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DIRECTOR COMPENSATION
SCHEDULE
As Adopted June 27, 2008 and
Revised Effective December 31, 2008
Effective
July 1, 2008 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 2008 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.
Board
Retainer — Each
Director will receive an annual board retainer of $45,000 to be
paid in advance in quarterly installments of $11,250 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. 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 $20,000. 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.
1
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 he
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