Exhibit 10.2

EDISON MISSION ENERGY  BV SALE SEVERANCE PLAN

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TABLE OF CONTENTS

|ARTICLE 1  |      | ESTABLISHMENT, TERM, AND PURPOSE   |                                                    | 1 
|---------- | ---- | ---------------------------------- | -------------------------------------------------- | --
|           | 1.1  |                                    | Establishment of the Plan                          |   
|           | 1.2  |                                    | Purpose of the Plan                                |   
|ARTICLE 2  |      | DEFINITIONS                        |                                                    | 1 
|ARTICLE 3  |      | PARTICIPATION                      |                                                    | 4 
|           | 3.1  |                                    | Participation                                      |   
|           | 3.2  |                                    | Termination of Employment                          |   
|           | 3.3  |                                    | Benefit Offset                                     |   
|           | 3.4  |                                    | Re-Employment                                      |   
|           | 3.5  |                                    | Notice of Termination                              |   
|ARTICLE 4  |      |                                    |                                                    | 5 
|           | 4.1  |                                    | Right to Severance Benefits                        |   
|           | 4.2  |                                    | Severance Benefits.                                |   
|           | 4.3  |                                    | Minimum Benefit for Designated Participants.       |   
|           | 4.4  |                                    | Timing and Manner of Payment of Severance Benefits |   
|ARTICLE 5  |      | TAXES                              |                                                    | 6 
|ARTICLE 6  |      | EXCISE TAX GROSS-UP                |                                                    | 7 
|           | 6.1  |                                    | Gross-Up Payment                                   |   
|           | 6.2  |                                    | Determination of Gross-Up                          |   
|           | 6.3  |                                    | Notification                                       |   
|           | 6.4  |                                    | Underpayment and Overpayment                       |   
|ARTICLE 7  |      | PAYMENT OBLIGATIONS                |                                                    | 10
|           | 7.1  |                                    | Liability for Payment                              |   
|           | 7.2  |                                    | Payment of Obligations Absolute                    |   
|           | 7.3  |                                    | Unsecured General Creditor                         |   
|           | 7.4  |                                    | Relationship to Other Plans                        |   
|           | 7.5  |                                    | Other Benefit Plans                                |   
|ARTICLE 8  |      | RESOLUTION OF DISPUTES             |                                                    | 11
|           | 8.1  |                                    | Claim                                              |   
|           | 8.2  |                                    | Claim Decision                                     |   
|           | 8.3  |                                    | Request for Review                                 |   
|           | 8.4  |                                    | Review of Decision                                 |   
|ARTICLE 9  |      | RESOLUTION OF DISPUTESARBITRATION |                                                    | 11
|           | 9.1  |                                    | General                                            |   
|           | 9.2  |                                    | Arbitration of Claims                              |   
|           | 9.3  |                                    | Discovery                                          |   
|           | 9.4  |                                    | Subpoenas                                          |   
|           | 9.5  |                                    | Designation of Witnesses                           |   
|           | 9.6  |                                    | Application of Federal Law                         |   
|ARTICLE 10 |      | SUCCESSORS AND ASSIGNMENT          |                                                    | 13
|           | 10.1 |                                    | Successors to the Company                          |   
|           | 10.2 |                                    | Assignment by the Participant                      |   
|ARTICLE 11 |      | ADMINISTRATION OF THE PLAN         |                                                    | 13
|           | 11.1 |                                    | Committee Action                                   |   
|           | 11.2 |                                    | Powers and Duties of the Committee                 |   
|           | 11.3 |                                    | Construction and Interpretation                    |   
|           | 11.4 |                                    | Information                                        |   
|           | 11.5 |                                    | Compensation, Expenses and Indemnity               |   
|           |      |                                    |                                                    |   

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|ARTICLE 12 |       | MISCELLANEOUS |                                                | 14
|---------- | ----- | ------------- | ---------------------------------------------- | --
|           | 12.1  |               | Release Agreement                              |   
|           | 12.2  |               | Term of the Plan                               |   
|           | 12.3  |               | Employment Status                              |   
|           | 12.4  |               | Beneficiaries                                  |   
|           | 12.5  |               | Payments on Behalf of Persons Under Incapacity |   
|           | 12.6  |               | Gender and Number                              |   
|           | 12.7  |               | Severability                                   |   
|           | 12.8  |               | Modification                                   |   
|           | 12.9  |               | Notice                                         |   
|           | 12.10 |               | Applicable Law                                 |   
|           | 12.11 |               | WARN Act                                       |   
|           | 12.12 |               | No Sale Obligation                             |   

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EDISON MISSION ENERGY  BV SALE SEVERANCE PLAN

ARTICLE 1  ESTABLISHMENT, TERM, AND PURPOSE

1.1    Establishment of the Plan.    Edison Mission Energy hereby establishes a severance plan to be known as the
"Edison Mission Energy BV Sale Severance Plan" (the "Plan"). This Plan shall become effective February 19, 2004 (the "Effective Date"). This Plan is intended to be an "employee benefit plan"
within the meaning of Section (3) of the Employee Retirement Income Security Act of 1974, as amended.

1.2    Purpose of the Plan.    The purpose of this Plan is to provide key employees of the Employers with an incentive
to remain in the employ of their respective Employers through the completion of a sale of MEC International, BV ("BV") and to provide for continuity in the management and operations of the Employers
(as such term is defined below) during such time by offering certain employment protection and financial security in the event that their employment is terminated by their respective Employers without
Cause (as such term is defined below) or by the key employees for Good Reason during the term of the Plan (as such term is defined below).

ARTICLE 2  DEFINITIONS

Whenever used in this Plan, the following terms shall have the meanings set forth below (such defined terms are in addition to the defined terms set forth above)
unless the context clearly indicates to the contrary:



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ARTICLE 3  PARTICIPATION

3.1    Participation.    The Company's management, in its sole discretion, shall determine those employees of an
Employer who will be Participants in the Plan and the benefits to which each Participant may become eligible to receive under the Plan. In order to participate in the Plan, each Participant must
promptly sign and return to the Company a participation agreement in the form provided by the Company (a "Participation Agreement"), which shall set forth whether the Participant may become eligible
for a Severance Benefit under the Plan, the definitions of the components of the Severance Benefit to which the Participant may become entitled to receive, the Participant's Minimum Benefit
Percentage, if applicable, and additional details about the Plan.

3.2    Termination of Employment.Notwithstanding anything else contained herein to the contrary, a Participant
shall not be deemed to have terminated employment if his or her employment by an Employer terminates but he or she continues as an employee of another Employer.

3.3    Benefit Offset.    Notwithstanding anything else contained herein to the contrary, any benefits otherwise
payable or deliverable under this Plan to a Participant shall be offset or reduced by the amount of severance benefits payable or deliverable to the Participant under any other redundancy, severance
or other plan, program, or agreement (including, without limitation, any employment agreement) of or with the Company, the Participant's Employer, or their respective affiliates whether contractual,
statutory or otherwise (to the extent the Participant remains entitled to any such benefits after giving effect to the Participant's agreement to waive his or her entitlement to such benefits pursuant
to his or her Participation Agreement); provided, however, that any benefits payable to a Participant under this Plan shall not be offset or reduced by the amount of any benefits payable to such
Participant under the Company's Sale Incentive Plan or the Company's BV Sale Retention Plan, except to the extent that any amounts payable to a Participant under the Sale Incentive Plan and/or BV Sale
Retention Plan are included in the calculation of the Participant's minimum benefit (if applicable) pursuant to Section 4.3.

3.4    Re-Employment.    Notwithstanding anything else contained herein to the contrary, a Participant
shall have no right to benefits hereunder with respect to a termination of his or her employment if, in connection with such termination, he or she is otherwise entitled to benefits under this Plan
but, prior to the payment or delivery (or commencement of payment or delivery, as the case may be) of such benefits, the Participant becomes re-employed by his or her Employer or by
another Employer or by any other affiliate of the Company. Notwithstanding anything else
contained herein to the contrary, a Participant's right to continuing or additional benefits under this Plan shall automatically terminate (but the Participant shall have no obligation to
re-pay benefits previously paid) if the Participant becomes re-employed by his or her Employer or by another Employer or by any other affiliate of the Company. If a Participant
is re-employed and his or her employment is subsequently terminated and the Participant again becomes entitled to benefits under the terms of this Plan in connection with such later
termination of employment, the amount of payments otherwise payable to the Participant hereunder in connection with such later termination of employment shall be reduced by the amount of any payments
paid under this Plan to the Participant in connection with any prior termination of his or her employment.

3.5    Notice of Termination.    Any termination of a Participant's employment by his or her Employer for Cause or by
a Participant for Good Reason shall be communicated by Notice of

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Termination.
For purposes of this Plan, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision or provisions in this Plan relied upon. The Notice
of Termination shall be effective on the date specified in Section 12.9 of this Plan.

ARTICLE 4  SEVERANCE BENEFITS

4.1    Right to Severance Benefits.    Subject to Section 12.1, a Participant shall be entitled to receive from
the Company, for and on behalf of the Participant's Employer, the applicable Severance Benefits described in this Article 4 if, during the term of the Plan, the Participant incurs a Qualifying
Severance Event. If a Participant's employment by his or her Employer terminates for any reason other than a Qualifying Severance Event, then such Participant shall not be entitled to any Severance
Benefits hereunder. If more than one Qualifying Severance Event occurs with respect to a Participant, such events shall constitute a single Qualifying Severance Event and the provisions of this
Article 4 shall apply with respect to the Participant only once. A Participant's continued employment shall not constitute a consent to, or a waiver of rights with respect to, any circumstances
constituting Good Reason for purposes of determining if a Qualifying Severance Event has occurred with respect to the Participant.

4.2    Severance Benefits.



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4.3    Minimum Benefit for Designated Participants.



4.4    Timing and Manner of Payment of Severance Benefits.Any Pro-Rata Bonus Payment shall be paid by
the Company to the Participant (or his or her Beneficiary) in the form of a single lump sum cash payment within 60 days after the Participant's Severance Date. Any Cash Severance Benefit shall
be paid by the Company, for and on behalf of the participant's Employer, to the Participant (or his or her Beneficiary) in the form of a single lump sum cash payment within 60 days after the
Participant's Severance Date or in a series of substantially equal payments (without interest), no less frequently than monthly, over a period not to exceed 12 months, with the first payment to
commence upon the first day of the month immediately following the Participant's Severance Date. The Company shall determine, in its sole discretion, whether such Cash Severance Benefit shall be paid
in the form of a single lump sum or a series of installments. Subject to Section 7.1, any Outplacement Benefit and Non-Cash Severance Benefit, as applicable to the Participant,
shall be paid in accordance with the terms set forth in Exhibit C to the Participant's Participation Agreement.

ARTICLE 5  TAXES

The Company and/or the Participant's Employer, as applicable, has the right to withhold from any amount otherwise payable to a Participant under or pursuant to
this Plan the amount of any taxes or other statutory deductions that the Company or such Employer may legally be required to withhold with respect to such payment (including, without limitation, any
United States Federal taxes, and any other foreign, state, city, or local taxes). In the event that tax withholding is required with respect to amounts or benefits payable or deliverable by the
Company or the Participant's Employer to a Participant and the Company or the Employer cannot satisfy its tax withholding obligations in the manner described in the preceding sentence, the Company or
the Employer may require the Participant to pay or provide for the payment of such required tax withholding as a condition to the payment or delivery of such amounts or benefits.

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Each
Participant, former Participant and Beneficiary shall be solely responsible for all income and employment taxes arising in connection with participation in this Plan or benefits
hereunder.

ARTICLE 6  EXCISE TAX GROSS-UP

6.1    Gross-Up Payment.    In the event it is determined (pursuant to Section 6.2) or finally
determined (as defined in Section 6.3(c)) that any payment, distribution, transfer, or benefit by the Company, or a direct or indirect subsidiary or affiliate of the Company, to or for the
benefit of the Participant or the Participant's dependents, heirs or beneficiaries (whether such payment, distribution, transfer, benefit or other event occurs pursuant to the terms of this Plan or
otherwise, but determined without regard to any additional payments required under this Article 6) (each a "Payment" and collectively the "Payments") is subject to the excise tax imposed by
Section 4999 of the Code, and any successor provision or any comparable provision of state or local income tax law (collectively, "Section 4999"), or any interest, penalty or addition to
tax is incurred by the Participant with respect to such excise tax (such excise tax, together with any such interest, penalty, and addition to tax, hereinafter collectively referred to as the "Excise
Tax"), then, within 10 days after such determination or final determination, as the case may be, the Company shall pay to the Participant (or to the applicable taxing authority on the
Participant's behalf) an additional cash payment (hereinafter referred to as the "Gross-Up Payment") equal to an amount such that after payment by the Participant of all taxes, interest,
penalties, additions to tax and costs imposed or incurred with respect to the Gross-Up Payment (including, without limitation, any income and excise taxes imposed upon the
Gross-Up Payment), the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such Payment or Payments. This provision is intended to put
the Participant in the same position as the Participant would have been had no Excise Tax been imposed upon or incurred as a result of any Payment.

6.2    Determination of Gross-Up.



6.3    Notification.



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6.4    Underpayment and Overpayment.    It is possible that no Gross-Up Payment will initially be made but
that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such
events is referred to as an "Underpayment"). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an
"Overpayment"). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 6.2. In the event of an Underpayment, the amount of any such
Underpayment shall be paid to the Participant as an additional Gross-Up Payment. In the event of an Overpayment, any such Overpayment shall be treated for all purposes as a loan to the
Participant with interest at the applicable Federal rate provided for in Section 1274(d) of the Code. In such case, the amount of the loan shall be subject to reduction to the extent necessary
to put the Participant in the same after-tax position as if such Overpayment were never made. The amount of any such reduction to the loan shall be determined by the Accounting Firm in
accordance with the principles set forth in Section 6.2. The Participant shall repay the amount of the loan (after reduction, if any) to the Company as soon as administratively practicable
after the Company or the Participant's Employer notifies the Participant of (a) the Accounting Firm's determination that an Overpayment was made and (b) the amount to be repaid.

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ARTICLE 7  PAYMENT OBLIGATIONS

7.1    Liability for Payment.    Except for the benefits related to Performance Shares, Deferred Stock Units, Stock
Options and/or Dividend Equivalents which shall be paid by the appropriate entity as determined under the provisions of the incentive plan under which the award was granted, and in the case of
benefits payable under Article 4 hereof, the Company, for and on behalf of the Participant's Employer, shall be liable for the payment of benefits under this Plan with respect to each
Participant.

7.2    Payment of Obligations Absolute.    Subject to the Participant's compliance with Section 12.1 and the
agreement contemplated thereby and subject to Section 3.4 and Article 5, the Company's obligation to make the payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the
Participant or anyone else except as provided in Section 3.3 and/or Section 3.4. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every
payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Participant or from whomsoever may be entitled thereto, for any
reasons whatsoever, except as otherwise provided in Section 3.4, Article 6, or Article 9 and subject to the Participant's compliance with Section 12.1 and the agreement
contemplated thereby.

Participants
shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Plan, and the obtaining of any such
other employment shall in no event effect any reduction of the Company's obligations to make the payments and arrangements required to be made under this Plan.

7.3    Unsecured General Creditor.    Participants and their Beneficiaries, heirs, successors, and assigns shall have
no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held under any trust, or held in any way as collateral security
for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company's assets shall be, and remain, the general unpledged, unrestricted assets of the Company. The Company's
obligation under this Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater
than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for
purposes of the Code and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

7.4    Relationship to Other Plans.    By accepting participation in this Plan, each Participant (a) consents
to the payment terms set forth in this Plan, (b) agrees that this Plan amends the otherwise inconsistent terms of any Company or Employer compensation, incentive, benefit or perquisite plan or
program, and (c) agrees that such sections of this Plan will control to the extent that any inconsistency may exist between those sections and the terms of any Company or Employer compensation,
incentive, benefit or perquisite plan, policy or program.

7.5    Other Benefit Plans.All payments, benefits and amounts provided under this Plan shall be in addition to and
not in substitution for any pension rights under the Company's or other Employer's tax-qualified pension plan in which the Participant participates, and any disability, workers'
compensation or other Company or other Employer benefit plan distribution that a Participant is entitled to, under the terms of any such plan, at the time his or her employment by his or her Employer
terminates. Notwithstanding the foregoing, this Plan shall not create an inference that any duplicate payments shall be required. Payments received by a person under this Plan shall not be deemed a
part of the person's compensation for purposes of determining the person's benefits under any employee welfare, pension or other benefit plan or arrangement, if any, provided by an Employer, except
where explicitly provided under the terms of such plan or arrangement.

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ARTICLE 8  RESOLUTION OF DISPUTES

8.1    Claim.    A person who believes that he or she is being denied a benefit to which he or she is entitled under
this Plan (hereinafter referred to as "Claimant") may file a written request for such benefit with the Committee, setting forth his or her claim. The request must be addressed to the Committee
at the Company's principal place of business.

8.2    Claim Decision.    Upon receipt of a claim, the Committee shall advise the Claimant that a reply will be
forthcoming within 90 days and shall, in fact, deliver such reply within such period. The Committee may, however, extend the reply period for an additional 90 days for special
circumstances.

If
the claim is denied in whole or in part, the Committee shall inform the Claimant in writing, using language calculated to be understood by the Claimant, setting forth: (a) the
specific reason or reasons for such denial; (b) the specific reference to pertinent provisions of this Plan on which such denial is based; (c) a description of any additional material or
information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary; (d) appropriate information as to the steps to be taken
if the Claimant wishes to submit the claim for review; and (e) the time limits for requesting a review under Section 8.3.

8.3    Request for Review.    Within 60 days after the receipt by the Claimant of the written opinion described
above, the Claimant may request in writing that the Committee review the determination. Such request must be addressed to the Committee, at the Company's principal place of business. The Claimant or
his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee.

8.4    Review of Decision.    Within 60 days after the Committee's receipt of a request for review, after
considering all materials presented by the Claimant, the Committee will inform the Claimant in writing, in a manner calculated to be understood by the Claimant, of its decision setting forth the
specific reasons for the decision and containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the 60 day
time period be extended, the Committee will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty days after receipt of the request for review.

ARTICLE 9  RESOLUTION OF DISPUTESARBITRATION

9.1    General.    A Participant or Beneficiary must complete the claims procedure described in Article 8
before submitting any claim or controversy arising out of or in connection with this Plan to arbitration as described below in this Article 9.

9.2    Arbitration of Claims.    The Company, the Participant, and the Participant's Employer hereby consent to the
resolution by mandatory and binding arbitration of all claims or controversies arising out of or in connection with this Plan and/or the Exhibits hereto that the Company or the Participant's Employer
may have against the Participant, or that the Participant may have against the Company, his or her Employer, or against either of their officers, directors, employees or agents acting in their
capacity as such. Each party's promise to resolve all such claims or controversies by arbitration in accordance with this Plan rather than through the courts is consideration for the other party's
like promise. It is further agreed that the decision of an arbitrator on any issue, dispute, claim or controversy submitted for arbitration, shall be final and binding upon the Company, the
Participant, and the Participant's Employer and that judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.

All
expenses of such arbitration, the reasonable fees and expenses of the counsel for the Participant, shall be advanced and borne by the Company or the Participant's Employer; provided,

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however,
that if it is finally determined that the Participant did not commence the arbitration in good faith and had no reasonable basis therefore or that the Participant failed to comply with
Section 12.1 or breached the agreement contemplated thereby, the Participant shall repay all advanced fees and expenses and shall reimburse the Company and the Participant's Employer for their
reasonable legal fees and expenses in connection therewith.

Except
as otherwise provided in this procedure or by mutual agreement of the parties, any arbitration shall be administered by a sole arbitrator in accordance with the
then-current arbitration and mediation rules of the Judicial Arbitration & Mediation Services, Inc. ("JAMS" or the "Tribunal"). The arbitration shall be held in Los Angeles,
California, or at a mutually agreeable location. Pre-hearing and post-hearing procedures may be held by telephone or in person, as the arbitrator deems necessary.

The
arbitrator shall be selected as follows: if the parties cannot agree on an arbitrator, the Tribunal shall then provide the names of nine available arbitrators experienced in business
employment matters along with their resumes and fee schedules. Each party may strike all names on the list it deems unacceptable. If more than one common name remains on the list of all parties, the
parties shall strike names alternately until only one remains. The party who did not initiate the claim shall strike first. If no common name remains on the lists of the parties, the Tribunal shall
furnish an additional list or lists until an arbitrator is selected.

The
arbitrator shall interpret this Plan, any applicable Company or Employer policy or rules and regulations, any applicable substantive law (and the law of remedies, if applicable), or
applicable federal law; provided, however, if arbitration is brought after the claim or controversy has been submitted for review by the Committee in accordance with Article 8, the arbitrator
shall defer to the Committee's interpretations of the Plan and such policies, rules, and regulations so long as the Committee has not abused its discretion hereunder. In reaching his or her decision,
the arbitrator shall have no authority to change or modify any lawful Company or Employer policy, rule or regulation, or this Plan. The arbitrator, and not any federal, state or local court or agency,
shall have exclusive and broad authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Plan, including but not limited to, any claim that
all or any part of this Plan is voidable.

The
arbitrator shall have authority to entertain a motion to dismiss and/or motion for summary judgment by any party and shall apply the standards governing such motions under the
Federal Rules of Civil Procedure. Following the completion of the arbitration, the arbitrator shall issue a written decision disclosing his or her essential findings and conclusions upon which the
award is based.

Neither
the Company, the Participant or the Participant's Employer shall be entitled to join or consolidate claims in arbitration by or against other Participants or arbitrate any claim
as a representative or member of a class or in a private attorney general capacity.

9.3    Discovery.    Each party shall have the right to take the deposition of one individual and any expert
witness(es) designated by another party. Each party shall also have the opportunity to obtain documents from another party through one request for production of documents. Additional discovery may be
had only when the arbitrator so orders upon a showing of substantial need. Any disputes regarding depositions, requests for production of documents or other discovery shall be submitted to the
arbitrator for determination.

9.4    Subpoenas.Each party shall have the right to subpoena witnesses and documents for the arbitration hearing
by requesting a subpoena from the arbitrator. Any such request shall be served on all other parties, who shall advise the arbitrator in writing of any objections that the party may have to issuance of
the subpoena within ten calendar days of receipt of the request.

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9.5    Designation of Witnesses.At least thirty calendar days before the arbitration, the parties must exchange
lists of witnesses, including any expert(s), and copies of all exhibits intended to be used at the arbitration.

9.6    Application of Federal Law.    Notwithstanding any other choice of law provision in this Plan, this arbitration
provision shall be governed by the procedural and substantive provisions of the Federal Arbitration Act, 9 U.S.C., Sec. 1 et. seq.

ARTICLE 10  SUCCESSORS AND ASSIGNMENT

10.1    Successors to the Company.    The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof (the business and/or assets of which constitute
at least fifty percent (50%) of the total business and/or assets of the Company after the BV Sale) to
expressly assume and agree to perform the Company's obligations under this Plan in the same manner and to the same extent that the Company would be required to perform them if such succession had not
taken place.

10.2    Assignment by the Participant.    None of the benefits, payments, proceeds or claims of any Participant shall
be subject to any claim of any creditor and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor, nor shall any such Participant have any
right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds that he or she may expect to receive, contingently or otherwise, under this Plan.
Notwithstanding the foregoing, benefits that are in pay status may be subject to a court order of garnishment or wage assignment, or similar order, or a tax levy. This Plan shall inure to the benefit
of and be enforceable by each Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If a Participant dies while any
amount would still be payable to him or her hereunder had he or she continued to live, all such amounts, unless otherwise provided herein, shall be paid to the Participant's Beneficiary in accordance
with the terms of this Plan.

ARTICLE 11  ADMINISTRATION OF THE PLAN

11.1    Committee Action.The Committee shall act at meetings by affirmative vote of a majority of the members of
the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Committee and such
written consent is filed with the minutes of the proceedings of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a
Participant. The Chairman or any other member or members of the Committee designated by the Chairman may execute any certificate or other written direction on behalf of the Committee.

11.2    Powers and Duties of the Committee.    The Committee shall enforce this Plan in accordance with its terms,
shall be charged with the general administration of this Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the power and authority to do
the following:



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11.3    Construction and Interpretation.    The Committee shall have full discretion to construe and interpret the
terms and provisions of this Plan, including whether, for purposes of the Plan, a termination of a Participant's employment has been with or without Cause or for Good Reason, which interpretation or
construction shall be final and binding on all parties, including but not limited to each Employer and any Participant or Beneficiary. The Committee shall administer such terms and provisions in full
accordance with any and all laws applicable to this Plan.

11.4    Information.    To enable the Committee to perform its functions, each Employer shall supply full and timely
information to the Committee on all matters relating to the compensation of all Participants, their death or other cause of termination, and such other pertinent facts as the Committee may require.

11.5    Compensation, Expenses and Indemnity.    The members of the Committee shall serve without additional
compensation for their services hereunder beyond that which they are entitled as authorized by the Board. The Committee is authorized at the expense of the Company to employ such legal counsel as it
may deem advisable to assist in the performance of its duties hereunder. The Company shall pay expenses and fees in connection with the administration of this Plan. To the extent permitted by
applicable law, the Company shall indemnify and save harmless the Committee and each member thereof, the Board and each member thereof, and delegates of the Committee who are employees of the Company
against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or
incident to this Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased
by the Company or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.

ARTICLE 12  MISCELLANEOUS

12.1    Release Agreement.Notwithstanding anything else contained herein to the contrary, the Company's obligation
to pay benefits to a Participant is subject to the condition precedent that the Participant execute a valid and effective Release Agreement in the form (or forms, if applicable) attached to the
Participant's Participation Agreement (or such other form (or forms) as the Committee may require)andsuch executed agreement is received by the
Company no later than 60 days after the Participant's Severance Date and is not revoked by the Participant or otherwise rendered unenforceable by the Participant.

12.2    Term of the Plan.    This Plan will commence on the Effective Date and shall continue in effect through the
first to occur of (1) July 1, 2005 or (2) a determination by the Board that a BV Sale is not reasonably expected to occur on or before July 1, 2005; provided that the Board
may, in its discretion, extend the term of the Plan beyond such date. Notwithstanding the preceding sentence, the Plan shall continue beyond such date with respect to a Participant to the extent that
a contract is in

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place
on July 1, 2005 to complete the sale of the Employer at which such Participant is then employed, in which case the Plan shall continue with respect to such Participant until the earlier
to occur of: (1) the completion of the sale of such Employer or (2) the expiration or any other termination of such contract without the sale being completed. Termination of the Plan
shall not modify the 12-month severance protection provided in Section 4.2.3, and such protection shall continue pursuant to its terms until the applicable 12-month
period has expired. In addition, the termination of this Plan shall have no effect on any other severance protections provided pursuant to other severance programs maintained by an Employer or any
affiliate.

12.3    Employment Status.    Except as may be provided under any other written agreement between a Participant and
his or her Employer, the employment of the Participant by his or her Employer is "at will," and may be terminated by either the Participant or the Employer at any time, subject to applicable law.
Payments made under this Plan shall not give any person the right to any benefits provided to persons retained in an Employer's employ (such as, without limitation, health and dental benefits). Except
as may otherwise be required by law or set forth specifically in such plans or as otherwise expressly provided in this Plan, such benefits shall terminate as of the date the Participant's employment
by an Employer terminates.

12.4    Beneficiaries.    Subject to the other provisions of this Section 12.4, the person or persons
(including a trustee, personal representative or other fiduciary) last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits
specified hereunder in the event of the Participant's death shall be the Participant's Beneficiary or Beneficiaries.

No
Beneficiary designation shall become effective until it is filed with the Committee, and no Beneficiary designation of someone other than a Participant's spouse shall be effective
unless such designation is consented to by the Participant's spouse on a form provided by and in accordance with procedures established by the Committee or its delegate.

If
there is no Beneficiary designation in effect with respect to a Participant, or if there is no surviving designated Beneficiary, then the Participant's surviving spouse shall be the
Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the
Participant's estate (which shall include either the Participant's probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the
Participant's estate duly appointed and acting in that capacity within 90 days after the Participant's death (or such extended period as the Committee determines is reasonably necessary to
allow such personal representative to be appointed, but not to exceed 180 days after the Participant's death), then Beneficiary shall mean the person or persons who can verify by affidavit or
court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder.

Notwithstanding
anything else herein to the contrary, in the event any amount is payable under this Plan to a minor, payment shall not be made to the minor, but instead be paid:
(a) to that person's living parent(s) to act as custodian; (b) if that person's parents are then divorced, and one parent is the sole custodial parent, to such custodial parent; or
(c) if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the
jurisdiction in which the minor resides. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly
appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the
amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor.

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12.5    Payments on Behalf of Persons Under Incapacity.    In the event that any amount becomes payable under this
Plan to a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefor the Committee may direct that such
payment be made to any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and
discharge of the Committee and all Employers.

12.6    Gender and Number.    Except where otherwise indicated by the context, any masculine term used herein also
shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

12.7    Severability.    In the event any provision of this Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the
captions of this Plan are not part of the provisions hereof and shall have no force and effect.

12.8    Modification.    The Committee or the Board may from time to time amend this Plan in any way it determines to
be advisable; provided, however, that no such amendment shall be effective without the consent of each affected Participant (or the Participant's legal representative). No provision of this Plan may
be waived unless as to a Participant such waiver is agreed to in writing and signed by the Participant (or the Participant's legal representative) and by an authorized member of the Committee (or the
Board) or its designee or legal representative.

12.9    Notice.    For purposes of this Plan, notices, including Notice of Termination, and all other communications
provided for in this Plan shall be in writing and shall be deemed to have been duly given when delivered or on the date stamped as received by a recognized international courier (such as FedEx)
postage and mailing fee prepaid and addressed: (a) if to the Participant, to his or her latest
address as reflected on the records of the Company or his or her Employer, and (b) if to an Employer, to the attention of the Company's Corporate Secretary at the address of the Company's
principal executive offices; or to such other address as either party may furnish to the other in writing for the delivery of notices to that party, with specific reference to this Plan and the
importance of the notice, except that a notice of change of address shall be effective only upon receipt by the other party.

12.10    Applicable Law.    To the extent not preempted by the laws of the United States, the laws of the State of
California shall be the controlling law in all matters relating to this Plan. Any statutory reference in this Plan shall also be deemed to refer to all applicable final rules and final regulations
promulgated under or with respect to the referenced statutory provision.

12.11    WARN Act.    Benefits payable under this Plan are intended to satisfy, where applicable, any Company or other
Employer's obligations under the Federal Worker Adjustment and Retraining Notification Act and any similar obligations that the Company or any other Employer may have under any successor or other
severance pay statute.

12.12    No Sale Obligation.    Notwithstanding anything else contained herein or in any Participation Agreement or
other agreement related to the Plan to the contrary, the Company and its subsidiaries have no obligation to close, negotiate or otherwise pursue any sale or other disposition of all or substantially
all of BV or any component thereof. The existence of the Plan, the Participation Agreements, and the conditional rights of Participants under the Plan shall not limit, affect or restrict in any way
the right or power of the Company or any of its subsidiaries to make or authorize (or to refrain from making or authorizing, as the case may be): (a) any adjustment, recapitalization,
reorganization or other change in capital structure or business; (b) any merger, amalgamation, consolidation or change in ownership; (c) any dissolution or liquidation; (d) any
sale or transfer of assets or business; or (e) any other corporate act or proceeding by the entity.

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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Plan as of the date first set forth above.

| |  | EDISON MISSION ENERGY
| |  | ---------------------
| |  |                      

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EXHIBIT A

Edison Mission Energy
International Revenue Base

|Project        |  | Country        |  | 2003
Revenues from
Consolidated
Subsidiaries |               | EME
Ownership
Interest |     | EME Share
of Revenues |   | 2003
Revenues of
Unconsolidated
Subsidiaries |  | EME
Ownership
Interest |               | EME Share
of Revenues |    | 2003
Revenue Base |   | Percentage of
International
Revenue Base | 
|-------------- |  | -------------- |  | -------------------------------------------- | ------------- | ---------------------- | --- | --------------------- | - | -------------------------------------------- |  | ---------------------- | ------------- | --------------------- | -- | ----------------- | - | ---------------------------------------- | 
|Europe         |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|First Hydro    |  | United Kingdom |  | $                                            | 367,633,000   |                        | 100 | %                     | $ | 367,633,000                                  |  | $                      |              |                       |    |                   | $ |                                         | 
|Derwent        |  | United Kingdom |  |                                              |              |                        |     |                       |   |                                             |  |                        | 106,316,000   |                       | 33 | %                 |   | 35,084,280                               | 
|ISAB           |  | Italy          |  |                                              |              |                        |     |                       |   |                                             |  |                        | 480,685,000   |                       | 49 | %                 |   | 235,535,650                              | 
|Italian Wind   |  | Italy          |  |                                              |              |                        |     |                       |   |                                             |  |                        | 83,234,000    |                       | 50 | %                 |   | 41,617,000                               | 
|Doga           |  | Turkey         |  |                                              | 123,956,000   |                        | 80  | %                     |   | 99,164,800                                   |  |                        |               |                       |    |                   |   |                                         | 
|Spanish Hydro  |  | Spain          |  |                                              | 22,739,000    |                        | 95  | %                     |   | 21,706,000                                   |  |                        |               |                       |    |                   |   |                                         | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|               |  |                |  |                                              | 514,328,000   |                        |     |                       |   | 488,503,800                                  |  |                        | 670,235,000   |                       |    |                   |   | 312,236,930                              | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|Asia           |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|Paiton         |  | Indonesia      |  |                                              |              |                        |     |                       |   |                                              |  |                        | 485,018,000   |                       | 40 | %                 |   | 194,007,200                              | 
|PT Momi        |  | Indonesia      |  |                                              | 17,994,000    |                        | 100 | %                     |   | 17,994,000                                   |  |                        |               |                       |    |                   |   |                                         | 
|PT Adro        |  | Indonesia      |  |                                              |              |                        |     |                       |   |                                             |  |                        |              |                       | 8  | %                 |   |                                         | 
|CBK            |  | Philippines    |  |                                              | 1,424,000     |                        | 100 | %                     |   | 1,424,000                                    |  |                        | 65,625,000    |                       | 50 | %                 |   | 32,812,500                               | 
|TECO           |  | Thailand       |  |                                              |              |                        |     |                       |   |                                             |  |                        | 214,119,000   |                       | 25 | %                 |   | 53,529,750                               | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|               |  |                |  |                                              | 19,418,000    |                        |     |                       |   | 19,418,000                                   |  |                        | 764,762,000   |                       |    |                   |   | 280,349,450                              | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|Australia      |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|Loy Yang B     |  | Australia      |  |                                              | 178,531,000   |                        | 100 | %                     |   | 178,531,000                                  |  |                        |               |                       |    |                   |   |                                         | 
|Valley Power   |  | Australia      |  |                                              | 16,250,000    |                        | 80  | %                     |   | 13,065,000                                   |  |                        |               |                       |    |                   |   |                                         | 
|Kwinana        |  | Australia      |  |                                              | 38,914,000    |                        | 70  | %                     |   | 27,239,800                                   |  |                        |               |                       |    |                   |   |                                         | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|               |  |                |  |                                              | 233,695,000   |                        |     |                       |   | 218,835,800                                  |  |                        |              |                       |    |                   |   |                                         | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|New Zealand    |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|Contact Energy |  | New Zealand    |  |                                              | 755,524,000   |                        | 51  | %                     |   | 385,317,240                                  |  |                        |               |                       |    |                   |   |                                         | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|               |  |                |  |                                              | 755,524,000   |                        |     |                       |   | 385,317,240                                  |  |                        |              |                       |    |                   |   |                                         | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|Americas       |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|Eco Electrica  |  | Puerto Rico    |  |                                              |              |                        |     |                       |   |                                             |  |                        | 234,896,000   |                       | 50 | %                 |   | 117,448,000                              | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|               |  |                |  |                                              |              |                        |     |                       |   |                                             |  |                        | 234,896,000   |                       |    |                   |   | 117,448,000                              | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|Non Project    |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 
|Total          |  |                |  | $                                            | 1,522,965,000 |                        |     |                       | $ | 1,112,074,840                                |  | $                      | 1,669,893,000 |                       |    |                   | $ | 710,034,380                              | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 

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