SOUTHERN CALIFORNIA EDISON COMPANY
INDEMNITY AGREEMENT
DIRECTOR/OFFICER NAME
This Indemnity Agreement ("Agreement") is made as of (Election Date), by and between SOUTHERN CALIFORNIA
EDISON COMPANY, a California corporation ("Company"), and DIRECTOR/OFFICER NAME ("Indemnitee"), a director and
officer of the Company.
RECITALS
A. The Indemnitee is currently serving as a director and officer of the Company and in such
capacity will render valuable services to the Company.
B. The Company has investigated the availability and sufficiency of liability insurance and
California statutory indemnification provisions to provide its directors and officers with adequate protection
against various legal risks and potential liabilities to which such individuals are subject due to their
positions with the Company and has concluded that such insurance and statutory provisions may provide inadequate
and unacceptable protection to certain individuals requested to serve as its directors and officers.
C. In order to induce and encourage highly experienced and capable persons such as the Indemnitee
to continue to serve as a director and officer of the Company, the Board of Directors has determined, after due
consideration and investigation of the terms and provisions of this Agreement and the various other options
available to the Company and the Indemnitee in lieu hereof, that this Agreement is not only reasonable and
prudent but necessary to promote and ensure the best interests of the Company and its shareholders.
AGREEMENT
NOW, THEREFORE, in consideration of the continued services of the Indemnitee and in order to induce the
Indemnitee to continue to serve as a director and officer, the Company and the Indemnitee do hereby agree as
follows:
1. Definitions. As used in this Agreement:
(a) The term "Proceeding" shall include any threatened, pending or completed action, suit
or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether
of a civil, criminal or administrative or investigative nature, by reason of the fact that the
Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another enterprise, whether or not the
Indemnitee is serving in such capacity at the time any liability or expense is incurred for which
indemnification or reimbursement is to be provided under this Agreement.
(b) The term "Expenses" includes, without limitation, attorneys' fees, disbursements and
retainers, accounting and witness fees, travel and deposition costs, expenses of investigations,
Page 1
judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of the
Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or
otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the
investigation, defense or appeal of a Proceeding or action for indemnification for which the Indemnitee
is not otherwise compensated by the Company or any third party. The term "Expenses" does not include
the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee.
2. Agreement to Serve. The Indemnitee agrees to continue to serve as a director and officer of
the Company at the will of the Company for so long as the Indemnitee is duly elected or appointed or until such
time as the Indemnitee tenders a resignation in writing or is removed as a director and/or officer.
3. Indemnification in Third Party Actions. The Company shall indemnify the Indemnitee if the
Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other
than a Proceeding by or in the name of the Company to procure a judgment in its favor), by reason of the fact
that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments,
fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the
defense or settlement of such a Proceeding, to the fullest extent permitted by California law and the Company's
Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company.
4. Indemnification in Proceedings By or In the Name of the Company. The Company shall indemnify
the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in
any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the
Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines,
penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the
defense or settlement of such a Proceeding, to the fullest extent permitted by California law and the Company's
Articles of Incorporation.
5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively
presumed to have met the relevant standards of conduct, if any, as defined by California law, for indemnification
Page 2
pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by
the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the
Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority
vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is
made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved
by the Indemnitee in writing, or (iv) by a court of competent jurisdiction.
6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this
Agreement, to the extent that the Indemnitee has been successful in defense of any Proceeding or in defense of
any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without
prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be
indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by California
law.
7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid
promptly by the Company in advance of the final disposition of the Proceeding at the written request of the
Indemnitee to the fullest extent permitted by California law; provided that the Indemnitee shall undertake in
writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to
indemnification.
8. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement
to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise
taxes actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of
any Proceeding but not, however, for the total amount of the Indemnitee's Expenses, judgments, fines, penalties
or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses,
judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled.
9. Indemnification Procedure; Determination of Right to Indemnification.
(a) Promptly after receipt by the Indemnitee of notice of the commencement of any
Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under
this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify
the Company will not relieve it from any liability which it may have to the Indemnitee otherwise than
under this Agreement.
(b) If a claim for indemnification or advances under this Agreement is not paid by the
Company within 30 days of receipt of written notice, the rights provided by this Agreement shall be
enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear
and convincing evidence that indemnification or advances are not appropriate shall be on the Company.
Page 3
Neither the failure of the directors or shareholders of the Company or its independent legal counsel to
have made a determination prior to the commencement of such action that indemnification or advances are
proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any,
nor an actual determination by the directors or shareholders of the Company or independent legal counsel
that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or
create a presumption for the purpose of an action that the Indemnitee has not met the applicable
standard of conduct.
(c) The Indemnitee's Expenses incurred in connection with any proceeding concerning the
Indemnitee's right to indemnification or advances in whole or in part pursuant to this Agreement shall
also be indemnified by the Company regardless of the outcome of such a proceeding.
(d) With respect to any Proceeding for which indemnification is requested, the Company
will be entitled to participate therein at its own expense and, except as otherwise provided below, to
the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to
the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense
of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses
subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided
below. The Company shall not settle any Proceeding in any manner which would impose any penalty or
limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the
right to employ counsel in any Proceeding, but the fees and expenses of such counsel incurred after
notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of
the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the
Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest
between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the
Company shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which
cases the fees and expenses of the Indemnitee's counsel shall be advanced by the Company. The Company
shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or
as to which the Indemnitee has concluded that there may be a conflict of interest between the Company
and the Indemnitee.
10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the
Company:
(a) To indemnify or advance funds to the Indemnitee for Expenses with respect to
Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with
respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement
or any other statute or law or otherwise as required under California law, but such indemnification or
advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds
it to be appropriate;
Page 4
(b) To indemnify the Indemnitee for any Expenses, judgments, fines, penalties or ERISA
excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a
valid and collectible insurance policy, except in respect of any excess beyond the amount of payment
under such insurance;
(c) To indemnify the Indemnitee for any Expenses, judgments, fines or penalties sustained
in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of
securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of
1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of
any federal, state or local statutory law; and
(d) If a court of competent jurisdiction finally determines that any indemnification
hereunder is unlawful.
11. Maintenance of Liability Insurance.
(a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to
serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be
subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and
maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in
reasonable amounts from established and reputable insurers.
(b) In all D&O Insurance policies, the Indemnitee shall be named as an insured in such a
manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's directors.
(c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or
maintain D&O Insurance if the Company determines, in its sole discretion, that such insurance is not
reasonably available, the premium costs for such insurance are disproportionate to the amount of
coverage provided, the coverage provided by such insurance is so limited by exclusions that it provides
an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of
the Company.
12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall
not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of
Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of California
law, or otherwise, both as to action in the Indemnitee's official capacity and as to action in another capacity
on behalf of the Company while holding such office.
13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit
of the Indemnitee and the Indemnitee's heirs, executors, administrators and assigns (whether or not Indemnitee
has ceased to be a director or officer of the Company), and the Company and its successors and assigns.
Page 5
14. Separability. Each and every paragraph, sentence, term and provision of this Agreement is
separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or
unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability
of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence,
term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity
and to provide the Indemnitee with the broadest possible indemnification permitted under California law.
15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is
invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the
Indemnitee as to any Expenses, judgments, fines, penalties or ERISA excise taxes incurred with respect to any
Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this
Agreement that has not been invalidated or by any other applicable provision of California law.
16. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance
with its fair meaning. Headings are for convenience only and shall not be used in construing meaning. This
Agreement shall be governed and interpreted in accordance with the laws of the State of California.
17. Amendments. No amendment, waiver, modification, termination or cancellation of this Agreement
shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification
rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise
affected by amendments to the Articles of Incorporation, Bylaws or by other agreements, including D&O Insurance
policies.
18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one or more counterparts have been
signed by each party and delivered to the other.
19. Notices. Any notice required to be given under this Agreement shall be directed to SOUTHERN
CALIFORNIA EDISON COMPANY, 0000 Xxxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel, and
to Indemnitee at 0000 Xxxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, or to such other address as either shall
designate in writing.
Page 6
IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first
written above.
INDEMNITEE
---------------------------------
Director/Officer Name
SOUTHERN CALIFORNIA EDISON COMPANY
----------------------------------
Xxxx X. Xxxxxx
Chairman of the Board and Chief Executive Officer
Page 7
