EDISON INTERNATIONAL 2009 Long-Term Incentives Terms and Conditions

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.2

EDISON INTERNATIONAL
2009 Long-Term Incentives
Terms and Conditions

LONG-TERM INCENTIVES

The long-term incentive awards granted in 2009 (" LTI ") for eligible persons (each, a " Holder ") employed by Edison International (" EIX ") or its participating affiliates (the " Companies ", or individually, the " Company ") include the following:

•

Nonqualified stock options to purchase shares of EIX Common Stock (" EIX Options ") as described in Section 3;

•

Contingent EIX performance units (" Performance Shares ") as described in Section 4; and

•

With respect to certain eligible persons, restricted EIX stock units (" Restricted Stock Units ") as described in Section 5.

Each of the LTI awards will be granted under the 2007 Performance Incentive Plan (the " Plan ") and will be subject to adjustment as provided in Section 7.1 of the Plan.

The LTI shall be subject to these 2009 Long-Term Incentives Terms and Conditions (these " Terms "). The LTI shall be administered by the Compensation and Executive Personnel Committee of the EIX Board of Directors (the " Committee "). The Committee shall have the administrative powers with respect to the LTI set forth in Section 3.2 of the Plan.

In the event EIX grants LTI to a Holder, the number of EIX Options, Performance Shares and Restricted Stock Units (if any) granted to the Holder will be set forth in a written award certificate delivered by EIX to the Holder.

VESTING OF LTI

Subject to Sections 8 and 9 the following vesting rules shall apply to the LTI:

        EIX Options.     The EIX Options will vest over a four-year period as described in this Section 2 (the " Vesting Period "). The effective " initial vesting date " will be January 2 of the year following the date of the grant, or six months after the date of the grant, whichever date is later. The EIX Options will vest as follows:

•

On the initial vesting date, one-fourth of the award will vest.

•

On January 2, 2011, an additional one-fourth of the award will vest.

•

On January 2, 2012, an additional one-fourth of the award will vest.

•

On January 2, 2013, the balance of the award will vest.

        Performance Shares.     The Performance Shares will vest and become payable to the extent earned as determined at the end of the three-calendar-year period commencing on January 1, 2009, and ending December 31, 2011 (the " Performance Period "), subject to the provisions of Section 4.

        Restricted Stock Units.     The Restricted Stock Units will vest and become payable on January 2, 2012.

        Continuance of Employment/Service Required.     The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the LTI and the rights and benefits thereunder. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Holder to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services except as provided in Section 8 below.

EIX OPTIONS

        Exercise Price.     The exercise price of an EIX Option stated in the award certificate is the closing price (in regular trading) of a share of EIX Common Stock on the New York Stock Exchange for the effective date of the grant.

        Cumulative Exercisability; Term of Option.     The vested portions of the EIX Options will accumulate to the extent not exercised, and be exercisable by the Holder subject to the provisions of this Section 3 and Sections 8 and 9, in whole or in part, in any subsequent period but not later than January 2, 2019.

        Method of Exercise.     The Holder may exercise an EIX Option by providing written notice to EIX on the form prescribed by the Committee for this purpose, or completion of such other EIX Option exercise procedures as EIX may prescribe, accompanied by full payment of the applicable exercise price. Payment must be in cash or its equivalent acceptable to EIX. At the discretion of the Holder, EIX Common Stock valued on the exercise date at a per-share price equal to the closing price of EIX Common Stock on the New York Stock Exchange may be used to pay the exercise price, provided the Company can comply with any legal requirements. A broker-assisted "cashless" exercise may be accommodated for EIX Options at the discretion of EIX. Until payment is accepted, the Holder will have no rights in the optioned stock. The provisions of Section 10 must be satisfied as a condition precedent to the effectiveness of any purported exercise.

        Automatic Exercise.     Except as may otherwise be determined by the Committee in advance of the applicable exercise date and subject to the conditions below, the Holder's then-outstanding vested EIX Options (and any then-outstanding vested EIX options previously granted under the Plan or the EIX Equity Compensation Plan that are outstanding and not expired on February 25, 2009 (" Prior Options ")) shall automatically be exercised by EIX on behalf of the Holder on the last day of the term of such options (including any shortened term as a result of a termination of employment), to the extent such options are not otherwise exercised on or before that date. In connection with any automatic exercise of outstanding vested EIX options, EIX shall satisfy the exercise price of the EIX options and the minimum applicable withholding obligation by withholding that number of EIX shares of Common Stock otherwise issuable pursuant to the options having a value (based on the closing price of EIX Common Stock on the New York Stock Exchange on the exercise date, or if no sales of EIX Common Stock were reported on the New York Stock Exchange on that date, the closing price of EIX Common Stock on the New York Stock Exchange on the next preceding day on which sales of EIX Common Stock were reported) equal to the exercise price of the EIX options and the minimum applicable withholding obligation. Outstanding vested EIX options shall only be automatically exercised by EIX on behalf of the Holder if (i) the EIX options have an exercise price that is lower than the price of a share of EIX Common Stock on the New York Stock Exchange at the time of exercise so that the options are "in-the-money," (ii) EIX is capable of satisfying the exercise price of the EIX options and the minimum applicable withholding obligation in connection with such exercise in the manner described in the preceding sentence, and (iii) the exercise by EIX complies with all legal requirements applicable to EIX. This Section 3.4 controls as to any inconsistency with the Terms and Conditions applicable to the Prior Options with respect to the subject matter of this paragraph.

PERFORMANCE SHARES

        Performance Shares.     Performance Shares are EIX Common Stock-based units subject to a performance measure based on the percentile ranking of EIX total shareholder return (" TSR ") among the TSRs for the stocks comprising the Comparison Group (as defined below) over the entire Performance Period. TSR is calculated using (i) the average closing stock price for the relevant stock for the 20-trading-day period ending with the last day on which the New York Stock Exchange is open for trading preceding the first day of the Performance Period, and (ii) the average closing stock price for the relevant stock for the 20-trading-day period ending with the measurement date. A target number of contingent Performance Shares will be awarded on the initial grant date. The target number of contingent Performance Shares will be increased by any additional Performance Shares

created by "reinvestment" of dividend equivalents as provided in Section 4.4. The actual amount of Performance Shares to be paid will depend on EIX's TSR percentile ranking on the measurement date. If EIX's TSR is below the 40 ^th  percentile, no Performance Shares will be paid. Twenty-five percent (25%) of the target number of Performance Shares will be paid if EIX's TSR percentile ranking is at the 40 ^th  percentile. The target number of Performance Shares will be paid if EIX's TSR rank is at the 50 ^th  percentile. Two times the target number of Performance Shares will be paid if EIX's TSR percentile ranking is at the 75th percentile or higher. The payment multiple is interpolated for performance between the points indicated in the preceding three sentences on a straight-line basis.

The " Comparison Group " consists of the stocks comprising the Philadelphia Utility Index as the index is constituted on the measurement date, but deleting AES Corporation and adding Sempra Energy (in each case, if such stock is publicly traded on the measurement date), and adjusted as described below if there are less than 20 companies in such index as so adjusted on the measurement date. If the Comparison Group consists of less than 20 stocks on the measurement date, the stock with the median TSR for the entire Performance Period (or, if there are an even number of stocks in the Comparison Group before giving effect to this sentence, a stock deemed to have a TSR equal to the average TSR of the two stocks in the Comparison Group that fall in the middle of such group when ranked based on TSR for the entire Performance Period) shall be added back to the Comparison Group a sufficient number of times to bring the stocks comprising the Comparison Group to 20. (For purposes of clarity, if there are only 17 stocks in the Comparison Group before giving effect to the preceding sentence, the stock with the median TSR for the entire Performance Period will be added back to the Comparison Group a total of three times to bring the stocks comprising the Comparison Group to 20.)

        Measurement Date.     The performance measurement date will be the last day of the Performance Period on which the New York Stock Exchange is open for trading. As of that date, the applicable payment multiple will be determined as provided in Section 4.1 above based on the EIX TSR percentile ranking achieved during the Performance Period. No payment will be made with respect to the Performance Shares unless and until the Committee has certified, by resolution or other appropriate action in writing, that the applicable EIX TSR percentile ranking has been accurately determined. The Committee shall not have discretion to pay Performance Shares if the minimum EIX TSR ranking is not achieved or to pay Performance Shares in excess of the amount provided in Section 4.1 for the applicable EIX TSR ranking.

        Payment of Performance Shares.     Fifty percent of the Performance Shares that are earned pursuant to Section 4.1 (plus any fractional shares) will be paid in cash. The remainder of the Performance Shares earned will be paid on a one-for-one basis in EIX Common Stock under the Plan. The value of each Performance Share paid in cash will be equal to the closing price per share of EIX Common Stock on the New York Stock Exchange for the measurement date. The cash and stock payable for the earned Performance Shares will be delivered as soon as practicable following the Committee's certification in Section 4.2 above, and in all events no later than March 15, 2012. The Performance Shares are subject to termination and other conditions specified in Sections 8 and 9, and to the provisions of Section 10.

        Dividend Equivalent Reinvestment.     For each dividend on EIX Common Stock for which the ex-dividend date falls within the Performance Period, the Holder of Performance Shares will be credited with an additional number of target Performance Shares. The additional number of shares added on each ex-dividend date will be equal to (i) the per-share cash dividend paid by EIX on its Common Stock with respect to the related ex-dividend date, multiplied by (ii) the Holder's number of target Performance Shares (including any additional target Performance Shares previously credited under this Section 4.4), divided by (iii) the closing price of a share of EIX Common Stock on the related ex-dividend date, with the result rounded to four decimal places. Any target Performance Shares added pursuant to the foregoing provisions of this Section 4.4 will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original target Performance Shares to which they relate (including application of the TSR payment multiple as

contemplated by Section 4.1). No target Performance Shares will be added pursuant to this Section 4.4 with respect to any target Performance Shares which, as of the related ex-dividend date, have either become payable pursuant to Section 4.3 or terminated pursuant to Section 8.

RESTRICTED STOCK UNITS

        Restricted Stock Units.     Restricted Stock Units are EIX Common Stock-based units that vest based on the passage of time. As soon as administratively practical following January 2, 2012 (and in all events within 90 days after such date), EIX will deliver to the Holder a number of shares of EIX Common Stock equal to the number of Restricted Stock Units that have vested, except that if the Restricted Stock Units vest pursuant to Section 8.3, 8.4, 8.5 or 9, the Restricted Stock Units will become payable as provided in the applicable section below. The Restricted Stock Units are subject to termination and other conditions specified in Sections 8 and 9, and to the provisions of Section 10.

        Dividend Equivalent Reinvestment.     For each dividend declared on EIX Common Stock with an ex-dividend date on or after the date an award of Restricted Stock Units is granted and before all of such Restricted Stock Units either have become payable pursuant to Section 5.1 or have terminated pursuant to Section 8 or 9, the Holder of such award will be credited with an additional number of Restricted Stock Units equal to (i) the per-share cash dividend paid by EIX on its Common Stock with respect to the related ex-dividend date, multiplied by (ii) the total number of outstanding and unpaid Restricted Stock Units (including any Restricted Stock Units previously credited under this Section 5.2) subject to such award as of such ex-dividend date, divided by (iii) the closing price of a share of EIX Common Stock on the related ex-dividend date, with the result rounded to four decimal places. Any additional Restricted Stock Units credited pursuant to the foregoing provisions of this Section 5.2 will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original Restricted Stock Units to which they relate; provided, however, that the Committee shall retain discretion to pay any Restricted Stock Units in cash rather than shares of EIX Common Stock if and to the extent that payment in shares would exceed the applicable share limits of the Plan, with any fractional shares to be paid in cash. No crediting of Restricted Stock Units will be made pursuant to this Section 5.2 with respect to any Restricted Stock Units which, as of the related ex-dividend date, have either been paid pursuant to Section 5.1 or terminated pursuant to Section 8 or 9.

DELAYED PAYMENT OR DELIVERY OF LTI GAINS

Notwithstanding any other provision herein, Holders who are eligible to defer salary under the EIX 2008 Executive Deferred Compensation Plan (the " EDCP ") may irrevocably elect to defer receipt of all or a part of the cash payable in respect of the portion of earned Performance Shares that are payable in cash pursuant to the terms of the EDCP. To make such an election, the Holder must submit a signed agreement in the form approved by, and in advance of the applicable deadline established by, the Committee. In the event of any timely deferral election, the LTI with respect to which the deferral election was made shall be paid in accordance with the terms of the EDCP.

TRANSFER AND BENEFICIARY

        Limitations on Transfers.     Except as provided below and in Section 10, the LTI will not be transferable by the Holder and, during the lifetime of the Holder, the LTI will be exercisable only by him or her. The Holder may designate a beneficiary who, upon the death of the Holder, will be entitled to exercise the then vested portion of the LTI during the remaining term subject to the provisions of the Plan and these Terms.

        Exceptions.     Notwithstanding the foregoing, the LTI of the CEOs of EIX, Edison Mission Group, and Southern California Edison Company, and the EVPs of EIX, are transferable to a spouse, children or grandchildren, or trusts or other vehicles established exclusively for their benefit. Any transfer request must specifically be authorized by EIX in writing and shall be subject to any conditions, restrictions or requirements as the Committee may determine.

TERMINATION OF EMPLOYMENT

        General.     In the event of termination of the employment of the Holder for any reason other than those specified in Sections 8.2, 8.3, 8.4 or 9, the LTI will terminate as follows: (i) the Holder's unvested EIX Options will terminate for no value on the date such employment terminates, (ii) the Holder's vested EIX Options will terminate for no value 180 days from the date on which such employment terminated (or, if earlier, on the last day of the applicable EIX Option term) to the extent not theretofore exercised, (iii) the Holder's unearned Performance Shares will terminate for no value, and (iv) the Holder's unvested Restricted Stock Units will terminate for no value. Any fractional vested EIX Options will be rounded up to the next whole share.

        Retirement.     If the Holder terminates employment on or after the first day of the month in which he or she (i) attains age 65 or (ii) attains age 61 with five "years of service," as that term is defined in the Edison 401(k) Savings Plan (a " Retirement "), then the vesting and exercise or payment provisions of this Section 8.2 will apply.

         EIX Options .    The EIX Options will vest; provided, however, that in the event the Holder's Retirement occurs within the calendar year in which the applicable EIX Option is granted, the portion of the option that vests upon the Holder's Retirement will be prorated by multiplying the total number of shares subject to the option by a fraction, the numerator of which shall be the number of whole months in the calendar year of grant that the Holder was employed by one or more of the Companies, and the denominator of which shall be twelve (12). In no event shall the Holder be credited with services performed during any portion of a calendar month (even if a substantial portion) if the Holder is not employed by one of the Companies as of the last day of such calendar month. The portion of the option not eligible to vest following the Holder's Retirement after giving effect to the proration described in the preceding two sentences shall terminate upon the Holder's Retirement, and the Holder shall