EXECUTIVE RETIREMENT PLAN

Exhibit 10.12

Southern California Edison Company

EXECUTIVE RETIREMENT PLAN

for Executives of Participating

EDISON INTERNATIONAL

Companies

As Restated Effective

December 31, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS

SOUTHERN CALIFORNIA EDISON COMPANY

EXECUTIVE RETIREMENT PLAN

As Amended Effective December 31, 2008

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 is hereby amended and restated to reflect that it 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 amendment and restatement 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:

Change in Control means any one or more of the following:

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.

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

Company means the Affiliate employing the Participant.

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.

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.

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.

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 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:

(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 a