EDISON INTERNATIONAL EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.7

EDISON INTERNATIONAL

EXECUTIVE DEFERRED COMPENSATION PLAN

As Amended and Restated

December 31, 2008

EXECUTIVE DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS (cont.)

EXECUTIVE DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS (cont.)

EXECUTIVE DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS (cont.)

EDISON INTERNATIONAL

EXECUTIVE DEFERRED COMPENSATION PLAN

As Amended December 31, 2008

PREAMBLE

Plan benefits are available to eligible executives and key management employees 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 Edison International Executive Deferred Compensation 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 Edison International affiliate is responsible for payment of the accrued benefits under the Plan with respect to its own executives and key management employees 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 in accordance with the provisions of Section 3.6 and 4.2 hereof. 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.

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 executives in the Plan.

Alternative Exercise means the exercise of all or a portion of a Qualifying Award in exchange for an amount equal to the gain that would otherwise have been realized by the Participant being credited under this Plan.

Alternative Exercise Agreement means an agreement entered into between EIX and an Eligible Employee in accordance with Article 2 pursuant to which the Eligible Employee elects to defer under this Plan the gain resulting from any subsequent exercise of the Qualifying Award.

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

Base Salary means the Participant’s annual basic rate of pay from the Employer (excluding Bonus, special awards, commissions, severance pay, and other non-regular forms of compensation) before reductions for deferrals under the Plan or the SSPP.

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 or persons or entity designated as such in accordance with Article 14 of the Plan.

Board means the Board of Directors of the Company.

Bonus means the amount paid in cash to the Participant by the Employer in the form of an annual incentive award before reductions for deferrals under the Plan.

Cause means the occurrence of either or both of the following:

Change of Control means either: (i) the dissolution or liquidation of EIX or an Employer; (ii) a reorganization, merger or consolidation of EIX or an Employer with one or more corporations as a result of which EIX or an Employer is not the surviving corporation; (iii) approval by the stockholders of EIX or an Employer of any sale, lease, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of EIX or an Employer; (iv) approval by the stockholders of EIX or an Employer of any merger or consolidation of EIX or an Employer, in which the holders of voting stock of EIX or an Employer 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 EIX or an Employer 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 EIX or an Employer, with other employees of EIX or an Employer, will be disregarded and not be considered a change in membership. Notwithstanding the foregoing, any reorganization, merger or consolidation of an Employer with EIX or another Employer will be disregarded and not be considered a Change of Control. Notwithstanding the foregoing, for purposes of the definition of Protected Period, “Change of 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 the Company’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 Edison International, or any successor thereto.

Compensation means the sum of the Participant’s Base Salary and Bonus for a calendar year before deferral under this Plan or the SSPP.

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 five years preceding November 1st of the prior year. EIX reserves the right to prospectively change the Crediting Rate.

Deferral Account means the notional account established for record keeping purposes for a Participant pursuant to Article 5 of the Plan.

Deferral Period means the calendar 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 calendar year following the date of the Participation Election.

Disability means the permanent and total disability of the Participant as determined by the Employer except that for purposes of Sections 3.6, 4.2(ii) and 6.5, “Disability” means the Participant’s eligibility for benefits under his or her Severance Employer’s long-term disability plan applicable to the Participant, as determined by the Severance Employer.

EIX means Edison International.

Eligible Employee means a key employee of an Affiliate, who (i) is a U.S. employee or an expatriate who is based and paid in the U.S., (ii) is designated by the Administrator as eligible to participate in the Plan (subject to the restriction in Sections 10.2 and 12.2 of the Plan), and (iii) qualifies as a member of the “select group of management or highly compensated employees” under ERISA.

Employer means the Affiliate employing the Participant.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Excess SSPP shall mean the amount of Base Salary deferred under Section 3.5 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.

Matching Credit means the credit added to the Participant’s Deferral Account under Article 4.

Matching Base means (i) the amount of the Primary Salary Deferral or (ii) the difference between the Participant’s Base Salary and the Code Section 401(a)(17) compensation limit, or

(iii) the difference between the Participant’s Base Salary and the Code 402(g) limitation divided by 0.06, whichever is greater.

Participant means an Eligible Employee who has elected to participate and has completed a Participation Election or Alternative Exercise Agreement pursuant to Article 2 of the 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.

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 EIX Executive Deferred Compensation Plan.

Primary Salary Deferral means the amount deferred from Base Salary that is not Excess SSPP. The Primary Salary Deferral is subtracted from Base Salary before SSPP Contributions and Excess SSPP deferrals are calculated.

Protected Period means the period related to a Change of Control that is deemed to commence on the date that is six months before the date of the actual Change of Control and end on the date that is two years after the Change in Control.

Qualifying Award means an award granted to an Eligible Employee under the EIX Management Long-Term Incentive Compensation Plan, the EIX Officer Long-Term Incentive Compensation Plan or the EIX Equity Compensation Plan, other than an EIX nonqualified stock option, and evidenced in writing that provides (or is amended to provide) that the award may be Alternatively Exercised under this Plan; provided, however, that an award will not be a Qualifying Award if it will expire, by its terms, before the end of the six-month period commencing with the date that the Alternative Exercise Agreement is submitted to and received by the Administrator.

Retirement means a separation from service under terms constituting a retirement for purposes of the nonqualified executive retirement plan covering the Participant.

Scheduled Withdrawal means a distribution of all or a portion of the vested amount of deferrals and earnings credited to the Participant’s Deferral Account as elected by the Participant pursuant to the provisions of Article 11 of the Plan.

Severance Employer means the Company or any affiliated business of the Company that has adopted this Plan with the written consent of the Company, 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 Severance Employer means the Severance Employer that employs or last employed the Participant.

Severance Plan Benefit Election means a special election under Section 6.5.

SSPP means the Southern California Edison Company Stock Savings Plus Plan as amended from time-to-time.

Termination Date means the last day that the Participant is actually employed by a Severance Employer in connection with the event that entitles the Participant to severance benefits.

Termination for Cause means the Termination of Employment of the Participant upon willful failure by the Participant to substantially perform his or her duties for the Employer or the willful

engaging by the Participant in conduct which is injurious to the Employer, monetarily or otherwise.

Termination of Employment means the voluntary or involuntary cessation of the Participant’s employment with the Employer 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 an Affiliate within 30 days of ceasing work with the Employer.

Unscheduled Withdrawal means a distribution of all or a portion of the vested amount and earnings credited to the Participant’s Deferral Account as requested by the Participant pursuant to the provisions of Article 11 of the Plan.

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

Vesting means the Participant’s right to receive any amount deferred, Matching Credits, and/or earnings thereon as provided in Article 4.

ARTICLE 2
PARTICIPATION

2.1 Commencement

(a) Salary and Bonus. An Eligible Employee will become a Participant in the Plan on the first day of the calendar year or the first day of the pay period coincident with or next following the date the employee became an Eligible Employee, provided the Eligible Employee has submitted to the Administrator a Participation Election prior to that date. Except for employees who become newly eligible during the calendar 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 calendar year.

(b) Qualifying Awards. An Eligible Employee may also become a Participant in the Plan by electing to alternatively exercise all or a portion of a Qualifying Award as provided in Section 3.2.

2.2 Annual Deferral

Subject to the restrictions in Article 3, the Eligible Employee will designate his or her Annual Deferral for the covered calendar year on the Participation Election.

2.3 Continuation of Participation

A Participant may not elect to defer Compensation under the Plan unless the Participant is an Eligible Employee for the calendar year for which the election is made. Once a Deferral Account balance has been established, the individual will continue as a Participant in the Plan until the Participant no longer has a Deferral Account balance under the Plan. In the event a Participant is later employed by an affiliated company that does not participate in the Plan, the Participant’s Annual Deferral will cease, and the Participant’s Deferral Account will remain in effect until such time as the benefits are distributed as elected on the Participant’s last valid Participation Election or Alternative Exercise Agreement.

ARTICLE 3
EMPLOYEE DEFERRALS

3.1 Participation Election

(a) Annual Deferral. Eligible Employees may elect to make an Annual Deferral under the Plan by submitting a Participation Election during the applicable enrollment period. The Participant may designate a specified amount or a percentage of Base Salary to be deferred as a Primary Salary Deferral. The Participant may designate a specified amount, a percentage, or a whole percentage in excess of a specified amount of Bonus to be deferred. The Participant may also designate a percentage rate, up to the maximum deferral rate permitted under the SSPP, at which to defer additional amounts of Base Salary as Excess SSPP once the limits of SSPP contributions are reached as provided in Section 3.5. Once made, this 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 calendar year.

(b) Minimum Annual Deferral. The minimum amount of Base Salary that may be designated as Primary Salary Deferral is $2,000. The minimum amount of Bonus that may be designated for deferral is $2,000. There is no minimum percentage.

(c) Maximum Annual Deferral. The maximum Primary Salary Deferral from Base Salary for a calendar year is 75% of Base Salary. The maximum deferral from Bonus for a calendar year is 100% of the Bonus.

3.2 Alternative Exercise of Qualifying Awards

(a) Form of Agreement. Eligible Employees may elect to defer gains on future exercises of Qualified Awards by completing and executing an Alternative Exercise Agreement and submitting it to the Administrator. Such an election is irrevocable. The Alternative Exercise Agreement must specify the portion of the Qualifying Award that the Participant will alternatively exercise under this Plan. Acting through any of its officers, EIX will execute the Alternative Exercise Agreement and return a copy to the Participant. Subject to the limitations of Section 3.2(b), the Qualifying Award may be exercised by submitting a notice of Alternative Exercise on the form approved by the Administrator for that purpose.

(b) Limited Ability to Exercise Qualifying Award. Any Qualifying Award (or portion thereof) which is subject to an Alternative Exercise Agreement may not be exercised at all during the six-month period following the date the Administrator receives the Participant’s Alternative Exercise Agreement. Upon any exercise thereafter, gains will be credited as provided under Section 5.2(c). The Qualifying Award remains subject to all applicable limitations as to the time or times during which it may be exercised as provided in the terms and conditions of the Qualifying Award.

(c) Termination of Alternative Exercise Agreements. If, prior to the end of the six-month period described above, (i) a Participant’s employment with the Company (including any Subsidiary) is terminated, or (ii) unless the Committee otherwise provides, a Change of Control event occurs, the Participant’s Alternative Exercise Agreement will terminate and the related

Qualifying Award may then be exercised in accordance with the terms and con