EDISON INTERNATIONAL 2008 EXECUTIVE SURVIVOR BENEFIT PLAN

Exhibit 10.16

EDISON INTERNATIONAL

2008 EXECUTIVE SURVIVOR BENEFIT PLAN

Effective
December 31, 2008

TABLE OF CONTENTS

EDISON INTERNATIONAL

2008 EXECUTIVE SURVIVOR BENEFIT PLAN

Effective December 31, 2008

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.

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 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.

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

EIX means Edison International.

Eligible Employee means an Executive of an Affiliate.

Employer means the Affiliate employing the Eligible Employee.

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

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

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

4.3 Protective Provisions

The Eligible Employee will cooperate wi