EDISON INTERNATIONAL SOUTHERN CALIFORNIA EDISON COMPANY RETIREMENT PLAN FOR DIRECTORS

Exhibit 10.5

EDISON INTERNATIONAL

SOUTHERN CALIFORNIA EDISON COMPANY

RETIREMENT PLAN FOR DIRECTORS

As Amended and Restated Effective January 1, 2008

PREAMBLE

The purpose of this Plan is to provide recognition and retirement compensation to eligible members of the boards of directors (the “Boards”) of Edison International and Southern California Edison Company (each, a “Company”) to facilitate the Companies’ ability to attract, retain, and reward members of the Boards. This Plan is designed to comply with Section 409A of the Internal Revenue Code and the regulations issued thereunder (“Section 409A”).

ARTICLE 1

ELIGIBILITY

1.2 Eligibility

Eligibility in this Plan is limited to members of the Boards who have at least five years of total service (which need not be continuous service) as directors, and who retire or resign from the Boards in good standing or die while in service and in good standing. This Plan covers periods of service both as an employee director and as an outside director. For purposes of this Plan, a year of service will be determined on a calendar year basis and a full year of service will be credited for any fractional year served.

ARTICLE 2

AMOUNT OF ANNUAL BENEFIT

2.1 Benefit

The Plan pays an annual retirement benefit equal to the annual retainer in effect at the time of the eligible director’s retirement, resignation, or death. The retirement benefit will be paid quarterly in advance in equal installments for the period described in Section 3.1(a). No additional amount will be paid for service on any of the committees of the Boards, nor will interest be paid.

2.2 Benefit of Directors in Service Before 1996

If a director has Board service prior to 1996, the Plan will pay an annual retirement benefit determined by multiplying the director’s years of service before and after January 1, 1996 by the applicable compensation base and dividing the sum of the products by the director’s total years of service. For service before 1996, the compensation base will be (i) the annual retainer plus (ii) the regular Board meeting fee multiplied by the annual number of regular meetings of the Board as described in the Bylaws. For service after 1995, the compensation base will be the annual retainer. The annual retainer, the regular Board meeting fee and the number of regular

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meetings of the Board will be those in effect, or made effective, at the time of the eligible director’s Separation from Service.

2.3 Termination of Benefit Accrual for Service After 1997

Notwithstanding any other provision of this Plan to the contrary, no Board service after 1997 of any Director who is elected or re-elected as a Director in 1998, or any time thereafter, will be taken into account for purposes of determining benefits payable under this Plan. Benefits accrued based on Board service prior to 1998 shall otherwise remain payable in accordance with the terms of the Plan.

ARTICLE 3

DURATION OF PAYMENTS

3.1 Benefit Period

(a) Except as provided in Section 3.3, the Plan benefit will be paid to the retired director for the number of year