EDISON INTERNATIONAL DIRECTOR DEFERRED COMPENSATION PLAN

Exhibit 10.4

EDISON INTERNATIONAL

DIRECTOR DEFERRED COMPENSATION PLAN

As Amended
December 31, 2008

EDISON INTERNATIONAL
DIRECTOR DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

EDISON INTERNATIONAL
DIRECTOR DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS (cont.)

EDISON INTERNATIONAL

DIRECTOR DEFERRED COMPENSATION PLAN

As Amended Effective December 31, 2008

PREAMBLE

Edison International Director Deferred Compensation Plan benefits are available to Eligible Directors of Edison International and its participating affiliates. Amounts of compensation deferred by Participants pursuant to this Plan accrue as liabilities of the participating Affiliate at the time of the deferral under the terms and conditions set forth herein. By electing to defer compensation under the Plan, Participants consent to Edison International sponsorship of the Plan, but acknowledge that Edison International is not a guarantor of the benefit obligations of other participating Affiliates. Each participating Affiliate is responsible for payment of the accrued benefits under the Plan with respect to its own Eligible Directors subject to the terms and conditions set forth herein.

This Plan is hereby amended and restated to reflect that it only applies to deferrals of compensation that were earned and vested prior to January 1, 2005.

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 the Company.

Affiliate means Edison International or any corporation or entity which (i) along with Edison International, 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.

Annual Deferral means the amount of Compensation which the Participant elects to defer for a Plan Year pursuant to Articles 2 and 3 of the Plan.

Beneficiary means the person or persons or entity designated as such in accordance with Article 12 of the Plan.

Board means the Board of Directors of Edison International.

Change of Control means either: (i) the dissolution or liquidation of Edison International or a Company; (ii) a reorganization, merger or consolidation of Edison International or a Company

with one or more corporations as a result of which Edison International or a Company is not the surviving corporation; (iii) approval by the stockholders of Edison International or a Company of any sale, lease, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of Edison International or a Company; (iv) approval by the stockholders of Edison International or a Company of any merger or consolidation of Edison International or a Company, in which the holders of voting stock of Edison International or a Company immediately before the merger or consolidation will not own 50% or more of the outstanding voting shares of the continuing or surviving corporation immediately after the merger or consolidation; or (v) a change of at least 51% (rounded to the next whole person) in the membership of the Board of Directors of Edison International or a Company within a 24-month period, unless the election or nomination for election by stockholders of each new director within the period was approved by the vote of at least 85% (rounded to the next whole person) of the directors then still in office who were in office at the beginning of the twenty-four-month period, except that any replacement of directors who are employees of Edison International or a Company, with other employees of Edison International or a Company, will be disregarded and not be considered a change in membership. Notwithstanding the foregoing, any reorganization, merger or consolidation of a Company with Edison International or another Company will be disregarded and not be considered a Change of Control.

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

Company means the Affiliate the Participant serves as a director.

Compensation means the sum of the all 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.

Crediting Rate means the rate at which interest will be credited to Participant Deferral Accounts. The rate will be determined annually in advance of the calendar year and will be equal to the average annual Moody’s Corporate Bond Yield for Baa Public Utility Bonds for the sixty months preceding November 1st of the prior year. Edison International reserves the right to prospectively change the Crediting Rate.

Deferral Account means the notional account comprised of Compensation deferrals and Deferred Stock Units established for record keeping purposes for a Participant pursuant to Article 5 of the Plan.

Deferral Period means the Plan Year covered by a valid Participation 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 Participation Election.

Deferred Stock Unit means a bookkeeping entry linked to shares of Edison International Common Stock on a one-for-one basis. Deferred Stock Units may be credited to a Participant’s account as a result of an award under the Equity Compensation Plan or Dividend Equivalents on such an award.

Dividend Equivalent means an amount equal to the dividend declared by the Board on one share of Edison International common stock for any calendar quarter.

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 Article 8 and Section 10.2 of the Plan).

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.

Participant means an Eligible Director who has elected to participate and has completed a Participation Election pursuant to Section 2.1 of the Plan or has received an award of Deferred Stock Units under the Edison International Equity Compensation Plan which has been credited under this Plan.

Participation Election means the Participant’s written election to defer Compensation under the Plan submitted on the form prescribed by the Administrator for that purpose.

Plan means the Edison International Director Deferred Compensation Plan.

Plan Year means the calendar year.

Retirement means a separation from service after attaining age 55 with at least 5 years of service.

Scheduled Withdrawal means a distribution of all or a portion of the entire amount of Annual Deferrals and earnings credited to the Participant’s Compensation Deferral Account as elected by the Participant pursuant to the provisions of Article 9 of the Plan.

Termination for Cause means the Termination of Service of the Participant upon willful failure by the Participant to substantially perform his or her duties for the Company or the willful engaging by the Participant in conduct which is injurious to the Company, monetarily or otherwise.

Termination of Service means the voluntary or involuntary cessation of the Participant’s service as a member of the Board of Directors of a Company for any reason other than Retirement or death. Termination of Service will not be deemed to have occurred for purposes of this Plan if the Participant continues to serve on the Board of Directors of another participating Affiliate, or commences such service within 30 days.

Unscheduled Withdrawal means a distribution of all or a portion of the entire amount of Annual Deferrals and earnings credited to the Participant’s Compensation Deferral Account as requested by the Participant pursuant to the provisions of Article 9 of the Plan.

Valuation Date means the last day of the month in which Termination of Service, Retirement or death occurs, or the day before a Scheduled Withdrawal or Unscheduled Withdrawal occurs.

ARTICLE 2
PARTICIPATION

(a) An Eligible Director will become a Participant in the Plan on the first day of the month coincident with or next following the date the director becomes an Eligible Director, provided the Eligible Director has submitted to the Administrator a Participation Election prior to that date. Except for directors who become newly eligible during the Plan Year, the Participation Election must be submitted to the Administrator during the enrollment period designated by the Administrator which will always be prior to the commencement of the Plan Year.

(b) An Eligible Director will also become a Participant upon any award of Deferred Stock Units made under the Edison International Equity Compensation Plan and credited to this Plan.

Subject to the restrictions in Article 3, the Eligible Director will designate his or her Annual Deferral for the covered Plan Year on the Participation Election.

Participation will continue as long as the Participant has a Deferral Account balance under the Plan.

ARTICLE 3
DIRECTOR DEFERRALS

Eligible Directors may elect to make an Annual Deferral under the Plan by submitting a Participation Election during the applicable enrollment period. The Participation Election will designate the percentage of Compensation, in whole percentage increments that the Participant wishes to defer pursuant to the terms of the Plan. Once made, a Participation Election will continue to apply for subsequent Deferral Periods unless the Participant submits a new Participation Election form during a subsequent enrollment period changing the deferral amount or revoking the existing election. A Participation Election may be revoked by the Participant upon 30 days written notice to the Administrator; however, such Participant will be ineligible to make an Annual Deferral under the Plan for the following Plan Year.

The minimum Annual Deferral for a Plan Year is 10% of the Participant’s Compensation.

The maximum Annual Deferral for a Plan Year is 100% of the Participant’s Compensation.

The Company will credit the Participant’s account with any Deferred Stock Unit award approved by the Board pursuant to the Equity Compensation Plan.

Amounts deferred under this Article 3 and any earnings thereon will be 100% vested at all times.

ARTICLE 4
DEFERRAL ACCOUNTS

Solely for record keeping purposes, the Administrator will maintain Deferral Accounts for Compensation and Deferred Stock Units for each Participant with such subaccounts as the Administrator or its record keeper find necessary or convenient in the administration of the Plan.

(a) Annual Deferrals. The Administrator will credit the Annual Deferrals to the Participant’s Compensation Deferral Account at the time such amounts would otherwise have been paid to the Participant but for the Participation Election.

(b) Deferred Stock Units. The Administrator will credit Deferred Stock Units to the Participant’s Deferred Stock Unit Deferral Account as of the effective date of any award of Deferred Stock Units under the Equity Compensation Plan.

(c) Earnings Crediting Dates.

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

ARTICLE 5
RETIREMENT BENEFITS

(a) Deferred Compensation. Upon Retirement, the Company will pay to the Participant a retirement benefit in the form provided in Section 5.2(a), based on the balance of the Compensation Deferral Account as of the Valuation Date. If paid as a lump sum, the retirement benefit will be equal to the Compensation Deferral Account balance. If paid in installments, the installments will be paid in amounts that will amortize the Compensation Deferral Account balance with interest credited at the Crediting Rate over the period of time benefits are to be paid. For purposes of calculating installments, the Compensation Deferral Account will be valued as of December 31 each year, and the subsequent installments will be adjusted for the next Plan Year according to procedures established by the Administrator to reflect changes in the Crediting Rate.

(b) Deferred Stock Units. Upon Retirement, the Company will pay to the Participant a retirement benefit in the form provided in Section 5.2(b), based on the balance of the Deferred Stock Unit Deferral Account as of the Valuation Date. If paid as a lump sum, the retirement benefit will be equal to the Deferred Stock Unit Deferral Account balance. If paid in installments, the installments will be paid in amounts that will amortize the Deferred Stock Unit Deferral Account balance with Dividend Equivalents credited over the period of time benefits are to be paid. For purposes of calculating installments, the Deferred Stock Unit Deferral Account will be valued as of December 31 each year, and the subsequent installments will be adjusted for the next Plan Year according to procedures established by the Administrator to reflect any changes in the Dividend Equivalent crediting rate.

(a) Compensation Deferrals. The Participant may elect on the Participation Election form to have the retirement benefit attributable to Compensation deferrals paid in cash:

If no valid election is made, the Administrator will pay the retirement benefit in installments over a 180 month period. Participants may change the form of payout by written election filed with the Administrator; provided, however, that if the Participant files the election less than 13 months prior to the date of Retirement, the payout election in effect 13 months prior to the date of Retirement will govern.

(b) Deferred Stock Units. The balance in the Deferred Stock Unit Deferral Account will be paid in cash in a lump sum. Notwithstanding the foregoing, distributions will be made in the

form of Edison International Common Stock for Participants