EDISON INTERNATIONAL 2008 DIRECTOR DEFERRED COMPENSATION PLAN Effective December 31, 2008

Exhibit 10.5

EDISON INTERNATIONAL

2008 DIRECTOR DEFERRED COMPENSATION PLAN

Effective
December 31, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

EDISON INTERNATIONAL

2008 DIRECTOR DEFERRED COMPENSATION PLAN

Effective December 31, 2008

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. 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.

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

(a) Retainers and Fees. An Eligible Director may elect to participate in the Plan and defer Retainers and Fees by filing with the Administrator a completed and fully executed Deferral Election 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 filed with 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 the Participant submits a new Deferral Election

form during a subsequent enrollment period changing the deferral amount or revoking the existing election.

(b) Deferred Stock Units. If upon initial election to the Board, an Eligible Director receives an award of Deferred Stock Units made under the EIX Equity Compensation Plan, 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 filing with the Administrator a Deferral Election 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 the Participant submits a new Deferral Election form during a subsequent enrollment period changing the deferral percentage or revoking the existing election.

(c) Dividend Equivalents. Dividend Equivalents associated with stock options granted to Participants are credited under the Plan and subject to the payment election provisions of Article 4.

Amounts deferred under this Article 2 and any earnings thereon will be 100% vested at all times.

ARTICLE 3
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.

(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 EIX Equity Compensation Plan, 2007 Performance Incentive Plan or any successor plan.

(c) Dividend Equivalents. Dividend Equivalents associated with stock options will be credited as of the ex-dividend date for the related dividend on EIX common stock.

(d) Earnings Crediting Dates.

The Administrator will periodically provide to each Participant a statement setting forth the balance of the Deferral Account maintained for the Participant.

ARTICLE 4
PAYMENT ELECTIONS

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. On or before December 31, 2008, a Participant 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:

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. 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 effective for payments scheduled to commence in 2009 or later: (i) no subaccount other than a Dividend Equivalent subaccount may be scheduled to commence payment or be paid until the first month

of the calendar year following the calendar year in which the last possible deferral credit can be made to the account and (ii) no Dividend Equivalent subaccount may be scheduled to commence payment or be paid until the first month of the second calendar year following the calendar year in which the last possible deferral credit can be made to the account. (For example, if pursuant to a Deferral Election, a Participant elects to defer Retainers and Fees earned for services performed during the 2009 calendar year, the earliest payment date for the subaccount derived from such Retainer and Fee deferrals would be January 2011, as the final possible deferral credit to that account is in January 2010; or, for example, payment of the 2004 Dividend Equivalent subaccount may commence no sooner than January 2010, as the final possible deferral credit to that account is in December 2008.)

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 Participa