Exhibit 10.26

EXECUTION COUNTERPART

COLLATERAL AGENCY AND
INTERCREDITOR AGREEMENT

Dated as of December 15, 1999

among

MIDWEST GENERATION EME LLC,

EDISON MISSION MIDWEST HOLDINGS CO.,

EDISON MISSION OVERSEAS CO.,

MIDWEST GENERATION, LLC,

COLLINS HOLDINGS EME, LLC,

EACH OWNER LESSOR,

MIDWEST FUNDING LLC,

THE HOLDINGS ADMINISTRATIVE AGENT,

EACH HOLDER REPRESENTATIVE,

EACH OTHER REPRESENTATIVE,

THE MIDWEST LC ISSUER,

THE DEPOSITARY AGENT,

THE DEPOSITARY BANK,

and

THE HOLDINGS COLLATERAL AGENT

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TABLE OF CONTENTS

|            |  |                                                                                                       |  | Page
|----------- |  | ----------------------------------------------------------------------------------------------------- |  | ----
|SECTION 1.  |  | Definitions                                                                                           |  | 3   
|SECTION 2.  |  | Priority of Security Interests                                                                        |  | 3   
|SECTION 3.  |  | Exercise of Rights                                                                                    |  | 4   
|SECTION 4.  |  | Certain Actions                                                                                       |  | 7   
|SECTION 5.  |  | Establishment of the Cashflow Recapture Fund; and Lien and Security Interest; Etc.                    |  | 9   
|SECTION 6.  |  | Deposits into the Cashflow Recapture Fund                                                             |  | 10  
|SECTION 7.  |  | Payments from the Cashflow Recapture Fund                                                             |  | 10  
|SECTION 8.  |  | Release of Funds from Cashflow Recapture Fund                                                         |  | 10  
|SECTION 9.  |  | Cash Equivalent Investments                                                                           |  | 11  
|SECTION 10. |  | Disposition of Funds Upon the Cashflow Recapture Termination Date                                     |  | 11  
|SECTION 11. |  | Possession of the Cashflow Recapture Fund                                                             |  | 11  
|SECTION 12. |  | The Depositary Bank; Limited Rights of Holdings                                                       |  | 11  
|SECTION 13. |  | Certain Remedial Actions                                                                              |  | 13  
|SECTION 14. |  | Receipt of Money or Proceeds                                                                          |  | 13  
|SECTION 15. |  | Actions of the Holdings Collateral Agent                                                              |  | 13  
|SECTION 16. |  | Application of Proceeds                                                                               |  | 14  
|SECTION 17. |  | Appointment and Duties of Holdings Collateral Agent, Depositary Agent and Depositary Bank             |  | 15  
|SECTION 18. |  | Rights of Holdings Collateral Agent and Depositary Agent                                              |  | 16  
|SECTION 19. |  | Lack of Reliance on the Holdings Collateral Agent                                                     |  | 21  
|SECTION 20. |  | Resignation or Removal of the Holdings Collateral Agent, the Depositary Agent and the Depositary Bank |  | 22  
|SECTION 21. |  | Representations and Warranties                                                                        |  | 23  
|SECTION 22. |  | Additional Secured Parties; Agreement for Benefit of Parties Hereto                                   |  | 24  
|SECTION 23. |  | Severability                                                                                          |  | 24  
|SECTION 24. |  | Notices                                                                                               |  | 24  
|SECTION 25. |  | Successors and Assigns                                                                                |  | 27  
|SECTION 26. |  | Counterparts                                                                                          |  | 27  
|SECTION 27. |  | Governing Law                                                                                         |  | 27  
|SECTION 28. |  | Consent to Jurisdiction                                                                               |  | 27  
|SECTION 29. |  | Waiver of Jury Trial                                                                                  |  | 28  
|SECTION 30. |  | No Impairments of Other Rights                                                                        |  | 28  
|SECTION 31. |  | Amendment; Waiver                                                                                     |  | 28  
|SECTION 32. |  | Headings                                                                                              |  | 28  
|SECTION 33. |  | Termination                                                                                           |  | 28  
|SECTION 34. |  | Entire Agreement                                                                                      |  | 29  
|SECTION 35. |  | Execution in Lieu of Agent                                                                            |  | 29  
|SECTION 36. |  | Conflicts With Other Financing Documents                                                              |  | 29  
|SECTION 37. |  | No Third-Party Beneficiaries                                                                          |  | 29  
|SECTION 38. |  | Concerning each Owner Trustee                                                                         |  | 29  
|SECTION 39. |  | Liability of Funding LLC                                                                              |  | 29  

SCHEDULE
ICashflow Recapture Fund Account Number
SCHEDULE IICashflow Recapture Grid

APPENDIX
ADefinitions

EXHIBIT
AForm of Designation Letter
EXHIBIT BForm of MGE Pledge Agreement
EXHIBIT CForm of Holdings Pledge Agreement
EXHIBIT DForm of EMOC Pledge Agreement
EXHIBIT EForm of EMOC Loan Documents

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INTERCREDITOR AGREEMENT

This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this "Intercreditor Agreement") dated as of
December 15, 1999 among: (i) MIDWEST GENERATION EME LLC, a Delaware limited liability company (together with its successors and assigns,
"MGE"); (ii) EDISON MISSION MIDWEST HOLDINGS CO., a Delaware corporation (together with its successors and assigns,
"Holdings"); (iii) EDISON MISSION OVERSEAS CO., a Delaware limited liability company (together with its successors and assigns,
"EMOC"); (iv) MIDWEST GENERATION, LLC, a Delaware limited liability company (together with its successors and assigns,
"Midwest"); (v) COLLINS HOLDINGS EME, LLC, a Delaware limited liability company (together with its successors and assigns,
"Collins Holdings"); (vi) COLLINS TRUST I, a Delaware business trust (together with its successor and assigns, "Owner
Lessor I"); (vii) COLLINS TRUST II, a Delaware business trust (together with its successor and assigns, "Owner Lessor
II"); (viii) COLLINS TRUST III, a Delaware business trust (together with its successor and assigns, "Owner Lessor III");
(ix) COLLINS TRUST IV, a Delaware business trust (together with its successor and assigns, "Owner Lessor IV", and, together with Owner Lessor I,
Owner Lessor II and Owner Lessor III, the "Owner Lessors"); (x) MIDWEST FUNDING LLC, a Delaware limited liability company (together with its
successors and assigns, "Funding LLC"); (xi) Citibank, N.A., a national banking association, as the holder representative under the Lessor Loan
Agreement with Owner Lessor I referred to below (together with its successors and assigns in such capacity, the "Trust I Holder Representative"), acting
in such capacity for and on behalf of Holders under the Lessor Loan Agreement with Owner Lessor I (the "Trust I Holders"); (xii) Citibank, N.A.,
a national banking association, as the holder representative under the Lessor Loan Agreement with Owner Lessor II referred to below (together with its successors and assigns in such capacity, the
"Trust II Holder Representative"), acting in such capacity for and on behalf of Holders under the Lessor Loan Agreement with Owner Lessor II (the
"Trust II Holders"); (xiii) Citibank, N.A., a national banking association, as the holder representative under the Lessor Loan Agreement with
Owner Lessor III referred to below (together with its successors and assigns in such capacity, the "Trust III Holder Representative"), acting in such
capacity for and on behalf of Holders under the Lessor Loan Agreement with Owner Lessor III (the "Trust III Holders"); (xiv) Citibank, N.A., a
national banking association, as the holder representative under the Lessor Loan Agreement with Owner Lessor IV referred to below (together with its successors and assigns in such capacity, the
"Trust IV Holder Representative", and together with the Trust I Holder Representative, the Trust II Holder Representative and the Trust III Holder
Representative, the "Holder Representatives"), acting in such capacity for and on behalf of Holders under the Lessor Loan Agreement with Owner Lessor IV
(the "Trust IV Holders", and together with the Trust I Holders, the Trust II Holders and the Trust III Holders, the
"Holders"); (xv) The Chase Manhattan Bank, a banking institution organized under the laws of the State of New York, as the administrative agent
under the Holdings Credit Agreement referred to below (together with its successors and assigns in such capacity, the "Holdings Administrative Agent"),
acting in such capacity for and on behalf of the Lenders referred to in the Holdings Credit Agreement (the "Holdings Lenders"); (xvi) any
trustees or agents under any Permitted Secured Indebtedness Documents, acting in such capacity for and on behalf of the holders of the indebtedness or obligations evidenced by Permitted Secured
Indebtedness Documents (together with their respective successors and assigns in such capacity, the "Other Representatives"); (xvii) Bayerische
Landesbank International, S.A., a banking institution organized under the laws of Luxembourg, as the Midwest LC Issuer hereunder (together with its successors and assigns in such capacity, the
"Midwest LC Issuer"); (xviii) Citibank, N.A., a national banking association, as depositary agent hereunder (together with its
successors and assigns in such capacity, the "Depositary Agent"); (xix) Citibank, N.A., a national banking association, as the depositary bank
hereunder (together with its successors and assigns in such capacity, the "Depositary Bank"); and (xx) Citibank, N.A., a national banking
association, as the collateral agent appointed hereunder for the Secured Parties (together with its successors and assigns in such capacity, the "Holdings Collateral
Agent").

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W I T N E S S E T H:

WHEREAS, Midwest intends to acquire certain electric generation facilities and other related assets associated therewith and ancillary thereto located in the
State of Illinois (collectively, the "ComEd Assets") pursuant to the Asset Sale Agreement dated as of March 22, 1999 (as from time to time
amended, supplemented, amended and restated, or otherwise modified and in effect from time to time, the "Asset Sale Agreement") with Commonwealth Edison
Company, as seller, and Edison Mission Energy, as purchaser;

WHEREAS,
Midwest intends to finance the acquisition of certain of the ComEd Assets pursuant to the Asset Sale Agreement with the proceeds of (i) equity contributions from Holdings
to Midwest in the amount of $650,000,000 and (ii) intercompany loans from EMOC to Midwest in the aggregate principal amount of $3,679,000,000 funded by EMOC from equity contributions received
by EMOC from Holdings in a like amount;

WHEREAS,
Holdings intends to finance its equity contributions to Midwest and EMOC from the proceeds of (i) the Tranche A Loans and the Tranche B Loans under the Holdings Credit
Agreement and (ii) an equity contribution from Edison Mission Energy indirectly through MGE in the amount of $2,650,000,000;

WHEREAS,
Midwest intends to finance indirectly the acquisition of the Collins Facility under the Asset Sale Agreement through the lease financings under which each Owner Lessor shall
acquire from ComEd an undivided interest in the Collins Facility and certain related assets as further described in the Facility Lease of such Owner Lessor (as to each such Facility Lease, the
"Leased Assets") for the Applicable Purchase Price and lease the Leased Assets to Collins Holdings under the Facility Lease of such Owner Lessor and
Collins Holdings shall sublease the Leased Assets subject to each such Facility Lease to Midwest under a Facility Sublease;

WHEREAS,
each Owner Lessor shall finance its Applicable Purchase Price through the Applicable Equity Investment provided by its respective Owner Participant and the purchase by Funding
LLC of Lessor Notes issued by such Owner Lessor pursuant to the Lessor Loan Agreement of such Owner Lessor;

WHEREAS,
each Lessor Note is secured by the Lessor Collateral of such Owner Lessor including, without limitation, all right, title and interest of such Owner Lessor in, to and under, the
Lease Obligations Guarantee with respect to the Facility Lease of such Owner Lessor and the related Facility Sublease;

WHEREAS,
Funding LLC shall procure funding for its purchase of the Initial Lessor Notes to be purchased by it under the Lessor Loan Agreements through administered commercial paper
conduit companies supported by one or more credit facilities from banks and other financial institution;

WHEREAS,
Holdings intends to finance certain working capital requirements of the respective businesses of Holdings and its Subsidiaries (including, without limitation, Midwest) through
the Tranche C Loans under the Holdings Credit Agreement;

WHEREAS,
Holdings may in the future incur Permitted Secured Indebtedness, as permitted under the Holdings Credit Agreement and the other Financing Documents;

WHEREAS,
certain of the parties hereto have entered into the Holdings Credit Agreement dated as of December 15, 1999 among Holdings, the Holdings Lenders and the Holdings
Administrative Agent (as from time to time amended, supplemented, amended and restated, or otherwise modified and in effect from time to time, the "Holdings Credit
Agreement");

WHEREAS,
with respect to each Facility Lease and each Facility Sublease, certain of the parties hereto have entered into a Lease Obligations Guarantee;

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WHEREAS,
Midwest and the Midwest LC Issuer have entered into the Midwest Reimbursement Agreements;

WHEREAS,
Holdings has entered into a Letter of Credit Guarantee with respect to each Midwest Reimbursement Agreement and the related Midwest Letters of Credit;

WHEREAS,
the obligations of Holdings under the Holdings Credit Agreement, the obligations of Holdings under each Lease Obligations Guarantee, the obligations of Holdings under the Letter
of Credit Guarantee and the obligations of Holdings under the Permitted Secured Indebtedness Documents (in each case together with other related obligations constituting Secured Obligations) are
intended to be secured by the Holdings Collateral;

WHEREAS,
the parties hereto desire to enter into this Intercreditor Agreement to set forth their mutual understanding with respect to (i) the exercise of certain rights, remedies
and options by the respective parties hereto under the Financing Documents and the Security Documents, (ii) the priority of their respective Liens and Security Interests created by the Security
Documents, (iii) the appointment of, and the rights and obligations of, the Holdings Collateral Agent and (iv) the appointment of the Depositary Agent and Depositary Bank to hold and
administer the proceeds of certain revenues of the Obligors.

NOW,
THEREFORE, for and in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows:

SECTION
1.Definitions.Capitalized terms not otherwise defined herein shall have the meanings set forth in, and
the interpretations applicable thereto under, Annex A hereto.

SECTION
2.Priority of Security Interests.Each of the Secured Parties hereby acknowledges and agrees that until
the Intercreditor Agreement Termination Date:



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SECTION
3.Exercise of Rights.Each of the Secured Parties hereby acknowledges and agrees that until the
Intercreditor Agreement Termination Date:



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5

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SECTION
4.Certain Actions.Until the Intercreditor Agreement Termination Date, the following provisions shall
apply:



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SECTION
5.Establishment of the Cashflow Recapture Fund; and Lien and Security Interest; Etc.(a) The
Depositary Bank hereby confirms that it has established at its office in New York, New York listed in Section 24 hereof a securities account entitled the "Cashflow Recapture Fund", which
Cashflow Recapture Fund shall be maintained by the Depositary Bank until the Intercreditor Agreement Termination Date. The account number of the Cashflow Recapture Fund established hereunder is set
forth on Schedule I hereto. The Cashflow Recapture Fund shall not be evidenced by passbooks or similar writings.

(b)  All
amounts from time to time held in the Cashflow Recapture Fund shall be maintained (A) in the name of Holdings subject to the lien and security interest of the
Depositary Agent for the benefit of the Cashflow Recapture Secured Parties as set forth herein and (B) in the custody of the Depositary Bank for and on behalf of the Depositary Agent for the
benefit of the Cashflow Recapture Secured Parties for the purposes and on the terms set forth in this Intercreditor Agreement. All such amounts shall constitute a part of the Cashflow Recapture
Collateral and shall not constitute payment of any Indebtedness or any other obligation of Holdings until applied as hereinafter provided.

(c)  As
collateral security for the prompt payment in full when due of the Secured Obligations owed to the Cashflow Recapture Secured Parties, Holdings hereby pledges,
assigns, hypothecates and transfers to the Depositary Agent for the benefit of the Cashflow Recapture Secured Parties, and hereby grants to the Depositary Agent for the benefit of the Cashflow
Recapture Secured Parties, a Lien on and Security Interest in and to, (i) the Cashflow Recapture Fund and any successor account thereto and (ii) all cash, investments, investment
property, securities or other property at any time on deposit in or credited to the Cashflow Recapture Fund, including all income or gain earned thereon and any proceeds thereof (the
"Cashflow Recapture Collateral").

(d)  No
Cashflow Recapture Secured Party shall have any right to (i) sell, exchange, release or otherwise deal with any property at any time constituting Cashflow
Recapture Collateral or (ii) take any other action with respect to the Cashflow Recapture Collateral other than to direct the Depositary Agent to take action in accordance with
Section 5, 7, 8, 10 or 12 hereof.

(e)  If
an Intercreditor Agreement Event of Default shall have occurred and be continuing, the Holdings Administrative Agent or any Holder Representative, may give the
Depositary Agent a written notice thereof and whereupon the Depositary Agent shall direct the Depositary Bank to render an accounting of the current balance of the Cashflow Recapture Fund (and each
sub-fund (if any)) and of any other monies of the Obligors administered by such Depositary Bank which accounting shall be delivered by the Depositary Bank to the Depositary Agent, the
Holdings Administrative Agent, each Owner Lessor and each Holder Representative.

(f)    Upon
the written request of the Depositary Agent, each Secured Party Representative representing any Cashflow Recapture Secured Party shall give the Depositary Agent
written notice of the outstanding Secured Obligations owed to the Cashflow Recapture Secured Parties represented by such Secured Party Representative under the Financing Documents or the Security
Documents and any other information that the Depositary Agent may reasonably request that is reasonably available to such Secured Party Representative. If an Intercreditor Agreement Event of Default
shall have occurred and be continuing, the Depositary Agent (acting on the instruction of the Required Creditors) may deliver written notice to the Depositary Bank to distribute monies then held in
the Cashflow Recapture Fund to the Cashflow Recapture Secured Parties and, thereupon, the Depositary Bank shall distribute to each Cashflow Recapture Secured Party an amount equal to the amounts due
and payable in respect of the Secured Indebtedness held by such Cashflow Recapture Secured Parties as of the date of such

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distribution and, in case such proceeds shall be insufficient to pay in full such Secured Indebtedness, then to the payment thereof ratably in proportion to the unpaid amounts thereof on the relevant
date.

SECTION
6.Deposits into the Cashflow Recapture Fund.(a) During the period from (and including) the
Effective Date through (but not including) the Cashflow Recapture Termination Date, Holdings hereby agrees irrevocably to remit directly to the Depositary Agent for deposit into the Cashflow Recapture
Fund the amounts set forth below:



(b)  Promptly
after obtaining knowledge that Holdings will be required to make a payment to the Depositary Agent for deposit into the Cashflow Recapture Fund, Holdings shall
notify the Holdings Administrative Agent, each Holder Representative, the Depositary Agent and the Depositary Bank in
writing that the Depositary Agent will be receiving such specified funds and the approximate date of such deposit.

SECTION
7.Payments from the Cashflow Recapture Fund.Upon receipt by the Depositary Agent of a Holdings
Administrative Agent Certificate or a Holder Representative Certificate to the effect that a Debt Rating has fallen to Level 4 of the Cashflow Recapture Grid, the Depositary Agent shall, promptly upon
receipt of such written notice and on each Quarterly Date thereafter until such time that the Depositary Agent shall receive a Holdings Administrative Agent Certificate and a Holder Representative
Certificate from each Holder Representative to the effect that each Debt Rating is above Level 4 of the Cashflow Recapture Grid, withdraw from the Cashflow Recapture Fund and remit to the Holdings
Administrative Agent an amount equal to the lesser of (a) the aggregate principal amount of Holdings Loans then outstanding (as specified by the Holdings Administrative Agent pursuant to a
Senior Creditor Certificate) and (b) all funds in the Cashflow Recapture Fund (after giving effect to any deposits made on such date) for the prepayment of the Holdings Loans in accordance with
Section 3.1.2(d) of the Holdings Credit Agreement. Any funds remaining on deposit in the Cashflow Recapture Fund after the withdrawal and remittance contemplated by the immediately preceding
sentence shall be held as Cashflow Recapture Collateral for the Secured Obligations owing to the Cashflow Recapture Secured Parties in accordance with this Intercreditor Agreement. Notwithstanding the
foregoing, upon receipt by the Depositary Agent (with a copy to the Holdings Administrative Agent and each Holder Representative) of an Obligor Certificate from Holdings not less than two Business
Days prior to the payment date therefor stating that (i) Fixed Charges are due and payable or will become due and payable within the next two Business Days and specifying the amount thereof and
the payment date therefor and (ii) no other funds are available to Holdings for the payment of such Fixed Charges, the Depositary Agent shall withdraw from the Cashflow Recapture Fund and remit
to Holdings the amount so specified in such Obligor Certificate.

SECTION
8.Release of Funds from Cashflow Recapture Fund.If on any Quarterly Payment Date all Debt Ratings fall
into Level 1 of the Cashflow Recapture Grid, upon receipt by the Depositary Agent (with a copy to the Holdings Administrative Agent, each Owner Lessor and each Holder Representative) of an Obligor
Certificate from Holdings confirming such Debt Rating and attaching thereto copies of ratings letters from each of Moody's and S&P confirming such Debt Ratings, the funds on deposit in the Cashflow
Recapture Fund shall, subject to each of Section 8.2.7 of the Holdings

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Credit Agreement and Section 8.12 of each Applicable Participation Agreement, be released to Holdings in accordance therewith.

SECTION
9.Cash Equivalent Investments.The Depositary Agent shall invest any balance in the Cashflow Recapture
Fund from time to time in Cash Equivalent Investments as directed in writing by Holdings, which Cash Equivalent Investments and all earnings on such Cash Equivalent Investments shall be held in the
Cashflow Recapture Fund and be a part thereof. Amounts shall remain invested unless so requested in writing by Holdings. Any loss or gain incurred from Cash Equivalent Investments shall be charged or
credited, as applicable, to the Cashflow Recapture Fund. Except to the extent that any loss described above is attributable to the gross negligence or willful misconduct of the Depositary Agent, the
Depositary Agent shall not be liable for any such loss.

SECTION
10.Disposition of Funds Upon the Cashflow Recapture Termination Date.In the event that the Depositary
Agent shall have received a Holdings Administrative Agent Certificate (a) stating that (i) all Secured Obligations owing to the Secured Parties represented by the Holdings Administrative
Agent, other than contingent liabilities and obligations which are unasserted at such date, have been paid and satisfied in full (or legally defeased in full expressly in accordance with the terms and
conditions of the related Financing Documents) and (ii) all Financing Commitments of such Secured Parties have terminated and (b) authorizing such payment from the Cashflow Recapture
Fund, all amounts remaining in the Cashflow Recapture Fund established pursuant to Section 5 hereof shall be released to Holdings. The Holdings Administrative Agent hereby agrees to deliver to
the Depositary Agent a Holdings Administrative Agent Certificate to the effect set forth in clauses (i) and (ii) of the immediately preceding sentence promptly upon the satisfaction in
full of such Secured Obligations and the termination of such Financing Commitments, in each case, owing to or provided by the Secured Parties represented by it.

SECTION
11.Possession of the Cashflow Recapture Fund.The Cashflow Recapture Fund shall at all times be in the
exclusive possession of the Depositary Bank acting for and on behalf of the Depositary Agent acting for and on behalf of the Cashflow Recapture Secured Parties.

SECTION
12.The Depositary Bank; Limited Rights of Holdings.(a) The Depositary Bank.



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(b)Limited Rights of Holdings.Holdings shall not have any rights against or to monies held in the Cashflow
Recapture Fund, as third party beneficiary or otherwise, or any right to direct the Depositary Bank or the Depositary Agent to apply or transfer monies in the Cashflow Recapture Fund, except the right
to receive or make requisitions of monies held in the Cashflow Recapture Fund, as expressly provided in this Intercreditor Agreement, and to direct the investment of monies held in the Cashflow
Recapture Fund as expressly provided in Section 9 hereof. Except as expressly provided in this Intercreditor Agreement, in no event shall any amounts or Cash Equivalent Investments deposited in
or credited to the Cashflow Recapture Fund be registered in the name of Holdings, payable to the order of Holdings or specially indorsed to Holdings except to the extent that the foregoing have been
specially indorsed to the Depositary Agent or in blank.

SECTION
13.Certain Remedial Actions.Until the Intercreditor Agreement Termination Date, the following
provisions shall apply:



SECTION
14.Receipt of Money or Proceeds.The Holdings Collateral Agent, the other Secured Parties and the
Depository Agent hereby agree that if, at any time during the term of this Intercreditor Agreement, any Secured Party receives any payment or distribution of assets of any Obligor of any kind or
character (other than the proceeds of collateral (other than Holdings Collateral) the benefits of which such Secured Party is entitled to receive in accordance with this Intercreditor Agreement and
the other Financing Documents to which such Secured Party is a party, which, in each case shall be received, retained and applied by the Person entitled thereto), whether monies or cash proceeds
resulting from liquidation of the Holdings Collateral, other than in accordance with the terms of this
Intercreditor Agreement, such Secured Party shall hold such payment or distribution in trust for the benefit of all of the Secured Parties and shall immediately remit such payment or distribution to
the Holdings Collateral Agent and the Holdings Collateral Agent shall hold such monies or proceeds for application or distribution or apply or distribute such monies or proceeds, as the case may be,
as directed by the Required Creditors in accordance with the terms of this Intercreditor Agreement.

SECTION
15.Actions of the Holdings Collateral Agent.(a) Upon the occurrence and during the continuance
of any Intercreditor Agreement Event of Default, upon the written direction of the Required Creditors:



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(b)  Each
Obligor recognizes that, pursuant to certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Holdings
Collateral Agent may be compelled, with respect to any sale of all or any part of the Holdings Collateral, to limit purchasers to those who will agree, among other things, to acquire the Holdings
Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor acknowledges that the determination as to whether to impose any such
limitations shall be made by the Holdings Collateral Agent in its sole discretion, for which it may not be held liable or accountable, and any such private sales may be at prices and on terms less
favorable to the Holdings Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner and that the Holdings Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any
Holdings Collateral for the period of time necessary to permit the Obligors or issuer thereof to register it for public sale.

SECTION
16.Application of Proceeds.Upon the receipt by the Holdings Collateral Agent of any written direction
from the Required Creditors that results in the sale, disposition or other realization, collection or recovery of the Holdings Collateral (or any portion thereof), the Holdings Collateral Agent shall
distribute the proceeds of any such sale, disposition or other realization,

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collection or recovery of the Holdings Collateral (or any portion thereof) by the Holdings Collateral Agent pursuant to the Security Documents, in the following order of priorities:



As
used in this Section 16, the "proceeds" of Holdings Collateral means cash, securities and other property realized in respect of, and distributions in kind of, the Holdings Collateral,
including any thereof received under any reorganization, liquidation or adjustment of debt of Holdings or any issuer of or obligor on any of the Holdings Collateral.

SECTION
17.Appointment and Duties of Holdings Collateral Agent, Depositary Agent and Depositary
Bank.(a) Each of the Secured Parties hereby designates and appoints Citibank, N.A. to act as the Holdings Collateral Agent under the other Security
Documents and this Intercreditor Agreement, and each of the Secured Parties hereby acknowledges such appointment and the rights and powers of the Holdings Collateral Agent under this Intercreditor
Agreement and such Security Documents. The Holdings Collateral Agent may take such actions on its behalf under the provisions of such Security Documents and this Intercreditor Agreement and may
exercise such powers and perform such duties as are expressly delegated to the Holdings Collateral Agent by the terms of such other Security Documents and this Intercreditor Agreement or which duties
have been instructed or directed in writing, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in such other Security
Documents and this Intercreditor Agreement, the Holdings Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in such other Security Documents and this
Intercreditor Agreement, nor shall the Holdings Collateral Agent have any fiduciary relationship with any Secured Party, and no implied covenants, functions or responsibilities shall be read into such
other Security Documents, this Intercreditor Agreement or otherwise exist against the Holdings Collateral Agent. The Holdings Collateral Agent shall not be responsible or liable for any action taken,
suffered or omitted to be taken by it in good faith hereunder or under any such other Security Document, or in connection herewith or therewith, or in connection with the Holdings Collateral, unless
caused by its gross negligence or willful misconduct as determined by a court of competent jurisdiction. The Holdings Collateral Agent shall send all notices, reports and other documents received by
it pursuant to the Security Documents to each Secured Party Representative in accordance with the provisions of Section 24 hereof.

(b)  Each
of the Cashflow Recapture Secured Parties hereby irrevocably designate and appoint Citibank, N.A., as the Depositary Agent and the Depositary Bank under this
Intercreditor Agreement and each of the Cashflow Recapture Secured Parties hereby acknowledges such appointment and the rights and powers of the Depositary Agent and the Depositary Bank under this
Intercreditor Agreement. The Depositary Bank hereby agrees to act as "securities intermediary" (within the meaning

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of Section 8-102(a)(14) of the UCC) with respect to the Cashflow Recapture Fund. Holdings hereby acknowledges that the Depositary Bank shall act as securities intermediary with
respect to the Cashflow Recapture Fund pursuant to this Intercreditor Agreement. The Depositary Bank shall not have duties or responsibilities except those expressly set forth in this Intercreditor
Agreement.

(c)  Notwithstanding
anything to the contrary in this Intercreditor Agreement, or any other Security Document, except as provided in Section 10 hereof, the Holdings
Collateral Agent shall not, prior to the Intercreditor Agreement Termination Date, release or consent to the release of any Holdings Collateral unless it has (A) provided each Secured Party
Representative with at least 30 days prior written notice of such proposed release or consent to release of such Holdings Collateral and (B) received written instructions to do so from
the Required Creditors;provided,however, that the Holdings Collateral Agent shall, without the notice
referred to above, release or consent to the release of any such Holdings Collateral that is to be sold or otherwise disposed of in accordance with the Financing Documents of each Secured Party if the
Holdings Collateral Agent shall have received from Holdings an Obligor Certificate (with a copy to the Holdings Administrative Agent and each Holder Representative) to the effect that (i) such
release is required to effect such sale or other disposition and (ii) such sale or other disposition is expressly permitted under such Financing Documents and specifying in reasonable detail
the provision or provisions under such Financing Documents pursuant to which such sale or other disposition is expressly permitted.

SECTION
18.Rights of Holdings Collateral Agent and Depositary Agent.(a) In the administration of its
duties hereunder and under the Financing Documents and Security Documents to which it is a party, the Holdings Collateral Agent may perform such duties directly or through agents or attorneys and may
consult with counsel, accountants and other relevant experts to be selected with due care and employed by it, and the Holdings Collateral Agent shall not be responsible or liable for any action taken,
suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other relevant experts (which shall be complete authorization and protection to the
Holdings Collateral Agent) and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Intercreditor Agreement or any Financing Document or
Security Document and shall not be responsible or liable for any act or omission on the part of any agent or attorney appointed with due care by it hereunder.

(b)  Neither
the Holdings Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall (i) be
responsible or liable for any action lawfully taken, suffered or omitted to be taken by it under or in connection with any other Security Document or this Intercreditor Agreement (except for its gross
negligence or willful misconduct as determined by a court of competent jurisdiction) or (ii) be responsible or liable in any manner to any of the Secured Parties for any recitals, statements,
representations or warranties made by any Obligor or any other Person or any representative of any thereof contained in any Financing Document or Security Document to which it is a party or in any
certificate, report, statement or other document referred to or provided for in, or received by the Holdings Collateral Agent under or in connection with, any such Financing Document or any such
Security Document or for the accuracy, value, validity, effectiveness, genuineness, enforceability or sufficiency of any such Financing Document or any such Security Document or for any failure of the
Obligors to perform their respective obligations hereunder or thereunder. The Holdings Collateral Agent shall not be responsible for perfecting or continuing the perfection of any Security Interest or
Lien granted under any Security Document or for filing, re-filing, recording or re-recording any document, instrument or notice in any public office at any time or times. The
Holdings Collateral Agent shall not be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of,
any Security Document to which it is a party or this Intercreditor Agreement, or to inspect the properties, books or records of any Obligor.

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(c)  The
Holdings Collateral Agent shall be entitled to rely conclusively, and shall be fully authorized and protected in so relying, upon any note, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine
and correct and purported to have been signed, sent or made by the proper Person or Persons. In connection with any request of the Required Creditors or making any determinations under this
Intercreditor Agreement, the Holdings Collateral Agent shall be fully authorized and protected in relying on a certificate of any Person, purportedly signed by an Authorized Officer of such Person,
setting forth the Secured Indebtedness held by such Person as of the date of such certificate, which certificate shall state that the Person signing such certificate is an Authorized Officer of such
Person and shall state specifically the Security Document and provision thereof pursuant to which the Holdings Collateral Agent is being directed to act. The Holdings Collateral Agent shall be
entitled to rely conclusively, and shall be fully authorized and protected in so relying on such a certificate. In the absence of gross negligence or willful misconduct on its part, the Holdings
Collateral Agent may rely conclusively, as to the truth of the statements and the correctness of the advice or opinions expressed therein, upon certificates, advice or opinions furnished to the
Holdings Collateral Agent hereunder or under any other Security Document and conforming to the respective requirements hereof or thereof. The Holdings Collateral Agent shall be fully justified and
protected in failing or refusing to take any action under any Security Document or this Intercreditor Agreement (i) if such action would, in the opinion of the Holdings Collateral Agent (upon
consultation with counsel), be contrary to Requirements of Law or the terms of this Intercreditor Agreement or the other Security Documents, (ii) if such action is not specifically provided for
in such other Security Document or this Intercreditor Agreement, and it shall not have received such advice or concurrence of the Required Creditors, or (iii) if, in connection with the taking
of any such action that would constitute an exercise of remedies under such Security Document or this Intercreditor Agreement, it shall not first be indemnified to its satisfaction against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Holdings Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, under any Security Document or this Intercreditor Agreement in accordance with a request of the Required Creditors (except to the extent the consent of each Secured Party is
required under the Security Documents, in which case the Holdings Collateral Agent shall be fully protected in acting or refraining from acting in accordance with the direction of the Secured Parties)
and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties.

(d)  If,
with respect to a proposed action to be taken by it, the Holdings Collateral Agent shall determine in good faith that the provisions of any other Security Document
or this Intercreditor Agreement relating to the functions or responsibilities or powers of the Holdings Collateral Agent are or may be ambiguous or inconsistent, the Holdings Collateral Agent shall
notify the Secured Party Representatives, identifying the proposed action and the provisions that it considers are or may be ambiguous or inconsistent, and shall not perform such function or
responsibility or exercise such power unless it shall have received the written confirmation of each of the Secured Party Representatives that the Secured Parties represented by such Secured Party
Representative concur in the circumstances that the action proposed to be taken by the Holdings Collateral Agent is consistent with the terms of this Intercreditor Agreement or such Security Document
or is otherwise appropriate. The Holdings Collateral Agent shall be fully authorized and protected in acting or refraining from acting upon such confirmation received by it from each of the Secured
Party Representatives in this respect, and such
confirmation shall be binding upon such Secured Party Representative and the Holdings Collateral Agent. Each Secured Party may consult with counsel in determining the appropriateness of the proposed
action.

(e)  The
Holdings Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or of the
acceleration of the maturity of the Secured Indebtedness under this Intercreditor Agreement or any Secured Party's Financing

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Documents unless and until an Authorized Officer of the Holdings Collateral Agent has received a Senior Creditor Certificate from the relevant Secured Party Representative stating that an
Intercreditor Agreement Default has occurred under such Financing Documents or that such acceleration of maturity has occurred. The Holdings Collateral Agent shall have no obligation whatsoever either
prior to or after receiving such certificate to inquire whether an Intercreditor Agreement Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully
authorized and protected in so relying, on any such certificate so furnished to it. No provision of this Intercreditor Agreement or any other Security Document shall require the Holdings Collateral
Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any other Security Document or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. In the event that
the Holdings Collateral Agent receives such a certificate regarding the occurrence of any Intercreditor Agreement Event of Default, the Holdings Collateral Agent shall give notice thereof to the
Secured Parties. The Holdings Collateral Agent shall take such action with respect to such Intercreditor Agreement Event of Default as so requested by the Required Creditors pursuant to Sections 3, 4,
5 and 13 hereof.

(f)    Holdings
shall pay upon demand to the Holdings Collateral Agent the amount of any and all reasonable fees, costs and expenses (including disbursements), including the
reasonable fees and expenses of its counsel (and any local counsel) and of any accountants, experts and agents, which the Holdings Collateral Agent may incur in connection with (i) without
duplication of amounts payable in accordance with any fee letter with the Holdings Collateral Agent expressly with respect to the administration of this Intercreditor Agreement and the other Security
Documents, the preparation, execution, delivery and administration of this Intercreditor Agreement and the other Security Documents (including, any amendments hereto or thereto), (ii) the
custody or preservation of, or the sale of, collection from, or other realization upon, any of the Holdings Collateral, (iii) the exercise or enforcement (whether through negotiations, legal
proceedings or otherwise) of any of the rights or remedies of the Holdings Collateral Agent or the Secured Parties hereunder or under the other Security Documents or (iv) the failure by the
Obligors to perform or observe any of the provisions hereof or of any of the other Security Documents. Each Obligor agrees that the fees set forth in the Fee Letter dated December
[10], 1999 cover the services of the Holdings Collateral Agent assuming no Intercreditor Agreement Event of Default has occurred. At any time an Intercreditor Agreement Event
of Default has occurred and is continuing, the Holdings Collateral Agent shall be entitled to receive additional fees commensurate with the time spent by the Holdings Collateral Agent in connection
with its duties under the Security Documents. The Holdings Collateral Agent shall from time to time determine such fees and send Holdings notice thereof, and such fees shall be payable upon demand.
Holdings and the Holdings Collateral Agent may from time to time agree in writing to modify the fees payable to the Holdings Collateral Agent and no consent of any other Person shall be required in
order to so modify such fees.

(g)  Without
derogation of Midwest's obligations under Section 14.1 and Section 14.2 of the Participation Agreement, Holdings hereby indemnifies, exonerates and
holds the Holdings Administrative Agent, the Holdings Collateral Agent, Funding LLC, each Holder Representative, each Other Representative, the Depositary Agent, the Depositary Bank and each other
Secured Party and each of their respective affiliates, officers, directors and employees (collectively, the "Indemnified Parties") free and harmless
from and against any and all losses, costs, actions, causes of action, suits, judgments, rulings, fines, penalties, claims, demands, settlements, liabilities, damages and
out-of-pocket costs and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification
hereunder is sought), including reasonable attorneys' fees and disbursements but excluding claims for lost profits (collectively, the "Indemnified

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Liabilities"), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating
to:



(h)  Without
duplication of Holdings' obligations under clause (g) above, Holdings further agrees to pay upon demand, and to hold each of the Indemnified Parties
harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution, delivery or enforcement of this Intercreditor Agreement or any other Security Document.

(i)    Notwithstanding
anything to the contrary contained in this Intercreditor Agreement or any other Security Document, to the extent permitted by Requirements of Law, no
Indemnified Party shall have any liability to the Obligors or any of their Affiliates or any of their respective shareholders or creditors or any other Person under any theory of liability, for
special, indirect, consequential, incidental or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Intercreditor Agreement or any
agreement or instrument contemplated hereby regardless of whether any Indemnified Party has been advised of the likelihood of such loss.

(j)    In
the administration of its duties hereunder, the Depositary Agent may perform such duties directly or through agents or attorneys and may consult with counsel,
accountants and other relevant experts to be selected with due care and employed by it, and the Depositary Agent shall not be responsible or liable for any action taken, suffered or omitted in good
faith by it in accordance with the advice or opinion of any such counsel, accountants or other relevant experts (which shall be complete authorization and protection to the Depositary Agent) and
reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Intercreditor Agreement and shall not be responsible or liable for any act or omission
on the part of any agent or attorney appointed with due care by it hereunder.

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(k)  Neither
the Depositary Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall (i) be
responsible or liable for any action lawfully taken, suffered or omitted to be taken by it under or in connection with this Intercreditor Agreement (except for its gross negligence or willful
misconduct as determined by a court of competent jurisdiction) or (ii) be responsible or liable in any manner to any of the Cashflow Recapture Secured Parties for any recitals, statements,
representations or warranties made by any Obligor or any other Person or any representative of any thereof contained in this Intercreditor Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Depositary Agent under or in connection with, this Intercreditor Agreement or for the accuracy, value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or for any failure of the Obligors to perform their respective obligations hereunder. The Depositary Agent shall not be responsible for perfecting or
continuing the perfection of any Security Interest or Lien granted hereunder or for filing, re-filing, recording or re-recording any document, instrument or notice in any
public office at any time or times. The Depositary Agent shall not be under any obligation to any Cashflow Recapture Secured Party to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Intercreditor Agreement, or to inspect the properties, books or records of any Obligor.

(l)    The
Depositary Agent shall be entitled to rely conclusively, and shall be fully authorized and protected in so relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and purported to have been signed, sent
or made by the proper Person or Persons. In connection with any request of the Required Creditors or making any determinations under this Intercreditor Agreement, the Depositary Agent shall be fully
authorized and protected in relying on a certificate of any Person, purportedly signed by an Authorized Officer of such Person, setting forth the Secured Indebtedness held by such Person as of the
date of such certificate, which certificate shall state that the Person signing such certificate is an Authorized Officer of such Person and shall state specifically the provision of this
Intercreditor Agreement pursuant to which the Depositary Agent is being directed to act. The Depositary Agent shall be entitled to rely conclusively, and shall be fully authorized and protected in so
relying on such a certificate. In the absence of gross negligence or willful misconduct on its part, the Depositary Agent may rely conclusively, as to the truth of the statements and the correctness
of the advice or opinions expressed therein, upon certificates, advice or opinions furnished to the Depositary Agent hereunder and conforming to the requirements hereof. The Depositary Agent shall be
fully justified and protected in failing or refusing to take any action under this Intercreditor Agreement (i) if such action would, in the opinion of the Depositary Agent (upon consultation
with counsel), be contrary to Requirements of Law or the terms of this Intercreditor Agreement, (ii) if such action is not specifically provided for in this Intercreditor Agreement, and it
shall not have received such advice or concurrence of the Required Creditors, or (iii) if, in connection with the taking of any such action that would constitute an exercise of remedies under
this Intercreditor Agreement, it shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any
such action. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Intercreditor Agreement in accordance with a request of the Required
Creditors (except to the extent the consent of each Cashflow Recapture Secured Party is required hereunder, in which case the Depositary Agent shall be fully protected in acting or refraining from
acting in accordance with the direction of the Cashflow Recapture Secured Parties) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Cashflow
Recapture Secured Parties.

(m)  If,
with respect to a proposed action to be taken by it, the Depositary Agent shall determine in good faith that the provisions of this Intercreditor Agreement relating
to the functions or responsibilities or powers of the Depositary Agent are or may be ambiguous or inconsistent, the

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Depositary Agent shall notify the Secured Party Representatives representing the Cashflow Recapture Secured Parties, identifying the proposed action and the provisions that it considers are or may be
ambiguous or inconsistent, and shall not perform such function or responsibility or exercise such power unless it shall have received the written confirmation of each of the Secured Party
Representatives representing the Cashflow Recapture Secured Parties that such Cashflow Recapture Secured Parties represented by such Secured Party Representative concur in the circumstances that the
action proposed to be taken by the Depositary Agent is consistent with the terms of this Intercreditor Agreement or is otherwise appropriate. The Depositary Agent shall be fully authorized and
protected in acting or refraining from acting upon such confirmation received by it from each of the Secured Party Representatives representing the Cashflow Recapture Secured Parties in this respect,
and such confirmation shall be binding upon such Secured Party Representatives and the Depositary Agent. Each Cashflow Recapture Secured Party may consult with counsel in determining the
appropriateness of the proposed action.

(n)  The
Depositary Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or of the acceleration of
the maturity of the Secured Indebtedness under this Intercreditor Agreement or any Secured Party's Financing Documents unless and until an Authorized Officer of the Depositary Agent has received a
Senior Creditor Certificate from the relevant Secured Party Representative stating that an Intercreditor Agreement Default has occurred under such Financing Documents or that such acceleration of
maturity has occurred. The Depositary Agent shall have no obligation whatsoever either prior to or after receiving such certificate to inquire whether an Intercreditor Agreement Event of Default has
in fact occurred and shall be entitled to rely conclusively, and shall be fully authorized and protected in so relying, on any such certificate so furnished to it. No provision of this Intercreditor
Agreement shall require the Depositary Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(o)  Holdings
shall pay upon demand to the Depositary Agent the amount of any and all reasonable fees, costs and expenses (including disbursements), including the reasonable
fees and expenses of its counsel (and any local counsel) and of any accountants, experts and agents, which the Depositary Agent may incur in connection with (i) without duplication of amounts
payable in accordance with any fee letter with the Depositary Agent expressly with respect to the administration of the Cashflow Recapture Fund, the preparation, execution, delivery and administration
of this Intercreditor Agreement (including, any amendments hereto), (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Cashflow
Recapture Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights or remedies of the Depositary Agent or the Cashflow
Recapture Secured Parties hereunder or (iv) the failure by the Obligors to perform or observe any of the provisions hereof. Each Obligor agrees that the fees set forth in the Fee Letter dated
December [10], 1999 cover the services of the Depositary Agent assuming no Intercreditor Agreement Event of Default has occurred. At any time an Intercreditor Agreement Event
of Default has occurred and is continuing, the Depositary Agent shall be entitled to receive additional fees commensurate with the time spent by the Depositary Agent in connection with its duties
hereunder. The Depositary Agent shall from time to time determine such fees and send Holdings notice thereof, and such fees shall be payable upon demand. Holdings and the Depositary Agent may from
time to time agree in writing to modify the fees payable to the Depositary Agent and no consent of any other Person shall be required in order to so modify such fees.

SECTION
19.Lack of Reliance on the Holdings Collateral Agent.Each of the Secured Parties expressly
acknowledges that neither the Holdings Collateral Agent nor any of its officers, directors, employees, agents or attorneys has made any representations or warranties to it and that no act by the

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Holdings Collateral Agent hereinafter taken, including, without limitation, any review of the ComEd Assets or of the affairs of any Obligor, shall be deemed to constitute any representation or
warranty by the Holdings Collateral Agent to any Secured Party. Each Secured Party (other than the Holdings Administrative Agent, each Holder Representative, each Other Representative or any other
Secured Party that has no obligation to make appraisals, investigations or credit analyses under the Financing Documents to which it is a party) represents to the Holdings Collateral Agent that it
(i) has, independently and without reliance upon the Holdings Collateral Agent or any other Secured Party, and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property, financial and other condition and
creditworthiness of the ComEd Assets or any Obligor and (ii) has no obligation to make any such appraisals, investigations or credit analyses under the Financing Documents to which it is a
party and has not relied upon the Holdings Collateral Agent for any information, appraisal, investigation or credit analyses in entering into any Financing Document to which it is a party. Each
Secured Party also represents that (i) it will, independently and without reliance upon the Holdings Collateral Agent or any other Secured Party, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Intercreditor Agreement, and to make such
investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the ComEd Assets or any Obligor and (ii) it
will not rely upon the Holdings Collateral Agent to provide any investigation or analyses relating to the ComEd Assets or any Obligor. Except for notices, reports and other documents expressly
required to be furnished to the Secured Parties by the Holdings Collateral Agent hereunder or under any Financing Document to which it is a party, the Holdings Collateral Agent shall not have any duty
or responsibility to provide any Secured Party with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the ComEd Assets
or any Obligors which may come into the possession of the Holdings Collateral Agent or any of its officers, directors, employees, agents or attorneys-in-fact.

SECTION
20.Resignation or Removal of the Holdings Collateral Agent, the Depositary Agent and the Depositary
Bank.Any of the Holdings Collateral Agent, the Depositary Agent or the Depositary Bank may resign its appointment upon 30 days' notice to the Secured Party
Representatives and may be removed at any time with or without cause by the Required Creditors, with any such resignation or removal to become effective only upon the appointment of a successor
Holdings Collateral Agent, Depositary Agent or Depositary Bank under this Section 20 that (i) has an office in New York, New York, (ii) has capital, surplus and undivided profits
of at least $250,000,000 and (iii) is experienced in administering sophisticated financing transactions; provided, however, that if no successor Holdings Collateral Agent, Depositary Agent or
Depositary Bank shall have been so appointed within 30 days, the resigning Holdings Collateral Agent, Depositary Agent or Depositary Bank may, at the expense of Holdings, petition any court of
competent jurisdiction for the appointment of a new Holdings Collateral Agent, Depositary Agent or Depositary Bank. If the Holdings Collateral Agent, Depositary Agent or Depositary Bank shall resign
or be removed as Holdings Collateral Agent, Depositary Agent or Depositary Bank, as the case may be, by the Required Creditors then the Required Creditors shall (and if no such successor shall have
been appointed within 30 days of the Holdings Collateral Agent's, Depositary Agent's or Depositary Bank's resignation or removal, the resigning or removed Holdings Collateral Agent, Depositary
Agent or Depositary Bank, as the case may be, may) appoint a successor agent for the Secured Parties or Cashflow Recapture Secured Parties, as the case may be, that (i) has an office in New
York, New York, (ii) has capital, surplus and undivided profits of at least $250,000,000 and (iii) is experienced in administering sophisticated financing transactions, whereupon such
successor agent shall succeed to the rights, powers and duties of the "Holdings Collateral Agent", "Depositary Agent" or "Depositary Bank", and the term "Holdings Collateral Agent", "Depositary Agent"
or "Depositary Bank" means such successor agent effective upon its acceptance of appointment, and the former Holdings Collateral Agent's, Depositary Agent's or Depositary Bank's rights, powers and
duties

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as Holdings Collateral Agent, Depositary Agent or Depositary Bank shall be terminated, without any other or further act or deed on the part of such former Holdings Collateral Agent, Depositary Agent
or Depositary Bank (except that the resigning Holdings Collateral Agent shall deliver all Holdings Collateral then in its possession to the successor Holdings Collateral Agent and the resigning
Depositary Agent shall deliver all Cashflow Recapture Collateral then in its possession to the successor Depositary Agent) or any of the other Secured Parties or Cashflow Recapture Secured Parties, as
the case may be. Such former Holdings Collateral Agent, Depositary Agent or Depositary Bank shall give
notice of its resignation or removal to all parties to the Security Documents and Financing Documents to which it was a party. After any retiring Holdings Collateral Agent's, Depositary Agent's or
Depositary Bank's resignation or removal hereunder as Holdings Collateral Agent, Depositary Agent or Depositary Bank, the provisions of this Intercreditor Agreement shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Holdings Collateral Agent, Depositary Agent or Depositary Bank.

SECTION
21.Representations and Warranties.Each of the Secured Party Representatives (other than any Secured
Party Representative that has delivered an opinion or opinions of counsel referred to in the last sentence of this Section 21) hereby makes the following representations and warranties as of
the date hereof or as of any date such Secured Party Representative executes and delivers a counterpart of, and is designated as a Secured Party Representative pursuant to, a Designation Letter, with
respect to itself and for the benefit of the other Secured Parties:



In
lieu of making the foregoing representations and warranties, any Secured Party may deliver to the Holdings Collateral Agent on or before the date such representations and warranties are to be made
in accordance with this Section 21 an opinion or opinions of counsel addressed to the Holdings Collateral Agent and having substantially similar scope and subject to customary qualifications.

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SECTION 22.Additional Secured Parties; Agreement for Benefit of Parties Hereto.(a) Each of the
Obligors covenants and agrees to cause each Person (or its representative) holding Permitted Secured Indebtedness and granted a Lien on the Holdings Collateral pursuant to the Security Documents to
become a party to this Intercreditor Agreement by executing and delivering a letter (a "Designation Letter") substantially in the form of
Exhibit A hereto and the Secured Parties covenant and agree to cooperate in respect thereof. Any Person which executes and delivers a counterpart of, and is designated as a Secured Party
Representative pursuant to the terms of, a Designation Letter, shall become a party hereto, shall be bound by and subject to the terms and conditions hereof and the covenants, stipulations and
agreements contained herein.

(b)  Nothing
in this Intercreditor Agreement, express or implied, is intended or shall be construed to confer upon, or to give to, any Person other than the parties hereto
and their respective successors and assigns and Persons for whom the parties hereto are acting as agents or representatives, any right, remedy or claim under or by reason of this Intercreditor
Agreement or any covenant, condition or stipulation hereof; and the covenants, stipulations and agreements contained in this Intercreditor Agreement are and shall be for the sole and exclusive benefit
of the parties hereto and their respective successors and assigns and Persons for whom the parties hereto are acting as agents or representatives.

SECTION
23.Severability.In case any one or more of the provisions contained in this Intercreditor Agreement
shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

SECTION
24.Notices.All notices, demands, certificates or other communications hereunder shall be in writing
and shall be deemed sufficiently given or served for all purposes when delivered personally, or by private courier service, or, if followed and confirmed by mail or courier service notice, when
telecopied, in each case, with the proper address as indicated below or as set forth in any effective Designation Letter. Each party may, by written notice given to the other parties, designate any
other address or addresses to which notices, certificates or other communications to them shall be sent as contemplated by this Intercreditor Agreement. Notices shall be deemed to have been given if
and when received by an officer, manager or supervisor in the department of the addressee specified for attention (unless the addressee refuses to accept delivery, in which case they shall be deemed
to have been given when first presented to the addressee for acceptance);provided,however, that
notices to the Holdings Collateral Agent must be given to an Authorized Officer. Until otherwise so provided by the respective parties, and as otherwise provided in the relevant Designation Letter,
all notices, certificates and communications to each of them shall be addressed as follows:

MGE:

Midwest Generation EME LLC
One Financial Place
440 South LaSalle Street
Suite 3500
Chicago, IL 60605
Attention: Georgia R. Nelson
Telecopier No.: (312) 583-6111Holdings:

Edison Mission Midwest Holdings Co.
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92612
Attention: General Counsel
Telecopier No.: (949) 752-1420


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EMOC:

Edison Mission Overseas Co.
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92612
Attention: General Counsel
Telecopier No.: (949) 752-1420Midwest:

Midwest Generation, LLC
One Financial Place
440 South LaSalle Street
Suite 3500
Chicago, IL 60605
Attention: Georgia R. Nelson
Telecopier No.: (312) 581-6111Collins Holdings:

Collins Holdings EME, LLC
One Financial Place
440 South LaSalle Street
Suite 3500
Chicago, IL 60605
Attention: Georgia R. Nelson
Telecopier No.: (312) 583-6111Owner Lessor I:

Collins Trust I
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
Telecopier No.: (302) 651-8882Owner Lessor II:

Collins Trust II
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
Telecopier No.: (302) 651-8882Owner Lessor III:

Collins Trust III
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
Telecopier No.: (302) 651-8882Owner Lessor IV:

Collins Trust IV
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
Telecopier No.: (302) 651-8882


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Funding LLC:

Midwest Funding LLC
c/o Lord Securities Corporation
2 World Trade Center
7th Floor
New York, NY 10005
Attention: Dwight Jenkins
Telecopier No.: (212) 346-9012Trust I Holder Representative:

Citibank, N.A.
111 Wall Street
5th Floor, Zone 2
New York, NY 10005
Attention: Global Trust & Agency Services
Telecopier No.: (212) 657-3866Trust II Holder Representative:

Citibank, N.A.
111 Wall Street
5th Floor, Zone 2
New York, NY 10005
Attention: Global Trust & Agency Services
Telecopier No.: (212) 657-3866Trust III Holder Representative:

Citibank, N.A.
111 Wall Street
5th Floor, Zone 2
New York, NY 10005
Attention: Global Trust & Agency Services
Telecopier No.: (212) 657-3866Trust IV Holder Representative:

Citibank, N.A.
111 Wall Street
5th Floor, Zone 2
New York, NY 10005
Attention: Global Trust & Agency Services
Telecopier No.: (212) 657-3866Holdings Administrative Agent:

The Chase Manhattan Bank
One Chase Manhattan Plaza
Eighth Floor
New York, New York 10005
Attention: Michael Cerniglia
Telecopier No.: (212) 270-5777With a copy to:The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: Thomas Casey
Telecopier No.: (212) 270-3089


26

---

Midwest LC Issuer:

Bayerische Landesbank International, S.A.
560 Lexington Avenue
New York, NY 10022
Attention: Patricia Sanchez
Telecopier No.: (212) 310-9930Depositary Agent:

Citibank, N.A.
111 Wall Street
5th Floor, Zone 2
New York, NY 10005
Attention: Global Trust & Agency Services
Telecopier No.: (212) 657-3866Depositary Bank:

Citibank, N.A.
111 Wall Street
5th Floor, Zone 2
New York, NY 10005
Attention: Global Trust & Agency Services
Telecopier No.: (212) 657-3866Holdings Collateral Agent:

Citibank, N.A.
111 Wall Street
5th Floor, Zone 2
New York, NY 10005
Attention: Global Trust & Agency Services
Telecopier No.: (212) 657-3866


SECTION
25.Successors and Assigns.Whenever in this Intercreditor Agreement any of the parties hereto is named
or referred to, the successors and assigns of such party shall be deemed to be included and all covenants, promises and agreements in this Intercreditor Agreement by or on behalf of the respective
parties hereto shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.

SECTION
26.Counterparts.This Intercreditor Agreement may be executed in any number of counterparts, each
executed counterpart constituting an original but all counterparts together constituting only one instrument.

SECTION
27.Governing Law.THIS INTERCREDITOR AGREEMENT AND THE CASHFLOW RECAPTURE FUND (AS WELL AS ALL
SECURITIES ENTITLEMENTS RELATED THERETO) SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK) THAT MIGHT CAUSE THIS INTERCREDITOR AGREEMENT TO BE GOVERNED BY OR CONSTRUED OR ENFORCED IN ACCORDANCE WITH THE LAWS
OF ANY OTHER JURISDICTION. REGARDLESS OF ANY PROVISION IN ANY OTHER AGREEMENT, FOR PURPOSES OF THE UCC, THE "SECURITIES INTERMEDIARY'S JURISDICTION" OF THE DEPOSITARY BANK WITH RESPECT TO THE CASHFLOW
RECAPTURE FUND IS THE STATE OF NEW YORK.

SECTION
28.Consent to Jurisdiction.ALL LEGAL ACTIONS OR PROCEEDINGS BROUGHT AGAINST ANY OBLIGOR WITH RESPECT
TO THIS INTERCREDITOR AGREEMENT, ANY OTHER SECURITY AGREEMENT OR ANY OTHER FINANCING DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE BOROUGH OF MANHATTAN IN THE
STATE OF NEW YORK, AND

27

---

BY EXECUTION AND DELIVERY OF THIS INTERCREDITOR AGREEMENT EACH OBLIGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, THE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS INTERCREDITOR AGREEMENT. EACH OBLIGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED
ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. EACH OBLIGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY COMPLAINT, SUMMONS, NOTICE OR
OTHER PROCESS RELATING TO ANY LEGAL ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL TO THE ADDRESS
SET FORTH IN SECTION 24 HEREOF. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE SECURED PARTIES TO BRING PROCEEDINGS AGAINST EACH OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION OR TO SERVE PROCESS IN
ANY MANNER PERMITTED BY LAW.

SECTION
29.Waiver of Jury Trial.TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IT MAY HAVE IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH THIS INTERCREDITOR AGREEMENT OR ANY SECURITY
DOCUMENT.

SECTION
30.No Impairments of Other Rights.Except as expressly provided herein, nothing in this Intercreditor
Agreement is intended or shall be construed to impair, diminish or otherwise adversely affect any other rights the Holdings Collateral Agent or any Secured Party may have or may obtain against any
Obligor.

SECTION
31.Amendment; Waiver.(a) No amendment, waiver, modification, supplement, discharge or
termination of this Intercreditor Agreement shall be effective unless the same is agreed to in writing by the Secured Party Representatives (and any Obligor or any other party (including the Holdings
Collateral Agent) to the extent that its rights or obligations under this Intercreditor Agreement are adversely affected thereby); provided, however, if an amendment, waiver, modification or
supplement of this Intercreditor Agreement relates solely to a Secured Party and has no effect on any other Secured Party, the Holdings Collateral Agent shall, upon receipt of a certificate from such
Secured Party or its Secured Party Representative stating that such condition is met and directing the Holdings Collateral Agent to do so, enter into such amendment, waiver, modification or supplement
on its own behalf and on behalf of such Secured Party and its Secured Party Representative.

(b)  No
amendment, waiver, modification, supplement, discharge or termination of any Security Document (other than this Intercreditor Agreement) or any other Financing
Document to which the Holdings Collateral Agent is a party shall be effective unless the same is agreed to in writing by the Holdings Collateral Agent acting on the instruction of the Required
Creditors.

(c)  Any
such waiver shall be effective only in the specific instance and for the specific purpose for which given. No delay on the part of any Secured Party Representative
in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial waiver by such Secured Party Representative of any right, power or remedy preclude any
further exercise thereof, or the exercise of any other right, power or remedy.

SECTION
32.Headings.Headings herein are for convenience only and shall not be relied upon in interpreting or
enforcing this Intercreditor Agreement.

SECTION
33.Termination.This Intercreditor Agreement shall remain in full force and effect until the
Intercreditor Agreement Termination Date. Following the Intercreditor Agreement

28

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Termination Date, Sections 18(f) and 18(g) hereof shall continue in full force and effect. Upon the Debt Termination Date, the Holdings Collateral Agent shall promptly execute and deliver to the
Obligors such Uniform Commercial Code termination statements, certificates for terminating the Liens on the Holdings Collateral and such other documentation as shall be requested by the Obligors to
effect the termination and release of the Holdings Collateral.

SECTION
34.Entire Agreement.This Intercreditor Agreement, including the documents referred to herein, embodies
the entire agreement and understanding of the parties hereto and supersedes all prior agreements and understandings of the parties hereto relating to the subject matter herein contained.

SECTION
35.Execution in Lieu of Agent.To the extent that any of the Secured Parties are not represented by the
Holdings Administrative Agent, the Holder Representative or an Other Representative, such Secured Party shall be permitted to execute this Intercreditor Agreement and the Designation Letter on its own
behalf in lieu of any agent on its behalf.

SECTION
36.Conflicts With Other Financing Documents.Notwithstanding any other provision hereof, in the event
of any conflict between the terms of this Intercreditor Agreement and the Financing Documents or other Security Documents, the provisions of this Intercreditor Agreement shall control.

SECTION
37.No Third-Party Beneficiaries.THE AGREEMENTS OF THE PARTIES HERETO ARE SOLELY FOR THE BENEFIT OF THE
OBLIGORS, THE HOLDINGS COLLATERAL AGENT, THE SECURED PARTIES AND THE OTHER PARTIES HERETO, AND NO PERSON (OTHER THAN THE OBLIGORS, THE HOLDINGS COLLATERAL AGENT, THE SECURED PARTIES AND THE OTHER
PARTIES HERETO AND THEIR SUCCESSORS AND ASSIGNS PERMITTED HEREUNDER) SHALL HAVE ANY RIGHTS HEREUNDER.

SECTION
38.Concerning each Owner Trustee.Each Owner Trustee is executing this Intercreditor Agreement on
behalf of its respective Owner Lessor solely in its capacity as Owner Trustee under the Trust Agreement to which it is a party and not in its individual capacity (except as expressly stated herein)
and in no case shall any Trust Company (or any entity acting as Owner Trustee under any Trust Agreement) be personally liable for or on account of any of the statements, representations, warranties,
covenants or obligations stated to be those of the Owner Lessors or the Owner Trustees hereunder, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by,
through, or under such party;provided,however, that each Trust Company (or any such successor Owner
Trustee) shall be personally liable hereunder for its own gross negligence or willful misconduct or for its own breach of its covenants, representations and warranties contained herein, to the extent
covenanted or made in its individual capacity.

SECTION
39.Liability of Funding LLC.Except with respect to its gross negligence or willful misconduct, Funding
LLC shall have no liability hereunder based on the failure of performance or observance of any of the terms and conditions of this Agreement except to the extent that Midwest is required to indemnify
Funding LLC for such liability under Section 14.1 of the Participation Agreement or Holdings is required to indemnify Funding LLC for such liability under Section 18(g) of this
Intercreditor Agreement.

29

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IN WITNESS WHEREOF, the parties have caused this Intercreditor Agreement to be duly executed by their duly authorized officers as of the day and year first above written.

| |  | MIDWEST GENERATION EME LLC                                                                                   
| |  | -------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              
| |  | EDISON MISSION MIDWEST HOLDINGS CO.                                                                          
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              
| |  | EDISON MISSION OVERSEAS CO.                                                                                  
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              
| |  | MIDWEST GENERATION, LLC                                                                                      
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              
| |  | COLLINS HOLDINGS EME, LLC                                                                                    
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              
| |  | COLLINS TRUST I                                                                                              
| |  | By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee for Collins Trust I 
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              
| |  | COLLINS TRUST II                                                                                             
| |  | By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee for Collins Trust II
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              

---

| |  | COLLINS TRUST III                                                                                             
| |  | --------------------------------------------------------------------------------------------------------------
| |  | By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee for Collins Trust III
| |  | By:                                                                                                           
| |  |                                                                                                               
| |  |                                                                                                               
| |  | COLLINS TRUST IV                                                                                              
| |  | By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee for Collins Trust IV 
| |  | By:                                                                                                           
| |  |                                                                                                               
| |  |                                                                                                               
| |  | MIDWEST FUNDING LLC                                                                                           
| |  | By:                                                                                                           
| |  |                                                                                                               
| |  |                                                                                                               
| |  | CITIBANK, N.A.,
not in its individual capacity but solely as Trust I Holder Representative                    
| |  | By:                                                                                                           
| |  |                                                                                                               
| |  |                                                                                                               
| |  | CITIBANK, N.A.,
not in its individual capacity but solely as Trust II Holder Representative                   
| |  | By:                                                                                                           
| |  |                                                                                                               
| |  |                                                                                                               
| |  | CITIBANK, N.A.,
not in its individual capacity but solely as Trust III Holder Representative                  
| |  | By:                                                                                                           
| |  |                                                                                                               
| |  |                                                                                                               
| |  | CITIBANK, N.A.,
not in its individual capacity but solely as Trust IV Holder Representative                   
| |  | By:                                                                                                           
| |  |                                                                                                               
| |  |                                                                                                               

---

| |  | THE CHASE MANHATTAN BANK,
not in its individual capacity but solely as Holdings Administrative Agent
| |  | ----------------------------------------------------------------------------------------------------
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | BAYERISCHE LANDESBANK INTERNATIONAL, S.A., as Midwest LC Issuer                                     
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | CITIBANK, N.A.,
not in its individual capacity but solely as Depositary Agent                       
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | CITIBANK, N.A.,
not in its individual capacity but solely as Depositary Bank                        
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | CITIBANK, N.A.,
as Holdings Collateral Agent                                                        
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     

---

SCHEDULE I  to Intercreditor Agreement

CASHFLOW RECAPTURE FUND ACCOUNT NUMBER

TO BE PROVIDED BY CITIBANK AS HOLDINGS COLLATERAL AGENT

---

SCHEDULE II  to Intercreditor Agreement

EDISON MISSION MIDWEST HOLDINGS CO.
CASHFLOW RECAPTURE GRID*

|LEVEL 1
Debt Rating At Least:         |  | LEVEL 2
Any Debt Rating Less Than
Level 1 But At Least: |  | LEVEL 3
Any Debt Rating Less Than
Level 2 But At Least: |  | LEVEL 4
Any Debt Rating Lower
Than Level 3
|------------------------------------- |  | ------------------------------------------------------- |  | ------------------------------------------------------- |  | ------------------------------------------
|BBB- By S&PAndBaa3 By Moody's         |  | BB+ By S&PAndBa1 By Moody's                             |  | BB or lower By S&PAndBa2 or lower By Moody's            |  | B+ or lower By S&POrB1
or lower By Moody's
|Baa3 By Moody'sAndat least BB+ By S&P |  |                                                         |  | BB+ By S&PAndBa2 or lower By Moody's                    |  |                                           
|BBB- By S&PAndat least Ba1 By Moody's |  |                                                         |  | Ba1 By Moody'sAndBB or lower By S&P                     |  |                                           

---

---

ANNEX A  to Intercreditor Agreement

PRINCIPLES OF INTERPRETATION

(a)Use of Defined Terms.Unless otherwise defined or the context otherwise requires, terms for which meanings
are provided in this Intercreditor Agreement shall have such meanings when used in each notice and other communication delivered from time to time in connection with this Intercreditor Agreement. The
words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import.

(b)Cross-References.Unless otherwise specified, references in this Intercreditor Agreement to any Article,
Section, Annex, Exhibit or Schedule are references to such Article, Section, Annex, Exhibit or Schedule of or to this Intercreditor Agreement and, unless otherwise specified, references in any
Article, Section or definition to any clause or paragraph are references to such clause or paragraph of such Article, Section or definition. The terms
"herein", "hereof", "hereto",
"hereunder" and similar terms contained in this Intercreditor Agreement refer to this Intercreditor Agreement, as a whole and not to any particular
Section, paragraph or provision of this Intercreditor Agreement.

(c)Accounting and Financial Determinations.Unless otherwise specified, all accounting terms used herein or in
any other Financing Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder
or thereunder shall be prepared in accordance with, those generally accepted accounting principles in effect in the United States ("GAAP").

DEFINITIONS

The following terms (whether or not underscored) when used in this Intercreditor Agreement, including its preamble and recitals, shall, except where the context
otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):



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2

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3

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4

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5

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6

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7

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8

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9

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10

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11

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12

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13

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14

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EXHIBIT A  to Intercreditor Agreement

[FORM OF DESIGNATION LETTER]

| |  |  |  | [Date]
| |  |  |  | ------

CITIBANK,
N.A.
[ADDRESS]

Re:EDISON MISSION MIDWEST HOLDINGS CO.

Ladies
and Gentlemen:

Reference
is made to (i) the Collateral Agency and Intercreditor Agreement (the "Intercreditor Agreement") dated as of
December 15, 1999 among Midwest Generation EME LLC, Edison Mission Midwest Holdings Co., Edison Mission Overseas Co., Midwest Generation, LLC, Collins Holdings EME, LLC, each Owner Lessor
referred to therein, Midwest Funding LLC, the Holdings Administrative Agent referred to therein, each Holder Representative referred to therein, each Other Representative referred to therein, the
Midwest LC Issuer referred to therein, the Depositary Agent referred to therein, the Depositary Bank referred to therein and Citibank, N.A., as Holdings Collateral
Agent and (ii) [Describe New Credit Documents]. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Intercreditor Agreement.

The
undersigned is the [Bank/Lender][Agent/Trustee for the
[Banks][Lenders][Bondholders]] under the [New Credit Document].

The
undersigned is delivering this Designation Letter pursuant to Section 22 of the Intercreditor Agreement in order to permit the undersigned [and each
[Bank][Lender][Bondholder]] under the New Credit Documents to become a Secured Party under the Intercreditor
Agreement and the Security Documents and to benefit from the Holdings Collateral under the other Security Documents in accordance with the terms of the Intercreditor Agreement and the other Security
Documents.

Attached
hereto is (i) a copy of the certificate delivered by a authorized officer of [Holdings][Midwest] delivered in connection
with the [New Credit Document] and (ii) a copy of the Intercreditor Agreement.

The
undersigned [on behalf of itself and the [Banks] [Lenders] accedes to and agrees to be bound by all of the terms and
provisions of the Intercreditor Agreement and the Security Documents.

Our
address for notices is:

[Insert
information]

Our
wire transfer instructions are:

[Insert
Information]

This
Designation Letter may be executed in any number of counterparts, each executed counterpart constituting an original but all counterparts together constituting only one instrument.

THIS
DESIGNATION LETTER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK) THAT MIGHT CAUSE THIS

---

DESIGNATION LETTER TO BE GOVERNED BY OR CONSTRUED OR ENFORCED IN ACCORDANCE WITH THE LAWS OF ANY OTHER JURISDICTION.

| |  | [CREDITOR]
| |  | ----------
| |  |           
| |  | By:       
| |  |           
| |  |           
| |  |           

2

---

Acknowledged:

CITIBANK,
N.A., not in its individual capacity but solely as Holdings Collateral Agent

|By: |  |        |  |  |  | 
|--- |  | ------ |  |  |  | 
|    |  |        |  | 
|    |  | Name:  |  |  |  | 
|    |  | Title: |  |  |  | 

---

OFFICER'S CERTIFICATE

I, [Name], [Title] of EDISON MISSION MIDWEST HOLDINGS CO.
("Holdings"), DO HEREBY CERTIFY on behalf of Holdings as follows:



Capitalized
terms used herein and not defined herein shall have the meaning assigned thereto in the Collateral Agency and Intercreditor Agreement (the
"Intercreditor Agreement") dated as of December 15, 1999 among Midwest Generation EME LLC, Edison Mission Midwest Holdings Co., Edison Mission
Overseas Co., Midwest Generation, LLC, Collins Holdings EME, LLC, each Owner Lessor referred to therein, Midwest Funding LLC, the Holdings Administrative Agent referred to therein, each Holder
Representative referred to therein, each Other Representative referred to therein,
the Midwest LC Issuer referred to therein, the Depositary Agent referred to therein, the Depositary Bank referred to therein and Citibank, N.A., as Holdings Collateral Agent.

WITNESS
my hand this [        ] day of [                        ,
        ].

| |  | By: |  |        |  | 
| |  | --- |  | ------ |  | 
| |  |     |  |       
| |  |     |  | Name:  |  | 
| |  |     |  | Title: |  | 

---

EXHIBIT B  to Intercreditor Agreement

PLEDGE AGREEMENT

between

MIDWEST GENERATION EME, LLC

and

CITIBANK, N.A.as Holdings Collateral Agent

Dated
as of December 15, 1999

---

TABLE OF CONTENTS

|           |  |                                                   |  | Page
|---------- |  | ------------------------------------------------- |  | ----
|Section 1. |  | Definitions                                       |  | 1   
|Section 2. |  | Representations and Warranties                    |  | 1   
|Section 3. |  | The Pledge                                        |  | 2   
|Section 4. |  | Further Assurances; Remedies                      |  | 3   
|4.01       |  | Delivery and Other Perfection                     |  | 3   
|4.02       |  | Other Financing Statements and Liens              |  | 4   
|4.03       |  | Preservation of Rights                            |  | 4   
|4.04       |  | Special Provisions Relating to the MGE Collateral |  | 4   
|4.05       |  | Intercreditor Agreement Events of Default, Etc.   |  | 5   
|4.06       |  | Removals, Etc.                                    |  | 6   
|4.07       |  | Private Sale                                      |  | 6   
|4.08       |  | Application of Proceeds                           |  | 6   
|4.09       |  | Attorney-in-Fact                                  |  | 6   
|4.10       |  | Perfection                                        |  | 6   
|4.11       |  | Termination                                       |  | 7   
|4.12       |  | Further Assurances                                |  | 7   
|Section 5. |  | Miscellaneous.                                    |  | 7   
|5.01       |  | Notices                                           |  | 7   
|5.02       |  | No Waiver                                         |  | 7   
|5.03       |  | Amendments, Etc.                                  |  | 7   
|5.04       |  | Expenses                                          |  | 7   
|5.05       |  | Successors and Assigns                            |  | 8   
|5.06       |  | Counterparts                                      |  | 8   
|5.07       |  | Governing Law                                     |  | 8   
|5.08       |  | Captions                                          |  | 8   
|5.09       |  | Agents and Attorneys-in-Fact                      |  | 8   
|5.10       |  | Severability                                      |  | 8   
|5.11       |  | Indemnification                                   |  | 8   

Annex
1Pledged Interests

---

PLEDGE AGREEMENT

PLEDGE AGREEMENT (this "Agreement") dated as of December 15, 1999, between MIDWEST GENERATION EME, LLC, a
limited liability company duly organized and validly existing under the laws of Delaware (the "Obligor"), and CITIBANK, N.A., as collateral agent for
the Secured Parties under the Intercreditor Agreement referred to below (in such capacity, together with its successors in such capacity, the "Holdings Collateral
Agent").

The
Obligor, Edison Mission Midwest Holdings Co. ("Holdings"), Edison Mission Overseas Co., Midwest Generation, LLC
("Midwest"), Collins Holdings EME, LLC ("Collins Holdings"), each Owner Lessor referred to therein,
Midwest Funding LLC, the Holdings Administrative Agent referred to therein, each Holder Representative referred to therein, each Other Representative referred to therein, the Depositary Bank referred
to therein, the Depositary Agent referred to therein, the Midwest LC Issuer referred to therein and the Holdings Collateral Agent have entered into that certain Collateral Agency and Intercreditor
Agreement (as amended, modified and supplemented and in effect from time to time, the "Intercreditor Agreement") dated as of December 15, 1999.
This is one of the Pledge Agreements referred to in the Intercreditor Agreement.

The
Obligor is the sole shareholder of Holdings and the sole member of Collins Holdings on the date hereof and has, subject to the terms and conditions of this Agreement, agreed to grant
a Lien and Security Interest in the MGE Collateral referred to herein.

NOW,
THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and the adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

SECTION 1.DEFINITIONS.Capitalized terms not otherwise defined herein
shall have
the meanings set forth in, and the interpretations applicable thereto under, the Intercreditor Agreement (including, without limitation, Appendix Athereto). In addition, as used herein:



SECTION 2.REPRESENTATIONS AND WARRANTIES.The Obligor represents and warrants
to the
Holdings Collateral Agent and the other Secured Parties that as of the date hereof:



---



SECTION 3.THE PLEDGE.As collateral security for the prompt payment in full
when due
(whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Obligor hereby pledges and grants to the Holdings Collateral Agent, for the benefit of the Secured Parties, a
security interest in all of the Obligor's right, title and interest in the following property, whether now

2

---

owned by the Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "MGE
Collateral"):



SECTION 4.FURTHER ASSURANCES; REMEDIES.In furtherance of the grant of the
pledge and
security interest pursuant to Section 3, the Obligor hereby agrees until the Intercreditor Agreement Termination Date with the Holdings Collateral Agent and each of the other Secured Parties as
follows:



3

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4

---



5

---



6

---



SECTION 5.MISCELLANEOUS.



7

---



8

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IN
WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed and delivered as of the day and year first above written.

| |  | MIDWEST GENERATION EME, LLC                                                                                          
| |  | ---------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                      
| |  | By:                                                                                                                  
| |  |                                                                                                                      
| |  |                                                                                                                      
| |  |                                                                                                                      
| |  | Address for Notices:
One Financial Place
440 South LaSalle Street, Suite 3500
Chicago, IL 60605                      
| |  | Telecopier No.:[                        ]                                                                            
| |  |                                                                                                                      
| |  | CITIBANK, N.A.,not in its individual capacity but solely as Holding Collateral Agent                                 
| |  |                                                                                                                      
| |  | By:                                                                                                                  
| |  |                                                                                                                      
| |  |                                                                                                                      
| |  |                                                                                                                      
| |  | Address for Notices:                                                                                                 
| |  | Attn: Citibank Global Agency & Trust Services
         111 Wall Street, 5th Floor, Zone 2
         New York, NY 10005
| |  | Telecopier No.: (212) 657-3866                                                                                       

---

ANNEX 1

PLEDGED INTERESTS

|Issuer                              |  | Certificate
Nos. |  | Registered Owner |  | Type of Stock |  | Number of Shares
|----------------------------------- |  | ---------------- |  | ---------------- |  | ------------- |  | ----------------
|Edison Mission Midwest Holdings Co. |  |                  |  |                  |  |               |  |                 

|Issuer                    |  | Certificate
Nos. |  | Registered Owner |  | Number of Shares
|------------------------- |  | ---------------- |  | ---------------- |  | ----------------
|Collins Holdings EME, LLC |  |                  |  |                  |  |                 

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EXHIBIT C  to Intercreditor Agreement

PLEDGE AGREEMENT

between

EDISON MISSION MIDWEST HOLDINGS CO.

and

CITIBANK, N.A.as Holdings Collateral Agent

Dated
as of December 15, 1999

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TABLE OF CONTENTS

|           |  |                                                                |  | Page
|---------- |  | -------------------------------------------------------------- |  | ----
|Section 1. |  | Definitions.                                                   |  | 1   
|Section 2. |  | Representations and Warranties                                 |  | 1   
|Section 3. |  | The Pledge                                                     |  | 2   
|Section 4. |  | Further Assurances; Remedies                                   |  | 2   
|4.01       |  | Delivery and Other Perfection                                  |  | 2   
|4.02       |  | Other Financing Statements and Liens                           |  | 3   
|4.03       |  | Preservation of Rights                                         |  | 3   
|4.04       |  | Special Provisions Relating to the Holdings Pledged Collateral |  | 3   
|4.05       |  | Intercreditor Agreement Events of Default, Etc.                |  | 4   
|4.06       |  | Deficiency                                                     |  | 5   
|4.07       |  | Removals, Etc.                                                 |  | 5   
|4.08       |  | Private Sale                                                   |  | 5   
|4.09       |  | Application of Proceeds                                        |  | 6   
|4.10       |  | Attorney-in-Fact                                               |  | 6   
|4.11       |  | Perfection                                                     |  | 6   
|4.12       |  | Termination                                                    |  | 6   
|4.13       |  | Further Assurances                                             |  | 6   
|Section 5. |  | Miscellaneous                                                  |  | 6   
|5.01       |  | Notices                                                        |  | 6   
|5.02       |  | No Waiver                                                      |  | 7   
|5.03       |  | Amendments, Etc.                                               |  | 7   
|5.04       |  | Expenses                                                       |  | 7   
|5.05       |  | Successors and Assigns                                         |  | 7   
|5.06       |  | Counterparts                                                   |  | 7   
|5.07       |  | Governing Law; Submission to Jurisdiction                      |  | 7   
|5.08       |  | Captions                                                       |  | 7   
|5.09       |  | Agents and Attorneys-in-Fact                                   |  | 7   
|5.10       |  | Severability                                                   |  | 7   

Annex
1Pledged Interests

---

PLEDGE AGREEMENT

PLEDGE AGREEMENT (this "Agreement") dated as of December 15, 1999, between EDISON MISSION MIDWEST HOLDINGS
CO., a corporation organized under the laws of Delaware (the "Obligor"), and CITIBANK, N.A., as collateral agent for the Secured Parties under the
Intercreditor Agreement referred to below (in such capacity, together with its successors in such capacity, the "Holdings Collateral Agent").

Midwest
Generation EME, LLC, the Obligor, Edison Mission Overseas Co., Midwest Generation, LLC ("Midwest"), Collins Holdings EME, LLC
("Collins"), each Owner Lessor referred to therein, Midwest Funding LLC, the Holdings Administrative Agent referred to therein, each Holder
Representative referred to therein, each Other Representative referred to therein, the Depositary Bank referred to therein, the Depositary Agent referred to therein, the Midwest LC Issuer referred to
therein and the Holdings Collateral Agent have entered into that certain Collateral Agency and Intercreditor Agreement (as amended, modified and supplemented and in effect from time to time, the
"Intercreditor Agreement") dated as of December 15, 1999. This is one of the Pledge Agreements referred to in the Intercreditor Agreement.

The
Obligor is the sole member of Midwest on the date hereof and has, subject to the terms and conditions of this Agreement, agreed to grant a Lien and Security Interest in the Holdings
Pledged Collateral referred to herein.

NOW,
THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and the adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

SECTION 1.DEFINITIONS.Capitalized terms not otherwise defined herein shall
have the
meanings set forth in, and the interpretations applicable thereto under, the Intercreditor Agreement (including, without limitation,Appendix Athereto). In addition, as used herein:



SECTION 2.REPRESENTATIONS AND WARRANTIES.The Obligor represents and warrants
to the
Holdings Collateral Agent and the other Secured Parties that as of the date hereof:



---



SECTION 3.THE PLEDGE.As collateral security for the prompt payment in full
when due
(whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Obligor hereby pledges and grants to the Holdings Collateral Agent, for the benefit of the Secured Parties, a
security interest in all of the Obligor's right, title and interest in the following property, whether now owned by the Obligor or hereafter acquired and whether now existing or hereafter coming into
existence (all being collectively referred to herein as "Holdings Pledged Collateral"):



SECTION 4.FURTHER ASSURANCES; REMEDIES.In furtherance of the grant of
the
pledge and security interest pursuant to Section 3, the Obligor hereby agrees until the Intercreditor Agreement Termination Date with the Holdings Collateral Agent and each of the other Secured
Parties as follows:



2

---



3

---



4

---



5

---



SECTION 5.MISCELLANEOUS.



6

---



7

---

IN
WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed and delivered as of the day and year first above written.

| |  | EDISON MISSION MIDWEST HOLDINGS CO.                                                                                      
| |  | -------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                          
| |  | By:                                                                                                                      
| |  |                                                                                                                          
| |  |                                                                                                                          
| |  |                                                                                                                          
| |  | Address for Notices:                                                                                                     
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, CA 92616
Attention: General Counsel
Telecopier No.: [                        ]
| |  |                                                                                                                          
| |  | CITIBANK, N.A.,not in its individual capacity but solely as Holding Collateral Agent                                     
| |  |                                                                                                                          
| |  | By:                                                                                                                      
| |  |                                                                                                                          
| |  |                                                                                                                          
| |  |                                                                                                                          
| |  | Address for Notices:                                                                                                     
| |  | Attn: Citibank Global Agency & Trust Services
         111 Wall Street, 5th Floor, Zone 2
         New York, NY 10005    
| |  | Telecopier No.: (212) 657-3866                                                                                           

---

ANNEX 1

PLEDGED INTERESTS

|Issuer                  |  | Certificate
Nos. |  | Registered Owner |  | Number of Units
|----------------------- |  | ---------------- |  | ---------------- |  | ---------------
|Midwest Generation, LLC |  |                  |  |                  |  |                

---

EXHIBIT D  to Intercreditor Agreement

PLEDGE AGREEMENT

among

EDISON MISSION OVERSEAS CO.

and

CITIBANK, N.A.as Holdings Collateral Agent

Dated
as of December 15, 1999

---

TABLE OF CONTENTS

|           |  |                                                    |  | Page
|---------- |  | -------------------------------------------------- |  | ----
|Section 1. |  | Definitions                                        |  | 1   
|Section 2. |  | Representations and Warranties                     |  | 1   
|Section 3. |  | THE PLEDGE                                         |  | 2   
|Section 4. |  | Further Assurances; Remedies                       |  | 2   
|4.01       |  | Delivery and Other Perfection                      |  | 2   
|4.02       |  | Other Financing Statements and Liens               |  | 3   
|4.03       |  | Preservation of Rights                             |  | 3   
|4.04       |  | Special Provisions Relating to the EMOC Collateral |  | 3   
|4.05       |  | Intercreditor Agreement Events of Default, Etc.    |  | 3   
|4.06       |  | Deficiency                                         |  | 4   
|4.07       |  | Removals, Etc.                                     |  | 4   
|4.08       |  | Private Sale                                       |  | 5   
|4.09       |  | Application of Proceeds                            |  | 5   
|4.10       |  | Attorney-in-Fact                                   |  | 5   
|4.11       |  | Perfection                                         |  | 5   
|4.12       |  | Termination                                        |  | 5   
|4.13       |  | Further Assurances                                 |  | 5   
|Section 5. |  | Miscellaneous                                      |  | 6   
|5.01       |  | Notices                                            |  | 6   
|5.02       |  | No Waiver                                          |  | 6   
|5.03       |  | Amendments, Etc.                                   |  | 6   
|5.04       |  | Expenses                                           |  | 6   
|5.05       |  | Successors and Assigns                             |  | 6   
|5.06       |  | Counterparts                                       |  | 6   
|5.07       |  | Governing Law                                      |  | 6   
|5.08       |  | Captions                                           |  | 7   
|5.09       |  | Agents and Attorneys-in-Fact                       |  | 7   
|5.10       |  | Severability                                       |  | 7   
|5.11       |  | Indemnification                                    |  | 7   

---

PLEDGE AGREEMENT

PLEDGE AGREEMENT (this "Agreement") dated as of December 15, 1999, between EDISON MISSION OVERSEAS CO., a
corporation duly organized and validly existing under the laws of the State of Delaware (the "Obligor") and CITIBANK, N.A., as collateral agent for the
Secured Parties under the Intercreditor Agreement referred to below (in such capacity, together with its successors in such capacity, the "Holdings Collateral
Agent").

Midwest
Generation EME, LLC, Edison Mission Midwest Holdings Co. ("Holdings"), the Obligor, Midwest Generation, LLC
("Midwest"), Collins Holdings EME, LLC, each Owner Lessor referred to therein, Midwest Funding LLC, the Holdings Administrative Agent referred to
therein, each Holder Representative referred to therein, each Other Representative referred to therein, the Depositary Bank referred to therein, the Depositary Agent referred to therein, the Midwest
LC Issuer referred to therein and the Holdings Collateral Agent have entered into that certain Collateral Agency and Intercreditor Agreement (as amended, modified and supplemented and in effect from
time to time, the "Intercreditor Agreement") dated as of December 15, 1999. This is one of the Pledge Agreements referred to in the Intercreditor
Agreement.

The
Obligor has extended loans to Midwest in exchange for the EMOC Acquisition Notes (defined herein) and has, subject to the terms and conditions of this Agreement, agreed to grant a
Lien and Security Interest in the EMOC Collateral referred to herein.

NOW,
THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and the adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

SECTION 1.DEFINITIONS.Capitalized terms not otherwise defined herein shall
have the
meanings set forth in, and the interpretations applicable thereto under, the Intercreditor Agreement (including, without limitation,Appendix Athereto). in addition, as used herein:



SECTION 2.REPRESENTATIONS AND WARRANTIES.The Obligor represents and warrants
to the
Holdings Collateral Agent and the other Secured Parties that as of the date hereof:



---



SECTION 3.THE PLEDGE.As collateral security for the prompt payment in
full when
due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Obligor hereby pledges and grants to the Holdings Collateral Agent, for the benefit of the Secured
Parties, a security interest in all of the Obligor's right, title and interest in the following property, whether now owned by the Obligor or hereafter acquired and whether now existing or hereafter
coming into existence (all being collectively referred to herein as "EMOC Collateral"):



SECTION 4.FURTHER ASSURANCES; REMEDIES.In furtherance of the grant of
the
pledge and security interest pursuant to Section 3, the Obligor hereby agrees with the Holdings Collateral Agent and each of the other Secured Parties as follows:



2

---



3

---



4

---



5

---



SECTION 5.MISCELLANEOUS.



6

---



7

---

IN
WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed and delivered as of the day and year first above written.

| |  | EDISON MISSION OVERSEAS CO.                                                                                             
| |  | ------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                         
| |  | By:                                                                                                                     
| |  |                                                                                                                         
| |  |                                                                                                                         
| |  |                                                                                                                         
| |  | Address for Notices:                                                                                                    
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, CA 92616
Attention: General Counsel
Telecopier No.:[                        ]
| |  |                                                                                                                         
| |  | CITIBANK, N.A.,not in its individual capacity but solely as Holding Collateral Agent                                    
| |  |                                                                                                                         
| |  | By:                                                                                                                     
| |  |                                                                                                                         
| |  |                                                                                                                         
| |  |                                                                                                                         
| |  | Address for Notices:                                                                                                    
| |  | Attn: Citibank Global Agency & Trust Services
         111 Wall Street, 5th Floor, Zone 2
         New York, NY 10005   
| |  | Telecopier No.: (212) 657-3866                                                                                          

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