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EDISON INTERNATIONAL EXECUTIVE INCENTIVE COMPENSATION PLAN

Executive Compensation Plan Agreement

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This Executive Compensation Plan Agreement involves

EDISON INTERNATIONAL

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Title: EDISON INTERNATIONAL EXECUTIVE INCENTIVE COMPENSATION PLAN
Governing Law: California     Date: 8/7/2009
Industry: Electric Utilities     Sector: Utilities

EDISON INTERNATIONAL EXECUTIVE INCENTIVE COMPENSATION PLAN, Parties: edison international
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Exhibit 10.1


EDISON INTERNATIONAL

EXECUTIVE INCENTIVE COMPENSATION PLAN

Effective January 1, 1997 and as
amended October 24, 2007 and February 25, 2009

WHEREAS, it has been determined that it is in the best interest of Edison International and its affiliates to offer and maintain competitive executive compensation programs designed to attract and retain qualified executives;

WHEREAS, it has been determined that providing financial incentives to executives that reinforce and recognize corporate, organizational and individual performance and accomplishments will enhance the financial and operational performance of Edison International and its affiliates; and

WHEREAS, it has been determined that an incentive compensation program would encourage the attainment of short-term corporate goals and objectives;

NOW, THEREFORE, the Edison International Executive Incentive Compensation Plan has been established by the Compensation and Executive Personnel Committee of the Board of Directors effective January 1, 1997, and made available to eligible executives of Edison International and its participating affiliates subject to the following terms and conditions:

1.  Definitions.     When capitalized herein, the following terms are defined as indicated:

"Board" means the Board of Directors of a Company.

"CEO" means the chief executive officer of a Company.

"Chairman" means the Chairman of the Board and Chief Executive Officer of Edison International.

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

"Company" means Edison International or a participating affiliate.

"Committee" means the Compensation and Executive Personnel Committee of the Edison International Board of Directors. Where the context requires with respect to officers and other participating employees of Southern California Edison Company, "Committee" shall also mean the Compensation and Executive Personnel Committee of the Southern California Edison Company Board of Directors.

"Participant" means the Chairman, president, executive vice presidents, senior vice presidents, elected vice presidents, and senior managers whose participation in this Plan has been approved by the Committee, Chairman or Board.

"Plan" means the Edison International Executive Incentive Compensation Plan.

2.  Eligibility.     To be eligible for the full amount of any incentive award, an individual must have been a Participant for the entire calendar year. Pro-rata awards may be distributed to Participants who are discharged for reasons other than incompetence, misconduct or fraud, or who resigned, retired or became disabled during the calendar year, or who were Participants for less than the full year. In the event of the death of a Participant during the calendar year, a pro-rata award may be made at the discretion of the Committee, the Board, or CEO having the authority to approve the Participant's award had the death not occurred.

3.  Company Performance Goals.     Each CEO will furnish recommended Company performance goals to the Chairman. In consultation with the Chairman, the Committee will select specific performance goals for the year. The performance goals must represent relatively optimistic, but reasonably attainable goals, the accomplishment of which will contribute significantly to the attainment of Company strategic objectives.

4.  Individual Incentive Award Levels.     Company, organizational and individual performance relative to the pre-established goals will determine the award a Participant can receive. The Committee will establish target award levels for the year as a percentage of base salary at the time performance goals are set (and/or at such later time when the individual first becomes eligible to participate in the Plan or is eligible to receive a higher target award level under the Plan because of a promotion or other approved reason). If the Committee


 

determines individual and Company performance goals have been substantially met, Participants will be eligible for individual incentive awards at the target award levels established by the Committee. Stretch-maximum awards may be established by the Committee and earned on the basis of performance in excess of targets. Any incentive awards becoming payable to Participants who are promoted during the calendar year after the first quarter or otherwise become entitled to receive a higher base salary and/or target award level under the Plan during the calendar year after the first quarter may be


 
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