Exhibit 10.104

SEPARATION AGREEMENT

This Separation Agreement ("Agreement"), is entered into by and between William J. Heller ("WJH"), an individual, and Edison Mission Energy ("EME"), a Delaware
corporation. This Agreement will be considered effective at the close of business on July 31, 2002, provided it is executed by WJH no later than that date and it is not revoked by WJH within
seven days after he signs it.

RECITALS

WHEREAS, WJH is currently employed as President and Chief Executive Officer of EME;

WHEREAS,
WJH and EME have mutually agreed that WJH will resign as an officer and as an employee of EME; and

WHEREAS,
EME and WJH (collectively, the "Parties") wish to compromise, resolve, settle, and terminate any dispute or claim with respect to WJH's employment or the termination of his
employment with EME and its affiliates;

NOW,
THEREFORE, in consideration of the mutual agreements and covenants of the Parties herein contained, and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the Parties do hereby agree as follows:

1.    WJH
will irrevocably resign as an officer of, and terminate employment with, EME and its affiliates by executing the letter attached hereto as Exhibit A and
incorporated herein by reference. WJH's resignation and employment termination will be effective at the close of business on July 31, 2002 ("Separation Date").

2.    WJH
will receive the benefits as provided in this Section 2, subject to approval by the EME Board of Directors and the Edison International Compensation and
Executive Personnel Committee.





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3.    WJH
acknowledges that he is in possession of confidential information, including trade secret and business information, not publicly available concerning EME and its
affiliates. WJH specifically agrees that he will not at any time, in any fashion, form, or manner, use or divulge, disclose or communicate to any person, firm, or corporation, in any manner
whatsoever, any information not publicly available concerning matters affecting or
relating to the business of EME and its affiliates that has come to his attention during his employment with Edison International and EME, unless authorized in writing by the General Counsel of EME,
or required by law. Before making any legally required disclosure, WJH shall give EME as much advance written notice as possible. WJH agrees that any violation of this Paragraph 3 shall
constitute a material breach of this Agreement and that EME shall be entitled to injunctive interim relief pending arbitration to halt and/or prohibit any actual or threatened use, disclosure,
publication, or circulation of the information protected by this Paragraph 3.

4.    WJH
acknowledges and understands that the confidentiality of this Agreement is of the utmost concern to EME, and that this Agreement would not have been entered into by
EME without his promise to keep such matter confidential. Accordingly, WJH agrees that the terms and conditions of this Agreement and the Agreement document itself will remain confidential until
public disclosure is made pursuant to Security and Exchange Commission rules; provided, however, that WJH may disclose the agreement to his family and his legal and financial advisors who will also be
advised of its confidentiality and who will agree to be bound by this confidentiality agreement.

5.    WJH
and EME expressly agree that, except to the extent this Agreement imposes obligations upon the Parties, this Agreement will never, at any time, for any purpose
whatsoever, be considered as an admission of liability or responsibility of the Parties or either of them. Moreover, neither this Agreement nor anything in this Agreement will be construed to be or
will be admissible in any proceeding as evidence of or an admission by EME or its affiliates, of any violation of its or their policies or procedures, or of state or federal laws or regulations. This
Agreement may be introduced, however, in any proceeding to enforce the terms of the Agreement. Such introduction must be pursuant to an order protecting the confidentiality of this Agreement.

6.    EME
may withhold from any compensation or benefits payable under this Agreement all federal, state and other taxes as may be required pursuant to any law or governmental
regulation or ruling. WJH agrees that he will be exclusively liable for the payment of all federal, state and other taxes which may be due from him as the result of the consideration received under
the terms of this Agreement.

7.    Any
controversy or claim arising out of or relating to this Agreement or breach thereof which cannot be resolved by the Parties will be settled by arbitration to be held
in the County of Los Angeles in accordance with the Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The arbitrator shall be selected as follows: if the Parties cannot agree on an arbitrator, AAA shall then provide the names of nine available arbitrators experienced in business
employment matters along with their resumes and fee schedules. EME and WJH may strike all names on the list either deems unacceptable. If more than one name remains on the list acceptable to both EME
and WJH, the Parties shall strike names alternately until only one remains. The party who did not

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initiate the claim shall strike first. If no name remains on the list acceptable to both EME and WJH, AAA shall furnish an additional list or lists until an arbitrator is selected. The Parties will
equally divide the arbitrator's fee. In the event that there is an adversarial proceeding, or proceedings as referenced herein, arising out of the subject matter of this Agreement or the breach or
alleged breach of this Agreement, or to enforce or interpret this Agreement, the prevailing party will recover against the other party reasonable attorneys' fees, expenses and costs, including its
one-half share of the arbitrator's fee, incurred in connection with such proceedings.

8.    Neither
this Agreement nor any right or interest hereunder will be assignable by WJH without EME's prior written consent. Nothing herein will restrict WJH's right to
designate beneficiaries under any of the plans in which he is a participant, provided such designations are not prohibited by the applicable plan documents and are otherwise lawful, or to transfer
rights to income to any trust or other entity which he may establish for estate
planning purposes. Except as required by law, no right to receive payments under this Agreement will be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge,
or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt to effect such action will be null, void and of no effect.

9.    No
provision of this Agreement may be amended, modified or waived except by written agreement signed by the Parties.

10.  Benefits
that have accrued and vested under the terms and conditions of the Southern California Edison Company Retirement Plan and Stock Savings Plus Plan and the Edison
International Affiliate Option Deferred Compensation Plan are unaffected by this Agreement. With that exception, WJH, on his own behalf, and on behalf of his descendants, dependents, heirs, executors,
administrators, assigns and successors, as such, does hereby covenant not to sue and acknowledges complete satisfaction of and hereby releases, absolves and discharges Edison International, EME and
their successors and assigns, subsidiaries, divisions and affiliated corporations, past and present, and their directors, officers, shareholders, agents, attorneys, insurers, employees, benefit plans,
and administrators, trustees and other fiduciaries of such plans, past and present, and each of them, as such (hereinafter in this Agreement collectively referred to as "Releasees") with respect to
and from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, attorneys' fees, damages, judgments, orders and
liabilities of whatever kind or nature, known or unknown, in law, equity or otherwise, without any exception whatsoever, which WJH now owns or holds or has at any time heretofore owned or held, as
against said Releasees, or any of them, arising out of or in any way concerning the events and/or circumstances surrounding his employment with Edison International or EME, or separation therefrom.
This release includes, but is not limited to, any and all claims WJH may have under:



WJH
acknowledges that this release expressly applies to claims of the type asserted in the actions entitledJames V. Iaco v. Edison Mission Energy, and Edison
International, LASC BS071131 and LASC BC276653.

11.  WJH
understands and expressly agrees that the release given by him in Section 10, above, without any exception whatsoever (except as specifically provided in the
first clause of the second sentence therein), extends to all claims, injuries, damages or losses to his person and property, whether known, unknown, foreseen, patent or latent, which
he may have against the Releasees or any of them, arising out of or in any way concerning the events and/or circumstances surrounding his employment with Edison International or EME, or separation
therefrom; and, in respect thereto, WJH specifically and expressly waives all the rights he might have under SECTION 1542 of the CALIFORNIA CIVIL CODE which provides as follows:



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12.  WJH
agrees not to initiate, participate, or aid, in any way, in any lawsuit or proceeding upon any claim released by him under Paragraph 10 of this Agreement. WJH
acknowledges that a violation of the promise in the preceding sentence will be a material breach of this Agreement. This Paragraph 12 shall not prohibit WJH from participating in an
investigation or proceeding regarding any such claim if he is requested to do so by a state or federal agency. But, before participating, WJH shall promptly notify EME in writing of any such state or
federal agency request.

13.  In
connection with the release of all his rights or claims under the Age Discrimination in Employment Act of 1967, as amended, if any such rights or claims exist, WJH
expressly acknowledges and agrees that:



WJH
may revoke this Agreement by delivering written notice to the Vice President, Human Resources, Edison Mission Energy, 18101 Von Karman Avenue, Irvine, California 92612, no later than
the close of business on the seventh calendar day after he signs the Agreement.

14.  WJH
agrees to indemnify Releasees against, and hold the Releasees harmless from, any and all claims, damages or liabilities, including reasonable attorneys' fees,
sustained by EME and/or any other Releasee as a
result of his breaching the covenants, warranties, and representations undertaken by him under the provisions of this Agreement.

15.  This
Agreement will be deemed to have been entered into in the State of California and all questions concerning the validity, interpretation or performance of any of its
terms or provisions, or of any rights or obligations of the Parties hereto, will be governed and resolved in accordance with the laws of the State of California. Furthermore, no provision of this
Agreement is to be interpreted for or against either party because that party, or his legal representative, drafted such provision.

16.  The
Parties agree that either of them has had the right throughout the entire period of any employment relationship between them to terminate that relationship at any
time with or without cause, and that nothing in this Agreement creates or is evidence of an employment contract between WJH and any Releasee. Except as otherwise may be provided herein, WJH agrees to
return all property, documents, and information belonging to EME or any of its affiliates by the close of business on July 31, 2002, his last actual day at work. Except as provided in this
Agreement, no Releasee shall have any further obligation whatsoever to WJH, and WJH shall have no further obligation to any Releasee in connection with or arising from any employment relationship that
may have existed between EME, any of their affiliates, or any other Releasee, on the one hand, and WJH, on the other hand, before that date, and no such employment relationship shall be resumed at any
time in the future.

17.  WJH
represents and agrees that he has carefully read and understands this Agreement, and agrees that neither EME, nor any officer, agent or employee of EME or any other
Edison International affiliate, has made any representations other than those contained herein. Further WJH and EME expressly agree that they have entered into this Agreement freely and voluntarily
and without pressure or coercion from another party or from their respective officers, agents, employees, or anyone else acting on their behalf. WJH further expressly agrees that prior to the
execution of this Agreement, he was advised to seek independent legal advice concerning the terms, conditions and effect of this Agreement.

18.  WJH
and EME represent and agree that this Agreement contains the entire agreement and understanding between the Parties hereto concerning WJH's employment with and
separation of employment from EME, and other subject matters addressed herein. WJH and EME further represent and agree that this Agreement supersedes and replaces all prior negotiations and
agreements, proposed or otherwise, whether written or oral, including without limitation WJH's employment letter dated November 16, 1995, concerning the subject

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matter hereof, and that this is an integrated agreement, the terms of which are contractual in nature and not a mere recital.

19.  If
any provision of this Agreement or the application thereof is held invalid, the invalidity will not affect other provisions or applications of this Agreement which
can be given effect without the invalid provisions or applications, and to this extent, the provisions of this Agreement are declared to be severable.

20.  This
Agreement may be executed in counterparts, and each counterpart, when executed, will have the efficacy of a signed original. Photographic copies of such signed
counterparts may be used in lieu of the original for any purpose.

IN
WITNESS WHEREOF, the Parties have executed this Agreement on the dates opposite their signatures.

I
declare under penalty of perjury under the laws of the State of California that I have carefully read the foregoing Agreement and know and fully understand the terms and contents
thereof and I accept and agree to the provisions it contains and hereby execute it voluntarily and as my own free act with full understanding of its consequences.

|DATED: [July 18, 2002] |  |                      |    | /s/W. J. HELLERWilliam J. Heller
|---------------------- |  | -------------------- | -- | --------------------------------
|at                     |  | [Irvine, California] | .. |                                 

I warrant and represent that I have the authority to execute this Agreement on behalf of Edison Mission Energy.

|                       |  |                   |    |                       |        |  | EDISON MISSION ENERGY                    
|---------------------- |  | ----------------- | -- | --------------------- | ------ |  | -----------------------------------------
|DATED: [July 29, 2002] |  | By                |    | /s/RAYMOND W. VICKERS
|                       |  |                   |    |                       | Title: |  | [Senior Vice President & General Counsel]
|at                     |  | [Irvine, CA, USA] | .. |                       |        |  |                                          

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SPOUSE'S STATEMENT

I have carefully read the foregoing Agreement and I know and fully understand the terms and contents thereof. I understand that California is a community property
state and to the extent I now or in the future may have any right, title or interest in anything released, bargained for, received, or agreed to in the Agreement, I hereby expressly agree to be
completely bound by all provisions of the Agreement. I have signed this statement as my own free act.

|DATED: [July 22, 2002] |  |                    |  | /s/BETH MOSS HELLERSpouse
|---------------------- |  | ------------------ |  | -------------------------
|at                     |  | [London, England]. |  |                          
|WITNESSED BY:          |  |                    |  |                          
|DATED: [7-22-02]       |  |                    |  | [Illegible]              

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Exhibit A

Edison
Mission Energy
18101 Von Karman Avenue
Irvine, California 92612



This
is to advise you that effective at the close of business on July 31, 2002, I hereby irrevocably and voluntarily terminate my employment and resign as President and Chief
Executive Officer of Edison Mission Energy. I also resign as of that date from any other appointed or elected positions I may hold at any affiliated company.

I
will not seek reemployment with Edison Mission Energy or any of its affiliates.

|                                        |  | Sincerely yours,                
|--------------------------------------- |  | --------------------------------
|                                        |  | /s/W. J. HELLERWilliam J. Heller
|AGREED TO AND ACCEPTED BY               |  |                                 
|/s/RAYMOND W. VICKERSRaymond W. Vickers |  | DATE: [July 29, 2002]           

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Exhibit B

Edison International Nonqualified Stock Options
and Dividend Equivalents

Grant Date

Vested Options
#

Exercise Price
$1/2/96

26,750

17.6251/2/97

28,000

19.751/2/98

33,100

27.251/4/99

113,200

28.1255/30/02

20,756

18,725


Expiration Date: August 1, 2003.

Note:
The 1/2/96 and 1/2/97 option grants include dividend equivalents that will payout when the option is exercised, or when the option expires unexercised.

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Exhibit C

Edison International Performance Shares

Grant Date

Vested Units
#01/03/00

1,79501/02/01

7,90301/02/02

6,482


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Exhibit D

Edison International Retention Incentives

Grant Date

Vested Units
#2001

15,457


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Exhibit E

Edison International Stock Option Retention Exchange
Deferred Stock Units

Grant Date

Vested Units
#11/29/01

21,933


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