities increased $411 million for the first six months of 2014 compared to 2013 due to:


•	$225 million initial cash payment to the Reorganization Trust in April 2014, see, "Management Overview—EME Chapter 11 Bankruptcy," for further information;


•	$189 million deposit made with the IRS related to open tax years 2003 through 2006, see "Notes to Consolidated Financial Statements Note 7—Income Taxes—Tax Disputes." for further information; and


•	the timing of payments and receipts relating to interest, operating costs and income taxes.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the first six months of 2014 were as follows:


•	Paid $231 million of dividends to Edison International common shareholders;


•	Received $126 million of dividend payments from SCE; and


•	Borrowed $632 million of short-term debt (net) to fund interim working capital requirements.

Net cash provided by financing activities for the first six months of 2013 were as follows:


•	Paid $220 million of dividends to Edison International common shareholders;


•	Received $240 million of dividend payments from SCE; and


•	Borrowed $25 million under Edison International Parent's line of credit to fund interim working capital requirements.

Contingencies

SCE has contingencies related to San Onofre, San Gabriel Valley Windstorm Investigation, Four Corners Environmental Matters, Nuclear Insurance, Wildfire Insurance and Spent Nuclear Fuel which are discussed in "Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies."

Environmental Remediation

As of June 30, 2014, SCE had identified 19 material sites for remediation and recorded an estimated minimum liability of $111 million . SCE expects to recover 90% of its remediation costs at certain sites. See "Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies" for further discussion.

MARKET RISK EXPOSURES

Edison International and SCE's primary market risks include fluctuations in interest rates, commodity prices and volumes, and counterparty credit. Fluctuations in interest rates can affect earnings and cash flows. Fluctuations in commodity prices and volumes and counterparty credit losses may temporarily affect cash flows, but are not expected to affect earnings due to expected recovery through regulatory mechanisms. Derivative instruments are used, as appropriate, to manage market risks including market risks of SCE's customers. For a further discussion of market risk exposures, including commodity price risk, credit risk and interest rate risk, see "Notes to Consolidated Financial Statements—Note 6. Derivative Instruments" and "—Note 4. Fair Value Measurements."

Commodity Price Risk

The fair value of outstanding derivative instruments used to mitigate exposure to commodity price risk was a net liability of $885 million and $821 million at June 30, 2014 and December 31, 2013 respectively. For further discussion of fair value measurements and the fair value hierarchy, see "Notes to Consolidated Financial Statements—Note 4. Fair Value Measurements."

Credit Risk

Credit risk exposure from counterparties for power and gas trading activities is measured as the sum of net accounts receivable (accounts receivable less accounts payable) and the current fair value of net derivative assets (derivative assets less derivative liabilities) reflected on the consolidated balance sheets. SCE enters into master agreements which typically provide for a right of setoff. Accordingly, SCE's credit risk exposure from counterparties is based on a net exposure under these arrangements. SCE manages the credit risk on the portfolio for both rated and non-rated counterparties based on credit ratings using published ratings of counterparties and other publicly disclosed information, suc h as financial statements, regulatory filings, and press releases, to guide it in the process of setting credit levels, risk limits and contractual arrangements, including master netting agreements. Exposure excludes amounts related to contracts classified as normal purchases and sales and non-derivative contractual commitments that are not recorded on the consolidated balance sheets, except for any related net accounts receivable. As of June 30, 2014, SCE had a counterparty balance sheet exposure from CAISO of $310 million with an A credit rating by S&P.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

For a complete discussion on Edison International's and SCE's critical accounting policies, see "Critical Accounting Estimates and Policies" in the year-ended 2013 MD&A.

NEW ACCOUNTING GUIDANCE

New accounting guidance is discussed in "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—New Accounting Guidance."

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information responding to Item 3 is included in the MD&A under the heading "Market Risk Exposures" and is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The management of Edison International and SCE, under the supervision and with the participation of Edison International's Chief Executive Officer and Chief Financial Officer and SCE's President and Chief Financial Officer, have evaluated the effectiveness of Edison International's and SCE's disclosure controls and procedures (as that term is defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended), respectively, as of the end of the second quarter of 2014. Based on that evaluation, Edison International's Chief Executive Officer and Chief Financial Officer and SCE's President and Chief Financial Officer have each concluded that, as of the end of the period, Edison International's and SCE's disclosure controls and procedures, respectively, were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in Edison International's or SCE's internal control over financial reporting, respectively, during the second quarter of 2014 that have materially affected, or are reasonably likely to materially affect, Edison International's or SCE's internal control over financial reporting.

Jointly Owned Utility Plant

Edison International's and SCE's respective scope of evaluation of internal control over financial reporting includes their Jointly Owned Utility Projects as discussed in Note 2. Property, Plant and Equipment in the 2013 Form 10-K.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTRED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by Edison International and Affiliated Purchasers

The following table contains information about all purchases of Edison International Common Stock made by or on behalf of Edison International in the second quarter of 2014.



Period	(a) Total Number of Shares (or Units) Purchased ¹	(b) Average Price Paid per Share (or Unit) ¹			(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1, 2014 to April 30, 2014	549,140		$	56.42	—	—
May 1, 2014 to May 31, 2014	322,278		55.53		—	—
June 1, 2014 to June 30, 2014	368,566		56.94		—	—
Total	1,239,984		56.34		—	—

The shares were purchased by agents acting on Edison International's behalf for delivery to plan participants to fulfill requirements in connection with Edison International's: (i) 401(k) Savings Plan; (ii) Dividend Reinvestment and Direct Stock Purchase Plan; and (iii) long-term incentive compensation plans. The shares were purchased in open-market transactions pursuant to plan terms or participant elections. The shares were never registered in Edison International's name and none of the shares purchased were retired as a result of the transactions.

ITEM 6. EXHIBITS



Exhibit Number		Description

3.1		Restated Articles of Incorporation of Southern California Edison Company, effective March 2, 2006, together with all Certificates of Determination of Preferences of all outstanding Preference Stock issued since March 2, 2006

10.1**		Edison International and Southern California Edison Company Director Compensation Schedule, as adopted June 19, 2014

10.2**		Edison International 2008 Director Deferred Compensation Plan, as amended and restated effective June 19, 2014

10.3**		Edison International Director Deferred Compensation Plan as amended effective June 19, 2014

10.4**		Edison International Executive Deferred Compensation Plan, as amended and restated effective June 19, 2014

10.5**		Edison International 2008 Executive Deferred Compensation Plan, as amended and restated effective June 19, 2014

10.6**		Edison International 2008 Executive Retirement Plan, as amended and restated effective June 19, 2014

10.7**		Southern California Edison Company Executive Retirement Plan, as amended effective June 19, 2014

10.8**		Southern California Edison Company Executive Supplemental Benefit Program, as amended June 19, 2014

10.9**		Edison International 2008 Executive Disability Plan, as amended and restated effective June 19, 2014

10.10**		Edison International 2008 Executive Survivor Benefit Plan, as amended and restated effective June 19, 2014

10.11**		Edison International 2008 Executive Severance Plan, as amended and restated effective June 19, 2014

31.1		Certifications of the Chief Executive Officer and Chief Financial Officer of Edison International pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certifications of the Chief Executive Officer and Chief Financial Officer of Southern California Edison Company pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certifications of the Chief Executive Officer and the Chief Financial Officer of Edison International required by Section 906 of the Sarbanes-Oxley Act

32.2		Certifications of the Chief Executive Officer and the Chief Financial Officer of Southern California Edison Company required by Section 906 of the Sarbanes-Oxley Act

101.1		Financial statements from the quarterly report on Form 10-Q of Edison International for the quarter ended June 30, 2014, filed on July 31, 2014, formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements

101.2		Financial statements from the quarterly report on Form 10-Q of Southern California Edison Company for the quarter ended June 30, 2014, filed on July 31, 2014, formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements

________________________________________


*	Incorporated by reference pursuant to Rule 12b-32.


**	Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)3.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.



	EDISON INTERNATIONAL		SOUTHERN CALIFORNIA EDISON COMPANY

By:	/s/ Mark C. Clarke	By:	/s/ Connie J. Erickson

	Mark C. Clarke Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer)		Connie J. Erickson Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer)

Date:	July 31, 2014	Date:	July 31, 2014

Exhibit 3.1

CERTIFICATE OF

RESTATED ARTICLES OF INCORPORATION OF

SOUTHERN CALIFORNIA EDISON COMPANY

The undersigned, ROBERT C. BOADA and BARBARA E. MATHEWS, hereby certify that they are the duly elected and acting Vice President and Treasurer, and Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary, respectively, of SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, and that the Articles of Incorporation of said corporation shall be restated as follows:

“RESTATED ARTICLES OF INCORPORATION OF

SOUTHERN CALIFORNIA EDISON COMPANY

First: The name of the corporation is:

SOUTHERN CALIFORNIA EDISON COMPANY

Second: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

Third: Intentionally omitted. Fourth: Intentionally omitted.

Fifth: SPECIAL VOTING PROVISIONS:

1. The preferred capital stock of the corporation may be increased or diminished at a meeting of the shareholders of said corporation by a vote representing at least two-thirds of the entire subscribed or issued capital stock of the corporation.

2. Whenever six or more quarterly dividends, whether consecutive or not, payable with respect to any one or more series of the Cumulative Preferred Stock, 4.32% Series, 4.08% Series, 4.24% Series or 4.78% Series, of the corporation (such series being hereinafter collectively referred to in this paragraph 2 as “Preferred Stock”), shall be in default, and until all such Preferred Stock dividends then in default shall have been paid or declared and set apart for payment, the holders of Preferred Stock, voting separately as a single class and on the basis of the voting rights set forth in Article Sixth hereof, shall be entitled to elect two (2) directors to the Board of Directors of the corporation, and the holders of all the outstanding shares of the capital stock of the corporation, exercising the voting rights conferred by Article Sixth and by law, shall be entitled to elect the remaining exact number of authorized directors. The special voting power to elect directors conferred by this paragraph 2 upon the holders of Preferred Stock (herein called the “Preferred Stock special voting right”) shall terminate, subject to renewal from time to time upon the same terms and conditions, when all such dividends in default shall have been paid or declared and set apart for payment.

The Preferred Stock special voting right shall vest the day after the corporation defaults in the payment of a dividend on any one or more series or classes of the Preferred Stock which, together with prior continuing and concurrent defaults in the payment of dividends on any one or more series or classes of the Preferred Stock, aggregate six defaults in the quarterly dividend payments on any one or more series or classes of the Preferred Stock. Upon such vesting, the Preferred Stock special voting right may be first exercised at the next scheduled annual meeting of shareholders of the corporation unless the Preferred Stock special voting right vests on a date falling on or after December 31 of any year and on or prior to the scheduled date of the annual meeting next following such December 31, in which case the Preferred Stock special voting right may be first exercised at a special meeting of shareholders of the corporation, which may be held for such purpose upon call and notice as provided in the Bylaws of the corporation then in effect, not earlier than sixty (60) days after the date of such annual meeting. If such special meeting shall not have been called within ten (10) days after personal service or fifteen (15) days after mailing by registered mail within the United States of America, of a request for the holding of such meeting by the record holders of at least 10% of the shares of Preferred Stock then outstanding addressed to the Secretary at the principal executive office of the corporation, then a person designated by the record holders of at least 10% of the shares of Preferred Stock then outstanding may call such meeting at the place and upon the notice provided in the Bylaws, and for that purpose shall have access to the stock records of the corporation.

Except as provided in the next sentence, if the Preferred Stock special voting right shall terminate, the holders of all the outstanding shares of the capital stock of the corporation, exercising the voting rights conferred by Article Sixth and by law, shall be entitled to elect all directors comprising the authorized number of directors. If the Preferred Stock special voting right shall terminate after a date which precedes by ten (10) days the proposed date of mailing of notice of any meeting of shareholders at which said right was to be exercised and before the date of said meeting, no election of directors shall occur at said meeting and the election of directors shall occur thereafter at a special or annual meeting of shareholders which may be held for such purpose upon call (in the case of a special meeting) and notice as provided in the Bylaws of the corporation then in effect within ninety (90) days after the date of such prior special or annual meeting of shareholders; provided, however, that no special meeting of shareholders to elect directors shall be required if such terminated Preferred Stock special voting right has never been exercised.

At any special or annual meeting of shareholders of the corporation at which the Preferred Stock special voting right shall be exercisable, the holders of the Preferred Stock may exercise the right to elect two directors to the Board of Directors prior to the exercise of the right of the holders of all of the outstanding shares of the capital stock of the corporation to elect the remaining members of the Board of Directors. The terms of office of all persons who are directors of the corporation immediately prior to such meeting shall terminate upon the election of their successors. Nothing herein contained shall be construed to be a bar to the reelection of any director at any special or annual meeting of shareholders at which the Preferred Stock special voting right is exercised.

Upon termination of the Preferred Stock special voting right, the term of office of all the directors of the corporation shall terminate upon the election of their successors at a meeting of the shareholders of the corporation then entitled to vote.

Sixth: 1. AUTHORIZED CAPITAL: The corporation is authorized to issue the following designated classes of shares of stock with the following number of shares per class:

(a) Cumulative Preferred Stock --twenty-four million (24,000,000) shares with a par value of $25 per share;

(b) $100 Cumulative Preferred Stock --twelve million (12,000,000) shares with a par value of $100 per share;

(d) Common Stock --five hundred sixty million (560,000,000) shares with no par value.

2. CUMULATIVE PREFERRED STOCK AND $100 CUMULATIVE PREFERRED STOCK: Shares of the Cumulative Preferred Stock may be issued from time to time in one or more series, and shares of the $100 Cumulative Preferred Stock may be issued from time to time in one or more series. Each series of Cumulative Preferred Stock and each series of $100 Cumulative Preferred Stock shall be so designated as to distinguish it from other series of such stock. Such designation may include an appropriate reference to its dividend rate and any other characteristics. The Board of Directors is hereby authorized, within the limitations and restrictions stated in this Article, to fix or alter, from time to time, the dividend rights, dividend rate, conversion rights, voting rights (in addition to the voting rights hereinafter provided), rights and terms of redemption (including sinking fund provisions), the redemption price or prices and/or the liquidation preferences of any wholly unissued series of Cumulative Preferred Stock and of any wholly unissued series of $100 Cumulative Preferred Stock, and to fix the number of shares constituting any unissued series. The term “fixed for such series” and correlative terms shall be deemed to mean as stated in a resolution or resolutions adopted by the Board of Directors in exercise of the authority granted by this paragraph. The term “Board of Directors,” as used in this Article Sixth, shall be deemed to include any duly authorized and functioning committee of the Board of Directors of the corporation, to the extent such committee is permitted to exercise the powers of the Board of Directors under the California General Corporation Law. The number of shares of Cumulative Preferred Stock, 4.78% Series, heretofore fixed by the resolution of the Board of Directors set forth in the Certificate of Determination of Preferences of said 4.78% Series filed in the office of the Secretary of State of the State of California on February 10, 1958, is determined to be 1,296,769. The dividend rate, redemption price, and voluntary liquidation preferences of shares of said 4.78% Series shall be as heretofore fixed by the resolution of the Board of Directors set forth in said Certificate of Determination of Preferences. In addition to any other rights, preferences, privileges and restrictions that the Board of Directors may grant to or impose upon any wholly unissued series of Cumulative Preferred Stock or any wholly unissued series of $100 Cumulative Preferred Stock, all of the holders of shares of Cumulative Preferred Stock and $100 Cumulative Preferred Stock shall be subject to the following rights, preferences, privileges and restrictions:

(a) Dividend Rights : The holders of the Cumulative Preferred Stock of each series and the holders of the $100 Cumulative Preferred Stock of each series, in preference to the holders of the Preference Stock and the Common Stock, shall be entitled to receive, when and as declared by the Board of Directors out of any funds legally available therefor, cash dividends at the rate fixed for such series, and no more, payable quarterly on such dates as may be determined by the Board of Directors with respect to the quarterly period (or, in the case of initial issuance of any shares of any series, with respect to the portion of such period) ending on each such respective payment date. Such dividends with respect to any particular shares of such stock shall be cumulative from the first day of the quarterly period in which such shares were issued or, in the case of initial issuance of any shares of any series, from the date of issuance thereof. No dividend shall be paid upon, or declared or set apart for, any share of Cumulative Preferred Stock or any share of $100 Cumulative Preferred Stock for any current dividend period if dividends on any series of Cumulative Preferred Stock or any series of $100 Cumulative Preferred Stock are accumulated and unpaid for any prior quarterly dividend period, or, in the case of payment of dividend arrearages on Cumulative Preferred Stock or on $100 Cumulative Preferred Stock, unless at the same time a like proportionate dividend for the

same or corresponding dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be paid upon, or declared and set apart for, all shares of Cumulative Preferred Stock and $100 Cumulative Preferred Stock of all series then issued and outstanding and entitled to receive such dividend.

In no event, so long as any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock shall be outstanding, shall any dividend, whether in cash or property, be paid or declared, nor shall any distribution be made, on the Preference Stock or the Common Stock, nor shall any shares of Preference Stock or Common Stock be purchased, redeemed or otherwise acquired for value by the corporation, unless all dividends on the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock of all series for all past quarterly dividend periods shall have been paid or declared and set apart. The foregoing provisions of this subparagraph shall not, however, apply to a dividend payable in Preference Stock or Common Stock or to the acquisition of any shares of Preference Stock or Common Stock in exchange for, or through application of the proceeds of the sale of, any shares of Preference Stock or Common Stock.

(b) Liquidation Rights: In the event of any voluntary liquidation, dissolution or winding up of the affairs of the corporation, then, before any distribution or payment shall be made to the holders of the Preference Stock or the Common Stock, the holders of the Cumulative Preferred Stock and the holders of the $100 Cumulative Preferred Stock shall be entitled to be paid in full the liquidation preferences fixed by the Board of Directors for the respective series thereof, together with an amount equal to all accumulated and unpaid dividends thereon to and including the date fixed for such distribution or payment. In the event of any involuntary liquidation, dissolution or winding up of the affairs of the corporation, then, before any distribution or payment shall be made to the holders of the Preference Stock or the Common Stock, the holders of the Cumulative Preferred Stock shall be entitled to be paid the sum of twenty-five dollars ($25) per share, and the holders of the $100 Cumulative Preferred Stock shall be entitled to be paid the sum of one hundred

dollars ($100) per share, together, in the case of each class, with an amount equal to all accumulated and unpaid dividends thereon to and including the date fixed for such distribution or payment. If, upon any liquidation, dissolution or winding up of the affairs of the corporation, the amounts so payable are not paid in full to the holders of all outstanding shares of Cumulative Preferred Stock and $100 Cumulative Preferred Stock the holders of all series of Cumulative Preferred Stock and all series of $100 Cumulative Preferred Stock shall share ratably in any distribution of assets to shares of such classes in proportion to the full amounts to which they would otherwise be respectively entitled.

4.24% Series and 4.78% Series, shall be entitled to voting rights on the basis of six votes per share. The Cumulative Preferred Stock and the $100 Cumulative Preferred Stock shall also, in addition to such voting rights as may be fixed for any series thereof, be entitled to the following voting rights:

(1) So long as any shares of Cumulative Preferred Stock are outstanding, the consent of the holders of at least two-thirds of the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Articles of Incorporation which would change any outstanding shares of Cumulative Preferred Stock in any one or more of the following respects: (1) to authorize the corporation to levy assessments thereon; (2) to reduce the dividend rate thereof; (3) to make noncumulative, in whole or in part, the dividends payable with respect thereto; (4) to reduce the redemption price thereof; (5) to reduce any amount payable thereon upon voluntary or involuntary liquidation; (6) to eliminate, diminish or alter adversely conversion rights pertaining thereto; (7) to diminish or eliminate voting rights pertaining thereto; (8) to rearrange the priority of outstanding shares of Cumulative Preferred Stock so as to make them subject to the preferences of other then outstanding shares as to distributions by way of dividends or otherwise; provided, however, that if such amendment changes in any of the foregoing respects one or more but not all series of Cumulative Preferred Stock at the time outstanding, only the consent of the holders of at least two-thirds of each series so affected shall be required;

(ii) the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Cumulative Preferred Stock; or

(iii) the consolidation or merger of the corporation; provided, however, that this restriction shall not apply to, nor shall it operate to prevent, a consolidation or merger of the corporation with a subsidiary of the corporation, if none of the voting powers, rights or preferences of the holders of the Cumulative Preferred Stock will be adversely affected thereby, and if none of the property or business theretofore owned or operated by the corporation will thereby become subject to the lien of any mortgage, deed of trust or other encumbrance of such subsidiary, and if the company resulting from or surviving such consolidation or merger will be authorized to carry on the business then being conducted by the corporation and will have authorized and outstanding, after such consolidation or merger, no stock of any class or other securities ranking senior to or on a parity with the Cumulative Preferred Stock, or securities convertible into any such stock or securities, except the same number of shares of stock and the same amount of other securities with the same voting powers, rights and preferences as the stock and securities of the corporation authorized and outstanding immediately preceding such consolidation or merger, and if each holder of Cumulative Preferred Stock at the time of such consolidation or merger will receive the same number of shares, with the same voting powers, rights and preferences, of the resulting or surviving company as he held of the Cumulative Preferred Stock; and provided, further, that in the event of the amendment of the applicable laws of the State of California so

as to permit the consolidation or merger of the corporation upon the vote of the holders of less than two-thirds of the outstanding shares of each class of stock of the corporation, then the consent of the holders of only such lesser proportion of the Cumulative Preferred Stock at the time outstanding (but in no event of less than a majority thereof) shall be necessary for effecting or validating the consolidation or merger of the corporation;

provided, however, that no such consent of the holders of the Cumulative Preferred Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or

convertible security is to be made, or when such consolidation or merger is to take effect, as the case may be, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of Cumulative Preferred Stock at the time outstanding or, in the case of any such amendment as to which the consent of less than all series of the Cumulative Preferred Stock would otherwise be required, for the

redemption of all shares of the series of Cumulative Preferred Stock the consent of which would otherwise be required.

(2) So long as any shares of Cumulative Preferred Stock are outstanding, the consent of the holders of at least majority of the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) the increase in the authorized amount of the Cumulative Preferred Stock or the $100 Cumulative Preferred Stock or the authorization or creation, or the increase in the authorized amount, of any new class of stock ranking on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock or of any security convertible into Cumulative Preferred Stock or $100 Cumulative Preferred Stock or into stock of any class ranking on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock;

(ii) the sale, lease or conveyance of all or substantially all of the property or business of the corporation, or the parting with control thereof; or

(iii) the issue of any additional shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock (or the reissue of any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock) or any shares of stock of any class ranking senior to or on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, unless the consolidated income of the corporation and its subsidiaries (determined as hereinafter provided) for any thirty-six consecutive calendar months within the thirty-nine calendar months immediately preceding the month within which the issuance of such additional shares is authorized by the Board of Directors of the corporation shall have been in the aggregate not less than one and one-half times the sum of the interest requirements for three years on all of the funded indebtedness and other borrowings of the corporation and its subsidiaries to be outstanding at the date of such proposed issue and the full dividend requirements for three years on all shares of Cumulative Preferred Stock and $100 Cumulative Preferred Stock and all other stock, if any, ranking senior to or on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock to be outstanding at the date of such proposed issue, including the shares then proposed to be issued but excluding any such indebtedness and borrowings and any such shares proposed to be retired in connection with such issue. “Consolidated income” for any period for all purposes of this paragraph 2 shall be computed by adding to the consolidated net income of the corporation and its subsidiaries for said period (determined as hereinafter provided) the amount deducted for interest on funded indebtedness and other borrowings of the corporation and its subsidiaries in determining such consolidated net income. “Consolidated net income” for any period for all purposes of this paragraph 2 shall be as determined by independent certified public accountants of

national reputation selected by the corporation, and in determining such consolidated net income for any period, there shall be deducted, in addition to other items of expense, the amount charged to income for said period on the books of the corporation and its subsidiaries for taxes and the provisions for depreciation as recorded on such books or the minimum amount required therefor under the provisions of any then existing general indenture of mortgage or deed of trust of the corporation, whichever is larger; and the Board of Directors of the corporation may, in the exercise of their discretion, make adjustments by way of increase or decrease in such consolidated net income to give effect to changes therein resulting from any acquisition of properties or to any redemption, acquisition, purchase, sale or exchange of securities by the corporation or its subsidiaries either prior to the issuance of any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock or stock ranking senior to or on a parity therewith then to be issued or in connection therewith. The term “subsidiary” shall mean, for all purposes of this paragraph 2, any company of which the corporation, directly or through another subsidiary, owns or controls a majority of the outstanding shares of stock entitling the holders thereof to elect a majority of the directors of such company, either at all times or so long as there is no default in the payment of dividends upon any stock having a preference or priority over such stock;

provided, however, that no such consent of the holders of the Cumulative Preferred Stock shall be required if, at or prior to the time when the increase in the authorized amount of the Cumulative Preferred Stock or the $100 Cumulative Preferred Stock or the authorization or creation or increase in the authorized amount of any such parity stock or any such convertible security, or any such sale, lease, conveyance, or parting with control, or the issue of any such additional shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock or any such senior or parity stock, as the case may be, is to be made, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of Cumulative Preferred Stock at the time outstanding.

(3) So long as any shares of $100 Cumulative Preferred Stock are outstanding, the consent of the holders of at least two-thirds of the $100 Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Articles of Incorporation which would change any outstanding shares of $100 Cumulative Preferred Stock in any one or more of the following respects: (1) to authorize the corporation to levy assessments thereon; (2) to reduce the dividend rate thereof; (3) to make noncumulative, in whole or in part, the dividends payable with respect thereto; (4) to reduce the redemption price thereof; (5) to reduce any amount payable thereon upon voluntary or involuntary liquidation; (6) to eliminate, diminish or alter adversely conversion rights pertaining thereto; (7) to diminish or eliminate voting rights pertaining thereto; (8) to rearrange the priority of outstanding shares of $100 Cumulative Preferred Stock so as to make them subject to the preferences of other then outstanding shares as to distributions by way of dividends or otherwise; provided, however, that if such amendment changes in any of the foregoing respects one or more but not all series of $100 Cumulative Preferred Stock at the time outstanding,

only the consent of the holders of at least two-thirds of each series so affected shall be required;

(ii) the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the $100 Cumulative Preferred Stock; or

(iii) the consolidation or merger of the corporation; provided, however, that this restriction shall not apply to, nor shall it operate to prevent, a

consolidation or merger of the corporation with a subsidiary of the corporation, if none of the voting powers, rights or preferences of the holders of the $100

Cumulative Preferred Stock will be adversely affected thereby, and if none of the property or business theretofore owned or operated by the corporation will thereby become subject to the lien of any mortgage, deed of trust or other encumbrance of such subsidiary, and if the company resulting from or surviving such consolidation or merger will be authorized to carry on the business then being conducted by the corporation and will have authorized and outstanding, after such consolidation or merger, no stock of any class or other securities ranking senior to or on a parity with the $100 Cumulative Preferred Stock, or securities convertible into any such stock or securities, except the same number of shares of stock and the same amount of other securities with the same voting powers, rights and preferences as the stock and securities of the corporation authorized and outstanding immediately preceding such consolidation or merger, and if each holder of $100 Cumulative Preferred Stock at the time of such consolidation or merger will receive the same number of shares, with the same voting powers, rights and preferences, of the resulting or surviving company as he held of the $100 Cumulative Preferred Stock; and provided further, that in the event of the amendment of the applicable laws of the State of California so as to permit the consolidation or merger of the corporation upon the vote of the holders of less than two-thirds of the outstanding shares of each class of stock of the corporation, then the consent of the holders of only such lesser proportion of the $100 Cumulative Preferred Stock at the time outstanding (but in no event of less than a majority thereof) shall be necessary for effecting or validating the consolidation or merger of the corporation;

provided, however, that no such consent of the holders of the $100 Cumulative Preferred Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, or when such consolidation or merger is to take effect, as the case may be, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of $100 Cumulative Preferred Stock at the time outstanding or, in the case of any such amendment as to which the consent of less than all series of the $100 Cumulative Preferred Stock would otherwise be required, for the redemption of all shares of the series of $100 Cumulative Preferred Stock the consent of which would otherwise be required.

(4) So long as any shares of $100 Cumulative Preferred Stock are outstanding, the consent of the holders of at least a majority of the $100 Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) the increase in the authorized amount of the $100 Cumulative Preferred Stock or the Cumulative Preferred Stock or the authorization or creation, or the increase in the authorized amount, of any new class of stock ranking on a parity with the $100 Cumulative Preferred Stock and the Cumulative Preferred Stock or of any security convertible into $100 Cumulative Preferred Stock or Cumulative Preferred Stock or into stock of any class ranking on a parity with the

$100 Cumulative Preferred Stock and the Cumulative Preferred Stock;

(ii) the sale, lease or conveyance of all or substantially all of the property or business of the corporation, or the parting with control thereof; or

(iii) the issue of any additional shares of $100 Cumulative Preferred

Stock or Cumulative Preferred Stock (or the reissue of any shares of $100

Cumulative Preferred Stock or Cumulative Preferred Stock) or any shares of stock of any class ranking senior to or on a parity with the $100 Cumulative Preferred Stock and the Cumulative Preferred Stock, unless the consolidated income of the corporation and its subsidiaries (determined as provided in this paragraph 2) for any thirty-six consecutive calendar months within the thirty-nine calendar months immediately preceding the month within which the issuance of such additional

shares is authorized by the Board of Directors of the corporation shall have been in the aggregate not less than one and one-half times the sum of the interest requirements for three years on all of the funded indebtedness and other

borrowings of the corporation and its subsidiaries to be outstanding at the date of such proposed issue and the full dividend requirements for three years on all shares of $100 Cumulative Preferred Stock and Cumulative Preferred Stock and all other stock, if any, ranking senior to or on a parity with the $100 Cumulative Preferred Stock and the Cumulative Preferred Stock to be outstanding at the date of such proposed issue, including the shares then proposed to be issued but excluding any such indebtedness and borrowings and any such shares proposed to be retired in connection with such issue;

provided, however, that no such consent of the holders of the $100 Cumulative Preferred Stock shall be required if, at or prior to the time when the increase in the authorized amount of the $100 Cumulative Preferred Stock or the Cumulative Preferred Stock or the authorization or creation or increase in the authorized amount of any such parity stock or any such convertible security, or any such sale, lease, conveyance, or parting with control, or the issue of any such additional shares of $100 Cumulative Preferred Stock or Cumulative Preferred Stock or any such senior or parity stock, as the case may be, is to be made, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of $100 Cumulative Preferred Stock at the time outstanding.

(d) Redemption: Except as otherwise provided in subparagraph (e) of this

paragraph 2, the Cumulative Preferred Stock or the $100 Cumulative Preferred Stock of any series may be redeemed, as a whole or in part, at the option of the corporation, by vote of its Board of Directors, at any time or from time to time (subject to any special provisions affecting or limitations on such right to redeem which may be fixed with respect to any particular series of Cumulative Preferred Stock or $100 Cumulative Preferred Stock), at the applicable redemption price fixed for

such series which shall include an amount equal to all accumulated and unpaid dividends thereon to and including the date of redemption. If less than all the outstanding shares of Cumulative

Preferred Stock or $100 Cumulative Preferred Stock of any series first issued prior to August 14,

1973, are to be redeemed, the shares to be redeemed shall be determined prior to the time of each such partial redemption by lot in such manner as the Board of Directors may prescribe. If less than all the outstanding shares of the Cumulative Preferred Stock or $100 Cumulative Preferred Stock of any series first issued on or subsequent to August 14, 1973, are to be redeemed, the shares to be redeemed shall be determined prior to the time of each such partial redemption either by lot in such manner as the Board of Directors may prescribe or, in the alternative at the discretion of the Board of Directors, pro rata to the nearest whole share.

Notice of every redemption of Cumulative Preferred Stock or $100 Cumulative Preferred Stock shall be given by the corporation by causing a notice thereof to be published in a newspaper printed in the English language and published and of general circulation in the City of Los Angeles, California, and in one such newspaper published and of general circulation in the Borough of Manhattan, the City of New York, New York, in each instance at least once a week for two (2) successive weeks and in each instance on any day of the week, commencing not earlier than sixty (60) nor later than thirty (30) days before the date fixed for redemption. It shall be the duty of the corporation to mail a copy of such notice, postage prepaid, to each holder of record of the shares to be redeemed as of the record date, addressed to such holder at his address appearing on the books of the corporation, not earlier than sixty (60) nor later than thirty (30) days before the date fixed for redemption, but the failure to mail such notice as aforesaid shall not invalidate the redemption of such shares. The publication of notice in accordance with the foregoing procedure may be dispensed with in the discretion of the Board of Directors in any case where it determines that the outstanding shares of any series of Cumulative Preferred Stock or $100 Cumulative Preferred Stock are held by no more than ten (10) holders of record, but in any such case, the copy of such notice of redemption specified above shall be delivered by messenger or mailed by registered or certified mail to the address and within the times specified above.

If the corporation shall deposit on or prior to any date fixed for redemption of Cumulative Preferred Stock or $100 Cumulative Preferred Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to publish the notice of redemption thereof (or to complete such publication if theretofore commenced) and to pay on and after the date fixed for redemption or such earlier date as the Board of Directors may determine, to the respective holders of such shares, the redemption price thereof upon the surrender of their share certificates, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest, upon surrender of their certificates therefor, and the right to exercise, on or before the date fixed for redemption, any right to convert or exchange said shares which may then exist.

Any moneys deposited by the corporation pursuant to this subparagraph (d) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the corporation forthwith. Any other moneys

deposited by the corporation pursuant to this subparagraph (d) and unclaimed at the end of six years from the date fixed for redemption shall be repaid to the corporation upon its request expressed in a resolution of its Board of Directors.

(e) Miscellaneous: If at any time dividends on any of the outstanding shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock, or on any shares of stock of any class ranking on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, shall be in default, thereafter and until all arrears in payment of quarterly dividends on the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock have been paid, or deposited with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000) in trust for payment on or before the next succeeding dividend payment date, the corporation shall not redeem less than all of the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock at the time outstanding and shall not purchase or otherwise acquire for value any Cumulative Preferred Stock or $100 Cumulative Preferred Stock except in accordance with offers made to all holders of Cumulative Preferred Stock and $100 Cumulative Preferred Stock, which offers shall bear a reasonably proportional relationship to the par values and market prices per share of the respective classes.

Except when required by law and except as otherwise provided in this Article, or as may be fixed with respect to any particular series, whenever shares of two or more series of the Cumulative Preferred Stock are outstanding, no particular series of the Cumulative Preferred Stock of all series shall be entitled to vote or consent as a separate series on any matter and all shares of Cumulative Preferred Stock of all series shall be deemed to constitute but one class for any purpose for which a vote or consent of the shareholders by classes may now or hereafter be required.

Except when required by law and except as otherwise provided in this Article, or as may be fixed with respect to any particular series, whenever shares of two or more series of the $100

Cumulative Preferred Stock are outstanding, no particular series of the $100 Cumulative Preferred Stock of all series shall be entitled to vote or consent as a separate series on any matter and all shares of $100 Cumulative Preferred Stock of all series shall be deemed to constitute but one class for any purpose for which a vote or consent of the shareholders by classes may now or hereafter be required.

Any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock, as the case may be, of the corporation, and may thereafter be reissued by the Board of Directors in the same manner as any other authorized and unissued shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock.

Neither the consolidation or merger of the corporation nor the sale or transfer of all or a part of its assets nor the expropriation, condemnation or seizure of all or a part of its assets by any governmental body or authority shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this paragraph 2.

3. PREFERENCE STOCK. Shares of the Preference Stock may be issued from time to time in one or more series. To the extent not prohibited by law, the Board of Directors is authorized (i) to fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any

wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. Whenever in this paragraph 3 the Board of Directors is authorized to “fix,” “determine,” “alter,” “increase” or “decrease” the number of shares, designation, rights, preferences, privileges or restrictions of any series of the Preference Stock, the Board of Directors (including any committee thereof) shall take such action by resolution, but such resolution may specify any of the foregoing matters by reference to indexes, formulas, conversion rates or other objectively ascertainable criteria.

4. COMMON STOCK: Subject to the preferential rights above provided in this Article, or granted pursuant to this Article, with respect to the Cumulative Preferred Stock, the $100 Cumulative Preferred Stock and the Preference Stock, the Common Stock and/or the holders thereof shall have the following dividend rights, liquidation rights and voting rights:

(a) Dividend Rights: The holders of the Common Stock shall be entitled to dividends when and as declared by the Board of Directors out of any funds legally available therefor, in such amounts and at such times as the Board of Directors may from time to time determine.

(b) Liquidation Rights: In the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, of the corporation, the remaining assets and funds of the corporation shall be distributed ratably to the holders of the Common Stock.

Seventh: BUSINESS COMBINATIONS:

1. In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in paragraph 2 of this Article Seventh, none of the following transactions shall be consummated unless and until such transaction shall have been approved by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then outstanding shares of stock of the corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class (it being understood that for purposes of this Article Seventh, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article Sixth of these Articles of Incorporation):

(a) any merger or consolidation of the corporation or any Subsidiary (as hereinafter defined) with (i) any Interested Shareholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or

(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the corporation or any Subsidiary having an aggregate

Fair Market Value (as hereinafter defined) of more than ten percent (10%) of the total book value of the assets of the corporation and its consolidated subsidiaries as shown on the most recently available quarterly consolidated balance sheet of the corporation; or

(c) the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder having an aggregate Fair Market Value (as hereinafter defined) of more than ten percent (10%) of the total book value of the assets of the corporation and its consolidated subsidiaries as shown on the most recently available quarterly consolidated balance sheet of the corporation; or

(d) the adoption of any plan or proposal for the spin-off, split-off or split-up of the corporation or any material Subsidiary proposed by or on behalf of an Interested Shareholder or any Affiliate of any Interested Shareholder; or

(e) any reclassification of any securities of the corporation (including any reverse stock split), any recapitalization of the capital stock of the corporation, any merger or consolidation of the corporation with or into any of its Subsidiaries, or any other transaction (whether or not with or involving any Interested Shareholder), which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of stock or series thereof of the corporation or of any Subsidiary directly or indirectly Beneficially Owned (as hereinafter defined) by any Interested Shareholder or as a result of which the shareholders of the corporation would cease to be shareholders of a corporation incorporated under the laws of the State of California having, as parts of its articles of incorporation, provisions to the same effect as this Article Seventh; or

(f) any agreement, contract or other arrangement providing for any of the transactions described in the foregoing paragraphs (a) through (e).

The term “Business Combination” as used in this Article Seventh shall mean any transaction or proposed transaction which is referred to in any one or more of the foregoing subparagraphs (a) through (f) of this paragraph 1.

2. The provisions of paragraph 1 of this Article Seventh shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote of shareholders, if any, as is required by law and any other provision of any Article hereof, if such Business

Combination has been approved by at least a majority of the Disinterested Directors (as hereinafter defined) at the time or if all the conditions specified in the following subparagraphs (a), (b), (c), (d), (e) and (f) are satisfied:

(a) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of any consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of the following:

(1) (if applicable) the Highest Per Share Price (as hereinafter defined) paid in order to acquire any shares of Common Stock beneficially owned by the Interested Shareholder which were acquired beneficially by such Interested Shareholder (x) within the two-year period immediately prior to the first public announcement of the proposal of the

Business Combination (the “Announcement Date”) or (y) in the transaction in which it became an Interested Shareholder, whichever is higher; and

(2) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder (such later date is referred to in this Article Seventh as the “Determination Date”), whichever is higher.

(b) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Voting Stock other than the Common Stock shall be at least equal to the highest of the following (it being intended that the

requirements of this subparagraph (b) shall be required to be met with respect to every such class or series of outstanding Voting Stock, whether or not the Interested Shareholder beneficially owns any shares of a particular class or series of Voting Stock):

(1) (if applicable) the Highest Per Share Price (as hereinafter defined) paid in order to acquire any shares of such class or series of Voting Stock beneficially owned by

the Interested Shareholder which were acquired beneficially by such Interested Shareholder (x) within the two-year period immediately prior to the Announcement Date or (y) in the transaction in which it became an Interested Shareholder, whichever is higher; and

(2) (if applicable) the highest preferential amount per share to which the holders of shares of such class or series of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation; and

(3) the Fair Market Value per share of such class or series of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher.

(c) The consideration to be received by holders of a particular class or series of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Shareholder has previously paid in order to acquire beneficially shares of such class or series of Voting Stock that are beneficially owned by the Interested Shareholder and, if the Interested Shareholder beneficially owns shares of any class or series of Voting Stock that were

acquired with varying forms of consideration, the form of consideration to be received by holders of such class or series of Voting Stock shall be either cash or the form used to acquire beneficially the largest number of shares of such class or series of Voting Stock beneficially acquired by it prior to the Announcement Date. The price determined in accordance with paragraphs 2(a) and 2(b) shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

(d) After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (i) except as approved by at least a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular dates therefor the full amount of any dividends (whether or not cumulative) payable on any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation; (ii) there shall have been (x) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by at least a majority of the Disinterested Directors, and (y) an increase in such annual rate of dividends (as necessary to prevent any such reduction) in the event of any reclassification (including any reverse

stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure to increase such annual rate was approved by at least a majority of the Disinterested Directors; and (iii) such Interested Shareholder shall have not become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Shareholder

becoming an Interested Shareholder or as a result of a pro rata stock dividend or stock split.

(e) After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionally as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(f) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public shareholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

3. For the purposes of this Article Seventh:

(a) A “person” shall mean any individual, firm, corporation or other entity.

(b) “Interested Shareholder” shall mean any person or group (other than this

corporation or any Subsidiary or any compensation plan or any benefit plan of this corporation or any Subsidiary or any trustee of, or fiduciary with respect to, any such plan when acting in such capacity, or any corporation formed pursuant to a resolution of the Board of Directors of this corporation which was approved by at least a majority of the Disinterested Directors as defined hereinafter) who or which:

(1) is the Beneficial Owner, directly or indirectly, of more than ten percent

(10%) of the voting power of the outstanding Voting Stock;

(2) is an Affiliate of the corporation and at any time within the two-year period immediately prior to the date in question was the Beneficial Owner, directly or indirectly, of ten percent (10%) or more of the voting power of the then outstanding Voting Stock; or

(3) is an assignee of or has otherwise succeeded to any shares of Voting Stock representing more than one percent (1%) of the voting power of the outstanding Voting Stock, which shares were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(1) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(2) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of

conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote or direct the vote pursuant to any agreement, arrangement or understanding; or

(3) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of any shares of Voting Stock.

(d) For the purposes of determining whether a person is an Interested Shareholder pursuant to subparagraph (b) of paragraph 3 of this Article Seventh, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of subparagraph (c) of paragraph 3 of this Article Seventh but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options, or otherwise.

(e) The term “Affiliate,” used to indicate a relationship to a specified person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person.

(f) The term “Associate,” used to indicate a relationship with a specified person, means (i) any corporation, partnership or other organization of which such specified person is an officer or partner (ii) any trust or other estate in which such specified person has a substantial beneficial interest or as to which such specified person serves as trustee or in a similar fiduciary capacity, (iii) any relative or spouse of such specified person, or any relative of such spouse, who has the same home as such specified person or who is a director or officer of the Corporation or any of its parents or subsidiaries and (iv) any person who is a director, officer or partner of such specified person or of any corporation (other than the corporation or any wholly-owned Subsidiary of the corporation), partnership or other entity which is an Affiliate of such specified person.

(g) “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the corporation or by a Subsidiary of the corporation or by the corporation and one or more Subsidiaries; provided, however, that for the purposes of the definition of Interested Shareholder set forth in paragraph (b) of paragraph 3 of this Article Seventh the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the corporation.

(h) “Disinterested Director” means any member of the Board of Directors of the corporation who was a member of the Board of Directors of the corporation on April 16, 1987, or who became a member of the Board of Directors of the corporation subsequent to that time and who is unaffiliated with, and not a nominee or representative of, an Interested Shareholder and who is recommended to succeed a Disinterested Director by at least a majority of Disinterested Directors then on the Board of Directors. Any reference to “Disinterested Directors” shall refer to a single Disinterested Director if there be but one. Any reference under this Article Seventh to an approval, designation or determination by “a majority of the Disinterested Directors” of the Board of Directors shall mean such approval, designation or determination by not less than a majority of the Disinterested Directors then serving on the Board of Directors.

(i) “Fair Market Value” means: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape, for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sales price or bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations Systems or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by at least a majority of the Disinterested Directors in good faith, in each case with respect to any class of stock, appropriately adjusted for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock; and (ii) in the case of stock of any class or series which is not traded on any United States registered securities exchange nor in the over-the-counter market or in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by at least a majority of the Disinterested Directors in good faith; and such determination by the Disinterested Directors shall be conclusive and binding for all purposes of this Article Seventh.

(j) References to “Highest Per Share Price” with respect to any class of stock, means the highest amount of consideration paid for a share of such stock (including, without limitation, any brokerage commissions, transfer taxes and soliciting dealers' fees) and shall reflect an appropriate adjustment for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock.

(k) In the event of any Business Combination in which the corporation survives, the phrase “consideration other than cash to be received” as used in subparagraphs (a) and (b) of paragraph 2 of this Articles Seventh shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

4. At least a majority of the Disinterested Directors of the corporation shall have the power and duty to make a good faith determination, on the basis of information known to them, of all facts necessary to determine compliance with this Article Seventh, including without limitation:

(a) whether a person is an Interested Shareholder;

(b) the number of shares of Voting Stock beneficially owned by any person;

(d) whether the assets which are the subject of any Business Combination, or the securities issued or transferred by the corporation or any Subsidiary in any Business Combination, have an aggregate Fair Market Value of more than ten percent (10%) of the total book value of the assets of the corporation and its consolidated subsidiaries as shown on the most recently available quarterly consolidated balance sheet of the corporation; and

(e) whether the requirements of paragraph 2 of this Article Seventh have been met.

Such determination by a majority of the Disinterested Directors shall be conclusive and binding for all purposes of this Article Seventh.

5. Nothing contained in this Article Seventh shall be construed to relieve any Interested

Shareholder from any fiduciary obligation imposed by law.

6. The fact that a Business Combination complies with the provisions of Section 2 of this Article Seventh shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the shareholders of the corporation.

7. In addition to any affirmative vote required by law of these Articles of Incorporation, a proposal that the provisions of this Article Seventh be altered, amended or repealed in any respect, or any provision inconsistent therewith be adopted, shall require either (i) the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then outstanding Voting Stock voting together as a single class or (ii) approval by at least a majority of the Disinterested Directors and the affirmative vote of the holders of at least fifty percent (50%) of the voting power of the then outstanding Voting Stock together as a single class.

Eighth: LIMITATION ON LIABILITY OF DIRECTORS AND AUTHORITY TO INDEMNIFY AGENTS:

1. The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

2. The corporation is authorized to provide indemnification of agents (as defined in

Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in

Section 204 of the California Corporations Code.

Ninth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE PREFERRED STOCK, 4.32% SERIES: The Certificate of Determination of Preferences of the Cumulative Preferred Stock, 4.32% Series, which is attached hereto as Exhibit A is hereby incorporated by reference as Article Ninth of these Articles of Incorporation.

Tenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE PREFERRED STOCK, 4.08% SERIES: The Certificate of Determination of Preferences of the Cumulative Preferred Stock, 4.08% Series, which is attached hereto as Exhibit B is hereby incorporated by reference as Article Tenth of these Articles of Incorporation.

Eleventh: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE PREFERRED STOCK, 4.24% SERIES: The Certificate of Determination of Preferences of the Cumulative Preferred, 4.24% Series, which is attached hereto as Exhibit C is hereby incorporated by reference as Article Eleventh of these Articles of Incorporation.

Twelfth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE PREFERRED STOCK, 4.78% SERIES: The Certificate of Determination of Preferences of the Cumulative Preferred Stock, 4.78% Series, which is attached hereto as Exhibit D is hereby incorporated by reference as Article Twelfth of these Articles of Incorporation.

Thirteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES A PREFERENCE STOCK: The Certificate of Determination of Preferences of the Series A Preference Stock, which is attached hereto as Exhibit E is hereby incorporated by reference as Article Thirteenth of these Articles of Incorporation.

Fourteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES B PREFERENCE STOCK: The Certificate of Determination of Preferences of the Series B Preference Stock, which is attached hereto as Exhibit F is hereby incorporated by reference as Article Fourteenth of these Articles of Incorporation.

Fifteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES C PREFERENCE STOCK: The Certificate of Determination of Preferences of the Series C Preference Stock, which is attached hereto as Exhibit G is hereby incorporated by reference as Article Fifteenth of these Articles of Incorporation.”

This Certificate of Restated Articles of Incorporation does not itself alter or amend the Articles of Incorporation of Southern California Edison Company in any respect; provided however, that all of the shares of $100 Cumulative Preferred Stock, 7.23% Series and 6.05% Series, have been reacquired and, pursuant to California Corporations Code Section 510, references to such series have been deleted. The Board of Directors of Southern California Edison Company has approved this Certificate of Restated Articles of Incorporation.

IN WITNESS WHEREOF, the undersigned have executed this certificate on this 1st day of March, 2006

Robert C. Boada Vice President and Treasurer

of Southern California Edison Company

Barbara E. Mathews Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary of Southern California Edison Company

DECLARATION

The undersigned ROBERT C. BOADA and BARBARA E. MATHEWS, the Vice President and Treasurer, and Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary, respectively, of Southern California Edison Company, each declares under penalty of perjury under the laws of the State of California that the matters set forth in the foregoing certificate are true and correct of his own knowledge.

Executed at Rosemead, California on this 1st day of March, 2006.

Robert C. Boada Vice President and Treasurer

of Southern California Edison Company

Barbara E. Mathews Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary of Southern California Edison Company

EXHIBIT A

SOUTHERN CALIFORNIA EDISON COMPANY

Certificate of Determination of Preferences of the

Cumulative Preferred Stock, 4.32% Series

We, the undersigned, being the President and the Secretary, respectively, of Southern California Edison Company (hereinafter called the “corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California,

DO HEREBY CERTIFY:

First: The Articles of Incorporation of the corporation, as amended, authorize the issue of 6,000,000 shares of Cumulative Preferred Stock: which may be issued from time to time in one or more series, and authorize the Board of Directors, within the limitations and restrictions stated therein, to fix or alter, from time to time, the dividend rate, conversion rights, voting rights (in addition to the voting rights provided in such Articles), redemption price and/or the liquidation preferences of any wholly unissued series of Cumulative Preferred Stock, and to fix the number of shares constituting any unissued series.

Second: The Board of Directors of the corporation at a meeting duly called and held on May 6, 1947, in the City of Los Angeles, California, at which meeting a quorum was present and acting throughout, did duly adopt the following resolutions authorizing and providing for the creation of a series of said Cumulative Preferred Stock to be known as Cumulative Preferred Stock: 4.32% Series:

“Resolved, that 1,653,429 shares of the presently authorized but unissued Cumulative Preferred Stock

of the par value of twenty-five dollars ($25) each of the corporation, be and hereby are determined to be and shall be of a series of said Cumulative Preferred Stock hereby designated as the Cumulative Preferred Stock,

4.32% Series; and further

Resolved, that the dividend rate, redemption price and voluntary liquidation preferences of shares of such series be and the same are hereby fixed, respectively, as follows:

(A) The dividend rate of such series shall be four and thirty-two one-hundredths per centum (4.32%) per annum of the par value of the shares thereof. Dividends on such series, when and as declared, shall be payable quarterly on March 31, June 30, September 30 and December 31.

(B) The redemption price from time to time of such series shall be: twenty-nine and 50/100 dollars ($29.50) per share if redeemed on or before May 31, 1952; twenty-nine and 25/100 dollars ($29.25) per share if redeemed thereafter and on or before May 31, 1957; twenty-nine and 00/100 dollars ($29.00) per share if redeemed thereafter and on or before May 31, 1962; and twenty-eight and 75/100 dollars ($28.75) per share if redeemed thereafter; together, in each case, with an amount equal to all accumulated and unpaid dividends to and including the date of redemption.

(C) The liquidation preferences payable with respect to such series in the event of voluntary, liquidation, dissolution or winding up of the affairs of the corporation shall be the same as the redemption price for shares of such series current on the date of the commencement of the proceedings for such voluntary liquidation, dissolution or winding up, including an amount equal to all accumulated and unpaid

dividends thereon to and including the date of distribution or payment.”

IN WITNESS WHEREOF this certificate is made under the seal of said Southern California Edison Company and signed by, W. C. Mullendore, its President. and O. V. Showers, its Secretary, this 6th day of May, 1947.

W. C. MULLENDORE

------------------------------- (W. C. Mullendore)

President of Southern California

Edison Company.

O. V. SHOWERS

------------------------------- (O. V. Showers)

Secretary of Southern California

Edison Company.

STATE OF CALIFORNIA )

) ss: COUNTY OF LOS ANGELES )

On this 6th day of May, 1947, before me, Barbara Rowe, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared W. C. MULLENDORE, known to me to be the President and O. V. SHOWERS, known to me to be the Secretary, of SOUTHERN CALIFORNIA EDISON COMPANY, the corporation referred to in the foregoing certificate, and known to me to be the persons who executed said certificate as such officers, respectively, and acknowledged to me that they executed the same.

WITNESS my hand and official seal.

BARBARA ROWE

--------------------------------- Notary Public in and for said County and State.

My Commission Expires June 5, 1950.

EXHIBIT B

SOUTHERN CALIFORNIA EDISON COMPANY

Certificate of Determination of Preferences of the

Cumulative Preferred Stock, 4.08% Series

DO HEREBY CERTIFY:

FIRST: The Articles of Incorporation of the corporation, as amended, authorize the issue of 6,000,000 shares of Cumulative Preferred Stock which may be issued from time to time in one or more series, and authorize the Board of Directors, within the limitations and restrictions stated therein, to fix or alter, from time to time, the dividend rate, conversion rights, voting rights (in addition to the voting rights provided in such Articles), redemption price and/or the liquidation preferences of any wholly unissued series of Cumulative Preferred Stock, and to fix the number of shares constituting any unissued series.

SECOND: The Board of Directors of the corporation at a meeting duly called and held an May 16,

1950, in the City of Los Angeles, California, at which meeting a quorum was present and acting throughout, did duly adopt the following resolutions authorizing and providing for the creation of a series of said Cumulative Preferred Stock to be known as Cumulative Preferred Stock, 4.08% Series, consisting of 1,000,000 shares, none of the shares of such series having been issued:

“RESOLVED, that 1,000,000 shares of the presently authorized but unissued Cumulative Preferred Stock of the par value of twenty-five dollars ($25) each of this corporation be and are hereby determined to be and shall be of a series of said Cumulative Preferred Stock hereby designated as the Cumulative Preferred Stock, 4.08% Series; and

“RESOLVED FURTHER, that the dividend rate, redemption price and voluntary liquidation preferences of shares of such series be and the same are hereby fixed, respectively, as follows:

(A) The dividend rate of such series shall be four and 8/100 per centum (4.08%) per annum of the

par value of the shares thereof. Dividends on such series when and as declared shall be payable quarterly on the last days of February, May, August, and November, respectively,

(B) The redemption price from time to time of such series shall be: $26.25 per share if redeemed on or before May 31, 1955; $26.00 per share if redeemed thereafter and on or before May 31, 1960; $25.75 per share if redeemed thereafter and on or before May 31, 1965; and $25.50 per share if redeemed thereafter; together, in each case, with an amount equal to all accumulated and unpaid dividends to and including the date of redemption.

(C) The liquidation preferences payable with respect to shares of such series in the event of voluntary liquidation, dissolution or winding up of the affairs of this corporation shall be the same as the redemption price for shares of such series current on the date of the commencement of the proceedings for

such voluntary liquidation, dissolution or winding up, including an amount equal to all accumulated and unpaid dividends thereon to and including the date of distribution or payment.”

IN WITNESS WHEREOF this certificate is made under the seal of said Southern California Edison

Company and signed W. C. Mullendore, its President, and T. J. Gamble, its Secretary, this 16th day of May,

1950.

W. C. MULLENDORE

-------------------------------

(W. C. Mullendore)

President of Southern California

Edison Company

(CORPORATE SEAL)

T. J. GAMBLE

-------------------------------

(T. J. Gamble)

Secretary, of Southern California

Edison Company

STATE OF CALIFORNIA )

) ss. COUNTY OF LOS ANGELES )

W. C Mullendore and T. J. Gamble, being first duly sworn, each for himself deposes and says: That W. C. Mullendore is and was at all of the times mentioned in the foregoing Certificate, the

President of Southern California Edison Company, the California corporation therein mentioned, and T. J. Gamble is, and was at all of said times, the Secretary of said corporation; that each has read said Certificate and that the matters set forth therein are true of his own knowledge, and that the signatures purporting to be the signatures of said President and Secretary thereto are the genuine signatures of said President and Secretary, respectively.

W. C. MULLENDORE

---------------------------------

(W. C. Mullendore)

T. J. GAMBLE

---------------------------------

(T. J. Gamble)

Subscribed and sworn to before me this 16th day of May, 1950.

BARBARA ROWE

------------------------------------ Notary Public in and for the County of Los Angeles, State of California.

(NOTARIAL SEAL)

MY COMMISSION EXPIRES JUNE 5, 1950.

EXHIBIT C

SOUTHERN CALIFORNIA EDISON COMPANY

Certificate of Determination of Preference of the

Cumulative Preferred Stock, 4.24% Series

DO HEREBY CERTIFY:

FIRST: The Articles of Incorporation of the corporation, as amended, authorize the issue of

6,000,000 shares of Cumulative Preferred Stock which may be issued from time to time in one or more series, and authorize the Board of Directors, within the limitations and restrictions stated therein, to fix or alter, from time to time, the dividend rate, conversion rights, voting rights (in addition to the voting rights provided in such Articles), redemption price and/or the liquidation preferences of any wholly unissued series of Cumulative Preferred Stock, and to fix the number of shares constituting any unissued series.

SECOND: The Board of Directors of the corporation at a meeting duly called and held on

February 4, 1956, in the City of Los Angeles, California, at which meeting a quorum was present and acting throughout, did duly adopt the following resolutions authorizing and providing for the creation of a series of said Cumulative Preferred Stock to be known as Cumulative Preferred Stock, 4.24% Series, consisting of

1,200,000 shares, none of the shares of such series having been issued:

“RESOLVED, that 1,200,000 shares of the presently authorized but unissued Cumulative Preferred Stock of the par value of twenty-five dollars ($25) each of this corporation be and are hereby determined to be and shall be of a series of said Cumulative Preferred Stock hereby designated as the Cumulative Preferred Stock, 4.24% Series; and

“RESOLVED FURTHER, that the dividend rate, redemption price and voluntary liquidation preferences of shares of such series be and the same are hereby fixed, respectively, as follows:

(A) The dividend rate of such series shall be four and 24/100 per centum (4.24%) per annum of the par value of the shares thereof. Dividends on such series when and as declared shall be payable quarterly on the last days of February, May, August and November, respectively.

(B) The redemption price from time to time of such series shall be: $26.60 per share if redeemed on or before May 31, 1961; $26.30 per share if redeemed thereafter and on or before May 31, 1966; $26.05 per share if redeemed thereafter and on or before May 31, 1971; and $25.80 per share if redeemed thereafter: together, in each case, with an amount equal to all accumulated and unpaid dividends to and including the date of redemption.

such voluntary liquidation, dissolution or winding up, including in amount equal to all accumulated and unpaid dividends thereon to and including the date of distribution or payment.”

IN WITNESS WHEREOF this certificate is made under the seal of said Southern California Edison Company and signed by Harold Quinton, its President, and T. J. Gamble, its Secretary, this 14th day of February, 1956.

HAROLD QUINTON

---------------------------------

(Harold Quinton)

President of Southern California

Edison Company

(CORPORATE SEAL)

T. J. GAMBLE

---------------------------------

(T. J. Gamble)

Secretary of Southern California

Edison Company

STATE OF CALIFORNIA )

) ss. COUNTY OF LOS ANGELES )

Harold Quinton and T. J. Gamble, being first duly sworn, each for himself deposes and says: That Harold Quinton is and was at all of the times mentioned in the foregoing Certificate, the

President of Southern California Edison Company, the California corporation therein mentioned, and T. J.

Gamble is, and was at all of said times, the Secretary of said corporation; that each has read said Certificate and that the matters set forth therein are true of his own knowledge, and that the signatures purporting to be the signatures of said President and Secretary thereto are the genuine signatures of said President and Secretary, respectively.

HAROLD QUINTON

------------------------------------

(Harold Quinton)

T. J. GAMBLE

------------------------------------

(T. J. Gamble)

Subscribed and sworn to before me this 14th day of February, 1956.

BARBARA ROWE

------------------------------------ Notary Public in and for the County of Los Angeles, State of California.

(NOTARIAL SEAL)

My Commission Expires June 14, 1958.

EXHIBIT D

SOUTHERN CALIFORNIA EDISON COMPANY

Certificate of Determination of Preferences of the

Cumulative Preferred Stock, 4.78% Series

DO HEREBY CERTIFY:

FIRST: The Articles of Incorporation of the corporation, as amended, authorize the issue of

SECOND: The Board of Directors of the corporation at a meeting duly called and held on February 10, 1958, in the City of Los Angeles, California, at which meeting a quorum was present and acting throughout did duly adopt the following resolutions authorizing and providing for the creation of a series of said Cumulative Preferred Stock to be known as Cumulative Preferred Stock, 4.78% Series, consisting of 1,000,000 shares, none of the shares of such series having been issued:

“RESOLVED FURTHER, that the dividend rate, redemption price and voluntary liquidation preferences of shares of such series be and the same are hereby fixed respectively, as follows:

(A) The dividend rate of such series shall be four and 78/100 per centum (4.78%) per annum of

the par value of the shares thereof. Dividends on such series when and as declared shall be payable quarterly on the last days of February, May, August and November, respectively.

(B) The redemption price from time to time of such series shall be: $27.30 per share if redeemed on or before February 28, 1963; $26.55 per share if redeemed thereafter and on or before February 29, 1968;

$26.05 per share if redeemed thereafter and on or before February 28, 1973; and $25.80 per share if redeemed thereafter; together, in each case, with an amount equal to all accumulated and unpaid dividends to and including the date of redemption.

such voluntary liquidation, dissolution or winding up, including an amount equal to all accumulated and unpaid dividends thereon to and including the date of distribution or payment.”

HAROLD QUINTON

--------------------------------- (Harold Quinton)

President of Southern California

Edison Company

T. J. GAMBLE

---------------------------------

(T. J. Gamble)

Secretary of

Southern California Edison Company

STATE OF CALIFORNIA )

) ss. COUNTY OF LOS ANGELES )

Harold Quinton and T. J. Gamble, being first duly sworn, each for himself deposes and says:

That Harold Quinton is and was at all of the times mentioned in the foregoing Certificate, the

President of Southern California Edison Company, the California corporation therein mentioned, and T. J.

HAROLD QUINTON

------------------------------------ (Harold Quinton)

T. J. GAMBLE

------------------------------------

(T. J. Gamble)

Subscribed and sworn to before me this 10th day of February, 1958.

BARBARA ROWE

------------------------------------

Notary Public in and for the County

of Los Angeles, State of California

(NOTARIAL SEAL)

My Commission Expires June 14, 1958.

EXHIBIT E

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES A PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and Treasurer and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Executive Committee of the Board of Directors at a meeting duly held on April 20, 2005, in the City of Rosemead, State of California, at which meeting a quorum was present and acting throughout, did duly

adopt the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series A Preference Stock, consisting of 4,000,000 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 4,000,000 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series A Preference Stock”; and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a) The holders of record of the Series A Preference Stock (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, or a duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash dividends which will accrue from and including April 27, 2005 and will be payable on January 31, April 30, July 31 and October 31 of each year (each, a “Dividend Payment Date”), commencing July 31, 2005. Through April 30, 2010, the annual rate of

dividends will be 5.349% of the Liquidation Preference. After April 30, 2010, the annual rate of dividends will be the Applicable Rate from time to time in effect. The Applicable Rate per annum for each dividend period beginning after April 30, 2010 is described below in Section 1(b). If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series A Preference Stock for the initial dividend period and any period less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such period. The amount of dividends per share payable on the initial Dividend Payment Date and at redemption will be calculated to the fourth digit after the decimal point. “Liquidation Preference” means $100 per share of Series A Preference Stock.

(b) Determination of the Applicable Rate.

(i) For each dividend period beginning after April 30, 2010, the Calculation Agent (as defined below) shall calculate the Applicable Rate and the amount of dividends payable on each quarterly Dividend Payment Date. Promptly upon such determination, the Calculation Agent shall notify us of the Applicable Rate for such dividend period. The

Applicable Rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and Holders of the Series A Preference Stock and us.

(ii) The “Applicable Rate” for any dividend period will be 1.45% plus the highest of the 3-month LIBOR Rate, the 10-year Treasury CMT and the 30-year Treasury CMT (each as defined below and collectively referred to as the “Benchmark Rates”) for such dividend period. In the event that the Calculation Agent determines in good faith that for any reason:

(1) any one of the Benchmark Rates cannot be determined for any dividend period, the Applicable Rate for such dividend period will be equal to the higher of whichever two of such rates can be so determined;

(2) only one of the Benchmark Rates can be determined for any dividend period, the Applicable Rate for such dividend period will be equal to whichever such rate can be so determined; or

(3) none of the Benchmark Rates can be determined for any dividend period, the Applicable Rate for the preceding dividend period will be continued for such dividend period.

(iii) The “3-month LIBOR Rate” means, for each dividend period, the arithmetic average of the daily quotes for deposits for U.S. Dollars having a term of three months for the preceding two full weeks, as published on each Business Day during the relevant

Calendar Period (as defined below) immediately preceding the dividend period for which the Applicable Rate is being determined. Such quotes will be taken from the Bloomberg interest rate page most nearly corresponding to Telerate Page 3750 (or such other page as may replace such page for the purpose of displaying comparable rates) at approximately 11:00 a.m. London time on the relevant date. If such rate does not appear on the Bloomberg interest rate page (currently

found on page “BBAM”) most nearly corresponding to Telerate Page 3750 (or such other page as may replace such page for the purpose of displaying comparable rates) on the Dividend Determination Date (as defined below), the 3-month LIBOR Rate will be the arithmetic mean of the rates quoted by each of Citigroup Global Markets Inc., Lehman Brothers Inc. and J.P.

Morgan Securities Inc., or their successors, at approximately 11:00 a.m., New York City time, on the Dividend Determination Date for loans in U.S. Dollars to leading European banks for a

period of three months.

(iv) The “10-year Treasury CMT” means the rate determined in accordance with the following provisions:

(1) With respect to any Dividend Determination Date and the dividend period that begins immediately thereafter, the 10-year Treasury CMT means the rate displayed on the Bloomberg interest rate page (currently found on page “H15T10Y Index,” and when calculating the 30-year Treasury CMT, the sum of the rate displayed

on the Bloomberg interest rate page currently found on page “H15T20Y Index” and the extrapolation factor found on page “H15TFACT”) most nearly corresponding to Telerate Page 7051 containing the caption “Federal Reserve U.S. H.15 T Note Treasury Constant Maturity” and the column for the Designated CMT Maturity Index (as defined below).

(2) If such rate is no longer displayed on the page described in (1) above, or is not so displayed by 3:00 p.m., New York City time, on the applicable Dividend Determination Date, then the 10-year Treasury CMT for such Dividend Determination Date will be such treasury constant maturity rate for the Designated CMT Maturity Index as is published in H.15(519).

(3) If such rate is no longer displayed on the page described in (2) above, or if not published by 3:00 p.m., New York City time, on the applicable Dividend Determination Date, then the 10-year Treasury CMT for such Dividend Determination Date will be such constant maturity treasury rate for the Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity Index) for the applicable Dividend Determination Date with respect to such dividend reset date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Bloomberg interest rate page most nearly corresponding to the Telerate Page 7051 and published in H.15(519).

(4) If such information described in (3) above is not provided by

3:00 p.m., New York City time, on the applicable Dividend Determination Date, then the

10-year Treasury CMT for such Dividend Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market offered rates as of approximately 3:30 p.m., New York City time, on such Dividend Determination Date reported, according to their written records, by three leading primary United States government securities dealers in The City of New York (each, a “Reference Dealer”) (from Citigroup Global Markets Inc., Lehman Brothers Inc., J.P. Morgan Securities Inc., Credit Suisse First Boston LLC and UBS Securities LLC, or their successors (provided that if two or more of the foregoing combine by merger or some other means, then the number of Reference Dealers whose quotes will be considered shall be reduced accordingly), and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct non-callable fixed rate obligations of the United States (“Treasury Debentures”) with an original maturity of

approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year.

(5) If the Calculation Agent is unable to obtain three such Treasury Debentures quotations described in (4) above, then the 10-year Treasury CMT for the applicable Dividend Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offered rates as of approximately 3:30 p.m., New York City time, on the applicable Dividend Determination Date of three Reference Dealers in The City of New York (from Citigroup Global Markets Inc., Lehman Brothers Inc., J.P. Morgan Securities Inc., Credit Suisse First Boston LLC and UBS Securities LLC, or their successors (provided that if two or more of the foregoing combine by merger or some other means, then the number of Reference Dealers whose quotes will be considered shall be reduced accordingly), and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury

Debentures with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least $100 million.

(6) If three or four (and not five) of such Reference Dealers are quoting as set forth in (4) and (5) above, then the 10-year Treasury CMT will be based

on the arithmetic mean of the offered rates obtained and neither the highest nor lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as set forth above, then the 10- year Treasury CMT with respect to the applicable Dividend Determination Date will remain the 10-year Treasury CMT for the immediately preceding dividend period. If two Treasury Debentures with an original maturity as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT

Maturity Index, then the quotes for the Treasury Debentures with the shorter remaining term to maturity will be used.

(v) The “30-year Treasury CMT” has the meaning specified under the definition of 10-year Treasury CMT, except that the Designated CMT Maturity Index for the 30- year Treasury CMT shall be 30 years.

(vi) The 3-month LIBOR Rate, the 10-year Treasury CMT and the 30-year

Treasury CMT shall each be rounded to the nearest hundredth of a percent.

(vii) The Applicable Rate with respect to each dividend period will be calculated as promptly as practicable by the Calculation Agent according to the appropriate method described above.

(viii) Other Definitions. As used in this Section 1, the following terms shall have the following meanings:

(1) “Bloomberg” means Bloomberg Financial Markets Commodities

News.

(2) “Business Day” means a day other than (i) a Saturday or

Sunday; (ii) a day on which banks in New York, New York are authorized or obligated

by law or executive order to remain closed; or (iii) a day on which our principal executive office is closed for business.

(3) “Calculation Agent” means Wells Fargo Bank, N.A., or any other firm appointed by us, acting as calculation agent.

(4) “Calendar Period” means a period of 180 calendar days.

(5) “Designated CMT Maturity Index” means the original period to maturity of the U.S. Treasury securities (10 years) with respect to which the 10-year Treasury CMT will be calculated.

(6) “Dividend Determination Date” means the second Business Day immediately preceding the first day of the relevant dividend period.

(7) “Telerate Page 3750” means the display designated on page

3750 on MoneyLine Telerate (or such other page as may replace the 3750 page on the service or such other service as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. Dollars deposits).

(8) “Telerate Page 7051” means the display on MoneyLine Telerate (or any successor service), on such page (or any other page as may replace such page on that service), for the purpose of displaying Treasury Constant Maturities as reported in H.15(519).

(c) So long as any shares of Series A Preference Stock shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series A Preference Stock), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless dividends have been declared and paid or set apart on the Series A Preference Stock for the then-current quarterly dividend period; provided, however, that the foregoing dividend preference shall not be cumulative and shall not in any way create any claim or right in favor of the Holders of Series A Preference Stock in the event that dividends have not been declared or paid or set apart on the Series A Preference Stock in respect of any prior dividend period. If the full dividend on the Series A Preference Stock is not paid for any quarterly dividend period, the Holders of Series A Preference Stock will have no claim in respect of the unpaid amount so long as no dividend (other than those referred to above) is paid on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series A Preference Stock) for such dividend period.

(d) The Board may, in its discretion, choose to pay dividends on the Series A Preference Stock without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series A Preference Stock).

(e) No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series A Preference Stock for any period unless full dividends have been declared and paid or set apart for payment on the Series A Preference Stock for the then-current quarterly dividend period. When dividends are not paid in full upon the Series A

Preference Stock and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series A Preference Stock, all dividends declared upon shares of Series A Preference Stock and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per share of Series A Preference Stock and all such other stock will in all cases bear to each other the same ratio that accrued dividends per share of Series A Preference Stock (but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(f) No dividends may be declared or paid or set apart for payment on any shares of Series A Preference Stock if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, prior to the Series A Preference Stock.

(g) Holders of Series A Preference Stock will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2. Liquidation Rights

(a) Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding shares of the Series A Preference Stock will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series A Preference Stock), the Liquidation Value per share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly dividend period accrued to but excluding the date of such liquidation payment, but without accumulation of unpaid dividends on the Series A Preference Stock for prior dividend periods.

(b) If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series A Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Series A Preference Stock, the assets will be distributed to the Holders of Series A Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative preferred stock, accumulation of unpaid dividends for prior dividend periods).

(c) Notwithstanding the foregoing, Holders of Series A Preference Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, prior to the Series A Preference Stock have been paid all amounts to which such classes or series are entitled.

(d) Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be

deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this

Section 2.

(e) After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders of Series A Preference Stock will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series A Preference Stock shall have no voting rights except as set forth in this

Section 3 or as otherwise provided by California law:

(a) So long as any shares of Series A Preference Stock are outstanding, the consent of the Holders of at least a majority of the Series A Preference Stock at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series A Preference Stock; or

(ii) the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series A Preference Stock.

provided, however, that no such consent of the Holders of the Series A Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all shares of Series A Preference Stock at the time

outstanding.

(b) On matters requiring their consent, the Holders of Series A Preference Stock will be entitled to one vote per share.

4. Redemption

(a) The Series A Preference Stock shall not be redeemable prior to April 30, 2010. On or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series A Preference Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, but without accumulation of unpaid dividends on the Series A Preference Stock for prior dividend periods; provided, however that any redemption that would reduce the principal amount of the Series A Preference Stock outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If less than all of the outstanding shares of Series A Preference Stock are to be redeemed, the Corporation will select the

shares to be redeemed from the outstanding shares not previously called for redemption by lot or pro rata

(as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b) In the event the Corporation shall redeem any or all of the Series A Preference Stock as aforesaid, the Corporation will give notice of any such redemption to Holders of Series A Preference Stock not more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder of Series A Preference Stock shall not affect the validity of the proceedings for the redemption of shares of any other Holder of Series A Preference Stock being redeemed.

(c) Notice having been given as herein provided, from and after the redemption date, dividends on the Series A Preference Stock called for redemption shall cease to accrue and such Series A Preference Stock called for redemption will no longer be deemed outstanding, and all rights of the

Holders thereof will cease.

(d) The Series A Preference Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders of Series A Preference Stock will have no right to require redemption of any shares of Series A Preference Stock.

(e) Any shares of Series A Preference Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f) If the Corporation shall deposit on or prior to any date fixed for redemption of Series A Preference Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest.

(g) Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

5. Rank

The Series A Preference Stock shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a) junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series A Preference Stock with respect to

payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the

Corporation;

(b) equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series A Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c) senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the

Series A Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on April 20, 2005.

Robert C. Boada Robert C. Boada

Vice President and Treasurer

Mary C. Simpson Mary C. Simpson

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on April 20,

2005.

Robert C. Boada Robert C. Boada

Mary C. Simpson Mary C. Simpson

EXHIBIT F

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES B PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Executive Committee of the Board of Directors at a meeting duly held on September 14, 2005, in the City of Rosemead, State of California, at which meeting a quorum was present and acting throughout, did duly adopt the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series B Preference Stock, consisting of 2,000,000 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 2,000,000 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series B Preference Stock”; and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a) The holders of record of the Series B Preference Stock (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, or a duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash dividends which will accrue from and including September 21, 2005 and will be payable on September 30, December 31, March 31 and June 30 of each year (each, a “Dividend Payment Date”), commencing December 31, 2005, at the annual rate of

6.125% of the Liquidation Preference. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series B Preference Stock for the initial dividend period and any period less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such period. “Liquidation Preference” means $100 per share of Series B Preference Stock.

(b) So long as any shares of Series B Preference Stock shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series B Preference Stock), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless dividends have been declared and paid or set apart on the Series B Preference Stock for the then-current quarterly dividend period; provided, however, that the foregoing dividend preference shall not be cumulative and shall not in any way create any claim or right in favor of the Holders of Series B Preference Stock in the event that dividends have not been declared or paid or set apart on the Series B Preference Stock in respect of any prior dividend period. If the full dividend on the Series B Preference Stock is not paid for any quarterly dividend period, the Holders of Series B Preference Stock will have no claim in respect of the unpaid amount so long as no dividend (other than those referred to above) is paid on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series B Preference Stock) for such dividend period.

(c) The Board may, in its discretion, choose to pay dividends on the Series B Preference Stock without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series B Preference Stock).

(d) No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series B Preference Stock for any period unless full dividends have been declared and paid or set apart for payment on the Series B Preference Stock for the then-current quarterly dividend period. When dividends are not paid in full upon the Series B Preference Stock and all other classes or series of stock of the Corporation, if any, ranking, as to the

payment of dividends, equally with the Series B Preference Stock, all dividends declared upon shares of Series B Preference Stock and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per share of Series B Preference Stock and all such other stock will in all cases bear to each other the same ratio that accrued dividends per share of Series B Preference Stock (but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(e) No dividends may be declared or paid or set apart for payment on any shares of Series B Preference Stock if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, prior to the Series B Preference Stock.

(f) Holders of Series B Preference Stock will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2. Liquidation Rights

(a) Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding shares of the Series B Preference Stock will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series B Preference Stock), the Liquidation Value per share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly dividend period accrued to but excluding the date of such liquidation payment, but without accumulation of unpaid dividends on the Series B Preference Stock for prior dividend periods.

(b) If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series B Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Series B Preference Stock, the assets will be distributed to the Holders of Series B Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative preferred stock, accumulation of unpaid dividends for prior dividend periods).

(c) Notwithstanding the foregoing, Holders of Series B Preference Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, prior to the Series B Preference Stock have been paid all amounts to which such classes or series are entitled.

(e) After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders of Series B Preference Stock will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series B Preference Stock shall have no voting rights except as set forth in this

Section 3 or as otherwise provided by California law:

(a) So long as any shares of Series B Preference Stock are outstanding, the consent of the Holders of at least a majority of the Series B Preference Stock at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to

be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series B Preference Stock; or

provided, however, that no such consent of the Holders of the Series B Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all shares of Series B Preference Stock at the time outstanding.

(b) On matters requiring their consent, the Holders of Series B Preference Stock will be entitled to one vote per share.

4. Redemption

(a) The Series B Preference Stock shall not be redeemable prior to September 30,

2010. On or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series B Preference Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, but without accumulation of unpaid dividends on the Series B Preference Stock for prior dividend periods; provided, however that any redemption that would reduce the principal amount of the Series B Preference Stock outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If less than all of the outstanding shares of Series B Preference Stock are to be redeemed, the Corporation will select the shares to be redeemed from the outstanding shares not previously called for redemption by lot or pro rata (as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b) In the event the Corporation shall redeem any or all of the Series B Preference Stock as aforesaid, the Corporation will give notice of any such redemption to Holders of Series B Preference Stock not more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder of Series B Preference Stock shall not affect the validity of the proceedings for the redemption of shares of any other Holder of Series B Preference Stock being redeemed.

(c) Notice having been given as herein provided, from and after the redemption date, dividends on the Series B Preference Stock called for redemption shall cease to accrue and such Series B Preference Stock called for redemption will no longer be deemed outstanding, and all rights of the

Holders thereof will cease.

(d) The Series B Preference Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders of Series B Preference Stock will have no right to require redemption of any shares of Series B Preference Stock.

(e) Any shares of Series B Preference Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f) If the Corporation shall deposit on or prior to any date fixed for redemption of Series B Preference Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest.

5. Rank

The Series B Preference Stock shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(b) equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series B Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c) senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the

Series B Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on September 14, 2005.

Thomas M. Noonan Thomas M. Noonan

Senior Vice President and Chief

Financial Officer

Mary C. Simpson Mary C. Simpson

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on September 14, 2005.

Thomas M. Noonan Thomas M. Noonan

Mary C. Simpson Mary C. Simpson

EXHIBIT G

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES C PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 17, 2005, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series C Preference Stock, consisting of 2,000,000 shares, none of the shares of such series

having been issued:

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a) The holders of record of the Series C Preference Stock (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, or a duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash dividends which will accrue from and including January 24, 2006, and will be payable on January 31, April 30, July 31 and October 31 of each year (each, a “Dividend Payment Date”), commencing April 30, 2006, at the annual rate of 6.00% of the Liquidation Preference. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as

though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series C Preference Stock for the initial dividend period and any period less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such period. “Liquidation Preference” means $100 per share of Series C Preference Stock.

(b) So long as any shares of Series C Preference Stock shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series C Preference Stock), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless dividends have been declared and paid or set apart on the Series C Preference Stock for the then-current quarterly dividend period; provided, however, that the foregoing dividend preference shall not be cumulative and shall not in any way create any claim or right in favor of the Holders of Series C Preference Stock in the event that dividends have not been declared or paid or set apart on the Series C Preference Stock in respect of any prior dividend period. If the full dividend on the Series C Preference Stock is not paid for any quarterly dividend period, the Holders of Series C Preference Stock will have no claim in respect of the unpaid amount so long as no dividend (other than those referred to above) is paid on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series C Preference Stock) for such dividend period.

(c) The Board may, in its discretion, choose to pay dividends on the Series C Preference Stock without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series C Preference Stock).

(d) No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series C Preference Stock for any period unless full dividends have been declared and paid or set apart for payment on the Series C Preference Stock for the then-current quarterly dividend period. When dividends are not paid in full upon the Series C Preference Stock and all other classes or series of stock of the Corporation, if any, ranking, as to the

payment of dividends, equally with the Series C Preference Stock, all dividends declared upon shares of Series C Preference Stock and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per share of Series C Preference Stock and all such other stock will in all cases bear to each other the same ratio that accrued dividends per share of Series C Preference Stock (but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(e) No dividends may be declared or paid or set apart for payment on any shares of Series C Preference Stock if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, prior to the Series C Preference Stock.

(f) Holders of Series C Preference Stock will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2. Liquidation Rights

(a) Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding shares of the Series C Preference Stock will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series C Preference Stock), the Liquidation Value per share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly dividend period accrued to but excluding the date of such liquidation payment, but without accumulation of unpaid dividends on the Series C Preference Stock for prior dividend periods.

(b) If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series C Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Series C Preference Stock, the assets will be distributed to the Holders of Series C Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative preferred stock, accumulation of unpaid dividends for prior dividend periods).

(c) Notwithstanding the foregoing, Holders of Series C Preference Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, prior to the Series C Preference Stock have been paid all amounts to which such classes or series are entitled.

(e) After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders of Series C Preference Stock will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series C Preference Stock shall have no voting rights except as set forth in this

Section 3 or as otherwise provided by California law:

(a) So long as any shares of Series C Preference Stock are outstanding, the consent of the Holders of at least a majority of the Series C Preference Stock at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon

which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the

purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series C Preference Stock; or

provided, however, that no such consent of the Holders of the Series C Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all shares of Series C Preference Stock at the time outstanding.

(b) On matters requiring their consent, the Holders of Series C Preference Stock will be entitled to one vote per share.

4. Redemption

(a) The Series C Preference Stock shall not be redeemable prior to January 31, 2011. On or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series C Preference Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, but without accumulation of unpaid dividends on the Series C Preference Stock for prior dividend periods; provided, however that any redemption that would reduce the principal amount of the Series C Preference Stock outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If less than all of the outstanding shares of Series C Preference Stock are to be redeemed, the Corporation will select the

shares to be redeemed from the outstanding shares not previously called for redemption by lot or pro rata

(as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b) In the event the Corporation shall redeem any or all of the Series C Preference Stock as aforesaid, the Corporation will give notice of any such redemption to Holders of Series C Preference Stock not more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder of Series C Preference Stock shall not affect the validity of the proceedings for the redemption of shares of any other Holder of Series C Preference Stock being redeemed.

(c) Notice having been given as herein provided, from and after the redemption date, dividends on the Series C Preference Stock called for redemption shall cease to accrue and such Series C Preference Stock called for redemption will no longer be deemed outstanding, and all rights of the

Holders thereof will cease.

(d) The Series C Preference Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders of Series C Preference Stock will have no right to require redemption of any shares of Series C Preference Stock.

(e) Any shares of Series C Preference Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f) If the Corporation shall deposit on or prior to any date fixed for redemption of Series C Preference Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest.

5. Rank

The Series C Preference Stock shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(b) equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series C Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c) senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the

Series C Preference Stock with respect to payment of dividends and distribution of assets upon

liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on January 17, 2006.

Robert C. Boada Robert C. Boada

Vice President

Mary C. Simpson Mary C. Simpson

Assistant Treasurer

Robert C. Boada Robert C. Boada

Mary C. Simpson Mary C. Simpson

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES D PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of

that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on

March 7, 2011, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series D Preference Stock, consisting of 1,250,000 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 1,250,000 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series D Preference Stock”; and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a) The holders of record of the Series D Preference Stock (each individually a “Holder”, or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends which will accrue from and including March 10, 2011, and will be payable on March 1, June 1, September 1 and December 1 of each year (each, a “Dividend Payment Date”),

commencing June 1, 2011, at the annual rate of 6.50% of the Liquidation Preference. Such dividends shall be cumulative without compounding from the date of issue whether or not earned or declared. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase

to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series D Preference Stock for the initial dividend period and any period less than a full dividend period will be computed on the basis of a

360-day year consisting of twelve 30-day months and the actual number of days elapsed in such period. “Liquidation Preference” means $100 per share of Series D Preference Stock.

(b) So long as any shares of Series D Preference Stock shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series D Preference Stock), whether in cash or

property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series D Preference Stock for the then-current quarterly dividend and all past quarterly dividend periods shall have been declared and paid or set apart.

(c) The Board may, in its discretion, choose to pay dividends on the Series D Preference Stock without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series D Preference Stock).

(d) No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series D Preference Stock for any period unless full dividends have been declared and paid or set apart for payment on the Series D Preference Stock for the then-current quarterly dividend period and all past quarterly dividend periods. When dividends are not paid in full upon the Series D Preference Stock and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series D Preference Stock, all dividends declared upon shares of Series D Preference Stock and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per share of Series D Preference Stock and all such other stock will in

all cases bear to each other the same ratio that accrued dividends per share of Series D Preference Stock (but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(e) No dividends may be declared or paid or set apart for payment on any shares of Series D Preference Stock if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series D Preference Stock.

(f) Holders of Series D Preference Stock will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2. Liquidation Rights

Series D Preference Stock), the Liquidation Preference per share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly dividend period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series D Preference Stock for all past quarterly dividend periods.

(b) If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series D Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Series D Preference Stock, the assets will be distributed to the Holders of Series D Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c) Notwithstanding the foregoing, Holders of Series D Preference Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series D Preference Stock have been paid all amounts to which such classes or series are entitled.

(e) After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders of Series D Preference Stock will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series D Preference Stock shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a) So long as any shares of Series D Preference Stock are outstanding, the consent of the Holders of at least a majority of the Series D Preference Stock at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series D Preference Stock; or

provided, however, that no such consent of the Holders of the Series D Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all shares of Series D Preference Stock at the time outstanding.


(b)	On matters requiring their consent, the Holders of Series D Preference Stock will be entitled to one vote per share.

4. Redemption

(a) The Series D Preference Stock shall not be redeemable prior to

March 1, 2016. On or after that date, subject to the notice provisions set forth in Section

4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series D Preference Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, plus

unpaid dividends on the Series D Preference Stock for all past quarterly dividend periods, if any; provided, however that any redemption that would reduce the principal amount of the Series D Preference Stock outstanding to $50 million or less in the aggregate would

be restricted to a redemption in whole only. If less than all of the outstanding shares of Series D Preference Stock are to be redeemed, the Corporation will select the shares to be redeemed from the outstanding shares not previously called for redemption by lot or pro rata (as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b) In the event the Corporation shall redeem any or all of the Series D Preference Stock as aforesaid, the Corporation will give notice of any such redemption to Holders of Series D Preference Stock not more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder of Series D Preference Stock shall not affect the validity of the proceedings for the redemption of shares of any other Holder of Series D Preference Stock being redeemed.

(c) Notice having been given as herein provided, from and after the redemption date, dividends on the Series D Preference Stock called for redemption shall cease to accrue and such Series D Preference Stock called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d) The Series D Preference Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders of Series D Preference Stock will have no right to require redemption of any shares of Series D Preference Stock.

(e) Any shares of Series D Preference Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f) If the Corporation shall deposit on or prior to any date fixed for redemption of Series D Preference Stock, with any bank or trust company having a capital,

surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding,

and the Holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest.

5. Rank

The Series D Preference Stock shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(b) equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series D Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c) senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series D Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on March 7, 2011.

/s/ Robert C. Boada

_____________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

______________________________

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on March 7, 2011.

/s/ Robert C. Boada

_____________________________

Robert C. Boada

/s/ George T. Tabata

______________________________

George T. Tabata

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES E PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 11, 2012, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series E Preference Stock, consisting of 250,000 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 250,000 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series E Preference Stock” (the “Shares”).

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a) The holders of record of the Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the

Board of Directors of the Corporation (the “Board”), in its sole discretion out of funds legally available therefor, cumulative cash dividends at a rate equal to (1) 6.250% per annum of the Liquidation Preference for each semi-annual dividend period from the issue date of the Shares to, but excluding, February 1, 2022 (the “Fixed Rate Period”), and (2) the three-month LIBOR rate plus 4.199% per annum of the Liquidation Preference, for each quarterly dividend period from February 1, 2022 through the redemption date of the Shares, if any (the “Floating Rate Period”). Such dividends shall be cumulative without compounding or interest from the date of issue whether or not earned or declared. “Liquidation Preference” means $1,000 per Share.

(i) The dividend rate for each dividend period in the Floating Rate Period will be determined by the Calculation Agent (as defined below) using three-month LIBOR as in effect on the second London banking day prior to the beginning of the dividend period, which date is the “dividend determination date” for the dividend period. The Calculation Agent then will add three-month LIBOR as determined on the dividend determination date and the applicable spread set forth above. Absent manifest error, the Calculation Agent’s determination of the dividend rate for a dividend period for the Shares will be binding and conclusive. A “London banking day” is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. The term “three-month LIBOR” means the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on the relevant dividend determination date. If no offered rate appears on Reuters screen page “LIBOR01” on the relevant dividend determination date at approximately 11:00 a.m., London time, then the Calculation Agent, after consultation with the Corporation, will select four major banks in the London interbank market and will request each of their principal London offices to

provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, three-month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest

.00001 of 1%) of the quotations provided. Otherwise, the Calculation Agent will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the dividend determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable dividend period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, three-month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided. Otherwise, three-month

LIBOR for the next dividend period will be equal to three-month LIBOR in effect for the then-current dividend period. “Calculation Agent” means Wells Fargo Bank, N.A., or another firm appointed by the Corporation, acting as Calculation Agent.

(b) When, as and if declared by the Board, during the Fixed Rate Period, we will pay dividends on the Shares semi-annually, in arrears, on February 1 and August 1 of each year, beginning on August 1, 2012 and ending on February 1, 2022, and during the Floating Rate Period, we will pay dividends on the Shares quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each year, beginning on May 1, 2022 (each such date, a “Dividend Payment Date”). If any date on which dividends would otherwise be payable is not a Business Day, then the Dividend Payment Date will be the next Business Day without any adjustment to the amount of dividends paid. A “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York, or Los Angeles, California

are closed.

(c) A dividend period is the period from and including a Dividend Payment Date to but excluding the next Dividend Payment Date, except that the initial dividend period will commence on and include the original issue date of the Shares. Dividends payable on the Shares for the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the Shares for the Floating Rate Period will be computed based on the actual number of days in a dividend period and a 360-day year. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward.

(d) Dividends will be payable to Holders on the applicable record date, which shall be a date not exceeding 60 days before the applicable payment date as shall

be fixed by the Board.

(e) So long as any Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Shares for the then-current dividend period and all past dividend periods shall have been declared and paid or set apart.

(f) The Board may, in its discretion, choose to pay dividends on the Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Shares).

(g) No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the

Shares for any period unless full dividends have been declared and paid or set apart for payment on the Shares for the then-current dividend period and all past dividend periods. When dividends are not paid in full upon the Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Shares, all dividends declared upon the Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per Share of Series E Preference Stock and all such other stock will in all cases bear to each other the same ratio that accrued dividends per share of Series E Preference Stock (but without, in the case of non- cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(h) No dividends may be declared or paid or set apart for payment on any Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Shares.

(i) The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2. Liquidation Rights

(a) Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for

the then-current dividend period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Shares for all past dividend periods.

(b) If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series E Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Shares, the assets will be distributed to the

Holders of Series E Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or

winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Shares have been paid all amounts to which such classes or series are entitled.

(e) After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a) So long as any Shares are outstanding, the consent of the Holders of at least a majority of the Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Shares; or

(ii) the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Shares.

provided, however, that no such consent of the Holders of the Series E Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Shares at the time outstanding.

(b) On matters requiring their consent, the Holders will be entitled to one vote per share.

4. Redemption

(a) The Shares shall not be redeemable prior to February 1, 2022. On or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Shares, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, plus unpaid dividends on the Shares for all

past dividend periods, if any; provided, however that any redemption that would reduce the Liquidation Preference of the Shares outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If less than all of the outstanding Shares are to be redeemed, the Corporation will select the Shares to be redeemed from the outstanding Shares not previously called for redemption by lot or pro rata (as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b) In the event the Corporation shall redeem any or all of the Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Shares of any other Holder being redeemed.

(c) Notice having been given as herein provided, from and after the redemption date, dividends on the Shares called for redemption shall cease to accrue and such Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d) The Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Shares.

(e) Any Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f) If the Corporation shall deposit on or prior to any date fixed for redemption of Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Shares, the redemption price thereof, then from and after the date of such deposit

(although prior to the date fixed for redemption) such Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding,

and the Holders thereof shall cease to be shareholders with respect to such Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Shares without interest.

5. Rank

The Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(b) equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c) senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on January 11, 2012.

/s/ Robert C. Boada

__________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

___________________________

George T. Tabata

Assistant Treasurer

/s/ Robert C. Boada

___________________________

Robert C. Boada

/s/ George T. Tabata

___________________________

George T. Tabata

CERTIFICATE OF INCREASE IN AUTHORIZED SHARES OF SERIES E PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of

50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 11, 2012 resolutions authorizing and providing for the creation of a series of shares of Preference Stock to be known as Series E Preference Stock, such series initially consisting of 250,000 shares.

THIRD: Acting pursuant to the authority designated in the Articles and delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 30, 2012, the following resolutions designating an additional 100,000 shares of Preference Stock as Series E Preference Stock, with the result that the Corporation shall now have authorized an aggregate of 350,000 shares of Series E Preference Stock, all of which shall constitute a single series of Preference Stock:

“NOW, THEREFORE, BE IT RESOLVED, that an additional 100,000 shares of the presently authorized but unissued Preference Stock, no par value, are hereby determined to be and shall be of a series of said Preference Stock designated as the “Series E Preference Stock.”

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series shall be as set forth in the Certificate of Determination of Preferences of the Series E Preference Stock, and all such shares shall constitute a single series of Preference Stock.”

FOURTH: The first two paragraphs of the SECOND section of the Certificate of Determination of Preferences of the Series E Preference Stock are hereby amended and restated in their entirety to read as follows:

“SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors has duly adopted the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series E Preference Stock, consisting of 350,000 shares:

NOW, THEREFORE, BE IT RESOLVED, that 350,000 shares of the presently authorized but unissued Preference Stock, no par value, are hereby determined to be and shall be of a series of said Preference Stock hereby designated as the "Series E Preference Stock" (the "Shares")."

FIFTH: The number of shares of Series E Preference Stock outstanding is 250,000 and the amount of the increase in the number of shares constituting Series E Preference Stock is 100,000.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on January 30, 2012.

/s/ Robert C. Boada Robert C. Boada

Vice President

/s/ George T. Tabata George T. Tabata

Assistant Treasurer

/s/ Robert C. Boada Robert C. Boada

/s/ George T. Tabata George T. Tabata

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES F PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on May 11, 2012, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series F Preference Stock, consisting of 200,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 200,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series F Preference Stock” (the “Series F Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series F Shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a) The holders of record of the Series F Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends which will accrue from and including May 17, 2012, and, if declared, will be payable on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”), commencing September 15, 2012, at the annual rate of 5.625% of the Liquidation Preference. Such dividends shall be cumulative from the date of issue whether or not earned or declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series F Shares not paid on a Dividend Payment Date and accrued. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series F Shares for any period from but including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that Dividends payable on the Series F Shares for the initial Dividend Period

and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period. “Liquidation Preference” means $2,500.00 per share of the Series F Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(b) Dividends will be payable to Holders as of the applicable record date, which record date

shall be fixed by the Board and shall be a date not exceeding 60 days before the applicable payment date. Dividends not declared with respect to a specific Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c) So long as any Series F Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series F Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series F Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d) The Board may, in its discretion, choose to pay dividends on the Series F Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series F Shares).

(e) No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series F Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series F Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series F Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series F Shares, all dividends declared upon the Series F Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series F Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series F Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f) No dividends may be declared or paid or set apart for payment on any Series F Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series F Shares.

(g) The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest or dividends, or any sum in lieu thereof, on or in respect of any dividend payment or other payment on the Series F Shares which may be in arrears.

2. Liquidation Rights

(a) Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series F Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series F Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series F Shares for all past quarterly Dividend Periods, if any.

(b) If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series F Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series F Shares, the assets will be distributed to the Holders of Series F Shares and holders of all such other stock pro rata , based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c) Notwithstanding the foregoing, Holders of Series F Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series F Shares have been paid all amounts to which such classes or series are entitled.

(e) After payment to the Holders of Series F Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series F Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a) So long as any Series F Shares are outstanding, the consent of the Holders of at least a majority of the Series F Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Corporation’s Restated Articles of Incorporation which

would adversely affect the rights, preferences, privileges or restrictions of the Series F Shares; or

(ii) the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series F Shares.

provided, however, that no such consent of the Holders of Series F Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series F Shares at the time outstanding.

(b) On matters requiring their consent, the Holders will be entitled to one vote per Share.

4. Redemption

(a) The Series F Shares shall be redeemable (i) at the option of the Corporation at any time or from time to time on or after June 15, 2017 (an “Optional Redemption”) and (ii) at the option of the Corporation exercisable prior to June 15, 2017, if the Holder of all the Series F Shares is SCE Trust I or another Delaware

statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”). Subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation (y) may redeem the Series F Shares, in whole or in part, in the event of an Optional Redemption and (z) may redeem the Series F Shares in whole but not in part upon occurrence of a Special Event Redemption, in each case out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per Share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series F Shares for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series F Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series F Shares to be

redeemed from the outstanding Series F Shares not previously called for redemption by lot or pro rata .

(b) In the event the Corporation shall redeem any or all of the Series F Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series F Shares of any other Holder being redeemed.

(c) Notice having been given as herein provided, from and after the redemption date, dividends on the Series F Shares called for redemption shall cease to accrue and such Series F Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d) The Series F Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series F Shares.

(e) Any Series F Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter

be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f) If the Corporation shall deposit on or prior to any date fixed for redemption of the Series F Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series F Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series F Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series F Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series F Shares to the Holders thereof and thereafter said Series F Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series F Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Series F Shares without interest.

(h) For purposes of this Certificate of Determination of Preferences, “Investment Company Event” and “Tax Event” shall have the meanings ascribed to such terms in the Declaration of Trust of SCE Trust I, a Delaware statutory trust (the “Trust”), to be dated as of May 17, 2012, by and among Southern California Edison Company, as Sponsor, the Trustees identified therein and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

5. Rank

The Series F Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(b) equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series F Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c) senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series F Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California

on May 11, 2012.

/s/ Robert C. Boada Robert C. Boada

Vice President

/s/ George T. Tabata George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on May 11, 2012.

/s/ Robert C. Boada Robert C. Boada

/s/ George T. Tabata George T. Tabata

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES G PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 23, 2013, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series G Preference Stock, consisting of 160,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 160,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series G Preference Stock” (the “Series G Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series G Shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a) The holders of record of the Series G Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends which will accrue from and including January 29, 2013, and, if declared, will be payable on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”), commencing June 15, 2013, at the annual rate of 5.10% of the Liquidation Preference. Such dividends shall be cumulative from the date of issue whether or not earned or declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series G Shares not paid on a Dividend Payment Date and accrued. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series G Shares for any period from but including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that Dividends payable on the Series G Shares for the initial Dividend Period and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months. “Liquidation Preference” means $2,500.00 per share of the Series G Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(b) Dividends will be payable to Holders as of the applicable record date, which record date shall be fixed by the Board and shall be a date not exceeding 60 days before the applicable payment date. Dividends not declared with respect to a specific Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c) So long as any Series G Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series G Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series G Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d) The Board may, in its discretion, choose to pay dividends on the Series G Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series G Shares).

(e) No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series G Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series G Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series G Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series G Shares, all dividends declared upon the Series G Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series G Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series G Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f) No dividends may be declared or paid or set apart for payment on any Series G Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series G Shares.

2. Liquidation Rights

(a) Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series G Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series G Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid

dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the

Series G Shares for all past quarterly Dividend Periods, if any.

(b) If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series G

Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series G Shares, the assets will be distributed to the Holders of Series G Shares and holders of all such other stock pro rata , based on the full

respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c) Notwithstanding the foregoing, Holders of Series G Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series G Shares have been paid all amounts to which such classes or series are entitled.

(e) After payment to the Holders of Series G Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the

Corporation to which they are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series G Shares shall have no voting rights except as set forth in this

Section 3 or as otherwise provided by California law:

(a) So long as any Series G Shares are outstanding, the consent of the Holders of at least a majority of the Series G Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series G Shares; or

(ii) the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series G Shares.

provided, however, that no such consent of the Holders of Series G Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series G Shares at the time outstanding.

(b) On matters requiring their consent, the Holders will be entitled to one vote per Share.

4. Redemption

(a) The Series G Shares shall be redeemable (i) at the option of the Corporation at any time or from time to time on or after March 15, 2018 (an “Optional Redemption”) and (ii) at the option of the Corporation exercisable prior to March 15,

2018, if the Holder of all the Series G Shares is SCE Trust II or another Delaware statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”). Subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation (y) may redeem the Series G Shares, in whole or in part, in the event of an Optional Redemption and (z) may redeem the Series G Shares in whole but not in part upon occurrence of a Special Event Redemption, in each case out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per Share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series G Shares for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series G Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series G Shares to be redeemed from the outstanding Series G Shares not previously called for redemption by lot or pro rata .

(b) In the event the Corporation shall redeem any or all of the Series G Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series G Shares of any other Holder being redeemed.

(c) Notice having been given as herein provided, from and after the redemption date, dividends on the Series G Shares called for redemption shall cease to accrue and such Series G Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d) The Series G Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series G Shares.

(e) Any Series G Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f) If the Corporation shall deposit on or prior to any date fixed for redemption of the Series G Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series G Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series G Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series G Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from

and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series G Shares to the Holders thereof and thereafter said Series G Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series G Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Series G Shares without interest.

undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

5. Rank

The Series G Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(b) equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series G Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c) senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series G Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on January 24, 2013.

/s/ Robert C. Boada

_________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

__________________________

George T. Tabata

Assistant Treasurer

/s/ Robert C. Boada

___________________________

Robert C. Boada

/s/ George T. Tabata

____________________________

George T. Tabata

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES H PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on February 27, 2014, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series H Preference Stock, consisting of 110,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 110,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series H Preference Stock” (the “Series H Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series H Shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a) The holders of record of the Series H Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends at an annual rate equal to (1) 5.75% of the Liquidation Preference for each Dividend Period (as defined below) from, and including, the issue date of the Series H Shares to, but excluding, March 15, 2024 (the “Fixed Rate Period”), and (2) the three- month LIBOR rate plus 2.99% of the Liquidation Preference, for each Dividend Period from, and including, March 15, 2024 through, but excluding, the redemption date of the Series H Shares, if any (the “Floating Rate Period”). When, as and if declared by the Board, we will pay dividends on the Series H Shares quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”), commencing June 15, 2014. Such dividends shall be cumulative from the date of issue whether or not earned or declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series H Shares not paid on a Dividend Payment Date and accrued. If a Dividend Payment Date during the Fixed Rate Period is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. If any Dividend Payment Date during the Floating Rate Period is not a Business Day, the related dividend (if declared) will be payable on the next succeeding Business Day, with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment, unless that day falls in the next calendar month, in which case the Dividend Payment Date will be the immediately preceding Business Day. Dividends payable on the Series H Shares for any period from but including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that Dividends payable on the Series H Shares for the initial Dividend Period and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months. Dividends payable on the Series H Shares for any Dividend Period during the Floating Rate Period will be computed based on the actual number of days in a Dividend Period and a 360-day year. “Liquidation Preference” means $2,500.00 per share of the Series H Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(i) The dividend rate for each Dividend Period in the Floating Rate Period will be determined by the Calculation Agent (as defined below) using three-month LIBOR as in effect on the second London Business Day (as defined below) prior to the beginning of the applicable

Dividend Period, which date is the “Dividend Determination Date” for the

Dividend Period. The Calculation Agent then will add 2.99% to three-

month LIBOR as determined on the Dividend Determination Date. Absent manifest error, the Calculation Agent’s determination of the dividend rate for a Dividend Period in the Floating Rate Period for the Series H Shares will be binding and conclusive.

(ii) The term “three-month LIBOR” means (a) the offered quotation to leading banks in the London interbank market for three- month dollar deposits as defined by the British Bankers’ Association (or its successor in such capacity, such as NYSE Euronext Rate Administration Ltd.) and calculated by their appointed calculation agent and published, as such rate appears: (i) on the Reuters Monitor Money Rates Service Page LIBOR01 (or a successor page on such service) or (ii) if such rate is not available, on such other information system that

provides such information, in each case as of 11:00 a.m. (London time) on the Dividend Determination Date, (b) if no such rate is so published, then the rate for the Dividend Determination Date shall be the arithmetic mean (rounded to five decimal places, with 0.000005 being rounded upwards) of the rates for three-month dollar deposits quoted to the Calculation Agent

as of 11:00 a.m. (London time) on the Dividend Determination Date; it being understood that at least two such quotes must have been so provided to the Calculation Agent, or (c) if LIBOR cannot be determined on the Dividend Determination Date using the foregoing methods, then the LIBOR for the relevant dividend period shall be the LIBOR as determined using the foregoing methods for the first day before the Dividend Determination Date on which LIBOR can be so determined. “Reuters Monitor Money Rates Service Page LIBOR01” means the display designated on page “LIBOR01” on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks). “London Business Day” means any day on

which dealings in deposits in U.S. dollars are transacted in the London interbank market. “Calculation Agent” means Wells Fargo Bank, N.A., or another firm appointed by the Corporation, acting as Calculation Agent

(iii) All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred- thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to

9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

(b) Dividends will be payable to Holders as of the applicable record date, which record date shall be fixed by the Board and shall be a date not exceeding 60

days before the applicable payment date. Dividends not declared with respect to a specific

Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c) So long as any Series H Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series H Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor

may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series H Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d) The Board may, in its discretion, choose to pay dividends on the Series H Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series H Shares).

(e) No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series H Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series H Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series H Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series H Shares, all dividends declared upon the Series H Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series H Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series H Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f) No dividends may be declared or paid or set apart for payment on any Series H Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series H Shares.

2. Liquidation Rights

(a) Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series H Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series H Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid

dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the

Series H Shares for all past quarterly Dividend Periods, if any.

(b) If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series H Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series H Shares, the assets will be distributed to the Holders of Series H Shares and holders of all such other stock pro rata , based on the full

respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c) Notwithstanding the foregoing, Holders of Series H Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series H Shares have been paid all amounts to which such classes or series are entitled.

(e) After payment to the Holders of Series H Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the

Corporation to which they are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series H Shares shall have no voting rights except as set forth in this

Section 3 or as otherwise provided by California law:

(a) So long as any Series H Shares are outstanding, the consent of the Holders of at least a majority of the Series H Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i) any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series H Shares; or

(ii) the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series H Shares.

provided, however, that no such consent of the Holders of Series H Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series H Shares at the time outstanding.

(b) On matters requiring their consent, the Holders will be entitled to one vote per Share.

4. Redemption

(a) The Series H Shares shall be redeemable (i) at the option of the Corporation at any time or from time to time on or after March 15, 2024 (an “Optional Redemption”) and (ii) at the option of the Corporation exercisable prior to March 15,

2024, if the Holder of all the Series H Shares is SCE Trust III or another Delaware statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”). Subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation (y) may redeem the Series H Shares, in whole or in part, in the event of an Optional Redemption and (z) may redeem the Series H Shares in whole but not in part upon occurrence of a Special Event Redemption, in each case out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per Share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series H Shares for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series H Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series H Shares to

be redeemed from the outstanding Series H Shares not previously called for redemption by lot or pro rata .

(b) In the event the Corporation shall redeem any or all of the Series H Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series H Shares of any other Holder being redeemed.

(c) Notice having been given as herein provided, from and after the redemption date, dividends on the Series H Shares called for redemption shall cease to accrue and such Series H Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d) The Series H Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series H Shares.

(e) Any Series H Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f) If the Corporation shall deposit on or prior to any date fixed for redemption of the Series H Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series H Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series H Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series H Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from

and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series H Shares to the Holders thereof and thereafter said Series H Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series H Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Series H Shares without interest.

(h) For purposes of this Certificate of Determination of Preferences, “Investment Company Event” and “Tax Event” shall have the meanings ascribed to such

terms in the Declaration of Trust of SCE Trust III, a Delaware statutory trust (the “Trust”), to be dated as of March 6, 2014, by and among Southern California Edison Company, as Sponsor, the Trustees identified therein and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

5. Rank

The Series H Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(b) equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series H Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c) senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series H Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on February 27, 2014.

/s/ Robert C. Boada

__________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

___________________________

George T. Tabata

Assistant Treasurer

/s/ Robert C. Boada

___________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

___________________________

George T. Tabata

Assistant Treasurer

Exhibit 10.1

EDISON INTERNATIONAL AND SOUTHERN CALIFORNIA EDISON COMPANY

DIRECTOR COMPENSATION SCHEDULE

As Adopted June 19, 2014

Effective July 1, 2014 and except as otherwise provided below, non-employee Directors of Edison International (“EIX”) and/or Southern California Edison Company (“SCE”) will receive the annual retainers, meeting fees, meeting expenses and equity-based awards described below as compensation for serving as a Director. The equity-based award provisions described below are effective for Directors elected or reelected on or after the date of the EIX and SCE 2015 annual shareholders’ meeting.

Directors who are employees of EIX or SCE shall not receive additional compensation for serving as Directors (other than participation in the EIX Director Matching Gifts Program). Directors who serve on both the EIX Board and the SCE Board, and their corresponding Board Committees, will not receive additional compensation, including additional meeting fees for SCE Board, Board Committee and business meetings held concurrently or consecutively with a corresponding EIX Board, Board Committee or business meeting.

Annual Retainers

Board Retainer - Each Director will receive an annual board retainer of $65,000 to be paid in advance in quarterly installments of $16,250 for any calendar quarter or portion thereof during which the individual serves as a Director.

Board Committee Chair Retainer - Each Director who serves as the Chair of a Board Committee will receive an annual retainer of $10,000, except the Director who serves as the Chair of the Audit Committee will receive an annual retainer of $20,000 and the Director who serves as the Chair of the Compensation and Executive Personnel Committee will receive an annual retainer of $15,000. The Committee Chair retainers shall be paid in advance in equal quarterly installments for any calendar quarter or portion thereof during which the Director serves as a Committee Chair.

Lead Director Retainer - Each Director who serves as the lead director of the non‑employee and/or independent Director executive sessions of the Board shall receive an annual retainer of $25,000. The retainer shall be paid in advance in equal quarterly installments for any calendar quarter or portion thereof during which the Director serves as a Lead Director.

The quarterly retainer installments will be paid on the first business day of the calendar quarter. Initial quarterly retainer installments will be paid as soon as possible following the date of the election.

Meeting Fees

Each Director will receive $2,000 for each regular meeting, adjourned regular meeting or special meeting of the Board attended by the Director, for each regular meeting, adjourned regular meeting or special meeting of a Committee attended by the Director as a member of the Committee, and for each business meeting attended at the request or invitation of the Chairman of the Board, or in the case of Committee meetings, at the request or invitation of the Chairman of the Board in consultation with the Committee Chair, on behalf of the corporation in his or her capacity as a Director. Each Director shall receive only one meeting fee for any concurrent meeting attended by the Director, including concurrent meetings of different Board Committees. Full meeting fees will be paid if the Director attends any portion of any meeting.

No additional meeting fee shall be paid when the non-employee or independent members of the Board meet in executive session immediately before, during or immediately after Board meetings.

Meeting fees will be paid on the first business day of either the first or second month following the month in which the meeting occurred.

Meeting Expenses

Reasonable expenses incurred by a Director to attend Board meetings, Committee meetings, or business meetings attended on behalf of the corporation in his or her capacity as a Director will be promptly reimbursed upon presentation of a statement of the expenses to the Secretary. ¹

Equity-Based Awards ²

Equity-based awards (“Awards”) will be granted under and subject to the terms of the EIX 2007 Performance Incentive Plan or a successor plan (the “Plan”), except that any award payable in cash will be deemed paid outside of the Plan. The Awards consist of

__________________________

To the extent any expense reimbursements provided for in this Director Compensation Schedule are taxable to a Director and provide for a deferral of compensation within the meaning of Section 409A of the Internal Revenue Code, the Director shall complete all steps required for reimbursement so as to facilitate payment, and any such reimbursements shall be paid to the Director on or before December 31 of the calendar year following the calendar year in which the expense was incurred. Such reimbursements shall not be subject to liquidation or exchange for other benefits, and the expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year.

With respect to equity-based awards approved and granted under current and prior compensation plans by prior resolutions of the EIX Board, this Director Compensation Schedule does not alter the intent of such resolutions to have the awards and subsequent transactions by the Directors occurring pursuant to the awards continue to comply with and be exempt under Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder (or any successor provision thereto).

fully vested Edison International deferred stock units (“DSUs”) and/or Edison International common stock (“Common Stock”). DSUs represent the value of one share of Common Stock and will be credited to the Director’s account under the EIX Director Deferred Compensation Plan and subject to the terms of that plan. DSUs include dividend equivalent rights that are converted to additional DSUs. The number of DSUs or shares of Common Stock awarded to a Director in any particular instance will be calculated by dividing the applicable equity award amount to be granted on that date (expressed in dollars and determined as set forth below, the “Award Amount”) by the fair market value of a share of Common Stock as of that date, rounded up to the nearest whole share. Fair market value for these purposes shall be determined in accordance with the Plan. Each Award will be subject to terms and conditions approved in advance by the Board.

Initial Election Award - Upon the initial election of a Director to the Board, the Director will receive an award of DSUs with an aggregate Award Amount of $125,000, the date of grant of which shall be the date of such election.

Annual Reelection Award - Each Director reelected to the Board will receive Common Stock and/or DSUs with an aggregate Award Amount of $125,000, the date of grant of which shall be the date of such reelection. The portion of the award to be granted in Common Stock and/or DSUs shall be specified in advance by the Director as provided in the next paragraph.

Prior to the year the Annual Reelection Award is granted, the Director may elect to receive the award entirely in shares of Common Stock, entirely in DSUs, or in any combination of each, except that if a fractional share would result, the Common Stock portion will be rounded up to the next whole share and the DSU portion will be rounded down to the next whole DSU. If no such election is timely made by the Director for a particular year, the Director’s Annual Reelection Award (if any) for that year will be entirely Common Stock.

EIX Affiliate Boards - SCE non-employee Directors who do not serve on the EIX Board will receive Awards equal in amount to EIX non-employee Directors if the SCE Board authorizes such compensation. Differing amounts of SCE Awards, and Awards for non‑employee directors of other EIX affiliates, may only be made with additional approval of the EIX Board.

Matching Gift Program

Directors of EIX and SCE are eligible to participate in the EIX Director Matching Gifts Program.

Exhibit 10.2

EDISON INTERNATIONAL

2008 DIRECTOR DEFERRED COMPENSATION PLAN

Amended and Restated Effective June 19, 2014

PREAMBLE

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

This Plan applies to amounts arising from board compensation earned after December 31, 2004, and is intended 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 directors in the Plan.

Beneficiary means the person or persons or entity designated as such in accordance with Article 6 of the Plan.

Board means the Board of Directors of EIX.

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

Company means the Affiliate the Participant serves as a director.

Contingent Event means the Participant’s Disability or death while serving on an Affiliate board 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.

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. Effective with calendar year 2015, 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 September 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 3 of the Plan.

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

Deferred Stock Unit means a bookkeeping entry linked to shares of EIX Common Stock on a one-for-one basis. Deferred Stock Units may be credited to a Participant’s Deferral Account as a result of an award under the Equity Compensation Plan, 2007 Performance Incentive Plan or any successor plan or Dividend Equivalents on such an award. Deferred Stock Units will be payable in shares of EIX Common Stock on a one-for-one basis, or to the extent determined by the Board in the terms applicable to a particular Deferred Stock Unit award, in cash equal to the value of such shares of EIX Common Stock.

Disability means the Participant 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.

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 Director means a non-employee director of an Affiliate who (i) is a U.S. director or an expatriate who is based and paid in the U.S., and (ii) is designated by the Company as eligible to participate in the Plan (subject to the restrictions in Section 7 . 2 of the Plan).

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

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

Plan means the EIX 2008 Director 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 4.1.

Retainers and Fees means retainers and meeting fees which would be paid to a Participant as an Eligible Director for the Plan Year before reductions for deferrals under the Plan.

Retirement means a Separation from Service after attaining age 55 with at least 5 years of board service.

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

Similar Plan means a plan required to be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c)(2)(i).

Termination of Service means the voluntary or involuntary Separation from Service for any reason other than Retirement or death.

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 last day of the month in which the final day of board service falls prior to Separation from Service, unless distribution is scheduled or required to commence on a date other than the first day of the month following Separation from Service, in which latter case Valuation Date means the day before a distribution is scheduled or required to commence.

ARTICLE 2
DEFERRAL ELECTIONS

2.1 Elections

(a) Retainers and Fees. An Eligible Director may elect to participate in the Plan and defer Retainers and Fees by submitting a Deferral Election to the Administrator specifying the whole percentage of Retainers and Fees to be deferred prior to the beginning of the Plan Year during which the Eligible Director performs the services for which such Retainers and Fees are to be earned. Notwithstanding the foregoing, an individual who first becomes an Eligible Director during a Plan Year may make an initial Deferral Election for deferral of Retainers and Fees under this Plan within thirty days after the date the individual becomes an Eligible Director, provided that such Eligible Director has not previously become eligible to participate in this or any Similar Plan. Any such election will apply to Retainers and Fees earned for services performed after the election is submitted to the Administrator. Once made, a Deferral Election (including any election regarding time and form of payment) will continue to apply for

subsequent Deferral Periods unless (i) the Eligible Director submits a new Deferral Election during a subsequent enrollment period changing the deferral amount or revoking the existing election, or (ii) the Participant is not an Eligible Director on the last day of a subsequent enrollment period.

(b) Deferred Stock Units. If upon initial election to the Board, an Eligible Director receives an award of Deferred Stock Units made under the 2007 Performance Incentive Plan or any successor plan, such Deferred Stock Units shall be credited to this Plan. An Eligible Director may elect to receive Deferred Stock Units rather than shares of Common Stock upon board re-election by submitting a Deferral Election to the Administrator prior to the beginning of the Plan Year in which re-election occurs. Once made, a Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless (i) the Eligible Director submits a new Deferral Election during a subsequent enrollment period changing the deferral percentage or revoking the existing election or (ii) the Participant is not an Eligible Director on the last day of a subsequent enrollment period.


2.2	Vesting

Amounts deferred under this Article 2 and any earnings thereon will be 100% vested at all times.

ARTICLE 3
DEFERRAL ACCOUNTS


3.1	Deferral Accounts

Solely for record keeping purposes, the Administrator will maintain a Deferral Account for each Participant with such subaccounts as the Administrator or its record keeper finds necessary or convenient in the administration of the Plan.


3.2	Timing of Credits

(a) Retainer and Fee Deferrals. The Administrator will credit to the Participant's Deferral Account the Retainer and Fee Deferrals at the time such amounts would otherwise have been paid to the Participant but for the Deferral Election.

(b) Deferred Stock Units. The Administrator will credit Deferred Stock Units to the Participant’s Deferral Account as of the effective date of any award of Deferred Stock Units under the 2007 Performance Incentive Plan or any successor plan.

(i) The Administrator will credit interest at the Crediting Rate to the Participant's Deferral Account on a daily basis, compounded annually.

(ii) The Administrator will credit a Dividend Equivalent for each Deferred Stock Unit credited to the Participant’s Deferral Account on the EIX common stock ex-dividend date each quarter. Dividend Equivalents so credited will be converted into additional Deferred Stock Units based on the closing price of EIX Common Stock on that date as reported by Bloomberg Professional Service. Fractional Dividend Equivalents and Deferred Stock Units will be credited.


3.3	Statement of Accounts

The Administrator will periodically either provide or make available to each Participant a statement setting forth the balance of the Deferral Account maintained for the Participant.

ARTICLE 4
PAYMENT ELECTIONS


4.1	Primary Payment Election

As part of a Deferral Election, a Participant may make a Primary Payment Election specifying the payment schedule for each subaccount that will be created as a result of the Deferral Election. The choices available for a Primary Payment Election are as follows:

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

(b) A single lump sum; or

(d) Any combination of the preceding three choices.

Payments under this Primary Payment Election may commence upon (i) the first day of a specified month and year that may be no later than the month and year in which the Participant attains age 75; (ii) the Participant’s Retirement; or (iii) the first day of the month that is a specified number of months following the Participant’s Retirement or the first day of a specified month a specified number of years following the calendar year in which Retirement occurs (provided that if the date otherwise determined pursuant to this clause (iii) is later than the month and year in which the Participant attains age 75, the date pursuant to this clause (iii) shall be the later of the Participant’s Retirement or the month and year in which the Participant attains age 75).

Subject to Section 4.5, lump sum payments or initial installment payments will be made within 60 days of the scheduled dates. 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 of cash, the installments will be paid in amounts that will amortize the Deferral Account or subaccount balance with interest credited at the Crediting Rate over the period of time benefits are to be paid. For purposes of calculating installments, the Deferral Account or subaccount will be valued as of December 31 each year, and the subsequent installments will be 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 each month 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 single lump sum upon the Participant’s Retirement (or, if earlier, the Participant’s death or Disability).


4.2	Contingent Payment Election

As part of a Deferral Election, a Participant may make a Contingent Payment Election for each of the Contingent Events of (1) the Participant’s death during service on an Affiliate board, (2) the Participant’s Disability during service on an Affiliate board and (3) Termination of Service, for each subaccount that will be created as a result of the Deferral Election, which Contingent Payment Election will take effect upon the first Contingent Event, if any, that occurs before the Participant’s Retirement (if the Participant specified a payment schedule determined by reference to Retirement in Section 4.1) or the first day of a specified month and year elected by the Participant pursuant to Section 4.1. The choices available for the Contingent Payment Election are those specified in Section 4.1 except that the references to Retirement shall instead refer to the applicable Contingent Event.

If the Participant has made no Contingent Payment Election and a Contingent Event occurs prior to Retirement (if the Participant specified a payment schedule determined by reference to Retirement in Section 4.1) or the first day of a specified month and year elected by the Participant pursuant to Section 4.1, 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 month in which the Contingent Event occurs. If the Participant has made neither a Contingent Payment Election nor a Primary Payment Election and a Contingent Event occurs prior to Retirement, the Payment Election shall be deemed to be a single lump sum upon the Participant’s Contingent Event.


4.3	Changes to Payment Elections

Participants may change a Primary Payment Election or Contingent Payment Election, including a deemed Payment Election, after the period allowed for the initial Deferral Election by submitting a new written Payment Election to the Administrator in the manner prescribed by 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 payments for a period of at least five years from the date that the lump sum would have been paid or installment payments would have commenced under the prior Payment Election and (3) the election shall not be effective until twelve months after it is submitted to the Administrator. If at the time a new Payment Election is submitted, 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 Section 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 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 any provision of this Plan to the contrary, if a Participant is reasonably determined to be a “specified employee” as defined in Code Section 409A and 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 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 Code Section 409A 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 Participant’s Deferral Account 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	Special Increase

This Section 5.2 applies as to any Participant who was first an Eligible Director in this Plan on or before December 31, 2008. If any such Participant’s death occurs within the first ten years following the date on which he or she was first an Eligible Director, the balance existing on the date of the Participant’s death, but excluding the portion of the balance derived from Deferred Stock Units and from Dividend Equivalents associated with stock options, shall be doubled. The doubled balance will be paid out according to the payment schedule elected or deemed elected according to Article 4. For the avoidance of doubt, the death benefit provided in this Section 5.2 is intended as a separate plan within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(c).

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 event of the Participant's death. The Beneficiary designation will be effective when it is submitted to the Administrator during the Participant's lifetime in accordance with procedures established by the Administrator.

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 benefits under this Plan and no contingent Beneficiary has been designated by the Participant, any remaining payments will be paid 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 Distribution

A Participant 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 cease any on-going deferrals and accelerate distributions of benefits under the Plan in the amount reasonably necessary to alleviate the Unforeseeable Emergency. If a distribution is to be made to a Participant on account of an Unforeseeable Emergency, the Participant may not make deferrals under the Plan until one entire Plan Year following the Plan Year in which a distribution based on an Unforeseeable Emergency was made has elapsed.


7. 3	No Right to Assets

The benefits paid under the Plan will be paid from the general funds of the Company, and the Participant and any Beneficiary will be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder. Neither the Participant nor the Beneficiary will have a claim to benefits from any other Affiliate. Amounts of compensation deferred by Participants pursuant to this Plan accrue as liabilities of the participating Affiliate at the time of the deferral under the terms and conditions set forth herein. By electing to defer compensation under the Plan, Participants consent to EIX sponsorship of the Plan, but acknowledge that EIX is not a guarantor of the benefit obligations of other participating Affiliates. Each participating Affiliate is responsible for payment of the accrued benefits under the Plan with respect to its own Eligible Directors subject to the terms and conditions set forth herein.


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 Company 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 director tax requirements applicable to the 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. The Administrator will interpret and construe the Plan and the prior version of the Plan to comply with Section 409A of the Code. All decisions of the Administrator will be final and binding.


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	Amendment of Plan

Subject to the terms of Section 9 . 3, EIX may at any time amend the Plan in whole or in part, provided, however, that the amendment (i) will not decrease the balance of the Participant's Deferral Account at the time of the amendment and (ii) will not retroactively decrease the applicable Crediting Rates of the Plan prior to the time of the amendment. EIX may amend the Crediting Rates of the Plan prospectively, in which case the Administrator will notify the Participant of the amendment in writing within 30 days after the amendment.


9. 2	Termination of Plan

Subject to the terms of Section 9 . 3, EIX may at any time terminate the Plan. If EIX terminates the Plan, distributions to the Participants or their Beneficiaries shall be made on the dates on which the Participants or Beneficiaries would receive benefits hereunder without regard to the termination of the Plan except that payments may be made upon termination of the Plan if the requirements for accelerated payment under Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) are satisfied.


9. 3	Amendment or Termination after Change in Control

Notwithstanding the foregoing, EIX will not amend or terminate the Plan without the prior written consent of affected Participants for a period of two calendar years following a Change in Control of EIX (as defined in the EIX 2008 Executive Severance Plan) and will not thereafter amend or terminate the Plan in any manner which affects any Participant (or Beneficiary of a deceased Participant) who commences receiving payment of benefits under the Plan prior to the end of the two-year period following a Change in Control.


9. 4	Exercise of Power to Amend or Terminate

EIX's power to amend or terminate the Plan will be exercisable by the Board.

ARTICLE 10
CLAIMS AND REVIEW PROCEDURES


10 . 1	Claims Procedure

(a) 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 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	Dispute Arbitration

(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 10.2 shall be the sole remedy available to a claimant after he or she has exhausted the claim and review procedures set forth in Section 10.1. Furthermore, exhaustion by the claimant of the claim and review procedures set forth in Section 10.1 is a mandatory prerequisite for binding arbitration under this Section 10.2. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Section 10.1 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.

(b) After a claimant has exhausted the claim and review procedures set forth in Section 10.1, if the 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 may submit his or her claim to final and binding arbitration under this Section 10.2.

Any arbitration under this Section 10.2 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Section 10.1 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if a Change in Control (as defined in the EIX 2008 Executive Severance Plan) occurs, then a claim review decision rendered by the Administrator within the three years following the Change in Control shall, if it is challenged by the claimant in

accordance with this Section 10.2, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto, and may be enforced by any court of competent jurisdiction. All costs unique to arbitration (e.g., the Arbitrator’s fees and room fees) shall be paid by the Administrator. The parties shall otherwise bear their own costs (e.g., attorneys’ fees, expert fees, witness fees, etc.). If, however, any party prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, then the Arbitrator may award reasonable fees and costs to the prevailing party.

ARTICLE 11
MISCELLANEOUS


11 . 1	Successors

The rights and obligations of EIX and the Companies under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of EIX and the Companies, respectively.


11 . 2	Trust

The Companies will be responsible for the payment of all benefits under the Plan. At their discretion, the Companies 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 a Company’s share of the assets thereof will be subject to the claims of the Company’s creditors. Benefits paid to the Participant from any such trust will be considered paid by the Company for purposes of meeting the obligations of the Company under the Plan.


11 . 3	Service Not Guaranteed

Nothing contained in the Plan nor any action taken hereunder will be construed as a contract of service or as giving any Participant any right to continue in service as a director of EIX or any other Affiliate.


11 . 4	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.


11 . 5	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 . 6	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 . 7	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 . 8	Applicable Law

The Plan will be governed and construed in accordance with the laws of California.


11 . 9	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.


11.10	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 amended and restated Plan effective the 19 ^th day of June, 2014.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

__________________________________________

Jacqueline Trapp

Director, Executive Talent and Rewards

Exhibit 10.3

EDISON INTERNATIONAL

DIRECTOR DEFERRED COMPENSATION PLAN

As Amended Effective June 19, 2014

PREAMBLE

Edison International Director Deferred Compensation Plan benefits are available to Eligible Directors of Edison International and its participating affiliates. Amounts of compensation deferred by Participants pursuant to this Plan accrue as liabilities of the participating Affiliate at the time of the deferral under the terms and conditions set forth herein. By electing to defer compensation under the Plan, Participants consent to Edison International sponsorship of the Plan, but acknowledge that Edison International is not a guarantor of the benefit obligations of other participating Affiliates. Each participating Affiliate is responsible for payment of the accrued benefits under the Plan with respect to its own Eligible Directors subject to the terms and conditions set forth herein.

This Plan applies to deferrals of compensation that were earned and vested prior to January 1, 2005.

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 the Company.

Affiliate means Edison International or any corporation or entity which (i) along with Edison International, 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 directors in the Plan.

Annual Deferral means the amount of Compensation which the Participant elects to defer for a Plan Year pursuant to Articles 2 and 3 of the Plan.

Beneficiary means the person or persons or entity designated as such in accordance with Article 12 of the Plan.

Board means the Board of Directors of Edison International.

Change of Control means either: (i) the dissolution or liquidation of Edison International or a Company; (ii) a reorganization, merger or consolidation of Edison International or a Company with one or more corporations as a result of which Edison International or a Company is not the surviving corporation; (iii) approval by the stockholders of Edison International or a Company of

any sale, lease, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of Edison International or a Company; (iv) approval by the stockholders of Edison International or a Company of any merger or consolidation of Edison International or a Company, in which the holders of voting stock of Edison International or a Company immediately before the merger or consolidation will not own 50% or more of the outstanding voting shares of the continuing or surviving corporation immediately after the merger or consolidation; or (v) a change of at least 51% (rounded to the next whole person) in the membership of the Board of Directors of Edison International or a Company within a 24‑month period, unless the election or nomination for election by stockholders of each new director within the period was approved by the vote of at least 85% (rounded to the next whole person) of the directors then still in office who were in office at the beginning of the twenty‑four‑month period, except that any replacement of directors who are employees of Edison International or a Company, with other employees of Edison International or a Company, will be disregarded and not be considered a change in membership. Notwithstanding the foregoing, any reorganization, merger or consolidation of a Company with Edison International or another Company will be disregarded and not be considered a Change of Control.

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

Company means the Affiliate the Participant serves as a director.

Compensation means the sum of the all retainers and meeting fees which would be paid to a Participant as an Eligible Director for the Plan Year before reductions for deferrals under the Plan.

Crediting Rate means the rate at which interest will be credited to Participant Deferral Accounts. The rate will be determined annually in advance of the calendar year and will be equal to the average annual Moody’s Corporate Bond Yield for Baa Public Utility Bonds for the sixty months preceding November 1st of the prior year. Effective with calendar year 2015, 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 sixty months preceding September 1st of the prior year. Edison International reserves the right to prospectively change the Crediting Rate.

Deferral Account means the notional account comprised of Compensation deferrals and Deferred Stock Units established for record keeping purposes for a Participant pursuant to Article 5 of the Plan.

Deferral Period means the Plan Year covered by a valid Participation 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 Participation Election.

Deferred Stock Unit means a bookkeeping entry linked to shares of Edison International Common Stock on a one-for-one basis. Deferred Stock Units may be credited to a Participant’s account as a result of an award under the Equity Compensation Plan or Dividend Equivalents on such an award.

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

Financial Hardship means an unexpected and unforeseen financial disruption arising from an illness, casualty loss, sudden financial reversal, or other such unforeseeable occurrence as determined by the Administrator or its designee. Needs arising from foreseeable events such as the purchase of a residence or education expenses for children will not, alone, be considered a Financial Hardship.

Participant means an Eligible Director who has elected to participate and has completed a Participation Election pursuant to Section 2 . 1 of the Plan or has received an award of Deferred Stock Units under the Edison International Equity Compensation Plan which has been credited under this Plan.

Participation Election means the Participant's written election to defer Compensation under the Plan submitted on the form prescribed by the Administrator for that purpose.

Plan means the Edison International Director Deferred Compensation Plan.

Plan Year means the calendar year.

Retirement means a separation from service after attaining age 55 with at least 5 years of service.

Scheduled Withdrawal means a distribution of all or a portion of the entire amount of Annual Deferrals and earnings credited to the Participant's Compensation Deferral Account as elected by the Participant pursuant to the provisions of Article 9 of the Plan.

Termination for Cause means the Termination of Service of the Participant upon willful failure by the Participant to substantially perform his or her duties for the Company or the willful engaging by the Participant in conduct which is injurious to the Company, monetarily or otherwise.

Termination of Service means the voluntary or involuntary cessation of the Participant's service as a member of the Board of Directors of a Company for any reason other than Retirement or death. Termination of Service will not be deemed to have occurred for purposes of this Plan if the Participant continues to serve on the Board of Directors of another participating Affiliate, or commences such service within 30 days.

Unscheduled Withdrawal means a distribution of all or a portion of the entire amount of Annual Deferrals and earnings credited to the Participant's Compensation Deferral Account as requested by the Participant pursuant to the provisions of Article 9 of the Plan.

Valuation Date means the last day of the month in which Termination of Service, Retirement or death occurs, or the day before a Scheduled Withdrawal or Unscheduled Withdrawal occurs.

ARTICLE 2
PARTICIPATION


2.1	Commencement

(a) An Eligible Director will become a Participant in the Plan on the first day of the month coincident with or next following the date the director becomes an Eligible Director, provided the Eligible Director has submitted to the Administrator a Participation Election prior to that date. Except for directors who become newly eligible during the Plan Year, the Participation Election must be submitted to the Administrator during the enrollment period designated by the Administrator which will always be prior to the commencement of the Plan Year.

(b) An Eligible Director will also become a Participant upon any award of Deferred Stock Units made under the Edison International Equity Compensation Plan and credited to this Plan.


2.2	Annual Deferral

Subject to the restrictions in Article 3, the Eligible Director will designate his or her Annual Deferral for the covered Plan Year on the Participation Election.


2.3	Continuation of Participation

Participation will continue as long as the Participant has a Deferral Account balance under the Plan.

ARTICLE 3
DIRECTOR DEFERRALS


3.1	Participation Election

Eligible Directors may elect to make an Annual Deferral under the Plan by submitting a Participation Election during the applicable enrollment period. The Participation Election will designate the percentage of Compensation, in whole percentage increments that the Participant wishes to defer pursuant to the terms of the Plan. Once made, a Participation Election will continue to apply for subsequent Deferral Periods unless the Participant submits a new Participation Election form during a subsequent enrollment period changing the deferral amount or revoking the existing election. A Participation Election may be revoked by the Participant upon 30 days written notice to the Administrator; however, such Participant will be ineligible to make an Annual Deferral under the Plan for the following Plan Year.


3.2	Minimum Annual Deferral

The minimum Annual Deferral for a Plan Year is 10% of the Participant's Compensation.


3.3	Maximum Annual Deferral

The maximum Annual Deferral for a Plan Year is 100% of the Participant's Compensation.


3.4	Deferred Stock Units

The Company will credit the Participant’s account with any Deferred Stock Unit award approved by the Board pursuant to the Equity Compensation Plan.


3.5	Vesting

Amounts deferred under this Article 3 and any earnings thereon will be 100% vested at all times.

ARTICLE 4
DEFERRAL ACCOUNTS


4.1	Deferral Accounts

Solely for record keeping purposes, the Administrator will maintain Deferral Accounts for Compensation and Deferred Stock Units for each Participant with such subaccounts as the Administrator or its record keeper find necessary or convenient in the administration of the Plan.


4.2	Timing of Credits

(a) Annual Deferrals. The Administrator will credit the Annual Deferrals to the Participant's Compensation Deferral Account at the time such amounts would otherwise have been paid to the Participant but for the Participation Election.

(b) Deferred Stock Units. The Administrator will credit Deferred Stock Units to the Participant’s Deferred Stock Unit Deferral Account as of the effective date of any award of Deferred Stock Units under the Equity Compensation Plan.

(i) The Administrator will credit interest at the Crediting Rate to the Participant's Compensation Deferral Account on a daily basis, compounded annually.

(ii) The Administrator will credit a Dividend Equivalent for each Deferred Stock Unit credited to the Participant’s Deferred Stock Unit Deferral Account on the Edison International common stock ex-dividend date each quarter. Dividend Equivalents so credited will be converted into additional Deferred Stock Units based on the closing price of Edison International Common Stock on that date as reported in the Western Edition of the Wall Street Journal . Fractional Dividend Equivalents and Deferred Stock Units will be credited.

(d) Statement of Accounts. The Administrator will periodically provide to each Participant a statement setting forth the balance of the Deferral Account maintained for the Participant.

ARTICLE 5
RETIREMENT BENEFITS


5.1	Amount

(a) Deferred Compensation. Upon Retirement, the Company will pay to the Participant a retirement benefit in the form provided in Section 5.2(a), based on the balance of the Compensation Deferral Account as of the Valuation Date. If paid as a lump sum, the retirement

benefit will be equal to the Compensation Deferral Account balance. If paid in installments, the installments will be paid in amounts that will amortize the Compensation Deferral Account balance with interest credited at the Crediting Rate over the period of time benefits are to be paid. For purposes of calculating installments, the Compensation Deferral Account will be valued as of December 31 each year, and the subsequent installments will be adjusted for the next Plan Year according to procedures established by the Administrator to reflect changes in the Crediting Rate.

(b) Deferred Stock Units. Upon Retirement, the Company will pay to the Participant a retirement benefit in the form provided in Section 5.2(b), based on the balance of the Deferred Stock Unit Deferral Account as of the Valuation Date. If paid as a lump sum, the retirement benefit will be equal to the Deferred Stock Unit Deferral Account balance. If paid in installments, the installments will be paid in amounts that will amortize the Deferred Stock Unit Deferral Account balance with Dividend Equivalents credited over the period of time benefits are to be paid. For purposes of calculating installments, the Deferred Stock Unit Deferral Account will be valued as of December 31 each year, and the subsequent installments will be adjusted for the next Plan Year according to procedures established by the Administrator to reflect any changes in the Dividend Equivalent crediting rate.


5.2	Form of Retirement Benefits

(a) Compensation Deferrals. The Participant may elect on the Participation Election form to have the retirement benefit attributable to Compensation deferrals paid in cash:


(i)	In a lump sum,


(ii)	In installments paid monthly over a period of 60, 120, or 180 months, or


(iii)	In a lump sum of a portion of the Deferral Account upon Retirement with the balance in installments paid monthly over a period of 60, 120, or 180 months.

If no valid election is made, the Administrator will pay the retirement benefit in installments over a 180 month period. Participants may change the form of payout by written election filed with the Administrator; provided, however, that if the Participant files the election less than 13 months prior to the date of Retirement, the payout election in effect 13 months prior to the date of Retirement will govern.

(b) Deferred Stock Units. The balance in the Deferred Stock Unit Deferral Account will be paid in cash in a lump sum. Notwithstanding the foregoing, distributions will be made in the form of Edison International Common Stock for Participants who are Eligible Directors on or after May 14, 2002 except any fractional share will be paid in cash. At least six months prior to retirement, the Participant may request distribution in annual installments over 5, 10, or 15 years subject to approval of the Board.


5.3	Commencement of Benefits

Payments will commence within 60 days after the date the Participant retires, or attains age 55, whichever is later.


5.4	Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion:

(a) pay the benefits in a single lump sum if the sum of all benefits payable to the Participant is less than or equal to $3,500.00, or

(b) reduce the number of installments elected by the Participant to 120 or 60 if necessary to produce a monthly benefit of at least $300.00.

ARTICLE 6
TERMINATION BENEFITS


6.1	Amount

No later than 60 days following a Termination of Service, the Administrator will pay to the Participant a termination benefit as of the Valuation Date equal to (i) the balance of the Compensation Deferral Account, and (ii) the balance of the Deferred Stock Unit Deferral Account.


6.2	Form of Termination Benefits

(a) The Administrator will pay the termination benefits in a single lump sum unless the Participant has previously elected payment to be made in three annual installments. Installments paid under this Section 6.2(a) will include interest at the Crediting Rate and will be redetermined annually to reflect adjustments in that rate.

(b) The Administrator will pay the Deferred Stock Unit Deferral Account termination benefit in a single lump sum cash payment. For Participants who are Eligible Directors on or after May 14, 2002, the payment will be in Edison International Common Stock except any fractional share will be paid in cash.

(c) Notwithstanding the foregoing, any Termination for Cause will result in payment of the Compensation Deferral Account in a single lump sum payment of cash.

ARTICLE 7
SURVIVOR BENEFITS


7.1	Pre-Retirement Survivor Benefit

If the Participant dies while actively serving on the board of directors of an Affiliate, the Administrator will pay a pre-retirement survivor benefit to the Participant's Beneficiary. With respect to the Compensation Deferral Account, the Administrator will pay a lump sum in cash or commence monthly installments in accordance with the Participant’s prior election within 60 days after the Participant's death. The payment(s) will be based on the Participant's Compensation Deferral Account balance as of the Valuation Date; provided however, that if the Participant's death occurs within ten years of (i) the date he or she became an Eligible Director, or (ii) January 1, 1995, whichever is later, then the Beneficiary's payment(s) will be based on

twice the Participant's Compensation Deferral Account balance as of the Valuation Date. With respect to Deferred Stock Units, the Administrator will pay a lump sum in Edison International Common Stock based on the Deferred Stock Unit Deferral Account balance as of the Valuation Date within 60 days after the Participant’s death except any fractional share will be paid in cash. No doubling will apply to the Deferred Stock Unit Deferral Account.


7.2	Post-Retirement Survivor Benefit

If the Participant dies after Retirement, the Administrator will pay a post-retirement survivor benefit to the Participant's Beneficiary in an amount equal to the remaining benefits payable to the Participant from the Compensation Deferral Account under the Plan over the same period the benefits would have been paid to the Participant; provided however, if the Participant's death occurs within ten years of (i) the date he or she became an Eligible Director, or (ii) January 1, 1995, whichever is later, then the Beneficiary's death benefit will be based on twice the Participant's Compensation Deferral Account balance as of the Valuation Date. In the event the Deferred Stock Unit Deferral Account Balance has not yet been paid to the Participant, the Administrator will pay a lump sum in cash as of the Valuation Date within 60 days after the Participant’s death. For Participants who are Eligible Directors on or after May 14, 2002, the payment will be in Edison International Common Stock except any fractional share will be paid in cash. No doubling will apply to the Deferred Stock Unit Deferral Account.


7.3	Post-Termination Survivor Benefit

It the Participant dies following Termination of Service, but prior to the payment of all benefits under the Plan, the Beneficiary will be paid the remaining balance in the Participant’s Deferral Account in a lump sum. For Participants who are Eligible Directors on or after May 14, 2002, any balance remaining in the Deferred Stock Unit Deferral Account will be paid in a lump sum in Edison International Common Stock except any fractional share will be paid in cash. No double benefit will apply.


7.4	Changing Form of Benefit

Beneficiaries may petition the Administrator once, and only after the death of the Participant, for a change in the form of survivor Benefits. The Administrator may, in its sole and absolute discretion, choose to grant or deny such a petition.


7.5	Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion:

(a) pay the benefits in a single lump sum if the sum of all benefits payable to the Beneficiary is less than or equal to $3,500.00, or

(b) reduce the number of installments elected by the Participant to 120 or 60 if necessary to produce a monthly benefit of at least $300.00.

ARTICLE 8
CHANGE OF CONTROL

Within two years after a Change of Control, any Participant or Beneficiary in the case of an Edison International Change of Control, or the affected Participants or Beneficiaries in the case of a Company Change of Control, may elect to receive a distribution of the balance of the Compensation Deferral Account. There will be a penalty deducted from the Compensation Deferral Account prior to distribution pursuant to this Article 8 equal to 5% of the total balance of the Compensation Deferral Account (instead of the 10% reduction otherwise provided for in Section 9.2). If a Participant elects such a withdrawal, any on-going Annual Deferral will cease, and the Participant may not again be designated as an Eligible Employee until one entire Plan Year following the Plan Year in which the withdrawal was made has elapsed.

ARTICLE 9
SCHEDULED AND UNSCHEDULED WITHDRAWALS


9 . 1	Scheduled Withdrawals

(a) Election. When making a Participation Election, a Participant may elect to receive a distribution of a specific dollar amount or a percentage of the Annual Deferral that will be made in the following Plan Year at a specified year in the future when the Participant will still be an active director. Such an election must be made on an In-Service Distribution Election Form and submitted concurrently with the Participation Election. The election of a Scheduled Withdrawal will only apply to the Annual Deferral and related earnings for that Deferral Period, but not to previous or subsequent Annual Deferrals or related earnings. Elections under this Section will be superseded by benefit payments due to the Retirement, Termination of Service or death of the Participant.

(b) Timing and Form of Withdrawal. The year specified for the Scheduled Withdrawal may not be sooner than the second Plan Year following the Plan Year in which the deferral occurs. The Participant will receive a lump sum distribution of the amount elected on January 1st of the Plan Year specified.

(c) Remaining Compensation Deferral Account. The remainder, if any, of the Participant's Compensation Deferral Account will continue in effect and will be distributed in the future according to the terms of the Plan.

(d) Deferred Stock Units. No Scheduled Withdrawal of Deferred Stock Units is permitted.


9 . 2	Unscheduled Withdrawals

(a) Election. A Participant (or Beneficiary if the Participant is deceased) may request in writing to the Administrator an Unscheduled Withdrawal of all or a portion of the entire vested amount credited to the Participant's Compensation Deferral Account, including earnings, which will be paid within 30 days in a single lump sum; provided, however, that (i) the minimum withdrawal will be 25% of the Compensation Deferral Account balance, (ii) an election to withdraw 75% or more of the balance will be deemed to be an election to withdraw the entire balance, and (iii) such an election may be made only once in a Plan Year.

(b) Withdrawal Penalty. There will be a penalty deducted from the Compensation Deferral Account prior to an Unscheduled Withdrawal equal to 10% of the Unscheduled Withdrawal. If a Participant elects such a withdrawal, any on-going Annual Deferral will cease, and the Participant may not again be designated as an Eligible Director until one entire Plan Year following the Plan Year in which the withdrawal was made has elapsed.

(c) Small Benefit Exception. Notwithstanding any of the foregoing, if the sum of all benefits payable to the Participant or Beneficiary who has requested the Unscheduled Withdrawal is less than or equal to $3,500.00, the Administrator may, in its sole discretion, elect to pay out the entire Compensation Deferral Account (reduced by the 10% penalty) in a single lump sum.

(d) Deferred Stock Units. No Unscheduled Withdrawal of Deferred Stock Units is permitted.

ARTICLE 10
CONDITIONS RELATED TO BENEFITS


10 . 1	Nonassignability


10 . 2	Financial Hardship Distribution

A participant 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 or the Beneficiary has suffered a Financial Hardship, the Administrator may in its discretion, permit the Participant to cease any on-going deferrals and accelerate distributions of benefits under the Plan in the amount reasonably necessary to alleviate the Financial Hardship. If a distribution is to be made to a Participant on account of Financial Hardship, the Participant may not make deferrals under the Plan until one entire Plan Year following the Plan Year in which a distribution based on Financial Hardship was made has elapsed.


10 . 3	No Right To Assets


10 . 4	Protective Provisions

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.


10 . 5	Withholding

ARTICLE 11
PLAN ADMINISTRATION

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.

ARTICLE 12
BENEFICIARY DESIGNATION

The Participant will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Participant's death. 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 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 or dies prior to complete distribution of the Participant's benefits, then the Administrator will direct the distribution of the benefits to the Participant's estate. If a Beneficiary dies after commencement of payments to the Beneficiary, a lump sum of any remaining payments will be paid to that person’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 13
AMENDMENT OR TERMINATION OF PLAN


13 . 1	Amendment of Plan

Subject to the terms of Section 13 . 3, Edison International may at any time amend the Plan in whole or in part, provided, however, that the amendment (i) will not decrease the balance of the Participant's Deferral Account at the time of the amendment and (ii) will not retroactively decrease the applicable Crediting Rates of the Plan prior to the time of the amendment. Edison International may amend the Crediting Rates of the Plan prospectively, in which case the Administrator will notify the Participant of the amendment in writing within 30 days after the amendment.


13 . 2	Termination of Plan

Subject to the terms of Section 13 . 3, Edison International may at any time terminate the Plan. If Edison International terminates the Plan, the date of the termination will be treated as the date of Termination of Service for the purpose of calculating Plan benefits, and the benefits the Participant is entitled to receive under the Plan will be paid to the Participant in a lump sum within 60 days.


13 . 3	Amendment or Termination After Change of Control

Notwithstanding the foregoing, Edison International will not amend or terminate the Plan without the prior written consent of affected Participants for a period of two calendar years following a Change of Control and will not thereafter amend or terminate the Plan in any manner which affects any Participant (or Beneficiary of a deceased Participant) who commences receiving payment of benefits under the Plan prior to the end of the two-year period following a Change of Control.


13 . 4	Exercise of Power to Amend or Terminate

Edison International's power to amend or terminate the Plan will be exercisable by the Board.


13 . 5	Constructive Receipt Termination

Notwithstanding anything to the contrary in this Plan, in the event the Administrator determines that amounts deferred under the Plan have been constructively received by Participants and must be recognized as income for federal income tax purposes, the Plan will terminate and distributions will be made to Participants in accordance with the provisions of Section 13 . 2 or as may be determined by the Administrator. The determination of the Administrator under this Section 13 . 5 will be binding and conclusive.

ARTICLE 14
CLAIMS AND REVIEW PROCEDURES


14 . 1	Claims Procedure

The Administrator will notify a Participant 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 Participant 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 Participant 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 Participant 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.


14 . 2	Review Procedure

If a Participant is determined by the Administrator not to be eligible for benefits, or if the Participant believes that he or she is entitled to greater or different benefits, the Participant 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 Participant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Administrator of the petition, the Administrator will afford the Participant (and counsel, if any) an opportunity to present his or her position to the Administrator orally or in writing, and the Participant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the Participant 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 Participant 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 Participant. In the event of the death of the Participant, the same procedures will apply to the Participant's Beneficiaries.


14 . 3	Dispute Arbitration

(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 14.3 shall be the sole remedy available to a Participant or his or her Beneficiary (or person submitting a claim on behalf of the Participant or Beneficiary) (a “claimant”) after he or she has exhausted the claim and review procedures set forth in Sections 14.1 and 14.2. Furthermore, exhaustion by the claimant of the claim and review procedures set forth in Sections 14.1 and 14.2 is a mandatory prerequisite for binding arbitration under this Section 14.3. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Sections 14.1 and 14.2 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.

(b) After a claimant has exhausted the claim and review procedures set forth in Sections 14.1 and 14.2, if the 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 may submit his or her claim to final and binding arbitration under this Section 14.3.

Any arbitration under this Section 14.3 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree

upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Sections 14.1 and 14.2 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if a Change of Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change of Control shall, if it is challenged by the claimant in accordance with this Section 14.3, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto, and may be enforced by any court of competent jurisdiction. All costs unique to arbitration (e.g., the Arbitrator’s fees and room fees) shall be paid by the Administrator. The parties shall otherwise bear their own costs (e.g., attorneys’ fees, expert fees, witness fees, etc.). If, however, any party prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, then the Arbitrator may award reasonable fees and costs to the prevailing party.

ARTICLE 15
MISCELLANEOUS


15 . 1	Successors

The rights and obligations of Edison International and the Companies under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of Edison International and the Companies, respectively.


15 . 2	Trust


15 . 3	Service Not Guaranteed


15 . 4	Gender, Singular and Plural


15 . 5	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.


15 . 6	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.


15 . 7	Waiver of Breach

The waiver by 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.


15 . 8	Applicable Law

The Plan will be governed and construed in accordance with the laws of California.


15 . 9	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 Edison International, 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.

IN WITNESS WHEREOF , Edison International has restated this Plan effective the 19 ^th day of June, 2014.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

__________________________________________

Jacqueline Trapp

Director, Executive Talent and Rewards

Exhibit 10.4

EDISON INTERNATIONAL

EXECUTIVE DEFERRED COMPENSATION PLAN

As Amended and Restated Effective June 19, 2014

PREAMBLE

Plan benefits are available to eligible executives and key management employees of Edison International and its participating affiliates. Amounts of compensation deferred by Participants pursuant to this Plan accrue as liabilities of the Employer under the terms and conditions set forth herein. Except as otherwise provided herein, by electing to defer compensation under the Edison International Executive Deferred Compensation Plan, Participants consent to Edison International sponsorship of the Plan, but acknowledge that Edison International is not a guarantor of the benefit obligations of other participating affiliates. Except as otherwise provided herein, each participating Edison International affiliate is responsible for payment of the accrued benefits under the Plan with respect to its own executives and key management employees subject to the terms and conditions set forth herein.

This Plan only applies to deferrals of compensation that were earned and vested prior to January 1, 2005 in accordance with the provisions of Section 3.6 and 4.2 hereof. This Plan also includes provisions that were set forth in the Edison International Severance Plan as of October 3, 2004 but that applied to this Plan and are thus not material modifications of the Plan that would cause it to be subject to Section 409A of the Internal Revenue Code of 1986, as amended.

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.

Alternative Exercise means the exercise of all or a portion of a Qualifying Award in exchange for an amount equal to the gain that would otherwise have been realized by the Participant being credited under this Plan.

Alternative Exercise Agreement means an agreement entered into between EIX and an Eligible Employee in accordance with Article 2 pursuant to which the Eligible Employee elects to defer under this Plan the gain resulting from any subsequent exercise of the Qualifying Award.

Annual Deferral means the amount of Compensation which the Participant elects to defer for a calendar year pursuant to Articles 2 and 3 of the Plan.

Base Salary means the Participant's annual basic rate of pay from the Employer (excluding Bonus, special awards, commissions, severance pay, and other non-regular forms of compensation) before reductions for deferrals under the Plan or the SSPP.

Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the United States Securities Exchange Act of 1934, as amended.

Beneficiary means the person or persons or entity designated as such in accordance with Article 14 of the Plan.

Board means the Board of Directors of the Company.

Bonus means the amount paid in cash to the Participant by the Employer in the form of an annual incentive award before reductions for deferrals under the Plan.

Cause means the occurrence of either or both of the following:


(1)	The Participant’s conviction for, or pleading guilty or nolo contendere to, committing an act of fraud, embezzlement, theft, or other act constituting a felony; or


(2)	The willful engaging by the Participant in misconduct that is:


(i)	if the event giving rise to the termination of the Participant’s employment does not occur during a Protected Period, in violation of the Company’s and/or the Participant’s Severance Employer’s policies and practices applicable to the Participant from time to time; or

(ii)

if the event giving rise to the termination of the Participant’s employment occurs during a Protected Period, that would have resulted in the termination of the Participant’s employment by the Company or the Participant’s Severance Employer under the Company’s and/or the Participant’s Severance Employer’s policies and practices applicable to the Participant in effect immediately prior to the start of the Protected Period. However, no act or failure to act, on the Participant’s part, shall be considered “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company and his or her Severance Employer.

Change of Control means either: (i) the dissolution or liquidation of EIX or an Employer; (ii) a reorganization, merger or consolidation of EIX or an Employer with one or more corporations as a result of which EIX or an Employer is not the surviving corporation; (iii) approval by the stockholders of EIX or an Employer of any sale, lease, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of EIX or an Employer; (iv) approval by the stockholders of EIX or an Employer of any merger or consolidation of EIX

or an Employer, in which the holders of voting stock of EIX or an Employer immediately before the merger or consolidation will not own 50% or more of the outstanding voting shares of the continuing or surviving corporation immediately after the merger or consolidation; or (v) a change of at least 51% (rounded to the next whole person) in the membership of the Board of Directors of EIX or an Employer within a 24-month period, unless the election or nomination for election by stockholders of each new director within the period was approved by the vote of at least 85% (rounded to the next whole person) of the directors then still in office who were in office at the beginning of the twenty-four-month period, except that any replacement of directors who are employees of EIX or an Employer, with other employees of EIX or an Employer, will be disregarded and not be considered a change in membership. Notwithstanding the foregoing, any reorganization, merger or consolidation of an Employer with EIX or another Employer will be disregarded and not be considered a Change of Control. Notwithstanding the foregoing, for purposes of the definition of Protected Period, “Change of Control” means any one or more of the following:

(1)

Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Company affiliate) becomes the Beneficial Owner, directly or indirectly, or securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities. For purposes of this clause, “Person” (or “group” as used in the definition of Person) shall not include one or more underwriters acquiring newly-issued voting securities (or securities convertible into voting securities) directly from the Company with a view towards distribution;


(2)	On any day after January 1, 2001 (the “Measurement Date”) Continuing Directors cease for any reason to constitute a majority of the Board. A director is a “Continuing Director” if he or she either:


(i)	was a member of the Board on the applicable Initial Date (an “Initial Director”); or


(ii)	was elected to the Board, or was nominated for election by the Company’s shareholders, by a vote of at least two-thirds (2/3) of the Initial Directors then in office.

A member of the Board who was not a director on the applicable Initial Date shall be deemed to be an Initial Director for purposes of clause (ii) above if his or her election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the Initial Directors (including directors elected after the applicable Initial Date who are deemed to be Initial Directors by application of this provision) then in office. For these purposes, “Initial Date” means the date that is two years before the Measurement Date.

(3)

The Company is liquidated; all or substantially all of the Company’s assets are sold in one or a series of related transactions; or the Company is merged, consolidated, or reorganized with or involving any other corporation, other than a merger, consolidation, or reorganization that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of

the voting securities of the Company (or a surviving entity) outstanding immediately after such merger, consolidation, or reorganization. Notwithstanding the foregoing, a bankruptcy of the Company or a sale or spin-off of a Company subsidiary (short of a dissolution of the Company or a liquidation of substantially all of the Company’s assets, determined on an aggregate basis) will not constitute a Change of Control of the Company.


(4)	The consummation of such other transaction that the Board may, in its discretion in the circumstances, declare to be a Change of Control for purposes of this Plan.

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

Company means Edison International, or any successor thereto.

Compensation means the sum of the Participant's Base Salary and Bonus for a calendar year before deferral under this Plan or the SSPP.

Crediting Rate means the rate at which interest will be credited to Participant Deferral Accounts. The rate will be determined annually in advance of the calendar year and will be equal to the average annual Moody’s Corporate Bond Yield for Baa Public Utility Bonds for the five years preceding November 1st of the prior year. Effective with calendar year 2015, 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 September 1st of the prior year. EIX reserves the right to prospectively change the Crediting Rate.

Deferral Account means the notional account established for record keeping purposes for a Participant pursuant to Article 5 of the Plan.

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

Disability means the permanent and total disability of the Participant as determined by the Employer except that for purposes of Sections 3.6, 4.2(ii) and 6.5, “Disability” means the Participant’s eligibility for benefits under his or her Severance Employer’s long-term disability plan applicable to the Participant, as determined by the Severance Employer.

EIX means Edison International.

Eligible Employee means a key employee 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 Sections 10.2 and 12.2 of the Plan), and (iii) qualifies as a member of the "select group of management or highly compensated employees" under ERISA.

Employer means the Affiliate employing the Participant. Notwithstanding the foregoing, with respect to a particular Participant’s benefits under the Plan, for purposes of determining which Affiliate is obligated to pay such benefits, Employer as to such Participant and benefits means the Affiliate employing the Participant upon the Participant’s Termination of Employment (or, as to any distribution of any benefit under the Plan prior to the Participant’s Termination of Employment, the Affiliate employing the Participant at the time of such distribution).

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

Excess SSPP shall mean the amount of Base Salary deferred under Section 3.5 of the Plan.

Matching Credit means the credit added to the Participant's Deferral Account under Article 4.

Matching Base means (i) the amount of the Primary Salary Deferral or (ii) the difference between the Participant’s Base Salary and the Code Section 401(a)(17) compensation limit, or (iii) the difference between the Participant’s Base Salary and the Code 402(g) limitation divided by 0.06, whichever is greater.

Participant means an Eligible Employee who has elected to participate and has completed a Participation Election or Alternative Exercise Agreement pursuant to Article 2 of the Plan.

Participation Election means the Participant's written election to defer Compensation under the Plan submitted on the form prescribed by the Administrator for that purpose.

Person shall have the meaning ascribed to such term in Section 3(a)(9) of the United States Securities Exchange Act of 1934, as amended, and used in Section 13(d) and 14(d) thereof, including a group as contemplated by Sections 13(d)(3) and 14(d)(2) thereof.

Plan means the EIX Executive Deferred Compensation Plan.

Primary Salary Deferral means the amount deferred from Base Salary that is not Excess SSPP. The Primary Salary Deferral is subtracted from Base Salary before SSPP Contributions and Excess SSPP deferrals are calculated.

Protected Period means the period related to a Change of Control that is deemed to commence on the date that is six months before the date of the actual Change of Control and end on the date that is two years after the Change of Control.

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 or the EIX Equity Compensation Plan, other than an EIX nonqualified stock option, and evidenced in writing that provides (or is amended to provide) that the award may be Alternatively Exercised under this Plan; provided, however, that an award will not be a Qualifying Award if it will expire, by its terms, before the end of the six-month period commencing with the date that the Alternative Exercise Agreement is submitted to and received by the Administrator.

Retirement means a separation from service under terms constituting a retirement for purposes of the nonqualified executive retirement plan covering the Participant.

Scheduled Withdrawal means a distribution of all or a portion of the vested amount of deferrals and earnings credited to the Participant's Deferral Account as elected by the Participant pursuant to the provisions of Article 11 of the Plan.

Severance Employer means the Company or any affiliated business of the Company that has adopted this Plan with the written consent of the Company, including but not limited to Southern

California Edison, Edison Capital, Edison Mission Energy or Edison O&M (or any such entity’s successor). As the context may require, a Participant’s Severance Employer means the Severance Employer that employs or last employed the Participant.

Severance Plan Benefit Election means a special election under Section 6.5.

SSPP means the Southern California Edison Company Stock Savings Plus Plan as amended from time-to-time.

Termination Date means the last day that the Participant is actually employed by a Severance Employer in connection with the event that entitles the Participant to severance benefits.

Termination for Cause means the Termination of Employment of the Participant upon willful failure by the Participant to substantially perform his or her duties for the Employer or the willful engaging by the Participant in conduct which is injurious to the Employer, monetarily or otherwise.

Termination of Employment means the voluntary or involuntary cessation of the Participant's employment with the Employer for any reason other than death or Retirement. Termination of Employment will not be deemed to have occurred for purposes of this Plan if the Participant is reemployed by an Affiliate within 30 days of ceasing work with the Employer.

Unscheduled Withdrawal means a distribution of all or a portion of the vested amount and earnings credited to the Participant's Deferral Account as requested by the Participant pursuant to the provisions of Article 11 of the Plan.

Valuation Date means the last day of the month in which Termination of Employment, Retirement, or death occurs, or the day before a Scheduled Withdrawal or Unscheduled Withdrawal occurs.

Vesting means the Participant's right to receive any amount deferred, Matching Credits, and/or earnings thereon as provided in Article 4.

ARTICLE 2
PARTICIPATION

2.1 Commencement

(a) Salary and Bonus. An Eligible Employee will become a Participant in the Plan on the first day of the calendar year or the first day of the pay period coincident with or next following the date the employee became an Eligible Employee, provided the Eligible Employee has submitted to the Administrator a Participation Election prior to that date. Except for employees who become newly eligible during the calendar year, the Participation Election must be submitted to the Administrator during the enrollment period designated by the Administrator which will always be prior to the commencement of the calendar year.

(b) Qualifying Awards. An Eligible Employee may also become a Participant in the Plan by electing to alternatively exercise all or a portion of a Qualifying Award as provided in Section 3.2.

2.2 Annual Deferral

Subject to the restrictions in Article 3, the Eligible Employee will designate his or her Annual Deferral for the covered calendar year on the Participation Election.

2.3 Continuation of Participation

A Participant may not elect to defer Compensation under the Plan unless the Participant is an Eligible Employee for the calendar year for which the election is made. Once a Deferral Account balance has been established, the individual will continue as a Participant in the Plan until the Participant no longer has a Deferral Account balance under the Plan. In the event a Participant is later employed by an affiliated company that does not participate in the Plan, the Participant's Annual Deferral will cease, and the Participant's Deferral Account will remain in effect until such time as the benefits are distributed as elected on the Participant’s last valid Participation Election or Alternative Exercise Agreement.

ARTICLE 3
EMPLOYEE DEFERRALS

3.1 Participation Election

(a) Annual Deferral. Eligible Employees may elect to make an Annual Deferral under the Plan by submitting a Participation Election during the applicable enrollment period. The Participant may designate a specified amount or a percentage of Base Salary to be deferred as a Primary Salary Deferral. The Participant may designate a specified amount, a percentage, or a whole percentage in excess of a specified amount of Bonus to be deferred. The Participant may also designate a percentage rate, up to the maximum deferral rate permitted under the SSPP, at which to defer additional amounts of Base Salary as Excess SSPP once the limits of SSPP contributions are reached as provided in Section 3.5. Once made, this Participation Election will continue to apply for subsequent Deferral Periods unless the Participant submits a new Participation Election form during a subsequent enrollment period changing the deferral amount or revoking the existing election. A Participation Election may be revoked by the Participant upon 30 days written notice to the Administrator; however, such Participant will be ineligible to make an Annual Deferral under the Plan for the following calendar year.

(b) Minimum Annual Deferral. The minimum amount of Base Salary that may be designated as Primary Salary Deferral is $2,000. The minimum amount of Bonus that may be designated for deferral is $2,000. There is no minimum percentage.

(c) Maximum Annual Deferral. The maximum Primary Salary Deferral from Base Salary for a calendar year is 75% of Base Salary. The maximum deferral from Bonus for a calendar year is 100% of the Bonus.

3.2 Alternative Exercise of Qualifying Awards

(a) Form of Agreement. Eligible Employees may elect to defer gains on future exercises of Qualified Awards by completing and executing an Alternative Exercise Agreement and submitting it to the Administrator. Such an election is irrevocable. The Alternative Exercise Agreement must specify the portion of the Qualifying Award that the Participant will alternatively exercise under this Plan. Acting through any of its officers, EIX will execute the Alternative Exercise Agreement and return a copy to the Participant. Subject to the limitations of Section 3.2(b), the Qualifying Award may be exercised by submitting a notice of Alternative Exercise on the form approved by the Administrator for that purpose.

(b) Limited Ability to Exercise Qualifying Award. Any Qualifying Award (or portion thereof) which is subject to an Alternative Exercise Agreement may not be exercised at all during the

six‑month period following the date the Administrator receives the Participant's Alternative Exercise Agreement. Upon any exercise thereafter, gains will be credited as provided under Section 5.2(c). The Qualifying Award remains subject to all applicable limitations as to the time or times during which it may be exercised as provided in the terms and conditions of the Qualifying Award.

(c) Termination of Alternative Exercise Agreements. If, prior to the end of the six-month period described above, (i) a Participant’s employment with the Company (including any Subsidiary) is terminated, or (ii) unless the Committee otherwise provides, a Change of Control event occurs, the Participant's Alternative Exercise Agreement will terminate and the related Qualifying Award may then be exercised in accordance with the terms and conditions of the Qualifying Award without regard to the Alternative Exercise provisions.

(d) Other Terms of Alternative Exercise Agreements. No Alternative Exercise Agreement will have the effect of extending the term or otherwise changing the terms of any Qualifying Award (except as expressly contemplated hereby in respect of the consequences of exercise). No Alternative Exercise Agreement may be amended or terminated except as specifically provided herein.

3.3 Deferral of Special Awards

At the discretion of the Employer, up to 100% of any special award made to an Employee for employment, retention, recognition, achievement, retirement, or severance may be deferred under this Plan subject to any additional terms and conditions the Employer may impose.

3.4 [Intentionally blank]

3.5 Excess SSPP

Notwithstanding the above maximum deferral limits, the Participant may elect to defer the receipt of additional amounts of Base Salary calculated by the Administrator that would have been contributed to the SSPP but for the limits upon SSPP contributions and benefits established by Sections 401(a)(17), 402(g) and 415 of the Code. Such amounts will be credited to the Participant's Deferral Account.

3.6 Vesting

The Participant's right to receive Compensation deferred under this Article 3 and any earnings thereon will be 100% vested at all times. Notwithstanding the foregoing, any special award deferred under Section 3.3 and any earnings thereon may be subject to vesting terms.

ARTICLE 4
MATCHING CREDITS

4.1 Amount

Matching Credits will be added by the Employer to the Participant's Deferral Account under this Plan equal to (i) one-half of the amount of Base Salary deferred under the Plan up to a maximum base salary Matching Credit equal to 3% of the Participant’s Matching Base, plus (ii) one-half of the amount of Bonus deferred under the Plan up to a maximum bonus Matching Credit equal to 3% of the Bonus.

4.2 Vesting

The Participant's Matching Credits and earnings thereon for any calendar year will vest (i) when the Participant has completed five years of service with an Affiliate; or (ii) upon the death, Retirement or Disability of the Participant.

ARTICLE 5
DEFERRAL ACCOUNTS

5.1 Deferral Accounts

Solely for record keeping purposes, the Administrator will maintain a Deferral Account for each Participant with such subaccounts as the Administrator or its record keeper find necessary or convenient in the administration of the Plan.

5.2 Timing of Credits

(a) Annual Deferrals. The Administrator will credit to the Deferral Account the Annual Deferrals under Article 3 at the time the deferrals would otherwise have been paid to the Participant but for the Participation Election.

(b) Matching Credits. Until vested, Matching Credits under Article 4 will be conditionally credited to the Deferral Account at the same time the related deferrals are credited to the Deferral Account.

(c) Qualifying Award Gains. As of the Alternative Exercise date of a Qualifying Award, a Participant’s Deferral Account will be credited with an amount equal to the gain that would have been realized by the Participant had the Qualifying Award been exercised without regard to the Alternative Exercise Agreement.

(d) Interest Crediting Dates. The Administrator will credit interest at the Crediting Rate to the Participant's Deferral Account on a daily basis, compounded annually.

(e) Statement of Accounts. The Administrator will periodically provide to each Participant a statement setting forth the balance of the Deferral Account maintained for the Participant.

ARTICLE 6
RETIREMENT BENEFITS

6.1 Amount

Upon Retirement, the Employer will pay to the Participant a retirement benefit in the form provided in Section 6.2, based on the balance of the Deferral Account as of the Valuation Date in accordance with the Participant’s prior elections. If paid as a lump sum, the retirement benefit

will be equal to the Deferral Account balance. If paid in installments, the installments will be paid in amounts that will amortize the Deferral Account balance with interest credited at the Crediting Rate over the period of time benefits are to be paid. For purposes of calculating installments, the Deferral Account will be valued as of December 31 each year, and the subsequent installments will be adjusted for the next calendar year according to procedures established by the Administrator.

6.2 Form of Retirement Benefits

The Participant may elect on the Participation Election and the Alternative Exercise Agreement to have the retirement benefit paid:


(i)	In a lump sum,


(ii)	In installments paid monthly over a period of 60, 120, or 180 months, or


(iii)	In a lump sum of a portion of the Deferral Account upon Retirement with the balance in installments paid monthly over a period of 60, 120, or 180 months.

If no valid election is made, the Administrator will pay the retirement benefit in installments over a 180-month period. Participants may change the form of payout by written election filed with the Administrator; provided, however, that if the Participant files the election less than 13 months prior to the date of Retirement, the payout election in effect 13 months prior to the date of Retirement will govern.

6.3 Commencement of Benefits

Payments will commence within 60 days after the date of Retirement.

6.4 Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion:


(i)	pay the benefits in a single lump sum if the sum of all benefits payable to the Participant is less than or equal to $3,500.00, or


(ii)	reduce the number of installments elected by the Participant to 120 or 60 if necessary to produce a monthly benefit of at least $300.00.

6.5 Severance Benefit

Notwithstanding anything herein to the contrary, if a Participant is terminated by the Severance Employer without Cause (and other than due to the Participant’s Disability), the Participant may, on such form and in such manner as EIX may prescribe, make a Severance Plan Benefit Election:


(a)	to commence payment of his or her benefits as soon as administratively practicable following his or her Termination Date or as soon as administratively practicable following the later of his or her Termination Date or his or her attainment of age 55 and

(b)

to specify the form of payment from among those otherwise available under the Plan for a termination due to retirement or resignation. The Participant’s special Severance Plan Benefit Election shall be effective only if the Participant’s account balance is at least $50,000 on the Participant’s Termination Date and only if such election is received by EIX at least 90 days before the Participant’s Termination Date.

If the Participant does not timely make a valid Severance Plan Benefit Election, or if the Participant’s account balance is less than $50,000 on the Participant’s Termination Date, then the Participant’s benefit (if any) will be paid as soon as practicable following the Participant’s Termination Date in the form of a lump sum or three annual installments in accordance with the provisions of the Plan and the Participant’s prior election (if any). In any case, the Participant’s unpaid account balance will be credited with interest following his or her Termination Date at the same rate that is applicable to active employees’ accounts.

ARTICLE 7
TERMINATION BENEFITS

7.1 Amount

No later than 60 days after Termination of Employment, the Administrator will pay to the Participant a termination benefit equal to the vested balance of the Deferral Account as of the Valuation Date, or will commence installments, as provided in Section 7.2.

7.2 Form of Termination Benefits

The Administrator will pay the termination benefits in a single lump sum unless the Participant has previously elected payment to be made in three annual installments. Installments paid under this Section 7.2 will include interest at the Crediting Rate and will be redetermined annually to reflect adjustments in that rate. Notwithstanding the foregoing, any Termination for Cause will result in an immediate lump sum payout.

ARTICLE 8
SURVIVOR BENEFITS

8.1 Pre-Retirement Survivor Benefit

If the Participant dies while actively employed by an Affiliate, the Administrator will pay a lump sum or commence monthly installments in accordance with the Participant’s prior election within 60 days after the Participant's death. The payment(s) will be based on the Participant's Deferral Account balance as of the Valuation Date; provided however, that if the Participant’s death occurs within ten years of (i) the date he or she first became an Eligible Employee, or (ii) January 1, 1995, whichever is later, then the Beneficiary’s payment(s) will be based on twice the Participant’s Deferral Account balance as of the Valuation Date. Notwithstanding the foregoing, the portion of the Deferral Account balance attributable to Alternative Exercises of Qualifying Awards and related earnings will not be doubled.

8.2 Post-Retirement Survivor Benefit

If the Participant dies after Retirement, the Administrator will pay to the Participant's Beneficiary an amount equal to the remaining benefits payable to the Participant under the Plan over the same period the benefits would have been paid to the Participant; provided however, if the Participant’s death occurs within ten years of (i) the date he or she first became an Eligible Employee, or (ii) January 1, 1995, whichever is later, then the Beneficiary’s death benefit will be based on twice the Participant’s Deferral Account balance as of the Valuation Date. Notwithstanding the foregoing, the portion of the Deferral Account balance attributable to Alternative Exercises of Qualifying Awards and related earnings will not be doubled.

8.3 Post-Termination Survivor Benefit

It the Participant dies following Termination of Employment, but prior to the payment of all benefits under the Plan, the Beneficiary will be paid the remaining balance in the Participant’s account in a lump sum. No double benefit will apply.

8.4 Changing Form of Benefit

Beneficiaries may petition the Administrator once, and only after the death of the Participant, for a change in the form of survivor benefits. The Administrator may, in its sole and absolute discretion, choose to grant or deny such a petition.

8.5 Small Benefit Exception

Notwithstanding the foregoing, the Administrator may, in its sole discretion:


(i)	pay the benefits in a single lump sum if the sum of all benefits payable to the Beneficiary is less than or equal to $3,500.00, or


(ii)	reduce the number of installments elected by the Participant to 120 or 60 if necessary to produce a monthly benefit of at least $300.00.

ARTICLE 9
DISABILITY

Upon determination that a Participant has suffered a Disability, deferrals under the Plan will cease. The Administrator will pay Plan benefits upon the Participant’s Retirement or death according to the Participant's prior election.

ARTICLE 10
CHANGE OF CONTROL

Within two years after a Change of Control, any Participant or Beneficiary in the case of an EIX Change of Control, or the affected Participants or Beneficiaries in the case of an Employer Change of Control, may elect to receive a distribution of the balance of the Deferral Account. There will be a penalty deducted from the Deferral Account prior to distribution pursuant to this Article 10 equal to 5% of the total balance of the Deferral Account (instead of the 10% reduction otherwise provided for in Section 11.2). If a Participant elects such a withdrawal, any on-going Annual Deferral will cease, and the Participant may not again be designated as an Eligible Employee until one entire calendar year following the calendar year in which the withdrawal was made has elapsed.

ARTICLE 11
SCHEDULED AND UNSCHEDULED WITHDRAWALS

11.1 Scheduled Withdrawals

(a) Election. When submitting a Participation Election or an Alternative Exercise Agreement, a Participant may elect to receive a distribution of a specific dollar amount or a percentage of the Annual Deferral or Qualifying Award gain deferral that will subsequently be made at a specified year in the future when the Participant will still be an active employee. In the case of Annual Deferrals, the election must be made on an In-Service Distribution Election Form and submitted concurrently with the Participation Election. In the case of Qualifying Awards, the election must

be made on the Alternative Exercise Agreement at the time it is initially submitted to the Administrator. The election of a Scheduled Withdrawal will only apply to the Annual Deferral, Matching Credits and related earnings for that Deferral Period, or the Qualified Award gain specified on the Alternative Exercise Agreement and related earnings.

(b) Timing and Form of Withdrawal. The year specified for the Scheduled Withdrawal may not be sooner than the second calendar year following the calendar year in which the deferral occurs, or in the case of Alternative Exercise Agreement, no sooner than the second calendar year following the calendar year in which the Qualifying Award is Alternatively Exercised. The Participant will receive a lump sum distribution of the amount elected on January 1st of the calendar year specified. Any Scheduled Withdrawal election will be superseded by distributions due to the Retirement, Termination of Employment or death of the Participant.

(c) Remaining Deferral Account. The remainder, if any, of the Participant's Deferral Account following payment of a Scheduled Withdrawal will continue in effect and will be distributed in the future according to the terms of the Plan and the Participant’s elections.

11.2 Unscheduled Withdrawals

(a) Election. A Participant (or Beneficiary if the Participant is deceased) may request in writing to the Administrator an Unscheduled Withdrawal of all or a portion of the entire vested amount credited to the Participant's Deferral Account, including earnings, which will be paid within 30 days in a single lump sum; provided, however, that (i) the minimum withdrawal will be 25% of the Deferral Account balance, (ii) an election to withdraw 75% or more of the balance will be deemed to be an election to withdraw the entire balance, and (iii) such an election may be made only once in a calendar year.

(b) Withdrawal Penalty. There will be a penalty deducted from the Deferral Account prior to an Unscheduled Withdrawal equal to 10% of the Unscheduled Withdrawal. If a Participant elects such a withdrawal, any on-going Annual Deferral will cease, and the Participant may not again be designated as an Eligible Employee until one entire calendar year following the calendar year in which the withdrawal was made has elapsed.

(c) Small Benefit Exception. Notwithstanding any of the foregoing, if the sum of all benefits payable to the Participant or Beneficiary who has requested the Unscheduled Withdrawal is less than or equal to $3,500.00, the Administrator may, in its sole discretion, elect to pay out the entire Deferral Account (reduced by the 10% penalty) in a single lump sum.

ARTICLE 12
CONDITIONS RELATED TO BENEFITS

12.1 Nonassignability

12.2 Financial Hardship Distribution

A Participant may submit a hardship distribution request to the Administrator in writing setting forth the reasons for the request. The Administrator (or its delegate) will have the sole authority to approve or deny such requests. Upon a finding that the Participant or the Beneficiary has suffered a Financial Hardship, the Administrator (or its delegate) may in its discretion, permit the Participant to cease any on-going deferrals and accelerate distributions of benefits under the Plan in the amount reasonably necessary to alleviate the Financial Hardship. If a distribution is to be made to a Participant on account of Financial Hardship, the Participant may not make deferrals under the Plan until one entire calendar year following the calendar year in which a distribution based on Financial Hardship was made has elapsed.

12.3 No Right to Assets

A Participant’s 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 that Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. The Participant will have no claim to benefits from any other Affiliate. Each Affiliate is responsible for payment of the accrued benefits the Plan with respect to its own Eligible Employees subject to the terms and conditions set forth herein. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 12.3, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 12.3 by providing written

notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of compensation that would otherwise be paid by the Affiliate but which has been deferred and is or becomes a Plan benefit obligation of EIX or other Plan benefit obligations that are assumed by EIX. Such a method may include, but is not limited to, lump sum payment by an Affiliate to EIX of relevant benefits accrued through the date of EIX’s election with regular periodic payments to EIX of continuing accruals; regular periodic payments by an Affiliate to EIX beginning with the date of EIX’s election through the date such benefits become due under the Plan; lump sum payment by an Affiliate to EIX at the time benefits become due under the Plan; or intercompany payables and receivables used with funding on a “pay-as-you-go” basis.

12.4 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.

12.5 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 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.

ARTICLE 13
PLAN ADMINISTRATION

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.

ARTICLE 14
BENEFICIARY DESIGNATION

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 or dies prior to complete distribution of the Participant's benefits, then the Administrator will direct the distribution of the benefits to the Participant's estate. If a Beneficiary dies after commencement of payments to the Beneficiary, a lump sum of any remaining payments will be paid to that person’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 15
AMENDMENT OR TERMINATION OF PLAN

15.1 Amendment of Plan

Subject to the terms of Section 15.3, EIX may amend the Plan at any time in whole or in part, provided, however, that the amendment (i) will not decrease the balance of the Participant's Deferral Account at the time of the amendment and (ii) will not retroactively decrease the applicable Crediting Rates of the Plan prior to the time of the amendment. EIX may amend the Crediting Rates of the Plan prospectively, in which case the Administrator will notify the Participant of the amendment in writing within 30 days after the amendment.

15.2 Termination of Plan

Subject to the terms of Section 15.3, EIX may terminate the Plan at any time. If EIX terminates the Plan, the date of such termination will be treated as the date of Termination of Employment for the purpose of calculating Plan benefits, and the benefits the Participant is entitled to receive under the Plan will be paid to the Participant in a lump sum within 60 days.

15.3 Amendment or Termination After Change of Control

Notwithstanding the foregoing, EIX will not amend or terminate the Plan without the prior written consent of affected Participants for a period of two calendar years following a Change of Control and will not thereafter amend or terminate the Plan in any manner which affects any Participant (or Beneficiary of a deceased Participant) who commences receiving payment of benefits under the Plan prior to the end of the two year period following a Change of Control.

15.4 Exercise of Power to Amend or Terminate

Except as provided in Section 15.3, EIX’s power to amend or terminate the Plan will be exercisable by the Compensation and Executive Personnel Committee of EIX’s Board of Directors.

15.5 Constructive Receipt Termination

Notwithstanding anything to the contrary in this Plan, in the event the Administrator determines that amounts deferred under the Plan have been constructively received by Participants and must be recognized as income for federal income tax purposes, the Plan will terminate and distributions will be made to Participants in accordance with the provisions of Section 15.2 or as may be determined by the Administrator. The determination of the Administrator under this Section 15.5 will be binding and conclusive.

ARTICLE 16
CLAIMS AND REVIEW PROCEDURES

16.1 Claims Procedure for Claims other than for Vesting 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 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 orally or 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 Claimant, the same procedures will apply to the Claimant's Beneficiaries.

16.2 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, 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 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 16.2(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.

16.3 Dispute Arbitration

(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 16.3 shall be the sole remedy available to a Claimant after he or she has exhausted the claim and review procedures set forth in Section 16.1. Furthermore, exhaustion by the Claimant of the claim and review procedures set forth in Section 16.1 is a mandatory prerequisite for binding arbitration under this Section 16.3. Any arbitration or civil action

brought prior to the exhaustion of the claim and review procedures set forth in Section 16.1 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.

(b) After a Claimant has exhausted the claim and review procedures set forth in Section 16.1, if the 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 may submit his or her claim to final and binding arbitration under this Section 16.3.

Any arbitration under this Section 16.3 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Section 16.1 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if a Change of Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change of Control shall, if it is challenged by the claimant in accordance with this Section 16.3, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

(c) Notwithstanding any contrary provisions of this Section 16.3, if the claim is for Disability benefits, the following rules apply: (1) arbitration under this Section 16.3 shall be the mandatory second level of appeal following the exhaustion by the Claimant of the claim and review procedures set forth in Section 16.2, and such exhaustion is a mandatory prerequisite for arbitration under this Section 16.3—any arbitration or civil action brought with respect to a claim for Disability benefits prior to the exhaustion of the claim and review procedures set forth in Section 16.2 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted; (2) arbitration of a claim for Disability benefits under this Section 16.3 shall not be binding, and the Claimant shall not be precluded from challenging the decision of the Arbitrator in a civil action brought pursuant to Section 502(a) of ERISA; and (3) except as specifically set forth in this Section 16.3(c), if the claim is for Disability benefits, the arbitration shall be conducted as set forth in Section 16.3(b).

ARTICLE 17
MISCELLANEOUS

17.1 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.

17.2 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.

17.3 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.

17.4 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 Participant any right to continued employment with the Employer or any other Affiliate.

17.5 Gender, Singular and Plural

17.6 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.

17.7 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.

17.8 Waiver of Breach

The waiver by EIX 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.

17.9 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.

17.10 Notice

Any notice or filing required or permitted to be given to EIX 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.

IN WITNESS WHEREOF , EIX has restated this Plan effective the 19 ^th day of June, 2014.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

__________________________________________

Jacqueline Trapp

Director, Executive Talent and Rewards

Exhibit 10.5

EDISON INTERNATIONAL

2008 EXECUTIVE DEFERRED COMPENSATION PLAN

Amended and Restated Effective June 19, 2014

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 intended 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.

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.

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

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 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. Effective with calendar year 2015, 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 September 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 in the manner prescribed by the Administrator.

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. Notwithstanding the foregoing, with respect to a particular Participant’s benefits under the Plan, for purposes of determining which Affiliate is obligated to pay such benefits, Employer as to such Participant and benefits means the Affiliate employing the Participant upon the Participant’s Separation from Service (or, as to ___________________________

¹ Effective December 31, 2013, no EME Participant shall be an “Eligible Employee” under this Plan, provided, however, that any deferral election previously made by an EME Participant with respect to 2011 or 2012 performance share awards granted by EIX shall be given continuing effect for purposes of this Plan. For purposes of clarity, no prior salary deferral election made by an EME Participant under this Plan shall be given continuing effect. For these purposes, EME’s employees, EME’s former employees, and their respective beneficiaries are collectively referred to as “EME Participants,” and “EME” refers to Edison Mission Energy and its subsidiaries.

any distribution of any benefit under the Plan prior to the Participant’s Separation from Service, the Affiliate employing the Participant at the time of such distribution).

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 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. Payment elections shall be made on a form and in a manner prescribed by the Administrator, which may include electronic elections.

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.

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).

Special Award means an award other than Salary, Bonus or a Qualifying Award that is payable in cash at a future date.

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.

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, 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 last day of the month in which the final day of employment falls prior to Separation from Service, unless distribution is scheduled or required to commence on a date other than the first day of the month following Separation from Service, in which latter case Valuation Date means the day before distribution is scheduled or required to commence.

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 submitting a Salary Deferral Election to the Administrator 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 (i) the Eligible Employee submits a new Salary Deferral Election during a subsequent enrollment period changing the deferral amount or revoking the existing election, or (ii) the Participant is not an Eligible Employee on the last day of a subsequent enrollment period. Effective with the final payroll period in 2014, Salary paid solely for services performed during a payroll period (as described in Section 3401(b) of the Code) that includes the last day of a Plan Year, and for which payment is made in the immediately following Plan Year, shall be treated for purposes of this Plan as compensation for services performed in the Plan Year in which the payment is made.

(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. Notwithstanding the foregoing, either generally or as to a particular Bonus, the Administrator may, but need not, require that Bonus Deferral Elections be submitted to the Administrator prior to the beginning of the Plan Year during which the Eligible Employee performs the services for which such Bonus is to be earned. The maximum Bonus Deferral is 100% of Bonus.

Once made, a Bonus Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless (i) the Eligible Employee submits a new Bonus Deferral Election during a subsequent enrollment period changing the deferral amount or revoking the existing election, or (ii) the Participant is not an Eligible Employee on the last day of a subsequent enrollment period.

(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 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 submitted to 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 submitted to the Administrator to the total number of days during the Plan Year that such Employee is employed by an Affiliate.

(d) Qualifying Awards. An Eligible Employee may elect to defer payment of some or all of his or her Qualifying Awards by submitting a Qualifying Award Deferral Election to the Administrator specifying the whole percentage of his or her Qualifying Awards to be deferred. With respect to a Qualifying Award that was granted on or before December 31, 2012 with respect to a performance period scheduled to end on or after December 31, 2013, and that is “performance‑based compensation” within the meaning of Treasury Regulation Section 1.409A‑1(e), the Eligible Employee must submit his or her Qualifying Award Deferral Election to the Administrator not later than December 31, 2012. Otherwise, the Participant must submit his or her Qualifying Award Deferral Election to the Administrator prior to the beginning of the Plan Year in which such Qualifying Award is granted.

In the circumstances provided in the next two sentences, the Administrator may, but need not, extend the applicable Qualifying Award Deferral Election deadlines either generally or as to a particular Qualifying Award. With respect to any Qualifying Award that qualifies as “performance-based compensation,” within the meaning of Treasury Regulation Section 1.409A‑1(e), the Administrator may permit the Qualifying Award Deferral Election to be made 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 Award that is subject to a substantial risk of forfeiture at grant, the Administrator may permit the Qualifying Award Deferral Election to be made not more than thirty days following the date the Qualifying Award is granted, provided that the Deferral Election is not made 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).

Notwithstanding the foregoing, an employee who first becomes an Eligible Employee during a Plan Year may make an initial Deferral Election for the deferral of some or all of his or her Qualifying Awards, provided that such Eligible Employee has not previously become eligible to participate in this or any Similar Plan. Such Qualifying Award Deferral Election must be made within thirty days after the date the employee becomes an Eligible Employee. The Deferral Election shall apply to the entire specified portion of the Qualifying Award to which it relates if either (i) the Qualifying Award qualifies as “performance-based compensation,” within the meaning of Treasury Regulation Section 1.409A-1(e), and the Qualifying Award Deferral Election is made prior to the establishment of performance criteria for the Qualifying Award and 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, or (ii) the Qualifying Award is subject to a substantial risk of forfeiture at grant and the Qualifying Award Deferral Election is made not more than thirty days following the date the Qualifying Award is granted, provided that the Deferral Election is not made 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). If the preceding sentence does not apply, the Qualifying Award Deferral Election shall apply to that portion of the related Qualifying Award multiplied by the ratio of the number of days remaining in the applicable performance period (or the number of days remaining in the applicable service period if the Qualifying Award is not a performance-based vesting award) after the election is submitted to the Administrator to the total number of days during that performance period (or that service period, as the case may be) that such Employee is employed by an Affiliate.

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. Once made, a Qualifying Award Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless (i) the Eligible Employee submits a new Qualifying Award Deferral Election during a subsequent enrollment period changing the deferral amount or revoking the existing election, or (ii) the Participant is not an Eligible Employee on the last day of a subsequent enrollment period; provided that a Deferral Election made prior to December 1, 2012 shall not be given effect as to any Qualifying Award to the extent that the Participant had the ability on or after December 1, 2012 to make a new Deferral Election as to that Qualifying Award.

(e) Special Awards. An Eligible Employee may elect to defer payment of some or all of his or her Special Awards by submitting a Special Award Deferral Election to the Administrator specifying the whole percentage of his or her Special Awards to be deferred. With respect to any

Special Awards that are “performance-based compensation,” within the meaning of Treasury Regulation Section 1.409A-1(e), the Eligible Employee 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 Eligible Employee must submit his or her Special Award Deferral Election to the Administrator either (i) in the case of a Special Award that is subject to a substantial risk of forfeiture at grant, 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 ownership of a substantial portion of the assets of EIX within the meaning of Treasury Regulation Section 1.409A-3(i)(5), or (ii) otherwise, prior to the beginning of the Plan Year in which such Special Award is given.

An employee who first becomes an Eligible Employee during a Plan Year may make an initial Deferral Election for the deferral of some or all of his or her Special Awards, provided that such Eligible Employee has not previously become eligible to participate in this or any Similar Plan. Such Special Award Deferral Election must be made within thirty days after the date the employee becomes an Eligible Employee. The Deferral Election shall apply to the entire specified portion of the Special Award to which it relates if either (i) the Special Award qualifies as “performance-based compensation,” within the meaning of Treasury Regulation Section 1.409A-1(e), and the Special Award Deferral Election is made prior to the establishment of performance criteria for the Special Award and 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, or (ii) the Special Award is subject to a substantial risk of forfeiture at grant and the Special Award Deferral Election is made not more than thirty days following the date the Special Award is granted, provided that the Deferral Election is not made 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 ownership of a substantial portion of the assets of EIX within the meaning of Treasury Regulation Section 1.409A-3(i)(5). If the preceding sentence does not apply, the Special Award Deferral Election shall apply to that portion of the related Special Award multiplied by the ratio of the number of days remaining in the applicable performance period (or the number of days remaining in the applicable service period if the Special Award is not a performance-based vesting award) after the election is submitted to the Administrator to the total number of days during that performance period (or that service period, as the case may be) that such Employee is employed by an Affiliate.

Notwithstanding the foregoing, either generally or as to a particular Special Award, the Administrator may, but need not, require that Special Award Deferral Elections be submitted to the Administrator prior to the beginning of the Plan Year in which such Special Award is given.

The Special 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 Special Award. Once made, a Special Award Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless (i) the

Eligible Employee submits a new Special Award Deferral Election during a subsequent enrollment period changing the deferral amount or revoking the existing election, or (ii) the Participant is not an Eligible Employee on the last day of a subsequent enrollment period; provided that a Deferral Election made prior to December 1, 2012 shall not be given effect as to any Special Award to the extent that the Participant had the ability on or after December 1, 2012 to make a new Deferral Election as to that Special Award.


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 Employer to the Participant's Deferral Account under this Plan equal to (i) the lesser of the amount of Salary earned in the calendar year and deferred under the Plan or 6% of the Participant’s Matching Base for the calendar year, plus (ii) the lesser of one-half of the amount of Bonus deferred under the Plan or 3% of the Bonus. Matching Credits added to the Participant’s Deferral Account shall be subject to the payment election provisions of Article 5 (and, for the avoidance of doubt, will become payable pursuant to the Deferral Election made or deemed made in the year prior to the calendar year the Matching Credits are added to the Participant’s Deferral Account).


3.2	Vesting

The Participant's Matching Credits and earnings thereon 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. A Participant’s unvested Matching Credits and earnings thereon will terminate and be forfeited and the Participant will have no right thereto or in respect thereof on the first to occur of:

(a) any Separation from Service of the Participant not listed in clauses (ii), (iii), or (iv) of the preceding sentence, or

(b) as to any Matching Credits (and earnings thereon) with respect to Salary or Bonus deferred for any Plan Year after 2013, any specified payment date elected by the Participant as to the deferrals to which such Matching Credits (and earnings thereon) relate.

ARTICLE 4
DEFERRAL ACCOUNTS


4.1	Deferral Accounts


4.2	Timing of Credits

(a) Salary, Bonus and Special Award Deferrals. The Administrator will credit to the Participant’s Deferral Account the Salary, Bonus and Special Award deferrals under Article 2 at the time such amounts would otherwise have been paid to the Participant but for the Deferral Election.

(b) Matching Credits. Matching Credits under Article 3 will be credited (conditionally until vested) to the Deferral Account at the same time the related deferrals are credited to the Deferral Account.

(c) Qualifying Awards. As of the first day immediately following the vesting or performance period of a Qualifying Award that the New York Stock Exchange is open for trading, or as of the ex-dividend date in the case of Dividend Equivalents, a Participant’s Deferral Account will be credited with the deferred amount.

(d) Interest Crediting Dates. The Administrator will credit interest at the Crediting Rate to the Participant's Deferral Account on a daily basis, compounded annually.


4.3	Statement of Accounts

The Administrator will periodically either provide or make available to each Participant a statement setting forth the balance of the Deferral Account maintained for the Participant.

ARTICLE 5
PAYMENT ELECTIONS


5.1	Primary Payment Election

(a) Monthly installments for 60 to 180 months, as provided in the applicable Primary Payment Election form; or

(b) A single lump sum; or

(d) Any combination of the preceding three choices, as provided in the applicable Primary Payment Election form.

Subject to Section 5.5, lump sum payments or initial installment payments will be made within 90 days (60 days in the case of a payment triggered by a specified payment date) of the scheduled dates. Interest will be added to the payment amount for the days elapsed between the scheduled payment date and the actual date of payment. Notwithstanding anything to the contrary in a Participant Deferral Election, payments from a Participant’s Deferral Account will be subject to the following earliest payment date rules: (i) no subaccount relating to a Bonus Deferral Election may be scheduled to commence payment or be paid until the first day of the fourth month in the Plan Year immediately following the Plan Year for which the Bonus was awarded (for example, April 1, 2014 as to a Bonus awarded for 2013); and (ii) no subaccount relating to a Qualifying Award Deferral Election or Special Award Deferral Election with respect to “performance-based compensation” within the meaning of Treasury Regulation Section 1.409A-1(e) may be scheduled to commence payment or be paid until the first day of the fourth month in the Plan Year immediately following the Plan Year in which the corresponding performance period is scheduled to end. If the foregoing earliest payment date rules apply to any payment to be paid in installments, the first installment shall be paid on the applicable earliest payment date and subsequent installments shall be paid over the applicable installment period. The foregoing earliest payment date rules shall apply to payments under both Primary Payment Elections and Contingent Payment Elections. If the Participant’s delivery of a release would change the amount of his or her Plan benefit that is payable, and the period for the Participant to consider, execute and revoke such release spans two different Plan Years, and the 90- or 60-day period, as applicable, specified above for the payment of any benefit contingent on such release also spans those two Plan Years, payment of the portion of the benefit contingent upon such release (and earnings thereon) shall be made in the time period otherwise specified above but in the second of those two Plan Years.

If paid in installments, the installments will be paid in amounts that will amortize the Deferral Account or subaccount balance with interest credited at the Crediting Rate over the period of time benefits are to be paid. For purposes of calculating installments, the Deferral Account or subaccount will be valued as of the Valuation Date and subsequently as of December 31 each year with subsequent 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 each month 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.


5.2	Contingent Payment Election

As part of a Deferral Election, a Participant may make a Contingent Payment Election for each of the Contingent Events of (1) the Participant’s death while employed by an Affiliate, (2) the Participant’s Disability while employed by an Affiliate and (3) Termination of Employment, for each subaccount that will be created as a result of the Deferral Election, which Contingent Payment Election will take effect upon the first Contingent Event, if any, that occurs before the Participant’s Retirement (if the Participant specified a payment schedule determined by reference to Retirement in Section 5.1) or the first day of a specified month and year elected by the Participant pursuant to Section 5.1. The choices available for the Contingent Payment Election are those specified in Section 5.1 except that the references to Retirement shall instead refer to the applicable Contingent Event.

If the Participant has made no Contingent Payment Election and a Contingent Event occurs prior to Retirement (if the Participant specified a payment schedule determined by reference to Retirement in Section 5.1) or the first day of a specified month and year elected by the Participant pursuant to Section 5.1, 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 a reference to, the first day of the month following the month in which the Contingent Event occurs. If the Participant has made neither a Contingent Payment Election nor a Primary Payment Election and a Contingent Event occurs prior to Retirement, the Payment Election shall be deemed to be a single lump sum upon the Participant’s Contingent Event, subject to the earliest payment date rules in Section 5.1.


5.3	Changes to Payment Elections

permitted to make a new Payment Election. The payment schedules available under a new Payment Election are those specified in Section 5.1 and 5.2 (as applicable) that are available for new Payment Elections at the time the new Payment Election is made, subject to the conditions specified in this paragraph.


5.4	Small Benefit Exception


5.5	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 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.


5.6	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 the payment of 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 5.4 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 6
SURVIVOR BENEFITS


6.1	Payment


6.2	Special Increase

This Section 6.2 applies as to any Participant who was first an Eligible Employee under this Plan on or before December 31, 2008. If any such Participant’s death occurs within the first 10 years following the date on which he or she first became an Eligible Employee, the balance existing on the date of the Participant’s death shall be doubled, excluding the portion of the balance derived from deferrals and earnings thereon of Qualifying Awards and of Special Awards unless the

Special Award specifies such doubling. The doubled balance will be paid out according to the payment schedule elected or deemed elected according to Article 5. For the avoidance of doubt, the death benefit provided in this Section 6.2 is intended as a separate plan within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(c).

ARTICLE 7
BENEFICIARY DESIGNATION

The Participant will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Participant's death. The Beneficiary designation will be effective when it is submitted to the Administrator during the Participant's lifetime in accordance with procedures established 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 benefits under this Plan, and no contingent Beneficiary has been designated by the Participant, any remaining payments will be paid to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 8
CONDITIONS RELATED TO BENEFITS


8.1	Nonassignability


8.2	Unforeseeable Emergency Distribution

Unforeseeable Emergency, the Administrator (or its delegate) may in its discretion, permit the Participant to cease any on-going deferrals and accelerate distributions of benefits under the Plan in the amount reasonably necessary to alleviate the Unforeseeable Emergency. If a distribution is to be made to a Participant on account of an Unforeseeable Emergency, the Participant may not make deferrals under the Plan until one entire Plan Year following the Plan Year in which a distribution based on an Unforeseeable Emergency was made has elapsed.


8.3	No Right to Assets

A Participant’s benefits paid under the Plan will be paid from the general funds of the Participant’s Employer, and the Participant and any Beneficiary will be no more than unsecured general creditors of that 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. Plan benefits are available to Eligible Employees of EIX and its participating Affiliates. Amounts of compensation deferred by Participants pursuant to this Plan accrue as liabilities of the Employer under the terms and conditions set forth herein. By electing to defer compensation under the Plan, Participants consent to EIX sponsorship of the Plan, but acknowledge that EIX is not a guarantor of the benefit obligations of other participating Affiliates. Each Affiliate is responsible for payment of the accrued benefits under the Plan with respect to its own Eligible Employees subject to the terms and conditions set forth herein. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 8.3, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 8.3 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of compensation that would otherwise be paid by the Affiliate but which has been deferred and is or becomes a Plan benefit obligation of EIX or other Plan benefit obligations that are assumed by EIX. Such a method may include, but is not limited to, lump sum payment by an Affiliate to EIX of relevant benefits accrued through the date of EIX’s election with regular periodic payments to EIX of continuing accruals; regular periodic payments by an Affiliate to EIX beginning with the date of EIX’s election through the date such benefits

become due under the Plan; lump sum payment by an Affiliate to EIX at the time benefits become due under the Plan; or intercompany payables and receivables used with funding on a “pay-as-you-go” basis.


8.4	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.


8.5	Constructive Receipt


8.6	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.


8.7	Incapacity

ARTICLE 9
PLAN ADMINISTRATION


9.1	Plan Interpretation

prior version of the Plan to comply with Section 409A of the Code. All decisions of the Administrator will be final and binding.


9.2	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 10
AMENDMENT OR TERMINATION OF PLAN


10.1	Amendment of Plan

Subject to the terms of Section 10.3, EIX may at any time amend the Plan in whole or in part, provided, however, that the amendment (i) will not decrease the balance of the Participant's Deferral Account at the time of the amendment and (ii) will not retroactively decrease the applicable Crediting Rates of the Plan prior to the time of the amendment. EIX may amend the Crediting Rates of the Plan prospectively, in which case the Administrator will notify the Participant of the amendment in writing within 30 days after the amendment.


10.2	Termination of Plan

Subject to the terms of Section 10.3, EIX may at any time terminate the Plan. If EIX terminates the Plan, distributions to the Participants or their Beneficiaries shall be made on the dates on which the Participants or Beneficiaries would receive benefits hereunder without regard to the termination of the Plan except that payments may be made upon termination of the Plan if the requirements for accelerated payment under Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) are satisfied.


10.3	Amendment or Termination after Change in Control

Notwithstanding the foregoing, EIX will not amend or terminate the Plan without the prior written consent of affected Participants for a period of two calendar years following a Change in Control and will not thereafter amend or terminate the Plan in any manner which affects any Participant (or Beneficiary of a deceased Participant) who commences receiving payment of benefits under the Plan prior to the end of the two year period following a Change in Control.


10.4	Exercise of Power to Amend or Terminate

EIX’s power to amend or terminate the Plan will be exercisable by the Compensation and Executive Personnel Committee of the EIX Board of Directors.

ARTICLE 11
CLAIMS AND REVIEW PROCEDURES


11.1	Claims Procedure for Claims Other Than for Vesting 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.


11.2	Claims Procedure for Claims due to Disability

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 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 11.2(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.


11.3	Dispute Arbitration

(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 11.3 shall be the sole remedy available to a claimant after he or she has exhausted the claim and review procedures set forth in Section 11.1. Furthermore, exhaustion by the claimant of the claim and review procedures set forth in Section 11.1 is a mandatory prerequisite for binding arbitration under this Section 11.3. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Section 11.1 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.

(b) After a claimant has exhausted the claim and review procedures set forth in Section 11.1, if the 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 may submit his or her claim to final and binding arbitration under this Section 11.3.

Any arbitration under this Section 11.3 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Section 11.1 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if a Change in Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change in Control shall, if it is challenged by the claimant in accordance with this Section 11.3, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

(c) Notwithstanding any contrary provisions of this Section 11.3, if the claim is for Disability benefits, the following rules apply: (1) arbitration under this Section 11.3 shall be the mandatory second level of appeal following the exhaustion by the claimant of the claim and review

procedures set forth in Section 11.2, and such exhaustion is a mandatory prerequisite for arbitration under this Section 11.3—any arbitration or civil action brought with respect to a claim for Disability benefits prior to the exhaustion of the claim and review procedures set forth in Section 11.2 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted; (2) arbitration of a claim for Disability benefits under this Section 11.3 shall not be binding, and the claimant shall not be precluded from challenging the decision of the Arbitrator in a civil action brought pursuant to Section 502(a) of ERISA; and (3) except as specifically set forth in this Section 11.3(c), if the claim is for Disability benefits, the arbitration shall be conducted as set forth in Section 11.3(b).

ARTICLE 12
MISCELLANEOUS


12.1	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.


12.2	Trust


12.3	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.


12.4	Gender, Singular and Plural


12.5	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.


12.6	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.


12.7	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.


12.8	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.


12.9	Notice


12.10	ERISA Plan


12.11	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 amended and restated Plan effective the 19th day of June, 2014.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

__________________________________________
Jacqueline Trapp

Director, Executive Talent and Rewards

Exhibit 10.6

EDISON INTERNATIONAL

2008 EXECUTIVE RETIREMENT PLAN

Amended and Restated Effective June 19, 2014

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, and shall not be subject to any of the terms of this Plan. In no event shall a Participant receive benefits under this Plan and the Predecessor Plan with respect to the same years of service.

ARTICLE I
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.

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.

Contingent Payment Election means an election regarding the time and form of payment made or deemed made in accordance with Section 4.2.

EIX means Edison International.

Employer means the Affiliate employing the Participant. Notwithstanding the foregoing, with respect to a particular Participant’s benefits under the Plan, for purposes of determining which Affiliate is obligated to pay such benefits, Employer as to such Participant and benefits means the Affiliate employing the Participant upon the Participant’s Separation from Service (or, as to any distribution of any benefit under the Plan prior to the Participant’s Separation from Service, the Affiliate employing the Participant at the time of such distribution).

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 Chief Executive Officer (“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. Payment Elections shall be made on a form and in a manner prescribed by the Administrator, which may include electronic elections.

Plan means the EIX 2008 Executive Retirement Plan.

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

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.

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 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, 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 (other than any such grandfathered Participants who were hired by an Affiliate or its subsidiaries in 1999 from Commonwealth Edison Company), 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. A Participant’s prior service with Commonwealth Edison Company will be recognized for purposes of this Plan if the individual was a Participant on or before April 1, 2012 and was hired by an Affiliate (or its subsidiaries) in 1999 from Commonwealth Edison Company in connection with an acquisition transaction involving Edison Mission Energy. A Participant’s prior service with Citizens Power LLC will be recognized for purposes of this Plan if the individual was a Participant on or before April 1, 2012 and was hired by an Affiliate (or its subsidiaries) in 2000 in connection with the acquisition of Citizens Power LLC by Edison Mission Energy.

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).


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) Participants who are Senior Officers on the date of their termination of employment are eligible for all three Benefit Features. Other Participants are eligible for Benefit Features (i) and (ii) only; provided, however, as to a Participant who was once a Senior Officer but who is not described in the immediately preceding sentence, such Participant shall be eligible for Benefit Features (i) and (ii) only, but his or her benefits shall not be less than if the Participant had terminated employment on December 11, 2012 and had Bonuses recognized for purposes of determining his or her benefits as of December 11, 2012.

(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 and Years of Service 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 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 Executive Vice Presidents of EIX or Southern California Edison Company, but three years for the CEO of EIX, the President of Southern California Edison Company, 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 Executive Vice Presidents of EIX or Southern California Edison Company, but three years for the CEO of EIX, the President of Southern California Edison Company, 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 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

(d) A single lump sum; or

(e) Two to fifteen installments paid annually, as provided in the applicable Primary Payment Election form; or


(f)	Any combination of the choices listed in (c), (d) and (e), as provided in the applicable Primary Payment Election form.

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 90 days (60 days in the case of a payment triggered by a specified payment date) 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 the Participant’s delivery of a release would change the amount of his or her Plan benefit, and the period for the Participant to consider, execute, and revoke such release spans two different calendar years, and the 90- or 60-day period, as applicable, specified above for the payment of any benefit contingent on such release also spans those two years, payment of the portion of the benefit contingent upon such release (and earnings thereon) shall be made in the time period otherwise specified above but in the second of those two years.

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 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) that are available for new Payment Elections at the time the new Payment Election is made, subject to the conditions specified in this paragraph.

Participants who have elected a form of life annuity as their Primary Payment Election or Contingent Payment Election (including any deemed Payment Election) may change such election from one form of life annuity to another form of life annuity otherwise permitted by the Plan 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 before the payment or commencement date scheduled under the prior Payment Election, (2) the payment or commencement date under the prior Payment Election is not changed (or the change is made pursuant to the provisions of the preceding paragraph), and (3) the annuities are actuarially equivalent (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(ii).


4.4	Small Benefit Exception

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 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 preceding the commencement of payments. The Beneficiary designation will be effective when it is submitted to the Administrator during the Participant’s lifetime in accordance with procedures established 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


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.


7.3	No Right to Assets

A Participant’s benefits paid under the Plan will be paid from the general funds of the Participant’s Employer, and the Participant and any Beneficiary will be no more than unsecured general creditors of that 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. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 7.3, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 7.3 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of Plan benefit obligations that are assumed by EIX. Such a method may include, but is not limited to, lump sum payment by an Affiliate to EIX of relevant benefits accrued through the date of EIX’s election based on the Projected Benefit Obligation (“PBO”) with regular periodic payments to EIX of continuing accruals; regular periodic payments by an Affiliate to EIX of benefits accrued based on the PBO beginning with the date of EIX’s election through the date such benefits become due under the Plan; lump sum payment by an Affiliate to EIX at the time benefits become due under the Plan; or intercompany payables and receivables used with funding on a “pay-as-you-go” basis. Projected Benefit Obligation represents the actuarial present value of vested and non-vested benefit obligation based on expected future Total Compensation of Executives.


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


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

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. The Administrator will interpret and construe the Plan to comply with Section 409A of the Code. All decisions of the Administrator will be final and binding.


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.

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; (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 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

(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 10.3 shall be the sole remedy available to a claimant after he or she has exhausted the claim and review procedures set forth in Section 10.1. Furthermore, exhaustion by the claimant of the claim and review procedures set forth in Section 10.1 is a mandatory prerequisite for binding arbitration under this Section 10.3. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Section 10.1 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.

Any arbitration under this Section 10.3 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Section 10.1 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if a Change in Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change in Control shall, if it is challenged by the claimant in accordance with this Section 10.3, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the

Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

(c) Notwithstanding any contrary provisions of this Section 10.3, if the claim is for Disability benefits, the following rules apply: (1) arbitration under this Section 10.3 shall be the mandatory second level of appeal following the exhaustion by the claimant of the claim and review procedures set forth in Section 10.2, and such exhaustion is a mandatory prerequisite for arbitration under this Section 10.3—any arbitration or civil action brought with respect to a claim for Disability benefits prior to the exhaustion of the claim and review procedures set forth in Section 10.2 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted; (2) arbitration of a claim for Disability benefits under this Section 10.3 shall not be binding, and the claimant shall not be precluded from challenging the decision of the Arbitrator in a civil action brought pursuant to Section 502(a) of ERISA; and (3) except as specifically set forth in this Section 10.3(c), if the claim is for Disability benefits, the arbitration shall be conducted as set forth in Section 10.3(b).

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 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


11.6	Employment Not Guaranteed


11.7	Gender, Singular and Plural


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


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 amended and restated Plan effective the 19th day of June 2014.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

Jacqueline Trapp

Director, Executive Talent and Rewards

Exhibit 10.7

SOUTHERN CALIFORNIA EDISON COMPANY

EXECUTIVE RETIREMENT PLAN

As Amended Effective June 19, 2014

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 only applies to benefits that were accrued and vested prior to January 1, 2005 in accordance with the provisions of Section 3.04 hereof. Benefits that accrue or vest on or after January 1, 2005 shall be paid under the Edison International 2008 Executive Retirement Plan (the “2008 Plan”) in accordance with the terms therein. In no event shall a Participant receive benefits under this Plan and the 2008 Plan with respect to the same year of service. This Plan document also includes provisions that were set forth in the Edison International Severance Plan as of October 3, 2004 but that applied to this Plan and are thus not material modifications of the Plan that would cause it to be subject to Section 409A of the Internal Revenue Code of 1986, as amended.

I.
DEFINITIONS

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

Administrator means the Compensation and Executive Personnel Committee of the Southern California Edison Company Board of Directors.

Affiliate means EIX or any corporation or entity which along with Edison International, is a component member of a "controlled group of corporations" within the meaning of Section 414(b) of the Code.

Base Salary means the annual basic rate of pay as fixed by the Company (excluding Incentive Awards, special awards, commissions, severance pay, and other non-regular forms of compensation).

Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the United States Securities Exchange Act of 1934, as amended.

Beneficiary means the person designated as such in accordance with Article IX of the Plan.

Benefit Feature means one of the levels of benefit under the Plan as described in Section 3.02(a).

Board means the Board of Directors of EIX.

Cause means the occurrence of either or both of the following:


(1)	The Participant’s conviction for, or pleading guilty or nolo contendere to, committing an act of fraud, embezzlement, theft, or other act constituting a felony; or


(2)	The willful engaging by the Participant in misconduct that is:


(i)	if the event giving rise to the termination of the Participant’s employment does not occur during a Protected Period, in violation of EIX’s and/or the Participant’s Employer’s policies and practices applicable to the Participant from time to time; or

(ii)

if the event giving rise to the termination of the Participant’s employment occurs during a Protected Period, that would have resulted in the termination of the Participant’s employment by EIX or the Participant’s Employer under EIX’s and/or the Participant’s Employer’s policies and practices applicable to the Participant in effect immediately prior to the start of the Protected Period. However, no act or failure to act, on the Participant’s part, shall be considered “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of EIX and his or her Employer.

Change in Control means any one or more of the following:

(1)

Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of EIX or an EIX affiliate) becomes the Beneficial Owner, directly or indirectly, of securities of EIX representing thirty percent (30%) or more of the combined voting power of EIX’s then outstanding securities. For purposes of this clause, “Person” (or “group” as used in the definition of Person) shall not include one or more underwriters acquiring newly-issued voting securities (or securities convertible into voting securities) directly from EIX with a view towards distribution.


(2)	On any day after January 1, 2001 (the “Measurement Date”) Continuing Directors cease for any reason to constitute a majority of the Board. A director is a “Continuing Director” if he or she either:


(i)	was a member of the Board on the applicable Initial Date (an “Initial Director”); or


(ii)	was elected to the Board, or was nominated for election by EIX’s shareholders, by a vote of at least two-thirds (2/3) of the Initial Directors then in office.

A member of the Board who was not a director on the applicable Initial Date shall be deemed to be an Initial Director for purposes of clause (ii) above if his or her election, or nomination for election by EIX’s shareholders, was approved by a vote of at least two-thirds (2/3) of the Initial Directors (including directors elected after the applicable Initial Date who are deemed to be Initial Directors by application of this provision) then in office. For these purposes, “Initial Date” means the date that is two years before the Measurement Date.

(3)

EIX is liquidated; all or substantially all of EIX’s assets are sold in one or a series of related transactions; or EIX is merged, consolidated, or reorganized with or involving any other corporation, other than a merger, consolidation, or reorganization that results in the voting securities of EIX outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of EIX (or as surviving entity) outstanding immediately after such merger, consolidation, or reorganization. Notwithstanding the foregoing, a bankruptcy of EIX or a sale or spin-off of an EIX subsidiary (short of a dissolution of EIX or a liquidation of substantially all of EIX’s assets, determined on an aggregate basis) will not constitute a Change in Control of EIX.


(4)	The consummation of such other transaction that the Board may, in its discretion in the circumstances, declare to be a Change in Control of EIX for purposes of this Plan.

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

Company means the Affiliate employing the Participant. Notwithstanding the foregoing, with respect to a particular Participant’s benefits under the Plan, for purposes of determining which Employer is obligated to pay such benefits, Company as to such Participant and benefits means the Employer employing the Participant upon the Participant’s Termination of Employment (or, as to any distribution of any benefit under the Plan prior to the Participant’s Termination of Employment, the Employer employing the Participant at the time of such distribution).

Disability means the Participant’s eligibility for benefits under his or her Employer’s long-term disability plan applicable to the Participant, as determined by the Employer.

EIX means Edison International or any successor thereto.

Employer means EIX or any affiliated business of EIX that has adopted this Plan with the written consent of EIX, including but not limited to Southern California Edison, Edison Capital,

Edison Mission Energy or Edison O&M (or any such entity’s successor). As the context may require, a Participant’s Employer means the Employer that employs or last employed the Participant.

Incentive Award means the dollar amount of incentive (bonus) awarded by the Company to the Participant pursuant to the terms of an annual incentive award plan.

Participant means a key 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 Company Board or the Company CEO for purposes of the Plan, and (iii) qualifies as a member of the "select group of management or highly compensated employees" under the Employee Retirement Income Security Act of 1974, as amended.

Plan means the Southern California Edison Company Executive Retirement Plan.

Protected Period means the period related to a Change in Control that is deemed to commence on the date that is six months before the date of the actual Change in Control and end on the date that is two years after the Change in Control.

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 the Company upon attainment of at least age 55 with at least 5 Years of Service.

Senior Officer means (i) the CEO, President, Executive Vice Presidents, Senior Vice Presidents and elected Vice Presidents of the Sponsor and EIX, (ii) any officer of other Affiliates who has been designated as a Section 16 Officer by the Board, and (iii) any other Affiliate employee designated by the Administrator to be a Senior Officer for purposes of the Plan.

Special Election means an election made by a Participant who has been terminated without Cause (other than due to the Participant’s Disability).

Sponsor means the Southern California Edison Company.

Termination Date means the last day the Participant is actually employed by an Employer in connection with the event that entitles the Participant to severance benefits.

Termination of Employment means the voluntary or involuntary cessation of the Participant's employment with the Company for any reason other than death or Retirement. Termination of Employment will not be deemed to have occurred for purposes of this Plan if the Participant is reemployed by another Affiliate within 30 days of ceasing work with the Company.

Total Compensation means (i) for non-Senior Officer Participants, the annualized average Base Salary as fixed by the Company based on the Participant’s 36 highest months of Base Salary, and (ii) for Senior Officers, the annualized average of Base Salary plus Incentive Award based on the 36 months in which the Participant had the highest combination of Base Salary and Incentive Award. The 36 months need not be consecutive. For purposes of determining the highest 36 months for Senior Officers, each of the Participant’s annual Incentive Awards will be spread evenly over the months worked in the years in which the Incentive Awards were earned. In no event will Total Compensation be less than the dollar amount determined under the terms of the Plan in effect on March 31, 1999 for Employees who were Participants on that date.

Year of Service means a calendar year in which the Participant is credited with 1,000 or more hours of service with the Company determined in accordance with the terms of the Qualified Plan.

II.
PARTICIPATION

2.01 Eligibility

Individuals are eligible to participate in the Plan when they become Senior Officers or are designated as executives by the Administrator, the Company Board or the Company 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).

2.02 Pre-1995 Participation

Employees who were Participants in the Plan on December 31, 1994 will continue to participate in the Plan as long as they remain designated as executives.

III.
BENEFIT DETERMINATION AND VESTING

3.01 Overview

Benefits under the Plan will be payable with respect to any vested Participant upon Retirement to the extent the benefit payable under this Plan exceeds the benefit payable under other specified plans as provided under Section 3.03(a).

3.02 Benefit Features

(a) The Plan provides a supplemental retirement benefit calculated in accordance with Section 3.03 below. The Plan incorporates the following Benefit Features:


(i)	Recognition of the amount of Base Salary that is not recognized for purposes of calculating benefits under the Qualified 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.


(iii)	Recognition of Incentive Awards that are not recognized for purposes of calculating benefits under the Qualified Plan.


(iv)	An additional 0.75% benefit accrual over that provided by the Qualified Plan is earned for each Year of Service up to ten Years of Service. Plan eligibility during those years is not required.

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

(c) Participants in the Plan on December 31, 1994, are eligible for all four Benefit Features as long as they remain eligible to participate in the Plan, unless they were participants in the Plan on December 31, 1992 and did not elect to participate in the Executive Disability and Survivor Benefit Program, in which case they are not eligible for Benefit Feature (iv).

3.03 Benefit Computation

(a) The Sponsor will calculate the amount of any benefits payable under the Plan for each Participant at the time of the Participant's Retirement, death, or termination with a deferred vested benefit. The amount payable under this Plan will be that dollar amount calculated pursuant to Section 3.03(b), reduced by (i) the dollar amount payable to the Participant (or spouse or contingent annuitant) 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, and (ii) the actuarial single life annuity value, as defined in the Qualified Plan, of the Participant’s Profit Sharing Account under the Sponsor’s Stock Savings Plus Plan, or successor plan.

(b) The Participant’s Total Compensation will be used to calculate benefit amounts based on the formulas set forth in Section 4.02(a) of the Qualified Plan, including Subsection (1) but excluding Subsection (2), and Section 4.12(b) of the Qualified Plan, notwithstanding the Participant’s eligibility for such benefits under the terms of the Qualified Plan. The initial calculation of any Plan benefits based on Total Compensation including Incentive Awards will assume a target bonus for the final year of employment subject to adjustment based on the actual Incentive Award made. If the final Incentive Award is made after benefits under the Plan are paid or commenced under the Plan, the benefit will be recalculated from inception, any increase

to date will be paid in a one-time adjustment to true-up payments already made, and future payments, if any, will be adjusted accordingly. Any benefit decreases will be reflected in a one-time adjustment in the account balance effective with the payment starting the following January. Notwithstanding any other provision of the Plan to the contrary, a maximum of 35 Years of Service will be recognized for purposes of the benefit determination under Section 4.02(a) of the Qualified Plan for Participants whose initial eligibility date under the terms of the Plan is after April 1, 1999.

3.04 Vesting

The right to receive benefits under the Plan will vest when the Participant (i) has completed five Years of Service with an Affiliate, (ii) is determined by the Administrator to be permanently and totally disabled while employed with an Affiliate, or (iii) dies while employed with an Affiliate.

3.05 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 3.03(a) determined upon the Participant’s Retirement.

IV.
RETIREMENT BENEFITS

4.01 Forms of Benefit Payment

(a) The normal form of benefit payout under this Plan is a joint and survivor annuity which will commence upon Retirement of the Participant and be paid monthly for the lifetime of the Participant. Upon the death of the Participant, the survivor will be entitled to the benefits payments described in Article VI.

(b) If, at least 90 days prior to his or her Retirement, the Participant elects an alternative form of payout, upon Retirement by the Participant (either early or normal Retirement), the value of his or her benefits payable under this Plan as of the date of Retirement will be paid in the manner elected by the Participant in (i) a single lump-sum payment calculated using the rate of interest determined pursuant to Section 4.02, and based upon the mortality table prescribed in Revenue Ruling 2001-62, (ii) in monthly installments (of principal, plus interest) over a period of 60 months, or (iii) in monthly installments (of principal, plus interest) over a period of 120 months.

(c) If a Participant elects a payout in monthly installments of principal plus interest over a period of 60 months or 120 months, monthly payments will be calculated in such a way that equal monthly payments on the first day of each month for the remainder of the payout period with interest would bring the balance to zero by the end of that period. The account will be reamortized annually effective January 1 ^st based on the December 31 ^st account balance and the revised interest rate as determined pursuant to Section 4.02.

4.02 Interest

The annual reamortization of payments described in Section 4.01(c) will be determined using a monthly rate of interest that is one-twelfth of the average Moody's Corporate Bond Yield for Aa Public Utility Bonds for the twelve months preceding November 1 ^st of the prior year. This interest rate determined on an annualized basis will also be used to calculate starting balances and lump sums for purposes of Section 4.01(b).

4.03 Commencement of Payments

Payments under this Plan on account of Retirement will be paid in full if the lump-sum option is chosen, or will begin to be paid in monthly installments, if a monthly payment option is chosen, within 30 days of the date on which the Participant retires, or as soon thereafter as practicable. To the extent reasonably practicable, monthly payments under this Plan will be made at a time coincident with the payment of benefits under the Qualified Plan.

4.04 Severance Benefits

If the Participant has attained age 55 at the time of his Termination of Employment, then the Participant’s benefit will be paid or payments will commence within 30 days after the Participant’s Termination Date, or as soon thereafter as practicable, in the retirement payment form elected by the Participant (such benefits will be paid in the retirement payment form elected by the Participant even if the Participant does not have at least five years of service credit) or in the form elected by the Participant on the Special Election form (in such form as may be approved by the Committee). If a Participant makes an election on the Special Election form and such form is received by EIX more than 90 days before the Participant’s Termination Date, such election shall control over any other election made by the Participant; otherwise, the Participant’s regular election will control. If the Participant has not attained age 55 at the time of his Termination of Employment, then the Participant’s benefit will be paid or payments will commence within 30 days after the date the Participant actually attains age 55, or as soon thereafter as practicable. In such circumstances, the Participant’s form of payment will be determined in accordance with the Plan, except that the Participant may by written notice to EIX at least 90 days before he or she attains age 55 elect an optional form of payment from any of the retirement payment options available, in which case the Participant’s benefit will be paid in the form so elected by the Participant.

V.
TERMINATION BENEFITS

If the Participant terminates his or her employment with the Company prior to Retirement (either early or normal), but with a deferred vested interest in the Plan, benefits will be payable under this Plan reduced by the amounts specified in Section 3.03(a) determined as of the benefit commencement date adjusted to reflect any distributions from the Participant’s Profit Sharing Account under the Sponsor’s Stock Savings Plus Plan, or successor plan, that occurred since the employment termination date in a manner consistent with the Qualified Plan. If the vested individual was not a designated executive at the time employment was terminated, the Plan benefit determined before the Section 3.03(a) reductions 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. Subject to Section 4.04 but notwithstanding any other provision in the

Plan to the contrary, any benefits payable under this Plan due to Termination of Employment will be paid as an annuity only, beginning at age 55 and calculated as of the Participant's Normal Retirement Age under the Qualified Plan, reduced for early retirement by multiplying that amount by a factor of 0.536. A joint and survivor annuity will be the normal form of benefit. The Participant may elect another annuity option available under the Qualified Plan, subject to the same terms and conditions as would apply to such an election under the Qualified Plan.

VI.
SURVIVOR BENEFITS

6.01 Overview

In addition to the amount payable hereunder to a retired Participant, this Plan will pay a benefit, similarly computed, to an eligible surviving spouse or to a contingent annuitant under the "Spouse's Pension", the "Pre-retirement Survivor Annuity Option", or the "Contingent Annuitant Option" provisions of the Qualified Plan if such spouse's pension, survivor annuity or contingent annuity is reduced or limited as required by currently applicable law or the terms of the Qualified Plan.

6.02 Alternative Forms of Payment

(a) Upon the death of a Participant who has elected an alternative form of benefit payment under the Plan prior to the receipt of the full amount credited to his or her account, the balance of the account will be paid in accordance with the Participant's previously elected method of payment to the Participant's designated beneficiary or beneficiaries, as provided herein, over the remainder of the elected payout period until the full amount has been paid.

(b) If the 60 or 120 month payout options have been chosen, and if no designated beneficiary or beneficiaries survive the Participant, or if a designated beneficiary dies before the balance of the account has been paid, the balance of the account of the Participant or of the designated beneficiary will be paid in one lump-sum payment to the estate of the Participant if no designated beneficiaries survive him or her, or if such designated beneficiaries survive the Participant, to the estate of whomever was last receiving benefit payments, as soon as practicable following the Participant's or the designated beneficiary's death.

(c) If the Participant dies while an active Employee, and a benefit is payable under the Plan, the designated beneficiary or beneficiaries, or if no designated beneficiaries survive the Participant, the Participant’s estate may select any of the benefit payout options described in Section 4.01(b).

VII.
PAYMENT TERMS AND CONDITIONS

7.01 Benefits Nonassignable

Benefits under this Plan will be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the parties. Notwithstanding the foregoing, the right to receive payment hereunder is hereby expressly declared to be personal, nonassignable and nontransferable, except by will, intestacy, or as otherwise required by law, and in the event of

any attempted assignment, alienation or transfer of such rights contrary to the provisions hereof, the Company will have no further liability for payments hereunder.

7.02 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, the Company or Sponsor 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. The Company or Sponsor, as the case may be, will have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.

7.03 Hardship

Upon written application made to the Administrator, the Participant or his or her designated beneficiary or beneficiaries may request payment in some form other than the method of payment originally elected. Such request must establish to the satisfaction of the Administrator or its designee that special circumstances, such as Financial Hardship, exist which require such a variation in payment. The Administrator, or its designee, will exercise sole discretion in allowing or refusing such requests, and the decision of the Administrator or its designee on such requests will be final.

7.04 No Fiduciary Relationship

Nothing contained in this Plan, and no action taken pursuant to any of its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company or Sponsor and the Participant, a designated beneficiary, or any other beneficiaries of the Participant, or any other person. To the extent that any person acquires a right to receive payments from the Company under the provisions hereof, such right will be no greater than the right of any unsecured general creditor of the Company.

VIII.
TAXES

8.01 Taxes on Benefit Payments

Any amounts paid under this Plan on account of termination, Retirement, death or hardship will be subject to any income tax withholding or other deductions as may be required by federal, state, or local law.

8.02 Taxes on Benefit Accrual

A Participant’s annual benefit accrual may be subject to federal, state or local payroll taxes. Such taxes will be withheld from the Participant’s salary as may be required by federal, state or local law.

IX.
BENEFICIARY

At the time the Eligible Employee elects his or her payout method under this Plan, he or she shall designate a beneficiary or beneficiaries. The designation may be changed at any time by the Eligible Employee; however, the consent of a spouse may be required.

X.
PLAN ADMINISTRATION

10.01 Plan Interpretation

The Administrator (either directly or through its designees) will have power and authority to interpret, construe, and administer this Plan; provided that, its authority to interpret this Plan will not cause its decisions in this regard to be entitled to a deferential standard of review in the event that an Participant or beneficiary seeks review of the Administrator’s decision as described in Article XII.

10.02 Day-to-Day Administration

Day to day administration of the Plan has been delegated by the Administrator to the Sponsor, under the direction of the officer responsible for Human Resources, or such other individuals as may be authorized by him or her to perform such duties. Such administration will include the power to interpret the Plan and make such equitable adjustments as may be necessary to effectuate the purposes thereof.

10.03 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.

XI.
AMENDMENT OR TERMINATION

11.01 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 valuation 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.

11.02 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 survivor or other 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.

XII.

CLAIMS AND REVIEW PROCEDURES

12.01 Claims Procedure

12.02 Dispute Arbitration

(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 12.02 shall be the sole remedy available to a claimant after he or she has exhausted the claim and review procedures set forth in Section 12.01. Furthermore, exhaustion by the claimant of the claim and review procedures set forth in Section 12.01 is a mandatory prerequisite for binding arbitration under this Section 12.02. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Section 12.01 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.

(b) After a claimant has exhausted the claim and review procedures set forth in Section 12.01, if the 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 may submit his or her claim to final and binding arbitration under this Section 12.02.

Any arbitration under this Section 12.02 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Section 12.01 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if a Change in Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change in Control shall, if it is challenged by the claimant in accordance with this Section 12.02, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

XIII.
MISCELLANEOUS

13.01 Participation in Other Plans

The Participant will continue to be entitled to participate in all employee benefit programs of the Company 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 if such Total Compensation could have been included in the determination of benefits under that Plan.

13.02 Relationship to Qualified Plan

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

13.03 No Right to Employment

Nothing contained herein will be construed as conferring upon the Participant the right to continue in the employ of the Company, in any particular salary grade, or in any other capacity. If the Participant ceases to be an Participant in the Plan but remains in the employ of the Company, any benefits due the Participant under the Plan will not be payable until such time as he or she retires, or ceases to be an employee of the Company, and then only subject to the terms and conditions contained in this Plan.

13.04 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 Company, to devote substantially all of his or her time, skill, diligence and attention to the business of the Company, 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 Company. In addition, the Participant will remain available during Retirement for consultation in any matter related to the affairs of the Company. 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 Company for malfeasance or willful neglect of duty, then in any of said events, the payments under this Plan will not be paid, and the Sponsor and the Company will have no further liability therefor.

13.05 Benefits Unsecured

A Participant’s benefits will be unsecured and will be paid in cash from the general funds of the Participant’s Company. Notwithstanding the foregoing or anything in the definition of “Company” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Company obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Employers or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable Employers. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or Beneficiary) will have a claim as to any other Employer with respect to such benefits. Upon an election by EIX under this Section 13.05, benefits covered by the election will be paid from the general funds of EIX (and not the Employer that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Employer that would otherwise pay such benefits, the Employer will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Employer fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Employer to EIX without the consent of EIX, the Employer that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX

will effectuate any such election pursuant to this Section 13.05 by providing written notice to the Administrator and the applicable Employers regarding the effective date of such election, and the benefits, Employers and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Employers will remit funds to EIX in consideration of Plan benefit obligations that are assumed by EIX. Such a method may include, but is not limited to, lump sum payment by an Employer to EIX of relevant benefits accrued through the date of EIX’s election based on the Projected Benefit Obligation (“PBO”) with regular periodic payments to EIX of continuing accruals; regular periodic payments by an Employer to EIX of benefits accrued based on the PBO beginning with the date of EIX’s election through the date such benefits become due under the Plan; lump sum payment by an Employer to EIX at the time benefits become due under the Plan; or intercompany payables and receivables used with funding on a “pay-as-you-go” basis. Projected Benefit Obligation represents the actuarial present value of vested and non-vested benefit obligation based on expected future Total Compensation of Executives. No special or separate fund will be established and no other segregation of assets will be made to assure the payment of any benefits hereunder. No person will have by virtue of the provisions of this Plan, any interest in such assets. In the event that, in its discretion, the Company purchases an insurance policy or policies insuring the life of the Participant to allow the Company to recover, in whole, or in part, the cost of providing the benefits hereunder, neither the Participant, the survivor or other designated beneficiary(ies) nor any other beneficiary will have any rights whatsoever therein; the Company will be the sole owner and beneficiary thereof and will possess and may exercise all incidents of ownership therein.

13.06 Validity and Applicable Law

If any of the provisions of this Plan will be held invalid, or be held to violate any law, the remainder of this Plan will not be affected thereby and will remain in full force and effect. This Plan will be governed by the laws of the State of California.

13.07 Captions

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

SOUTHERN CALIFORNIA EDISON COMPANY

/s/ Jacqueline Trapp

Jacqueline Trapp

Exhibit 10.8

SOUTHERN CALIFORNIA EDISON COMPANY
EXECUTIVE SUPPLEMENTAL BENEFIT PROGRAM
As Amended June 19, 2014

This Executive Supplemental Benefit Program (“Program”) was originally effective March 15, 1978, and as thereafter amended consists of several parts or plans, each paid for by the Company: Part (A) “Survivor Income Continuation,” Part (B) “Supplemental Survivor Income,” Part (C) “Supplemental Survivor Income/Retirement Income” (which further consists of separate death benefit and retirement plans), and Part (D) “Supplemental Long-Term Disability.” Each separate part or plan that is included within this Program is intended to be a separate plan within the meaning of Section 409A of the Internal Revenue Code of 1986 (as amended, the “Code”) and Treasury Regulation Section 1.409A-1(c).

Eligible members (hereinafter referred to as “Participants”) are automatically provided coverage under the “Survivor Income Continuation” and the “Supplemental Long-Term Disability” parts of the Program. The “Supplemental Survivor Income” and the “Supplemental Survivor Income/Retirement Income” parts are in the alternative and employees who became eligible to participate irrevocably elected coverage under one or the other, but not both prior to January 1, 2005. It is the intention of the Company to continue these plans indefinitely, but they are subject to cancellation or amendment as may be required by law or as deemed appropriate by the Board of Directors except with respect to rights which have matured by reason of death, disability, or retirement of a Participant.

Individual eligibility and participation in these plans are subject to the terms and conditions set forth below and are only available to those employees whose participation was approved by the Chairman of the Board and Chief Executive Officer and who either (1) retired on or before January 1, 1993, or (2) were participants in these plans as of December 31, 1992 and did not elect in 1993 or 1994 to cease participation in these plans in favor of participation in the Executive Survivor and Disability Benefit Program. No benefits will be paid under these plans with respect to any employee who terminates his or her employment with the Company prior to retirement for any reason other than death or Separation from Service as defined in the Edison International 2008 Executive Severance Plan (the “Severance Plan”) such that the employee is eligible for benefits under the Severance Plan.

Notwithstanding the foregoing, if a Participant who is eligible under this Program becomes entitled to receive severance benefits under the Severance Plan or any similar successor plan as in effect upon the Participant’s Separation from Service, then such Participant shall be entitled to continued coverage under this Program with the same terms applicable for an eligible active employee for the one-year period commencing on the Participant’s Termination Date (as defined in the Severance Plan) (in the case of a Separation from Service during the Protected Period associated with a Change in Control due to severance or resignation for Good Reason (as such terms are defined in the Severance Plan), two years for Senior Vice Presidents and Executive Vice Presidents of Edison International or Southern California Edison Company, but three years for the Chief Executive Officer of Edison International, the President of Southern

California Edison Company, or the General Counsel or Chief Financial Officer of Edison International). If the Participant is entitled to a Retirement Income benefit under Section 4 of Part C and becomes entitled to receive severance benefits under the Severance Plan or any similar successor plan as in effect upon the Participant’s Separation from Service, then the Participant will be entitled to an additional one year of age credit beyond the Participant’s age on his or her Termination Date for purposes of the Retirement Income benefit calculation (in the case of a Separation from Service during the Protected Period associated with a Change in Control due to severance or resignation for Good Reason (as such terms are defined in the Severance Plan), two years for Senior Vice Presidents and Executive Vice Presidents of Edison International or Southern California Edison Company, but three years for the Chief Executive Officer of Edison International, President of Southern California Edison Company, or the General Counsel or Chief Financial Officer of Edison International).

Part A.
Survivor Income Continuation Plan

1. The basic Survivor Income Continuation benefit for Participants prior to retirement shall be an annual amount equal to 63% of the Participant’s total compensation, including final annual base salary and any Executive Incentive Compensation Awards. For purposes of the Executive Supplemental Benefit Program, the dollar amount of any Executive Incentive Compensation Awards shall be determined by applying the average percentage awards received in the three (3) highest years out of the last five (5) years (except for periods of less than three (3) years, in which case the highest percentage award received will be used). This percentage will then be applied to the Participant’s final annual base salary to arrive at a dollar amount which will be added to the Participant’s final annual base salary. This total dollar amount, rounded to the next highest thousand dollars, will be the Participant’s “Total Compensation” for purposes of the Executive Supplemental Benefit Program.

Survivor Income Continuation payments shall continue for ten (10) years following the Participant’s death. Payments shall be made in equal monthly installments commencing within 90 days following the date of death, and such payments shall be made to the Participant’s then living spouse or other designated beneficiary, if any. If, under this Survivor Income Continuation Plan, a Participant or beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries predeceased such Participant or designated beneficiary, any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

In determining the basic benefit of 63% of Total Compensation payable for 10 years, the Company has initially assumed a 10% nominal interest rate and a 50% marginal federal income tax rate. The basic benefit percentage of 63% (or 31.5% in the case of retired participants as described below) may be increased or decreased at the sole discretion of the Company because of changes in the interest rate assumption or in the tax rate assumption. However, any such changes in the basic benefit percentage will be made by the Company so that the after-tax dollar amount payable to the survivor(s) under this Part A will, as much as possible, approximate the after-tax dollar benefits which would have been paid under the prior plan before the Program was amended on December 20, 1984.

2. For those employees who retire and are participating in this Part A, the basic post‑retirement Survivor Income Continuation benefit shall be an amount equal to 31.5% of the employee’s Total Compensation, including final annual base salary and any Executive Incentive Compensation Award (determined pursuant to Section 1 hereof) and shall become payable upon the death of the Participant. Any such post-retirement payments shall be made over 10 years, as described in Section 1 above.

3. In addition to the basic benefit described in Section 1 above, a death benefit may also be available (in addition to any other benefits) if death occurs prior to retirement under circumstances which qualify as “accidental death” as defined in any master accidental death and dismemberment insurance policy which may be maintained by the Company. This accidental death benefit will be in an amount equal to a basic benefit coverage of two times the sum of the Participant’s annual base salary, plus any awards under the Executive Incentive Compensation Plan, determined according to Section 1 hereof.

Part B.

Supplemental Survivor Income Plan

1. Eligibility

Participation in this Part shall be available to employees (i) whose participation has been approved by the Chairman of the Board and Chief Executive Officer and (ii) who executed, on a form provided pursuant hereto within the prescribed time limit and in all cases prior to January 1, 2005, an election to be covered hereunder instead of under Part C, the Supplemental Survivor Income/Retirement Income Plan. Beneficiary designations shall be made on a form provided pursuant hereto and may be modified at any time unless the designation is specified as irrevocable, in which case, no subsequent beneficiary designation shall be valid.

2. Preretirement Benefit

Upon the death prior to retirement of a Participant, an annuity shall be payable as follows:

(a) If the designated beneficiary is the surviving spouse of the Participant (or a spouse at the time of beneficiary designation, but not at death), the amount of this benefit will be a lifetime monthly annuity payment. The monthly amount of this benefit will be equal to one twelfth (1/12) of 25% of the sum of the Participant’s annual base salary at the time of death plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death. Such payments will be for a minimum of ten years and, should the surviving spouse die less than ten years after the Participant, any remaining benefits will be payable to the successor beneficiary designated by the Participant or, if there be none, to the spouse’s designated beneficiary in the same manner as the payments had been made to the spouse for the remainder of any such ten year period. If the surviving spouse (or designated former spouse) is more than three years younger than the Participant, the lifetime monthly annuity benefit shall be calculated as follows: (i) the present value of the benefit

payable shall be calculated as if such spouse were three years younger than the Participant; (ii) such present value shall be converted to a monthly benefit amount based on the actuarial life expectancy of the actual surviving spouse (or surviving designated former spouse) and shall be determined using (i) the interest rate assumption determined pursuant to Section 1 of Part A hereof, and (ii) 1983 Group Annuity Mortality table.

(b) If the Participant designates a beneficiary or beneficiaries (other than his or her spouse or a former spouse eligible for benefits under the preceding paragraph) such beneficiary or beneficiaries will receive a monthly benefit to be determined as follows. The amount of this monthly benefit will be equal to one-twelfth (1/12) of 25% of the sum of the Participant’s annual base salary at the time of death plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death. Such payments shall continue for a period equal to the assumed life expectancy of a spouse three years younger than the Participant at the time of the Participant’s death, using the 1983 Group Annuity Mortality table. This benefit shall be payable for a minimum of ten years, and should a beneficiary die less than ten years after the death of the Participant, any unpaid benefits remaining for this ten-year period shall be payable to the successor beneficiary designated by the Participant or, if there be none, to whomever his or her beneficiary designates.

(c) If, under this Supplemental Survivor Income Plan, a Participant or beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries predeceased such Participant or designated beneficiary, any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

3. Post-retirement Benefit

Upon the death after retirement of a Participant, his or her beneficiary shall be paid a monthly benefit in an amount equal to one-twelfth (1/12) of 25% of the sum of the Participant’s annual base salary (immediately prior to retirement) plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death. This benefit will be payable for ten years only and, should the designated beneficiary (or subsequent beneficiary) die prior to the expiration of such ten year period, any remaining payments will be continued, until exhausted, to the successor beneficiary designated by the Participant or, if there be none, to whomever the beneficiary designates.

If, under this Supplemental Survivor Income Plan, a Participant or designated beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries have predeceased such Participant or beneficiary, any remaining payments shall be paid to the estate of whomever was last receiving benefit payments.

Part C.

Supplemental Survivor Income/Retirement Income Plan

1. Eligibility

Participation in this part shall be available to employees (i) whose participation has been approved by the Chairman of the Board and Chief Executive Officer and (ii) who executed, on a form provided pursuant hereto within the prescribed time limit and in all cases prior to January 1, 2005, an election to be covered hereunder instead of under Part B, the Supplemental Survivor Income Plan. Beneficiary designations shall be made on a form provided pursuant hereto and may be modified at any time unless the designation is specified as irrevocable, in which case, no subsequent beneficiary designation shall be valid. For the avoidance of doubt, the Supplemental Survivor Income and Retirement Income sections of this Part C are each intended as a separate plan within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(c).

2. Preretirement Benefit

Upon the death, prior to retirement of a Participant, an annuity shall be payable as follows:

(a) If the designated beneficiary is the surviving spouse of the Participant (or a spouse at the time of beneficiary designation, but not at death), the amount of this benefit will be a lifetime monthly annuity payment. The monthly amount of this benefit will be equal to one‑twelfth (1/12) of 25% of the sum of the Participant’s annual base salary at the time of death plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death. Such payments will be for a minimum of ten years and, should the surviving spouse die less than ten years after the Participant, any remaining unpaid benefits will be payable to the successor beneficiary designated by the Participant or, if there be none, to the spouse’s designated beneficiary in the same manner as the payments had been made to the spouse for the remainder of such ten-year period. If the surviving spouse (or designated former spouse) is more than three years younger than the Participant, the lifetime monthly benefit shall be calculated as follows: (i) the present value of the benefit payable shall be calculated as if such spouse were three years younger than the Participant; (ii) such present value shall be converted to a monthly benefit amount based on the actuarial life expectancy of the actual surviving spouse (or surviving designated former spouse) and shall be determined using (i) the interest rate assumption determined pursuant to Section 1 of Part A hereof, and (ii) the 1983 Group Annuity Mortality table.

(b) If the Participant designates a beneficiary or beneficiaries other than his or her spouse (or a former spouse eligible for benefits under the preceding paragraph) such beneficiary or beneficiaries will receive a monthly benefit to be determined as follows. The amount of this monthly benefit will be equal to one-twelfth (1/12) of 25% of the sum of the Participant’s annual base salary at the time of death plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly

benefit shall be paid in equal monthly installments commencing within 90 days following the date of death. Such payments shall continue for a period equal to the assumed life expectancy of a spouse three years younger than the Participant at the time of the Participant’s death using the 1983 Group Annuity Mortality table. This benefit shall be payable for a minimum of ten years, and should a beneficiary die less than ten years after the death of a Participant, any unpaid benefits remaining for this ten year period shall be payable to the successor beneficiary designated by the Participant or, if there be none, to whomever his or her beneficiary designates. If, under this Supplemental Survivor Income/Retirement Income Plan, a Participant or beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries predeceased such Participant or designated beneficiary, any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

3. Post-retirement Benefit

Upon the death, after retirement, of a Participant, his or her beneficiary shall be paid a monthly benefit in an amount equal to one-twelfth (1/12) of 25% of the sum of the Participant’s final annual base salary (immediately prior to retirement) plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A hereof). This monthly benefit shall be paid in equal monthly installments commencing within 90 days following the date of death.

This benefit will be payable for ten years only and, should the designated beneficiary (or subsequent beneficiary) die prior to the expiration of such ten year period, any remaining payments will be continued, until exhausted, to the successor beneficiary designated by the Participant or, if there be none, to whomever his or her beneficiary designates.

If, under this Supplemental Survivor Income/Retirement Income Plan, a Participant or designated beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries predeceased such Participant or designated beneficiary, any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

4. Supplemental Retirement Income Benefit

(a) In accordance with transition rules under Section 409A of the Code, a Participant may (i) apply for a supplemental retirement annuity in lieu of the benefit which otherwise would be made available to a beneficiary under Section 3 of this Part C and/or (ii) elect whether to commence payment (A) within 90 days following the date of the Participant’s Separation from Service or (B) within 60 days following the later of the Participant’s Separation from Service or the first day of the month following the month in which the Participant attains age 61. Such application shall be submitted in writing, by December 31, 2008, to the Chief Executive Officer of Edison International, and shall include a statement of the reasons for such application. For purposes of this Program, Separation from Service shall be as defined in the Severance Plan, and shall mean the date when the Participant has a termination of employment 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.

(b) Upon approval of the application by the Chief Executive Officer of Edison International, the Participant, if he or she retires at or after age 61, shall receive a supplemental retirement annuity in a monthly amount equal to one-twelfth (1/12) of 10% of the sum of the retired Participant’s final annual base salary plus the amount of any Executive Incentive Compensation Awards (determined according to Section 1 of Part A, hereof). The supplemental retirement annuity shall be paid in equal monthly installments commencing within 90 days following the date of the Participant’s Separation from Service, unless the Participant has timely elected to commence payment within 60 days following the later of the Participant’s Separation from Service or the first day of the month following the month in which the Participant attains age 61. The supplemental retirement annuity shall be payable monthly for ten years only, to the Participant or his or her designated beneficiary (or subsequent beneficiary) should he or she die prior to the exhaustion of benefits available under this option.

(c) Effective for eligible Participants retiring on or after September 1, 1983 and after giving effect to any age credits provided for in this Program in connection with the Participant’s Separation from Service, if the Participant’s application for this optional benefit is approved and he or she retires prior to age 61 but not earlier than age 60, the benefit described under (b) shall be reduced by an amount equal to one-quarter of one percent (1/4%) for each month between his or her benefit payment commencement date and the first day of the month nearest his or her 61st birthday. For each month the benefit payment commencement date precedes age 60, the Participant’s benefit amount shall be reduced an additional one-third of one percent (1/3%).

(d) If, under this Supplemental Survivor Income/Retirement Income Plan, a Participant or beneficiary dies under circumstances in which benefits are payable but there is no beneficiary designation, or all other beneficiaries have predeceased such Participant or beneficiary(ies), any remaining payments shall be made to the estate of whomever was last receiving benefit payments.

Part D.

Supplemental Long-Term Disability Plan

1. To qualify for benefits under this Part D, a Participant must (i) be eligible for and (ii) qualify to receive monthly disability benefits under the Company’s Long-Term Disability Plan for Management Employees.

Eligibility for benefits under this Part D will be determined according to the eligibility standards and requirements set forth in the Company’s Long-Term Disability Plan for Management Employees.

2. The monthly income benefit payable under this Part D to an eligible and qualified participant shall be an amount equal to one-twelfth (1/12) of 60% of the amount of any Executive Incentive Compensation Awards. For purposes of this Part D, the dollar amount of

any Executive Incentive Compensation Awards shall be determined by applying the average percentage awards received in the three (3) highest years out of the last five years (except for periods of less than three (3) years, in which case the highest percentage award received will be used). This percentage will then be applied to the Participant’s final annual base salary (before his or her disability) to arrive at a dollar amount of any Executive Incentive Compensation Awards to which the 60% factor will be applied. This monthly disability benefit will be calculated as of the first of the month in which the total disability began.

3. Payment of benefits shall commence at the same time, or as soon thereafter as practicable, as monthly income benefit payments begin under the Company’s Long-Term Disability Plan for Management Employees.

4. Payment of benefits under this Part D shall continue until such time as monthly benefits end under the Company’s Long-Term Disability Plan for Management Employees.

5. To the fullest extent possible, the Company intends to administer this Part D according to the provisions of its Long-Term Disability Plan for Management Employees.

Part E.

Administration

1. The Executive Supplemental Benefit Program described herein (comprised of Parts A, B, C and D) shall be administered by the Company, under the direction of the Vice President, Human Resources, or such other individuals as may be authorized by him or her to perform such duties. Such administration shall include the power to interpret the various Parts of the Program, and make such equitable adjustments as may be necessary to effectuate the purposes thereof.

2. The payments to be made by the Company pursuant hereto require the Participant, for so long as the Participant remains in the active employ of the Company, to devote substantially all of his or her time, skill, diligence and attention to the business of the Company, 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 Company.

3. In the event that the employment of the Participant by the Company is terminated for any reason other than death, disability, a Separation from Service such that the Participant is eligible for benefits under the Severance Plan, or retirement, any benefits under this Program shall thereupon terminate, and the Company shall have no further obligation hereunder. Nothing contained herein shall be construed to be a contract of employment for any term of years, nor as conferring upon the Participant the right to continue in the employ of the Company as a Management employee or in any other capacity. This Program relates exclusively to Executive Supplemental Benefits and is not intended to be an employment contract.

4. All payments hereunder shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established and no other segregation of assets shall be made to assure the payment of any benefits hereunder. Nothing contained in this Program, and no action taken pursuant to any of its provisions, shall create or be construed to

create a trust of any kind, or a fiduciary relationship, between the Company and the Participant, a designated beneficiary, or any other beneficiaries of the Participant, or any other person. Payments to the Participant or the Participant’s survivor or other designated beneficiary(ies) or any other beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general assets of the Company, and no person shall have by virtue of the provisions of this Program, any interest in such assets. To the extent that any person acquires a right to receive payments from the Company under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company.

5. In the event that, in its discretion, the Company purchases an insurance policy or policies insuring the life of the Participant to allow the Company to recover, in whole, or in part, the cost of providing the benefits hereunder, neither the Participant, the survivor or other designated beneficiary(ies), nor any other beneficiary shall have any rights whatsoever therein; the Company shall be the sole owner and beneficiary thereof and shall possess and may exercise all incidents of ownership therein.

6. Benefits under this Program shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the parties. Notwithstanding the foregoing, the right to receive payment hereunder is hereby expressly declared to be personal, nonassignable and nontransferrable, except by will, intestacy, or as otherwise required by law, and in the event of any attempted assignment, alienation or transfer of such rights contrary to the provisions hereof, the Company shall have no further liability for payments hereunder.

7. Subject to Section 8 of Part E, the Company shall make all determinations as to rights to benefits under this Program. Any decision by the Company denying a claim by the Employee or his or her beneficiary for benefits under this Plan shall be stated in writing and delivered or mailed to the Participant or such beneficiary hereof. Such notice shall set forth the specific reasons for the denial, written in a manner that may be understood without legal or actuarial counsel. In addition, the Company shall afford a reasonable opportunity to the Participant or such beneficiary for a full and fair review of the decision denying such claim.

8. The Board (either directly or through its designees) will have power and authority to interpret, construe, and administer this Program; provided that, the Board’s authority to interpret this Program shall not cause the Board’s decisions in this regard to be entitled to a deferential standard of review in the event that a Participant or beneficiary seeks review of the Board’s decision as described below. In addition, the Board shall have the power to prospectively modify or terminate this Program, provided that any such modification or termination does not result in the elimination of any rights that the Participant or beneficiary may have under this Program. Absent the consent of the Participant, however, the Board shall in no event have any authority to modify this section.

No member of the Board, nor its designee, shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Program.

In the event of an amendment or termination of any Part of this Program, the benefits payable on account of a retired or deceased Participant shall not be impaired, and the benefits of

other Participants shall not be less than the benefits to which each such Participant would have been entitled immediately prior to such amendment or termination of any Part (or Parts) of the Program.

Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 8 shall be the sole remedy available to a Participant or beneficiary after he or she has exhausted the claim and review procedures set forth in Section 7 of Part E. Furthermore, exhaustion by the Participant or beneficiary of the claim and review procedures set forth in Section 7 of Part E is a mandatory prerequisite for binding arbitration under this Section 8. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Section 7 of Part E shall be remanded to the Company to permit the claim and review procedures to be exhausted.

After a Participant or beneficiary has exhausted the claim and review procedures set forth in Section 7 of Part E, if the Participant or beneficiary is determined by the Company not to be eligible for benefits, or if the Participant or beneficiary believes that he or she is entitled to greater or different benefits, the Participant or beneficiary may submit his or her claim to final and binding arbitration under this Section 8.

Any arbitration under this Section 8 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Company pursuant to the claim and review procedures set forth in Section 7 of Part E shall be upheld by the Arbitrator unless the Arbitrator determines that the Company abused its discretion. Notwithstanding the preceding sentence, if a Change in Control occurs, then a claim review decision rendered by the Company within the three years following the Change in Control shall, if it is challenged by the Participant or beneficiary in accordance with this Section 8, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto, and may be enforced by any court of competent jurisdiction. All costs unique to arbitration (e.g., the Arbitrator’s fees and room fees) shall be paid by the Company. The parties shall otherwise bear their own costs (e.g., attorneys’ fees, expert fees, witness fees, etc.). If,

however, any party prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, then the Arbitrator may award reasonable fees and costs to the prevailing party.

Notwithstanding any contrary provisions of this Section 8, if the claim is for disability benefits, the following rules apply: (1) arbitration under this Section 8 shall be the mandatory second level of appeal following the exhaustion by the Participant or beneficiary of the claim and review procedures set forth in Section 7 of Part E, and such exhaustion is a mandatory prerequisite for arbitration under this Section 8—any arbitration or civil action brought with respect to a claim for disability benefits prior to the exhaustion of the claim and review procedures set forth in Section 7 of Part E shall be remanded to the Company to permit the claim and review procedures to be exhausted; (2) arbitration of a claim for disability benefits under this Section 8 shall not be binding, and the Participant or beneficiary shall not be precluded from challenging the decision of the Arbitrator in a civil action brought pursuant to Section 502(a) of ERISA; and (3) except as specifically set forth in this Section 8, if the claim is for disability benefits, the arbitration shall be conducted as set forth in this Section 8.

9. If any person entitled to payments under this Program is incapacitated and unable to use such payments in his or her own best interest, the Company may direct that payments (or any portion thereof) 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. The Company shall have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.

10. A Participant or his or her designated beneficiary or beneficiaries may submit a hardship distribution request to the Board or its designee in writing setting forth the reasons for the request. The Board or its designee will have the sole authority to approve or deny such requests. Upon a finding that the Participant has suffered an Unforeseeable Emergency, the Board or its designee 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. For purposes of Section 10 under this Part E, “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s designated beneficiary or beneficiaries, or the Participant’s spouse or dependent (as defined in Code Section 152, without regard to Section 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.

11. Notwithstanding any provision of this Program to the contrary, if the Participant is a “specified employee” as defined in Section 409A of the Code, the Participant shall not be entitled to any payments or benefits 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 for any reason other than death, or (ii) the date of the Participant’s death. Any amounts otherwise payable to the Participant following a termination of his or her employment that are not so paid by reason of this Section 11 of Part E 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 11 of Part E shall only apply if, and to the extent, required to comply with Section 409A of the Code.

SOUTHERN CALIFORNIA EDISON COMPANY

/s/ Jacqueline Trapp

Jacqueline Trapp

Exhibit 10.9

EDISON INTERNATIONAL

2008 EXECUTIVE DISABILITY PLAN

Amended and Restated Effective June 19, 2014

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.

Board means the Board of Directors of EIX.

Change in Control means a Change in Control of EIX as defined in the EIX 2008 Executive Severance Plan (or any similar successor plan).

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. Notwithstanding the foregoing, with respect to a particular Eligible Employee’s benefits under the Plan, for purposes of determining which Affiliate is obligated to pay such benefits, Employer as to such Eligible Employee and benefits means the Affiliate last employing the Eligible Employee.

Plan means the EIX 2008 Executive Disability Plan.

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. An Eligible Employee shall cease to be eligible to participate in the Plan, and his or her Plan benefits (if any) shall terminate if he or she ceases to be employed by an Affiliate (regardless of the reason for the termination of employment).

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

An Eligible Employee’s benefits paid under the Plan will be paid from the general funds of the Eligible Employee’s Employer, and the Eligible Employee will be no more than an unsecured general creditor of that 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. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all

Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Eligible Employees, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Eligible Employee will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 3.2, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Eligible Employee will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 3.2 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Eligible Employees for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of Plan benefit obligations that are assumed by EIX.

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.

3.4 Incapacity

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.

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 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

(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 6.2 shall be the sole remedy available to a claimant after he or she has exhausted the claim and review procedures set forth in Section 6.1. Furthermore, exhaustion by the claimant of the claim and review procedures set forth in Section 6.1 is a mandatory prerequisite for binding arbitration under this Section 6.2. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Section 6.1 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.

(b) After a claimant has exhausted the claim and review procedures set forth in Section 6.1, if the 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 may submit his or her claim to final and binding arbitration under this Section 6.2.

Any arbitration under this Section 6.2 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Section 6.1 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if a Change in Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change in Control shall, if it is challenged by the claimant in accordance with this Section 6.2, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

(c) Notwithstanding any contrary provisions of this Section 6.2, if the claim is for disability benefits, the following rules apply: (1) arbitration under this Section 6.2 shall be the mandatory second level of appeal following the exhaustion by the claimant of the claim and review procedures set forth in Section 6.1, and such exhaustion is a mandatory prerequisite for arbitration under this Section 6.2—any arbitration or civil action brought with respect to a claim for disability benefits prior to the exhaustion of the claim and review procedures set forth in Section 6.1 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted; (2) arbitration of a claim for disability benefits under this Section 6.2 shall not be binding, and the claimant shall not be precluded from challenging the decision of the Arbitrator in a civil action brought pursuant to Section 502(a) of ERISA; and (3) except as specifically set forth in this Section 6.2(c), if the claim is for disability benefits, the arbitration shall be conducted as set forth in Section 6.2(b).

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.

7.5 Gender, Singular and Plural

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

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 amended and restated Plan effective the 19 ^th day of June, 2014.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

__________________________________________

Jacqueline Trapp

Director, Executive Talent and Rewards

Exhibit 10.10

EDISON INTERNATIONAL

2008 EXECUTIVE SURVIVOR BENEFIT PLAN

Amended and Restated Effective June 19, 2014

PREAMBLE

The purpose of this Plan is to provide survivor benefits to surviving spouses or other designated Beneficiaries of 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.

Beneficiary means the person or persons or entity designated as such in accordance with Article 3 of the Plan.

Board means the Board of Directors of EIX.

Bonus means the amount awarded to the Eligible Employee by the Employer 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 EIX 2008 Executive Deferred Compensation Plan.

Change in Control means a Change in Control of EIX as defined in the EIX 2008 Executive Severance Plan (or any similar successor plan).

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

EIX means Edison International.

Eligible Employee means an Executive of an Affiliate.

Plan means the EIX 2008 Executive Survivor Benefit Plan.

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

Senior Officer means (i) the CEO, President, Executive Vice President, Senior Vice President or elected Vice President 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 an Eligible Employee 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.

Total Annual Compensation means for Senior Officers the sum, rounded to the next highest thousand dollars, of (1) the Salary Rate at the time of the officer’s death and (2) the Salary Rate multiplied by the percentage of salary that is the average of the three highest percentages of salary represented by Bonuses awarded for the past five completed calendar years, except that if the officer has been an Executive of an Affiliate for fewer than three completed calendar years, the highest percentage among Bonuses awarded will be used, or if the officer has not yet been awarded a Bonus, the target Bonus percentage will be used.

ARTICLE 2
BENEFITS

The benefit paid under the Plan is a death benefit payable in a lump sum to an Eligible Employee’s designated Beneficiary upon the death of the Eligible Employee prior to his or her Separation from Service for reasons other than death.

For the Beneficiary of a Senior Officer, the intended net benefit amount after taxes is one times the officer’s Total Annual Compensation. For the Beneficiary of an Eligible Employee who is not a Senior Officer, the intended net benefit amount after taxes is one times the employee’s Salary Rate immediately prior to his or her death. For purposes of calculating the gross amount of the benefit, the maximum marginal federal income tax rate in effect on the date of the Eligible Employee’s death and the maximum marginal income tax rates in effect on the date of the

Eligible Employee’s death for any state and local income taxes applicable in the tax jurisdiction where the Eligible Employee resided immediately prior to his or her death, will be used.

Notwithstanding the foregoing, with respect to Eligible Employees who were Senior Officers during any portion of 2007 or Executives as of December 31, 1994, and who had not previously elected to decline participation in the Executive Disability and Survivor Benefit Program, the intended net benefit amount is two times the officer’s Total Annual Compensation.

ARTICLE 3
BENEFICIARY DESIGNATION

The Eligible Employee 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 event of the Eligible Employee’s death. The Beneficiary designation will be effective when it is submitted in writing to the Administrator during the Eligible Employee’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 an Eligible Employee 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 Eligible Employee’s new spouse has previously been designated as a Beneficiary. The spouse of a married Eligible Employee must consent in writing to any designation of a Beneficiary other than the spouse.

If an Eligible Employee 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 Eligible Employee, then the Administrator will direct the distribution of the benefits to the Eligible Employee’s estate. If a primary Beneficiary dies after the Eligible Employee’s death but prior to completion of the distribution of benefits under this Plan, and no contingent Beneficiary has been designated by the Eligible Employee, any remaining payments will be made to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 4
CONDITIONS RELATED TO BENEFITS

4.1 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 the Eligible Employee or any Beneficiary or other claimants and from all orders, decrees, levies, garnishment or executions against the Eligible Employee or any Beneficiary to the fullest extent allowed by law.

4.2 No Right to Assets

An Eligible Employee’s benefits paid under the Plan will be paid from the general funds of the Eligible Employee’s Employer, and the Eligible Employee and any Beneficiary will be no more

than an unsecured general creditor of that Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. Neither the Eligible Employee nor the Beneficiary will have a claim to benefits from any other Affiliate. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Eligible Employees, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Eligible Employee (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 4.2, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Eligible Employee will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 3.2 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Eligible Employees for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of Plan benefit obligations that are assumed by EIX.

4.3 Protective Provisions

4.4 Incapacity

ARTICLE 5
PLAN ADMINISTRATION

5.1 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.

5.2 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 6
AMENDMENT OR TERMINATION OF PLAN

6.1 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.

6.2 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 deceased Eligible Employee will not be impaired.

ARTICLE 7
CLAIMS AND REVIEW PROCEDURES

7.1 Claims Procedure

(a) The Administrator will notify a Beneficiary (or person submitting a claim on behalf of the 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 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 Beneficiary, the same procedures will apply to the Beneficiary's Beneficiaries.

7.2 Dispute Arbitration

(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 7.2 shall be the sole remedy available to a claimant after he or she has exhausted the claim and review procedures set forth in Section 7.1. Furthermore, exhaustion by the claimant of the claim and review procedures set forth in Section 7.1 is a mandatory prerequisite for binding arbitration under this Section 7.2. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Section 7.1 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.

(b) After a claimant has exhausted the claim and review procedures set forth in Section 7.1, if the 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 may submit his or her claim to final and binding arbitration under this Section 7.2.

Notwithstanding the preceding sentence, if a Change in Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change in Control shall, if it is challenged by the claimant in accordance with this Section 7.2, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

ARTICLE 8
MISCELLANEOUS

8.1 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.

8.2 Forfeiture

8.3 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.

8.4 Employment Not Guaranteed

8.5 Gender, Singular and Plural

8.6 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.

8.7 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.

8.8 Waiver of Breach

8.9 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.

8.10 Notice

8.11 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 amended and restated Plan effective the 19 ^th day of June, 2014.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

__________________________________________

Jacqueline Trapp

Director, Executive Talent and Rewards

Exhibit 10.11

EDISON INTERNATIONAL

2008 EXECUTIVE SEVERANCE PLAN

PREAMBLE

Edison International hereby amends and restates the Edison International Executive Severance Plan effective June 19, 2014. This Plan is intended to be an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

The purpose of this Plan is to provide for continuity in the management and operations of the Employers by offering Eligible Employees of the Affiliates employment protection and financial security.

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 5 of the Plan.

Board means the Board of Directors of EIX.

Cause means the occurrence of either or both of the following:

(1) The Eligible Employee’s conviction for, or pleading guilty or nolo contendere to, committing an act of fraud, embezzlement, theft, or other act constituting a felony; or

(2) The willful engaging by the Eligible Employee in misconduct that:

(i) if the event giving rise to the termination of the Eligible Employee’s employment does not occur during a Protected Period, is in violation of EIX’s and/or the Eligible Employee’s Employer’s policies and practices applicable to the Eligible Employee from time to time; or

(ii) if the event giving rise to the termination of the Eligible Employee’s employment occurs during a Protected Period, would have resulted in the termination of the Eligible Employee’s employment by EIX or the Eligible Employee’s Employer under EIX’s and/or the Eligible Employee’s Employer’s policies and practices applicable to the Eligible Employee in effect immediately prior to the start of the Protected Period.

However, no act or failure to act, on the Eligible Employee’s part, shall be considered “willful” unless done, or omitted to be done, by the Eligible Employee not in good faith and without reasonable belief that his or her action or omission was in the best interest of EIX and his or her Employer.

CEO means the Chief Executive Officer of EIX.

Change in Control means a change in control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:

(1) Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of EIX) becomes the Beneficial Owner, directly or indirectly, of securities of EIX representing thirty percent (30%) or more of the combined voting power of EIX’s then outstanding securities. For purposes of this clause, “Person” shall mean any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except that such term shall not include one or more underwriters acquiring newly-issued voting securities (or securities convertible into voting securities) directly from EIX with a view towards distribution; and the term “Beneficial Owner” shall mean as defined under Rule 13d-3 promulgated under the Exchange Act.

(2) On any day after the Effective Date (the “Reference Date”) Continuing Directors cease for any reason to constitute a majority of the Board. A director is a “Continuing Director” if he or she either:

(i) was a member of the Board on the applicable Initial Date (an “Initial Director”); or

(ii) was elected to the Board, or was nominated for election by EIX’s shareholders, by a vote of at least two-thirds (2/3) of the Initial Directors then in office.

A member of the Board who was not a director on the applicable Initial Date shall be deemed to be an Initial Director for purposes of clause (ii) above if his or her election, or nomination for election by EIX’s shareholders, was approved by a vote of at least two-thirds (2/3) of the Initial Directors (including directors elected after the applicable Initial Date who are deemed to be Initial Directors by application of this provision) then in office. For these purposes, “Initial Date” means the later of (i) the Effective Date or (ii) the date that is two years before the Reference Date.

(3) EIX is liquidated; all or substantially all of EIX’s assets are sold in one or a series of related transactions; or EIX is merged, consolidated, or reorganized with or involving any other corporation, other than a merger, consolidation, or reorganization that results in the voting securities of EIX outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of EIX (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization. Notwithstanding the foregoing, a bankruptcy of EIX or a sale or spin-off of an affiliate of EIX (short of a dissolution of EIX or a liquidation of substantially all of EIX’s assets, determined on an aggregate basis) will not constitute a Change in Control of EIX.

(4) The consummation of such other transaction that the Board may, in its discretion in the circumstances, declare to be a Change in Control of EIX for purposes of this Plan.

COBRA means the health care continuation coverage requirements set forth in Section 4980B of the Code.

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

Disability means the Eligible Employee (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.

Effective Date means December 31, 2008.

EIX means Edison International, or any successor thereto as provided in Section 8.1.

Eligible Employee means an Executive of an Affiliate or an employee of an Affiliate who was an Executive of an Affiliate after a Potential Change in Control (unless and until the Board declares in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control or an actual Change in Control occurs) or during a Protected Period.

Employer means the Affiliate employing the Eligible Employee. As the context may require, an Eligible Employee’s Employer means the Employer that employs or last employed the Eligible Employee.

Exchange Act means the United States Securities Exchange Act of 1934, as amended.

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

Executive Retirement Plan means the EIX 2008 Executive Retirement Plan, as amended from time to time, or any similar or successor plan sponsored by an Employer.

Good Reason means, without the Eligible Employee’s express written consent, the occurrence of any one or more of the following during the Protected Period:

______________________________

¹ Effective December 31, 2013, no EME Individual shall be an “Eligible Employee” under this Plan. For this purpose, EME’s employees, EME’s former employees, and their respective beneficiaries are collectively referred to as “EME Individuals,” and “EME” refers to Edison Mission Energy and its subsidiaries.


(1)	A material diminution in the Eligible Employee’s authorities, duties, and/or responsibilities.

(2) A material diminution by the Eligible Employee’s Employer of the Eligible Employee’s Salary as in effect on the Effective Date, or as the same shall be increased from time to time.

(3) The relocation of the Eligible Employee’s principal office more than 50 miles from the Eligible Employee’s principal office.

(4) Any other action or inaction that constitutes a material breach by the Employer of the agreement under which the Eligible Employee provides services.

The foregoing events shall only constitute “Good Reason” if the Eligible Employee provides notice to the Employer of the existence of the condition within 90 days of its initial existence and the Employer does not remedy the condition within 30 days.

Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a group as contemplated by Sections 13(d)(3) and 14(d)(2) thereof.

Plan means the EIX 2008 Executive Severance Plan.

Potential Change in Control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:

(1) Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of EIX or of an EIX affiliate):


(i)	announces an intention to take action which, if consummated, would result in a Change in Control; or

(ii) becomes the Beneficial Owner, directly or indirectly, of securities of EIX representing fifteen percent (15%) or more of the combined voting power of EIX’s then outstanding securities. For purposes of this clause, “Person” (and “group” as used in the definition of Person) shall not include one or more underwriters acquiring newly-issued voting securities (or securities convertible into voting securities) directly from EIX with a view towards distribution.

(2) EIX enters into an agreement that, if consummated, would result in a Change in Control.

(3) The Board declares that a Potential Change in Control has occurred for purposes of this Plan.

Qualifying Termination Event means, as to an Eligible Employee, the occurrence of one or both of the following events within the Protected Period corresponding to a Change in Control:

(1) A termination of the Eligible Employee’s employment by his or her Employer, without the Eligible Employee’s consent, for reasons other than Cause or Disability; or

(2) A termination of employment by the Eligible Employee for Good Reason; provided that the termination of employment is in no event later than two years following the initial existence of the Good Reason condition.

Retiree Health Care Program means, as to an Eligible Employee, the Eligible Employee’s Employer’s retiree health care program (if any).

Salary means the Eligible Employee’s basic pay from the Employer (excluding bonuses, special awards, commissions, severance pay, and other non-regular forms of compensation).

Target Bonus Percentage means the target, stated as a percentage of salary, fixed by the CEO of the Employer or by the Administrator for the bonus to be awarded to the Eligible Employee pursuant to the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan or a successor plan governing annual executive bonuses.

Termination Date means, in the case of an Eligible Employee who becomes entitled to benefits under this Plan, the day on which the Eligible Employee incurs a Separation from Service in connection with the event that entitles the Eligible Employee to such benefits.

ARTICLE 2
SEVERANCE BENEFITS

2.1 Right to Severance Benefits

Subject to Sections 2.6, 8.2, 10.1, and 10.9, an Eligible Employee shall be entitled to receive from his or her Employer the benefits described in Section 2.3 if the Eligible Employee’s employment by his or her Employer is terminated by the Employer without Cause (and other than due to the Eligible Employee’s Disability). Notwithstanding anything else contained herein to the contrary, an Eligible Employee shall not be entitled to receive the benefits described in Section 2.3 if the Eligible Employee is entitled to benefits under or as described in Section 2.2.

2.2 Right to Change in Control Severance Benefits

Subject to Sections 2.6, 8.2, 10.1, and 10.9, an Eligible Employee shall be entitled to receive the benefits described in Section 2.4 if the Eligible Employee incurs a Qualifying Termination Event. If more than one Qualifying Termination Event occurs with respect to an Eligible Employee, such events shall constitute a single Qualifying Termination Event and the provisions

of Section 2.4 shall apply with respect to the Eligible Employee only once. An Eligible Employee’s continued employment shall not constitute a consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason for purposes of determining if a Qualifying Termination Event has occurred with respect to the Eligible Employee.

2.3 Severance Benefit - Termination by Employer Without Cause (Other than a Qualifying Termination Event or Termination due to the Eligible Employee’s Disability)

In the event that an Eligible Employee becomes entitled to receive benefits in accordance with Section 2.1, then the Eligible Employee shall be entitled to the benefits described in Sections 2.3.1 through 2.3.6 below.

2.3.1 Cash Benefit

The Eligible Employee’s Employer shall pay to the Eligible Employee a non-discounted cash amount equal to the sum of the following:

(a) an amount equal to the greater of:

(1) one times the highest annualized rate of the Eligible Employee’s Salary in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date, or

(2) one times the highest weekly rate of the Eligible Employee’s Salary in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date multiplied by the number of weeks that would have been used (if the Eligible Employee had not been an Executive) to determine the Eligible Employee’s cash severance benefit under the non-executive severance plan (if any) maintained by the Eligible Employee’s Employer and as in effect on the Eligible Employee’s Termination Date;

(b) except as provided in EIX’s 2008 Executive Bonus Program (or successor annual bonus program for the relevant year) as to an Eligible Employee who is covered by such program, in the calendar year in which the Eligible Employee’s Termination Date occurs, a pro rata portion (based on the number of weekdays that elapsed in the calendar year in which the Eligible Employee’s Termination Date occurs between the start of that calendar year and the Eligible Employee’s Termination Date) of the Eligible Employee’s highest Target Bonus Percentage in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date multiplied by the Eligible Employee’s highest annualized Salary in effect at any time during such 24-month period; and

(c) an amount equal to one times the highest annualized rate of the Eligible Employee’s Salary in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date times the Eligible Employee’s highest Target Bonus Percentage in effect at any time during the 24-month period ending on the Eligible Employee’s Termination Date.

The amount determined under this Section 2.3.1 shall be paid as a lump sum without notice or demand within 65 days following the date of the Eligible Employee’s Separation from Service,

but only if EIX has timely received from the Eligible Employee the agreement referenced in Section 10.1.

2.3.2 Health Care Coverage Benefit

(a) The Eligible Employee will be eligible to participate in the Retiree Health Care Program if, under the terms of the non-executive severance plan (if any) maintained by the Eligible Employee’s Employer and as in effect on the Eligible Employee’s Termination Date, the Eligible Employee would otherwise have been eligible (if he or she had not been an Executive) for participation in the Retiree Health Care Program by virtue of his or her age and service. For purposes of clarity, any healthcare benefits and subsidy (as opposed to eligibility) will be determined under the Retiree Health Care Program and not the non-executive severance plan.

(b) If the Eligible Employee is not eligible for the Retiree Health Care Program in accordance with Section 2.3.2(a), is not otherwise eligible for the Retiree Health Care Program, or his or her Employer does not maintain a retiree health care program, the Eligible Employee will receive an extension of health care coverage for a period following the Eligible Employee’s Termination Date that is the greater of 12 months or the extension period for which the Eligible Employee would have been eligible (if he or she had not been an Executive) under the non-executive severance program (if any) maintained by the Eligible Employee’s Employer and as in effect on the Eligible Employee’s Termination Date but in no event longer than the maximum period the Eligible Employee would be entitled to continuation coverage under COBRA. Any continued coverage in accordance with the preceding sentence shall be on terms similar to those as in effect under the Eligible Employee’s Employer’s health care program in effect with respect to the Eligible Employee immediately before the termination of his or her employment and based on the Eligible Employee’s coverage elections in effect at such time, provided that the actual healthcare benefits and subsidy will be determined under the Eligible Employee’s Employer’s healthcare program as it may be amended from time to time. Notwithstanding Section 6.3 to the contrary, EIX and/or the Eligible Employee’s Employer, as applicable, shall not be obligated to continue such coverage if the Eligible Employee obtains similar coverage from any successor employer or from a health insurance exchange. EIX and/or the Eligible Employee’s Employer, as applicable, shall give the Eligible Employee the required COBRA benefit continuation notice prior to (and the Eligible Employee’s eligibility for continuation benefits under COBRA shall commence as of) the end of the applicable period determined as set forth above.

(c) An Eligible Employee’s coverage under the Retiree Health Care Program pursuant to Section 2.3.2(a) is subject to the Eligible Employee’s Employer’s ability to amend and/or terminate coverage under its Retiree Health Care Program from time to time. In the event that an Eligible Employee is covered under a Retiree Health Care Program pursuant to Section 2.3.2(a) and, in the period of time contemplated by Section 2.3.2(b) for the extension of health care coverage pursuant to such section, the Eligible Employee’s Employer terminates its Retiree Health Care Program, the Eligible Employee shall be entitled to an extension of coverage under and pursuant to Section 2.3.2(b) for the balance of the extension period contemplated by Section 2.3.2(b) and following the cessation of the Eligible Employee’s coverage under the Retiree Health Care Program.

2.3.3 [Reserved]

2.3.4 Survivor Benefit Plan Extension

If the Eligible Employee was eligible to participate in the EIX 2008 Survivor Benefit Plan (or predecessor plan) at any point during the 12 months preceding the Eligible Employee’s Termination Date, the Eligible Employee will be entitled to continued coverage under such Survivor Benefit Plan for the one-year period commencing on the Eligible Employee’s Termination Date.

2.3.5 Outplacement Benefit

The Eligible Employee shall be entitled to reimbursement of up to $20,000 for reasonable outplacement costs incurred in the two-year period commencing on his or her Termination Date. Any such reimbursements shall be paid to the Eligible Employee by the end of the third taxable year of the Eligible Employee following the taxable year in which the Eligible Employee’s Separation from Service occurred.

2.3.6 Educational Assistance Benefit

The Eligible Employee shall be entitled to the educational assistance benefit to which he or she would have been entitled (if he or she had not been an executive) under the non-executive severance plan, if any, maintained by his or her Employer and as in effect on the Eligible Employee’s Termination Date. To the extent any educational assistance benefits or reimbursements are taxable to the Eligible Employee and provide for a deferral of compensation within the meaning of Section 409A of the Code, any such reimbursements or benefits shall be paid to the Eligible Employee on or before the last day of the Eligible Employee’s taxable year following the taxable year in which the expense was incurred, shall not be subject to liquidation or exchange for other benefits and the reimbursements or benefits that the Eligible Employee receives in one taxable year shall not affect the amount of reimbursements or benefits that the Eligible Employee receives in any other taxable year.

2.3.7 [Reserved]

2.4 Change in Control Severance Benefits

If an Eligible Employee incurs a Qualifying Termination Event, the Eligible Employee shall be entitled to the benefits described in Sections 2.3.1 through 2.3.6 above, subject to the following subsections of this Section 2.4.

2.4.1 Senior Officer Enhanced Benefit

If the Eligible Employee was a Senior Vice President or an officer of higher rank of EIX or Southern California Edison Company within the 12‑month period preceding his or her Termination Date but is not covered by Section 2.4.2, then the Eligible Employee will be entitled to the benefit modifications described in this Section 2.4.1. “Two times” will be substituted for “one times” in Section 2.3.1, including for purposes of determining the Eligible Employee’s benefit under Section 2.3.1(c). “Two-year period” will be substituted for “one-year period” in Section 2.3.4. “$30,000” will be substituted for “$20,000” in Section 2.3.5. Benefits under Section 2.3.2 will be extended to the maximum period permitted under COBRA.

2.4.2 Certain Additional Enhanced Benefits

If the Eligible Employee was the Chief Executive Officer of EIX, the President of Southern California Edison Company, or the General Counsel or Chief Financial Officer of EIX within the 12‑month period preceding his or her Termination Date, then the Eligible Employee will be entitled to the benefit modifications described in this Section 2.4.2. “Three times” will be substituted for “one times” in Section 2.3.1, including for purposes of determining the Eligible Employee’s benefit under Section 2.3.1(c). “Three-year period” will be substituted for “one-year period” in Section 2.3.4. “$50,000” will be substituted for “$20,000” in Section 2.3.5. Benefits under Section 2.3.2 will be extended to the maximum period permitted under COBRA.

2.5 Termination for Other Reasons

Except as expressly provided below, EIX and an Eligible Employee’s Employer shall have no obligations (or no further obligations, as the case may be) to the Eligible Employee under this Plan if:

(a) the Eligible Employee’s employment is terminated by his or her Employer for Cause;

(b) the Eligible Employee terminates his or her employment with his or her Employer during a Protected Period other than for Good Reason;

(c) the Eligible Employee’s employment by his or her Employer terminates due to the Eligible Employee’s Disability or death;

(d) the Eligible Employee terminates his or her employment with his or her Employer for any reason if the termination occurs outside of a Protected Period; or

(e) the Eligible Employee is employed by an Employer that is sold, spun off, or liquidated and the Eligible Employee is no longer covered by this Plan as provided in Section 8.2 or the Eligible Employee does not timely comply with Section 10.1.

Notwithstanding anything else contained herein to the contrary, a termination of an Eligible Employee’s employment on account of the Eligible Employee reaching mandatory retirement age, as such age may be defined from time to time in policies adopted by EIX or his or her Employer prior to the commencement of the Protected Period, to the extent such policies are applicable to the Eligible Employee immediately prior to the commencement of the Protected Period and to the extent such policies are consistent with applicable law, shall not entitle the Eligible Employee to the benefits described in Section 2.3 and shall not be a Qualifying Termination Event unless the Eligible Employee was otherwise able to terminate employment for Good Reason immediately prior to his or her retirement and his or her retirement occurred during a Protected Period.

2.6 Termination and Repayment of Benefits

EIX or the Eligible Employee’s Employer may terminate (or cause there to be terminated, as the case may be) any benefits otherwise payable or to be paid (or to be provided, as the case may be) to the Eligible Employee under this Plan, and/or may require the Eligible Employee to repay any

benefits previously paid or provided to the Eligible Employee under this Plan, and EIX and the Eligible Employee’s Employer shall have no obligations (or no further obligations, as the case may be) to the Eligible Employee with respect thereto, if:

(a) at the time of the termination of the Eligible Employee’s employment, there existed Cause for the Eligible Employee’s Employer to terminate the Eligible Employee’s employment (regardless of whether such Employer knew of the circumstances that constituted Cause at the time of such termination or first became aware of such circumstances after such termination, and regardless of whether the termination of employment was characterized as being for Cause at the time of such termination); or

(b) during the period of the Eligible Employee’s employment by his or her Employer or at any time thereafter, the Eligible Employee committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, trade secrets or other confidential information of EIX or any of its affiliates; or

(c) during the period of the Eligible Employee’s employment by his or her Employer or at any time thereafter, the Eligible Employee breached any no-solicitation obligation owed to EIX or any of its affiliates. (For purposes of clarity, the no-solicitation obligations covered by this Section 2.6(c) include, without limitation, those obligations set forth in Section 7 of the form of Severance Agreement attached hereto as Exhibit A, as those obligations are set forth in the Eligible Employee’s Severance Agreement.)

Any determination by EIX or the Eligible Employee’s Employer that the Eligible Employee’s benefits are to be terminated and/or repaid pursuant to this Section 2.6 shall be communicated to the Eligible Employee in writing. Such writing shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such determination.

However, as to an Eligible Employee who is otherwise eligible for benefits pursuant to Section 2.3 or 2.4, and who satisfies the requirements of Section 10.1, the Eligible Employee’s minimum aggregate benefit pursuant to Section 2.3.1 (“Minimum Benefit”) shall be the lesser of (i) Ten Thousand Dollars ($10,000), or (ii) the amount of the Eligible Employee’s benefit otherwise determined pursuant to Section 2.3.1 (giving effect to any adjustment thereto pursuant to Section 2.4, if applicable in the circumstances). A termination of benefits pursuant to this Section 2.6 shall not cause the Eligible Employee’s aggregate benefit pursuant to Section 2.3.1 to be less than the applicable Minimum Benefit, nor shall a repayment of benefits required under this Section 2.6 require the Eligible Employee to repay the amount of his or her Minimum Benefit.

The provisions of this Section 2.6 are not in any way in limitation of any other right or remedy, (at law or otherwise, to obtain specific performance, injunctive relief, other appropriate relief and/or damages) otherwise available to EIX or any of its affiliates in the circumstances. Furthermore, the provisions of this Section 2.6 do not in any way limit any obligation (confidentiality, no-solicitation or otherwise) owed by any Eligible Employee to EIX or any of its affiliates.

2.7 Notice of Termination

Any termination of an Eligible Employee’s employment by his or her Employer for Cause or by an Eligible Employee for Good Reason shall be communicated by Notice of Termination. For purposes of this Plan, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Plan relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Eligible Employee’s employment under the provision so indicated. The Notice of Termination shall be effective on the date specified in Section 10.7 of this Plan. Any Notice of Termination remains subject to the provisions of Section 2.6.

ARTICLE 3
TAXES

EIX and/or the Eligible Employee’s Employer, as applicable, has the right to withhold from any amount otherwise payable to an Eligible Employee under or pursuant to this Plan the amount of any taxes that EIX or such Employer may legally be required to withhold with respect to such payment (including, without limitation, any United States Federal taxes, and any other state, city, or local taxes). In the event that tax withholding is required with respect to amounts or benefits payable or deliverable by EIX or the Eligible Employee’s Employer to an Eligible Employee and EIX or the Employer cannot satisfy its tax withholding obligations in the manner described in the preceding sentence, EIX or the Employer may require the Eligible Employee to pay or provide for the payment of such required tax withholding as a condition to the payment or delivery of such amounts or benefits. Each Eligible Employee, former Eligible Employee and Beneficiary shall be solely responsible for all income and employment taxes arising in connection with participation in this Plan or benefits hereunder.

ARTICLE 4

[RESERVED]

ARTICLE 5

BENEFICIARY DESIGNATION

The Eligible Employee will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Eligible Employee’s death. The Beneficiary designation will be effective when it is submitted to the Administrator during the Eligible Employee’s lifetime in accordance with procedures established by the Administrator.

The submission of a new Beneficiary designation will cancel all prior Beneficiary designations. Any finalized divorce or marriage of an Eligible Employee 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 Eligible Employee’s new spouse has previously been designated as Beneficiary. The spouse of a married Eligible Employee must consent in writing to any designation of a Beneficiary other than the spouse.

If an Eligible Employee 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 Eligible Employee, then the Administrator will direct the distribution of the benefits to the Eligible Employee’s estate. If a primary Beneficiary dies after commencement of payments to the Beneficiary but prior to completion of benefits under this Plan, and no contingent Beneficiary has been designated by the Eligible Employee, any remaining payments will be paid to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.

ARTICLE 6

CONDITIONS RELATED TO BENEFITS

6.1 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 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.

6.2 No Right to Assets

The benefits paid under the Plan will be paid from the general funds of the Employer who last employs the Eligible Employee immediately prior to the time that the Eligible Employee becomes entitled to benefits hereunder, and the Eligible Employee 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 Eligible Employee nor the Beneficiary will have a claim to benefits from any other Affiliate. EIX is not a guarantor of the benefit obligations of other participating Affiliates. By participating in, and by accepting any benefits under, this Plan, Eligible Employees consent to EIX sponsorship of this Plan, but acknowledge that EIX is not a guarantor of the benefit obligations of other participating Affiliates. Each Affiliate is responsible for payment of the accrued benefits under this Plan with respect to its own Eligible Employees subject to the terms and conditions set forth herein. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under this Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Eligible Employees, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Eligible Employee (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 6.2, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or

offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Eligible Employee will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 6.2 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Eligible Employees for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of benefit obligations that are assumed by EIX.

6.3 Payment of Obligations Absolute

Subject to the Eligible Employee’s timely compliance with Section 10.1 and the agreement contemplated thereby, each Employer’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Employer may have against the Eligible Employee or anyone else. Each and every payment made hereunder by an Employer shall be final, and the Employer shall not seek to recover all or any part of such payment from the Eligible Employee or from whomsoever may be entitled thereto, for any reasons whatsoever, except as otherwise provided in Article 7 and subject to the Eligible Employee’s timely compliance with Section 10.1 and the agreement contemplated thereby. Eligible Employees shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Plan, and the obtaining of any such other employment shall in no event effect any reduction of an Employer’s obligations to make the payments and arrangements required to be made under this Plan except as provided in Section 2.3.2(b). The foregoing provisions of this Section 6.3 are subject to the provisions of Section 2.6 and Section 10.9.

6.4 Other Benefit Plans

All payments, benefits and amounts provided under this Plan shall be in addition to and not in substitution for any pension rights under EIX’s or other Employer’s tax-qualified pension plans in which the Eligible Employee participates, and any disability, workers’ compensation or EIX or other Employer benefit plan distribution that an Eligible Employee is entitled to, under the terms of any such plan, at the time his or her employment by his or her Employer terminates. Notwithstanding the foregoing, this Plan shall not create an inference that any duplicate payments shall be required, and notwithstanding anything else contained herein to the contrary, any severance benefits otherwise payable or deliverable under this Plan to a Participant shall be offset or reduced by the amount of severance benefits payable or deliverable to the Participant under any other plan, program, or agreement of or with EIX, the Participant’s Employer, or their respective Affiliates. Payments received by a person under this Plan shall not be deemed a part of the person’s compensation for purposes of determining the person’s benefits under any employee welfare, pension or other benefit plan or arrangement, if any, provided by an Employer, except where explicitly provided under the terms of such plan or arrangement.

6.5 Incapacity

6.6 Six Month Delay

Notwithstanding any other provisions of the plan, any payment or benefit otherwise required to be made after an Eligible Employee’s Separation from Service that the Employer reasonably determines is subject to Section 409A(a)(2)(B)(i) of the Code shall not be paid until the earlier of (1) six months after the date of the Eligible Employee’s Separation from Service or (2) the Eligible Employee’s death.

6.7 Termination of Employment

Notwithstanding anything else contained herein to the contrary, a Participant shall not be deemed to have terminated employment or had a Separation from Service if his or her employment by an Employer terminates but he or she continues as an employee of another Affiliate.

6.8 Re-Employment

Notwithstanding anything else contained herein to the contrary, a Participant shall have no right to severance benefits hereunder (pursuant to Sections 2.3 or 2.4 or otherwise) with respect to a termination of his or her employment if, in connection with such termination, he or she is otherwise entitled to severance benefits under this Plan but, prior to the payment or delivery (or commencement of payment or delivery, as the case may be) of such benefits, the Participant becomes re-employed by his or her Employer or by another Affiliate. Notwithstanding anything else contained herein to the contrary, a Participant’s right to continuing or additional benefits under this Plan (including any right to continue participating in or receive benefits under a plan as provided for in Section 2.3) shall automatically terminate (but the Participant shall have no obligation to re-pay benefits previously paid) if the Participant becomes re-employed by his or her Employer or by another Affiliate. If a Participant is re-employed and his or her employment is subsequently terminated and the Participant again becomes entitled to severance benefits under the terms of this Plan in connection with such later termination of employment, the amount of cash severance payments otherwise payable to the Participant pursuant to Section 2.3.1 in connection with such later termination of employment shall be reduced by the amount of any severance payments paid under this Plan to the Participant within the 24 months prior to such later termination of employment in connection with any prior termination of his or her employment.

ARTICLE 7
CLAIMS AND REVIEW PROCEDURES

7.1 Claims Procedures

(b) The Administrator will notify an Eligible Employee or his or her Beneficiary (or person submitting a claim on behalf of an Eligible Employee 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.

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

7.2 Dispute Arbitration

Any arbitration under this Section 7.2 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Section 7.1 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if (1) a Change in Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change in Control shall, if it is challenged by the claimant in accordance with this Section 7.2, be subject to de novo review by the Arbitrator, or (2) if the claimant is determined by the Administrator not to be eligible for benefits on account of the Administrator’s determination as to whether Cause, Disability or Good Reason exists, then such decision rendered by the Administrator as to whether Cause, Disability or Good Reason exists shall, if it is challenged by the claimant in accordance with this Section 7.2, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.

ARTICLE 8
SUCCESSORS AND ASSIGNMENT

8.1 Successors to an Employer

Subject to Section 8.2, each Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Employer or of any division or subsidiary thereof (the business and/or assets of which constitute at least fifty percent (50%) of the total business and/or assets of the Employer)

to expressly assume and agree to perform the Employer’s obligations under this Plan in the same manner and to the same extent that the Employer would be required to perform them if such succession had not taken place.

8.2 Sale, Spin-Off, or Liquidation of an Employer

Except as provided in the following two sentences, if EIX sells (regardless of whether pursuant to a stock sale or sale of all or substantially all of the business and/or assets of the Employer), spins-off or liquidates an Employer (other than EIX), this Plan shall be deemed to have been terminated as to all Eligible Employees employed by that Employer and such Eligible Employees shall have no further rights under this Plan and shall have no right to any payment or benefits under this Plan in respect of such termination. If such a sale, spin-off or liquidation occurs after a Potential Change in Control has occurred (and the Board has not declared in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control) or during a Protected Period, the preceding sentence shall not apply with respect to any Eligible Employee who was employed immediately prior to the Potential Change in Control or start of the Protected Period, as applicable, by EIX or an Employer other than the Employer that is sold, spun off, or liquidated. The first sentence of this Section 8.2 will not apply to an Eligible Employee if (i) the Employer has entered a written agreement with the Eligible Employee, (ii) the agreement has been approved by the CEO or the senior officer of EIX responsible for Human Resources (or by EIX’s director responsible for executive compensation if EIX does not have an officer responsible for Human Resources other than the CEO), (iii) the agreement provides specific conditions under which the Eligible Employee will be eligible for the benefits described in Section 2.3 in connection with the sale or spin-off of the Employer, and (iv) those conditions are met.

ARTICLE 9

ADMINISTRATION OF THE PLAN

9.1 Administrator Action

The Administrator shall act at meetings by affirmative vote of a majority of the members of the Administrator. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Administrator and such written consent is filed with the minutes of the proceedings of the Administrator. A member of the Administrator shall not vote or act upon any matter which relates solely to himself or herself as an Eligible Employee. The Chairman or any other member or members of the Administrator designated by the Chairman may execute any certificate or other written direction on behalf of the Administrator.

9.2 Powers and Duties of the Administrator

The Administrator shall enforce this Plan in accordance with its terms, shall be charged with the general administration of this Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the power and authority to do the following:

(a) To determine eligibility for and participation in this Plan;

(b) To construe and interpret the terms and provisions of this Plan;

(c) To compute and certify to the amount and kind of benefits payable to Eligible Employees and their Beneficiaries, and to determine the amount of withholding taxes to be deducted pursuant to Article 3;

(d) To maintain all records that may be necessary for the administration of this Plan;

(e) To provide for the disclosure of all information and the filing or provision of all reports and statements to Eligible Employees, Beneficiaries or governmental agencies as shall be required by law;

(f) To make and publish such rules for the regulation of this Plan and procedures for the administration of this Plan as are not inconsistent with the terms hereof; and

(g) To appoint a plan administrator or any other agent (which may include, without limitation, one or more employees of EIX), and to delegate to them such powers and duties in connection with the administration of this Plan as the Administrator may from time to time prescribe.

9.3 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. The Administrator will interpret and construe the Plan to comply with Section 409A of the Code. All decisions of the Administrator will be final and binding.

9.4 Information

To enable the Administrator to perform its functions, each Employer shall supply full and timely information to the Administrator on all matters relating to the compensation of all Eligible Employees, their death or other cause of termination, and such other pertinent facts as the Administrator may require.

9.5 Compensation, Expenses and Indemnity

The members of the Administrator shall serve without additional compensation for their services hereunder beyond that which they are entitled as authorized by the Board. The Administrator is authorized at the expense of EIX to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. EIX shall pay expenses and fees in connection with the administration of this Plan. To the extent permitted by applicable law, EIX shall indemnify and save harmless the Administrator and each member thereof, the Board and each member thereof, and delegates of the Administrator who are employees of EIX against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to this Plan, other

than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by EIX or provided by EIX under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.

ARTICLE 10

MISCELLANEOUS

10.1 Release and Agreement

Notwithstanding anything else contained herein to the contrary, each Employer’s obligation to pay benefits to an Eligible Employee is subject to the condition precedent that the Eligible Employee execute, not later than 45 days after the Eligible Employee’s receipt of the Severance Agreement, a valid and effective Severance Agreement in the form attached hereto as Exhibit A (or such other form, which is substantially the same as the form attached hereto as Exhibit A, as the Administrator may require) and such executed agreement is received by EIX and the Eligible Employee’s Employer no later than 52 days after the Eligible Employee’s receipt of the Severance Agreement and is not revoked by the Eligible Employee or otherwise rendered unenforceable by the Eligible Employee. EIX will provide the applicable form of Severance Agreement to the Eligible Employee on or before the seventh day following the Eligible Employee’s Termination Date. EIX may modify the form of Severance Agreement from time to time to comply with applicable laws, rules and regulations. If the 45-day period for the Eligible Employee to consider the Severance Agreement plus any revocation period afforded by applicable law (together, the “Release Period”) spans two different calendar years, payment of the cash severance benefits pursuant to Section 2.3.1 (including any enhancement thereto pursuant to Section 2.4.1), shall be made within the period of time prescribed by Section 2.3.1 but in the second of those two calendar years and, to the extent required to avoid any tax, penalty or interest under Section 409A of the Code, any benefit payment or reimbursement pursuant to Sections 2.3.2 through 2.3.6 (including any enhancement thereto pursuant to Sections 2.4.1 and 2.4.2) that would otherwise be paid in the first of those two years shall not be paid until the second of those two years.

10.2 Term of the Plan

(a) This Plan will commence on the Effective Date and shall continue in effect through December 31, 2009. However, at the end of such initial period and, if extended, at the end of each additional year thereafter, the term of this Plan shall be extended automatically for one additional year, unless the Administrator (or the Board) delivers written notice at least six months prior to the end of such term, or extended term, to each Eligible Employee that this Plan will not be extended, and if such notice is timely given this Plan will terminate at the end of the term then in progress; provided, however, that this provision for automatic extension shall have no application following a Potential Change in Control (unless and until the Board declares in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control) or a Change in Control, in which case the provisions of Section 10.2(b) or Section 10.2(c), respectively, shall apply.

(b) If a Potential Change in Control occurs, the Administrator (or the Board) may not give notice that the term of this Plan will not be extended, or will not be further extended, as the case

may be, unless and until the Board declares in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control or an actual Change in Control occurs.

(c) In the event a Change in Control occurs during the initial or any extended term, this Plan will remain in effect for the longer of: twenty-four months beyond the month in which such Change in Control occurred; or

(1) as to any Eligible Employee who incurs a Qualifying Termination Event, until all obligations of each Employer hereunder to that Eligible Employee have been fulfilled. Any subsequent Change in Control (“Subsequent Change in Control”) that occurs during the initial or any extended term shall also continue the term of this Plan until the later of:

(i) twenty-four months beyond the month in which such Subsequent Change in Control occurred; or

(ii) as to any Eligible Employee who incurs a Qualifying Termination Event, until all obligations of each Employer hereunder have been fulfilled to that Eligible Employee; provided, however, that if a Subsequent Change in Control occurs, it shall only be considered a Change in Control under this Plan if it occurs no later than twenty-four months after the immediately preceding Change in Control or Subsequent Change in Control.

(d) The foregoing provisions of this Section 10.2 are subject to the provisions of Section 8.2 as to any Eligible Employee that is employed by an Employer that is sold or spun-off by EIX.

10.3 Employment Status

Except as may be provided under any other written agreement between an Eligible Employee and his or her Employer, the employment of the Eligible Employee by his or her Employer is “at will,” and may be terminated by either the Eligible Employee or the Employer at any time, subject to applicable law. Payments made under this Plan shall not give any person the right to any benefits provided to persons retained in an Employer’s employ (such as, without limitation, health and dental benefits). Except as may otherwise be required by law or set forth specifically in such plans or as otherwise expressly provided in this Plan, such benefits shall terminate as of the date the Eligible Employee’s employment by an Employer terminates.

10.4 Gender, Singular and Plural

10.5 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.

10.6 Modification

The Administrator or the Board may from time to time amend this Plan in any way it determines to be advisable; provided, however, that no such amendment shall be effective without the consent of each affected Eligible Employee (or the Eligible Employee’s legal representative) if it is adopted (a) after a Potential Change in Control (unless and until the Board determines in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control or an actual Change in Control occurs), or (b) during a Protected Period. No provision of this Plan may be waived unless as to an Eligible Employee such waiver is agreed to in writing and signed by the Eligible Employee (or the Eligible Employee’s legal representative) and by an authorized member of the Administrator (or the Board) or its designee or legal representative.

10.7 Notice

For purposes of this Plan, notices, including Notice of Termination, and all other communications provided for in this Plan shall be in writing and shall be deemed to have been duly given when delivered or on the date stamped as received by the U.S. Postal Service for delivery by certified or registered mail, postage prepaid and addressed:

(a) if to the Eligible Employee, to his or her latest address as reflected on the records of EIX or his or her Employer, and

(b) if to an Employer, to the attention of EIX’s Corporate Secretary at the address of EIX’s principal executive offices; or to such other address as either party may furnish to the other in writing for the delivery of notices to that party, with specific reference to this Plan and the importance of the notice, except that a notice of change of address shall be effective only upon receipt by the other party.

10.8 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.

10.9 WARN Act

Benefits payable under this Plan are intended to satisfy, where applicable, any EIX or other Employer’s obligations under the Federal Worker Adjustment and Retraining Notification Act (“WARN”) and any similar obligations that EIX or any other Employer may have under any successor or other federal or state severance pay or pay continuation benefit statute (“Similar Severance Pay Law”). If it is determined that severance or pay continuation obligations to or for the benefit of the Eligible Employee exist under WARN or Similar Severance Pay Law that are in addition to benefits payable under this Plan (the “Additional Payments”), then the Eligible Employee’s entitlement to benefits payable in cash pursuant to Section 2.3 or 2.4 shall be reduced by an aggregate amount equal to the aggregate Additional Payments that it is determined the Eligible Employee is entitled to receive, provided that the reduction shall not cause the Eligible Employee’s aggregate benefit pursuant to Section 2.3.1 (giving effect to any adjustment thereto pursuant to Section 2.4, if applicable under the circumstances) to be less than the

applicable Minimum Benefit. The Eligible Employee shall repay any amounts paid under this Plan to which he or she was not entitled after giving effect to the preceding sentence.

10.10 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 caused its duly authorized executive to execute this amended and restated Plan effective June 19, 2014.

EDISON INTERNATIONAL

/s/ Jacqueline Trapp

Jacqueline Trapp

Director, Executive Talent and Rewards

EXHIBIT A

SEVERANCE AGREEMENT

This Severance Agreement (this “Agreement”) is made as of the _____ day of __________, 20___, by and between [name], an individual (the “Individual”), and Edison International, a California corporation (the “Company”), it provides for a termination date of [date—usually the day after the last day on payroll] (the “Termination Date”), and it is a severance agreement that includes a release, a confidentiality agreement, and an agreement not to solicit employees or customers, and certain other terms and conditions.

RECITALS

A. The Individual and the Company have reached agreement on the termination of the Individual's employment by the Company and/or one or more of its current or former subsidiaries or affiliates (collectively, the Company and its current or former subsidiaries and affiliates are referred to herein as the “Company Group”).

B. The Individual and the Company further desire to resolve all pending and potential actions and issues between the Individual and each member of the Company Group without the further expenditure of time and expense of litigation and, for that reason, have entered into this Agreement.

C. The Company maintains the Edison International 2008 Executive Severance Plan (the “Plan”). The Company's (and/or another member of the Company Group's) obligation to pay or continue paying severance benefits to the Individual under and in accordance with the terms of the Plan, which benefits are summarized and attached to this Agreement as Exhibit A (the “Severance Benefits”), is subject to the requirement that the Company timely receive this Agreement from the Individual and that the Individual does not revoke or otherwise render this Agreement unenforceable.

AGREEMENT

In consideration of the covenants undertaken and the releases contained in this Agreement, and the Individual's right to receive the Severance Benefits, the Individual and the Company agree as follows:

1. Termination of Employment

The Individual and the Company agree that the Individual's employment by the Company and/or one or more of the other members of the Company Group is terminated effective the Termination Date. Accordingly, the Individual hereby resigns any and all of his or her positions, offices, and/or directorships with each entity in the Company Group and any employment agreement(s) between the Individual and one or more members of the Company Group be, and they hereby are, terminated effective the Termination Date.

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2. Severance Benefit

The Company and/or the appropriate member of the Company Group will pay to the Individual the Severance Benefits in accordance with the terms of the Plan.

3. Release by the Individual

Except for those obligations created by or arising out of this Agreement, the Individual on behalf of himself or herself, his or her descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and discharges the Company, its parent (if any), the Company's subsidiaries and affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, benefit plans, benefit plan fiduciaries, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as “Releasees,” with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he or she now owns or holds or he or she has at any time heretofore owned or held or may in the future hold as against said Releasees, arising out of or in any way connected with the Individual's employment relationship with any member of the Company Group, or the termination of his or her employment or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Agreement including, without limiting the generality of the foregoing, any claim under Section 1981 of the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California Worker Adjustment and Retraining Notification Act, the California Labor Code, any other claim under any other federal, state or local law or regulation, and any other claim for severance pay, bonus or incentive pay, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, medical expenses, or disability (except vested benefits that the Individual may be entitled to receive as outlined in Exhibit A hereto, or vested benefits that the Individual may be entitled to receive, if any, under and in accordance with the terms of the Southern California Edison Company Retirement Plan or other qualified Company Group pension plan, Edison 401(k) Savings Plan, Medical Program, Dental Program, Vision Care Plan, Health Care Reimbursement Account Program, Dependent Care Reimbursement Account Program, and Employee Assistance Program). Exhibit A is incorporated herein by this reference. Nothing in this Agreement should be construed to release claims that cannot be released as a matter of law.

4. Known and Unknown Claims

It is the intention of the Individual and the Company in executing this instrument that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, the Individual hereby expressly waives any and all

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rights and benefits conferred upon him or her by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Individual acknowledges that he or she may hereafter discover claims or facts in addition to or different from those which he or she now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, the Individual hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. The Individual acknowledges that he or she understands the significance and consequence of such release and such specific waiver of SECTION 1542.

5. Other Waiver by the Individual

The Individual expressly acknowledges and agrees that, by entering into this Agreement, he or she is waiving any and all rights or claims that he or she may have arising under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Agreement.

6. Confidentiality

The Individual represents and covenants that he or she has not previously and that he or she will not at any time, unless compelled by lawful process, disclose or use for his or her own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company, any trade secrets, or other confidential data or information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, or plans of any member of the Company Group; provided that the foregoing shall not apply to information which is generally known to the industry or the public other than as a result of the Individual's breach of this covenant. The Individual agrees that he or she will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of any entity within the Company Group, except that he or she may retain personal notes, notebooks and diaries that do not contain confidential information of the type described in the preceding sentence. The Individual further agrees that he or she will not retain or use for his or her account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of any entity within the Company Group.

7. No Solicitation

The Individual represents and covenants that he or she has not previously and that during the period commencing on the date hereof and ending on the second anniversary of the date

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hereof (the “Limitation Period”) he or she will not influence or attempt to influence customers of any entity within the Company Group (as it may now or in the future be composed), either directly or indirectly, to divert their business away from the Company Group to any individual, partnership, firm, corporation or other entity then in competition with the business of any entity within the Company Group. The Individual represents and covenants that he or she has not previously and that he or she will not at any time during the Limitation Period directly or indirectly solicit any person who is then, or at any time within six months prior thereto was, an employee of an entity within the Company Group who earned annually $25,000 or more as an employee of such entity during the last six months of his or her own employment to work for any business, individual, partnership, firm, corporation, or other entity then in competition with the business of any entity within the Company Group.

8. Representations by the Individual

The Individual further expressly acknowledges, represents, and agrees that:

a. He or she was not otherwise entitled to the Severance Benefits (in the event that the Individual is entitled to severance or pay continuation benefits under any federal or state law, including without limitation the Worker Adjustment and Retraining Notification Act ("WARN") or similar state law, the Individual acknowledges, represents and agrees that he or she was not otherwise entitled the level of Severance Benefits being offered and that such benefits exceed the minimum required statutory level of benefits that he or she may have otherwise been entitled to);

b. His or her right to receive the Severance Benefits is consideration for his or her agreements herein and the Severance Benefits (to the extent that they exceed any minimum required statutory level of benefits under WARN or otherwise) would not be paid if he or she did not execute and deliver this Agreement;

c. If, despite the Individual's release of claims as stated herein, it is determined that other severance or pay continuation obligations to or for the benefit of the Individual exist under WARN or similar state law (the “Additional Payments”), the Individual's entitlement to the Severance Benefits payable in cash shall be reduced by an aggregate amount equal to the aggregate Additional Payments that it is determined the Individual is entitled to receive, provided that the Individual will be entitled to the Minimum Benefit specified in Section 2.6 of the Plan, which Minimum Benefit the Individual agrees is, in and of itself, good and sufficient consideration for the Individual’s agreements and releases set forth in this Agreement;

d. To the extent the Individual receives cash Severance Benefits that the Individual was not entitled to receive for any reason (including, without limitation, due to reduction for the Additional Payments), the Individual acknowledges, represents and agrees that he or she will promptly return the full amount of the excess payments;

e. The restrictions on him or her which are set forth in Sections 6 and 7 are reasonable;

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f. The Severance Benefits are subject to termination or reduction pursuant to Sections 2.6 and 10.9 of the Plan, provided that in all cases the Individual will be entitled to the Minimum Benefit specified in Section 2.6 of the Plan, which Minimum Benefit the Individual agrees is, in and of itself, good and sufficient consideration for the Individual’s agreements and releases set forth in this Agreement;

g. He or she was orally advised by the Company and is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement;

h. He or she was given a copy of this Agreement prior to the date of its execution, and informed that he or she had up to forty-five (45) days within which to consider the Agreement; if he or she signs this Agreement before the end of such forty-five (45) day period, he or she will have done so voluntarily and with full knowledge that he or she is waiving his or her right to have forty-five (45) days to consider this Agreement; and in the event that there are any changes to this Agreement, he or she agrees that no changes, whether material or immaterial, will restart the running of the forty-five (45) day period;

i. He or she was informed that he or she has seven (7) days following the date of execution of the Agreement in which to revoke the Agreement; and

j. He or she has had the opportunity to consult with his or her advisors and attorneys regarding this Agreement (including, without limitation, its terms, conditions, and effects) and represents that he or she has so consulted with such advisors and attorneys.

9. Confidentiality of the Agreement

The parties agree that the terms and conditions of this Agreement shall remain confidential as between the parties and they shall not, except as required by law, disclose them to any other person other than family members, and legal and financial advisors. Without limiting the generality of the foregoing, the parties will not respond to or in any way participate in or contribute to any public discussion, notice or other publicity concerning, or in any way relating to, execution of this Agreement or the events (including any negotiations) which led to the termination of the Individual's employment. Without limiting the generality of the foregoing, the Individual specifically agrees that he or she shall not disclose information regarding this Agreement or the termination of his or her employment to any current or former employee of any entity in the Company Group (other than the Company's executive officers), except to the extent required by law or authorized in writing by the Company's General Counsel. The Individual hereby agrees that disclosure by him or her of any of the terms and conditions of this Agreement in violation of the foregoing shall constitute and be treated as a material breach of this Agreement.

10. No Prior Assignment or Transfer

The Individual warrants and represents to the Company that he or she has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof and he or she shall defend, indemnify and hold harmless the Releasees from and against any claim (including the payment of attorneys' fees and costs actually incurred

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whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed.

11. No Further Employment Rights

The Individual and the Company acknowledge that any employment relationship between the Individual and the Company Group terminated on the Termination Date, and that they have no further employment or contractual relationship except as may arise out of this Agreement and that the Individual waives any right or claim to reinstatement as an employee of any member of the Company Group. In the event any member of the Company Group receives inquiries about the Individual from prospective employers, such member shall provide to such persons or entities only the following information: confirmation of the Individual's employment dates, position history, salary history, and that the Individual's employment with the Company Group was mutually terminated.

12. Taxes

The Individual agrees that he or she shall be exclusively liable for the payment of all federal and state taxes which may be due as the result of the consideration that he or she receives pursuant to this Agreement and the Individual hereby represents that he or she shall make payments on such taxes at the time and in the amount required of him or her. In addition, the Individual hereby agrees fully to defend, indemnify and hold harmless Releasees and each of them from payment of taxes or penalties that are required of them by any government agency at any time as the result of payment of the consideration set forth herein. The Individual further agrees to provide the Releasees and each of them with any tax information that they or it may reasonably request.

13. Beneficiaries and Successors

Each Releasee shall be deemed to be a beneficiary of the Individual's promises and representations made herein. In the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall inure to the benefit of such successor. In the event of a merger, transfer or sale of the stock or assets of an entity in the Company Group that results in such entity not continuing as a member of the Company Group, the Individual's promises and representations made herein shall continue to inure to the benefit of such entity as well as the Company.

14. Entire Agreement

This instrument constitutes and contains the entire agreement and understanding concerning the Individual's relationship with the Company Group, the termination of the Individual's employment, and the other subject matters addressed herein between the parties, and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof. This is an integrated document.

Notwithstanding the foregoing paragraph, any obligations of the Individual regarding confidentiality, trade secrets, inventions, no solicitation, or similar matters under an existing

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agreement or policy to which the Individual is a party or otherwise bound (“Additional Obligations”) shall continue in effect and, to that end, such Additional Obligations are outside of the scope of the foregoing paragraph. The provisions of this Agreement pertaining to confidentiality, trade secrets, inventions, no solicitation, or similar matters are in addition to (and not in lieu of) any such Additional Obligations.

15. Revocability

The Individual may revoke this Agreement in its entirety during the seven (7) days following execution of this Agreement by the Individual. Any revocation of this Agreement must be in writing, clearly state that it is a revocation of this Agreement, and be hand delivered to, or delivered in such a manner to ensure receipt by, the General Counsel of the Company during the revocation period. This Agreement will become effective, enforceable, and irrevocable upon seven (7) days following its execution by the Individual, unless it is revoked during the seven-day period.

16. Severability

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

17. Governing Law

This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws.

18. Mandatory Arbitration

Except for the injunctive relief provided for in the last paragraph of this Section 18, any dispute or controversy between the Individual, on the one hand, and the Company (or any other Releasee), on the other hand, in any way arising out of, related to, or connected with this Agreement or the subject matter thereof, or arising out of or related to any other dispute between the Individual and the Company or any other member of the Company Group, now or in the future, shall be resolved through: (a) the claims and arbitration provisions contained in Article 7 of the Plan, to the extent the dispute or controversy involves the Severance Benefits or any other benefits under the Plan; (b) the claims and dispute resolution provisions of the applicable benefit plan, to the extent the dispute or controversy involves any claim not released under this Agreement with respect to a benefit plan that is (i) sponsored or maintained by the Company or any other member of the Company Group and (ii) subject to the Employee Retirement Income Security Act of 1974; or (c) final and binding arbitration in accordance with the arbitration provisions in the following paragraph, for other disputes or controversies.

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Any arbitration under this Section 18 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto, and may be enforced by any court of competent jurisdiction. All costs unique to arbitration (e.g., the Arbitrator’s fees and room fees) shall be paid by the Company. The parties shall otherwise bear their own costs (e.g., attorneys’ fees, expert fees, witness fees, etc.). If, however, any party prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, then the Arbitrator may award reasonable fees and costs to the prevailing party.

It is further agreed that the Company will or would suffer irreparable injury if the Individual were to breach Section 6 or 7 of this Agreement and that, regardless of the dispute resolution provisions set forth in the foregoing paragraphs, the Company would by reason of such breach or potential breach be entitled to injunctive relief in a court of appropriate jurisdiction, and the Individual further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Individual from engaging in any act, conduct, or relationship in violation of, or that would reasonably result in a violation of, this Agreement.

19. Counterparts, Headings

This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose. The headings in this Agreement are only for convenience and ease of reference and are not to be considered in construction or interpretation.

20. Waiver, Amendment

Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. No waiver shall be binding unless in writing and signed by the party waiving the breach. No amendment of any term or provision of this Agreement shall be binding unless in writing and signed by all parties to this Agreement.

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21. No Presumption

In entering this Agreement, the parties represent that they have had full opportunity to consult with attorneys of their own choice, that the parties have completely read and understood the terms of this Agreement and voluntarily accepted such terms. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party because it or its representatives drafted any of the provisions of this Agreement.

22. Additional Acts

All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

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I have read the foregoing Agreement and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences.

EXECUTED on this ______ day of _________________ at ______________________ (County and State where agreement is signed).

The Individual Signature:
Print Name:

EXECUTED on this ______ day of _________________ at ______________________ (County and State where agreement is signed).

Edison International

By:
Print Name:
Title:

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Exhibit 31.1

CERTIFICATION

I, THEODORE F. CRAVER, JR., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, of Edison International;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 31, 2014

/s/ THEODORE F. CRAVER, JR.

THEODORE F. CRAVER, JR.

Chief Executive Officer

Exhibit 31.1

CERTIFICATION

I, W. JAMES SCILACCI, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, of Edison International;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 31, 2014

/s/ W. JAMES SCILACCI

W. JAMES SCILACCI

Chief Financial Officer

Exhibit 31.2

CERTIFICATION

I, RONALD L. LITZINGER, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, of Southern California Edison Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 31, 2014

/s/ RONALD L. LITZINGER

RONALD L. LITZINGER

President

Exhibit 31.2

CERTIFICATION

I, MARIA RIGATTI, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, of Southern California Edison Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 31, 2014

/s/ MARIA RIGATTI

MARIA RIGATTI

Chief Financial Officer

Exhibit 32.1

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS

ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (the "Quarterly Report"), of Edison International (the "Company"), and pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies, to the best of his knowledge, that:


1.	The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and


2.	The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 31, 2014

/s/ THEODORE F. CRAVER, JR.

THEODORE F. CRAVER, JR.

Chief Executive Officer

Edison International

/s/ W. JAMES SCILACCI

W. JAMES SCILACCI

Chief Financial Officer

Edison International

This statement accompanies the Quarterly Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS

ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (the "Quarterly Report"), of Southern California Edison Company (the "Company"), and pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies, to the best of his or her knowledge, that:


1.	The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and


2.	The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 31, 2014

/s/ RONALD L. LITZINGER

RONALD L. LITZINGER

President

Southern California Edison Company

/s/ MARIA RIGATTI

MARIA RIGATTI

Chief Financial Officer

Southern California Edison Company

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.