Exhibit 10.5

EDISON MISSION ENERGY  BV SALE SEVERANCE PLANAUSTRALIA

---



TABLE OF CONTENTS

|           |      |                                    |                                                    | Page
|---------- | ---- | ---------------------------------- | -------------------------------------------------- | ----
|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  |      | PAYMENT OBLIGATIONS                |                                                    | 7   
|           | 6.1  |                                    | Liability for Payment                              |     
|           | 6.2  |                                    | Payment of Obligations Absolute                    |     
|           | 6.3  |                                    | Unsecured General Creditor                         |     
|           | 6.4  |                                    | Relationship to Other Plans                        |     
|           | 6.5  |                                    | Other Benefit Plans                                |     
|ARTICLE 7  |      | RESOLUTION OF DISPUTES             |                                                    | 8   
|           | 7.1  |                                    | Claim                                              |     
|           | 7.2  |                                    | Claim Decision                                     |     
|           | 7.3  |                                    | Request for Review                                 |     
|           | 7.4  |                                    | Review of Decision                                 |     
|ARTICLE 8  |      | RESOLUTION OF DISPUTESARBITRATION |                                                    | 8   
|           | 8.1  |                                    | General                                            |     
|           | 8.2  |                                    | Arbitration of Claims                              |     
|           | 8.3  |                                    | Discovery                                          |     
|           | 8.4  |                                    | Subpoenas                                          |     
|           | 8.5  |                                    | Designation of Witnesses                           |     
|ARTICLE 9  |      | SUCCESSORS AND ASSIGNMENT          |                                                    | 10  
|           | 9.1  |                                    | Successors to the Company                          |     
|ARTICLE 10 |      | ADMINISTRATION OF THE PLAN         |                                                    | 10  
|           | 10.1 |                                    | Committee Action                                   |     
|           | 10.2 |                                    | Powers and Duties of the Committee                 |     
|           | 10.3 |                                    | Construction and Interpretation                    |     
|           | 10.4 |                                    | Information                                        |     
|           | 10.5 |                                    | Compensation, Expenses and Indemnity               |     
|           |      |                                    |                                                    |     

i

---



|ARTICLE 11 |       | MISCELLANEOUS |                                                | 11
|---------- | ----- | ------------- | ---------------------------------------------- | --
|           | 11.1  |               | Release Agreement                              |   
|           | 11.2  |               | Term of the Plan                               |   
|           | 11.3  |               | Notice of Termination                          |   
|           | 11.4  |               | Beneficiaries                                  |   
|           | 11.5  |               | Payments on Behalf of Persons Under Incapacity |   
|           | 11.6  |               | Gender and Number                              |   
|           | 11.7  |               | Severability                                   |   
|           | 11.8  |               | Modification                                   |   
|           | 11.9  |               | Notice                                         |   
|           | 11.10 |               | Applicable Law                                 |   
|           | 11.11 |               | No Sale Obligation                             |   

ii

---





EDISON MISSION ENERGY  BV SALE SEVERANCE PLANAUSTRALIA    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Australia" (the "Plan"). This Plan will become effective on and from February 19, 2004 (the "Effective Date").

1.2    Purpose of the Plan.The purpose of this Plan is to provide key employees of the Employers (as defined
below) 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 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 defined below) or by the key employees for Good Reason (as defined below) during the term of the Plan.

ARTICLE 2  DEFINITIONS

In addition to the defined terms above, whenever used in this Plan, the following terms shall have the meanings set out below unless the context clearly indicates
to the contrary:



1

---





2

---







3

---





ARTICLE 3  PARTICIPATION

3.1    Participation.The Company's management, in its sole discretion, shall determine those employees of an
Employer who are eligible to be Participants in the Plan and the Severance Benefits which each Participant may become eligible to receive under the Plan. An employee who is eligible to become a
Participant will only become a Participant once he or she has promptly signed and returned to the Company a participation agreement in the form provided by the Company (a "Participation Agreement") in
accordance with the requirements set out in the Participation Agreement. The Participation Agreement shall set forth when the Participant will become eligible for Severance Benefits under the Plan,
the definitions of the components of the Severance Benefits to which the Participant may become entitled, the Participant's Minimum Benefit Percentage, if applicable, and additional details about the
Plan.

3.2    Termination of Employment.Notwithstanding anything else contained in the Plan to the contrary, a
Participant shall be deemed not to have terminated employment for the purposes of this Plan if he or she accepts employment with and commences employment as an employee of another entity that falls
within the definition of Employer, unless local laws otherwise provide.

3.3    Benefit Offset.Notwithstanding anything else contained in the Plan 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 local law, 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 in the Plan to the contrary, to the
extent permitted by law a Participant shall have no right to Severance Benefits under the Plan where, prior to the payment or delivery (or commencement of payment or delivery, as the case may be) of
Severance Benefits, the Participant becomes re-employed by his or her previous Employer or employed by another Employer. Notwithstanding anything else contained in the Plan to the
contrary, a Participant's right to continuing or additional Severance 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 previous Employer or employed by another Employer. If a Participant is so employed and that employment is
subsequently terminated and the Participant again becomes entitled to Severance Benefits under this Plan in connection with such later termination of

4

---



employment,
any 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 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 11.9 of this Plan.

ARTICLE 4  SEVERANCE BENEFITS

4.1    Right to Severance Benefits.Subject to Section 11.1, 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 the 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.



5

---





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 6.1, any Outplacement Benefits and Non-Cash Severance Benefit, as applicable to the Participant,
shall be paid in accordance with the terms set out 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 or any of their respective subsidiaries or affiliates, may legally be required to withhold with
respect to such payment (including, without limitation, any amounts required to be withheld under PAYG Withholding and any United States

6

---



Federal
taxes, and any other foreign, state, city, or local taxes). Each Participant and Beneficiary shall be solely responsible for all income taxes arising in connection with participation in this
Plan or benefits hereunder.

ARTICLE 6  PAYMENT OBLIGATIONS

6.1    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
Severance Benefits payable under Article 4 hereof, the Company, for and on behalf of the Participant's Employer, shall be liable for the payment of Severance Benefits under this Plan with
respect to each Participant.

6.2    Payment of Obligations Absolute.Subject to Sections 11.1, 3.3 and 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. All amounts payable by the Company under the Plan shall be paid without notice or
demand. Each and every payment made under the Plan 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 Sections 3.3 and 3.4 and Article 8 and subject to the Participant's compliance with Section 11.1 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.

6.3    Unsecured General Creditor.No assets of the Company or any of its Subsidiaries or affiliates shall be held
under any trust, or held in any way as collateral security for the fulfilling of the obligations of the Company or any of its Subsidiaries or affiliates under this Plan. Any and all of the Company,
its Subsidiaries and affiliates' assets shall be, and remain, the general unpledged, unrestricted assets of that entity. The Company and any of its Subsidiaries or affiliates' obligations under this
Plan shall be merely that of an unfunded and unsecured promise of the Company, its Subsidiaries or affiliates to pay money in the future, and the rights of the Participants and Beneficiaries shall be
no greater than those of unsecured general creditors.

6.4    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,
policy 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.

6.5    Other Benefit Plans.Unless otherwise required by law, all payments, benefits and amounts provided under
this Plan shall be in addition to and not in substitution for any superannuation or pension rights under the Company's or other Employer's superannuation or tax-qualified pension plan in
which the Participant participates, and any disability 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

7

---



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.

ARTICLE 7  RESOLUTION OF DISPUTES

7.1    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.

7.2    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 out: (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 7.3.

7.3    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 authorised representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee.

7.4    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 8  RESOLUTION OF DISPUTESARBITRATION

8.1    General.A Participant or Beneficiary must complete the claims procedure described in Article 7
before submitting any dispute or difference arising out of or in connection with this Plan to arbitration as described below in this Article 8.

8.2    Arbitration of Claims.Unless superseded by express provision in the Participant's Participation Agreement,
the Company, the Participant, and the Participant's Employer hereby consent to the resolution by mandatory and binding arbitration of all disputes or differences arising out of or in connection with
this Plan 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. It is further agreed that the award made by the arbitrator on any dispute or difference which is referred to for arbitration
in accordance with this Article 8, shall be final and binding upon the Company, the

8

---



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, including the reasonable fees and expenses of the legal representative for the Participant, shall be paid and borne by the Company or the Participant's
Employer; provided, however, that if the arbitrator determines that the Participant did not commence the arbitration in good faith and had no reasonable basis therefor or that the Participant failed
to comply with Section 11.1 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 single arbitrator and, subject to the provisions of this
Article 8, the Commercial Arbitration Act 1984 (Vic) (the "Act") shall apply to the reference to arbitration. The arbitration shall be held in Melbourne in the State of Victoria, Australia or
at such other location as all the parties may mutually agree. Pre-hearing and post-hearing procedures may be held by telephone or in person as the arbitrator directs to be
appropriate or convenient.

Any
party wishing to refer a dispute or difference to arbitration must give to each of the other parties at least 30 days prior to the reference a notice in writing:



At
the expiration of the 30 day notice period any party may refer the dispute to arbitration in accordance with this Article 8.

If
within the 30 day notice period the parties cannot agree on an arbitrator, then any party may request the chairman for the time being of the Victorian Bar Council, whose
current address is care of Level 2, Douglas Menzies Chambers, 180 William Street, Melbourne, Victoria, 3000, Australia to nominate an arbitrator. The nominee must be a practising barrister or
solicitor who has attained the rank of Queen's Counsel or Senior Counsel and who has a general commercial law practice.

In
making any determination for the purposes of the arbitration the arbitrator shall interpret this Plan, any applicable Company or Employer policy or rules and regulations according to
applicable law. 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
shall have exclusive jurisdiction to resolve any dispute or difference 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 the power to entertain an application by any party to dismiss or strike out any claim made in the arbitration or an application for summary judgment. In
entertaining such application and making a determination in respect of it the arbitrator is required to have regard to the Supreme Court (General Civil Procedure) Rules 1996 (Vic). 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.

8.3    Discovery.Each party shall have the right and 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 requests for production of
documents or other discovery shall be submitted to the arbitrator for directions.

9

---



8.4    Subpoenas.Any party shall have the right to obtain from the court an order requiring a person to attend for
examination before the arbitrator or requiring a person to so attend and to produce to the arbitrator the document or documents specified in the court's order.

8.5    Designation of Witnesses.Unless otherwise directed or ordered by the arbitrator at least thirty calendar
days before the arbitration, the parties must exchange lists of witnesses, including any expert(s), and copies of all witness statements and exhibits intended to be used at the arbitration.

Unless
otherwise agreed in writing by all the parties:



ARTICLE 9  SUCCESSORS AND ASSIGNMENT

9.1    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 or affiliate 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.

ARTICLE 10  ADMINISTRATION OF THE PLAN

10.1    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.

10.2    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

10

---



necessary
to accomplish its purposes, including, but not by way of limitation, the power and authority to do the following:



10.3    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.

10.4    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.

10.5    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 authorised by the Board. The Committee is authorised 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 wilful 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 11  MISCELLANEOUS

11.1    Release Agreement.Notwithstanding anything else contained herein to the contrary, the Company, its
Subsidiaries or affiliates' obligation to pay Severance Benefits to a Participant is subject to the condition precedent that the Participant execute a valid and effective Release Agreement in the

11

---



form
attached to the Participant's Participation Agreement (or such other form as the Committee may require)andsuch executed agreement is received by
the Company no later than 60 days after the Participant's Severance Dateandis not revoked by the Participant or otherwise rendered
unenforceable by the Participant.

11.2    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 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 the Company or any of its Subsidiaries or affiliates.

11.3    Notice of Termination.In signing the Participation Agreement, the Participant agrees that the
Participant's employment with the Employer is terminable by either party providing 4 weeks' notice of termination where the employee is under 45 years of age or 5 weeks' notice of termination
where the employee is 45 years of age or over and has at least 2 years' continuous service with the Employer. 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.

11.4    Beneficiaries.Subject to the other provisions of this Section 11.4, 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

12

---



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, 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.

11.5    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 for the payment 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 the Employers.

11.6    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.

11.7    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.

11.8    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 authorised member of the Committee (or the
Board) or its designee or legal representative.

11.9    Notice.For purposes of this Plan, and unless otherwise required by law, 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 recognised
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.

11.10    Applicable Law.This document is governed by and is to be construed in accordance with the law in force in
the State of Victoria, Australia and the parties agree to submit to the non-exclusive jurisdiction of the Courts in the State of Victoria, Australia.

11.11    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 and affiliates 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 or affiliates to make or authorise (or to refrain from making or authorising, as the case may be): (a) any adjustment,
recapitalisation, reorganisation or other change in capital structure or business; (b) any merger,

13

---



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.

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

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

14

---



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                              | 
|               |  |                |  |                                              |               |                        |     |                       |   |                                              |  |                        |               |                       |    |                   |   |                                          | 

15

---



QuickLinks