Exhibit 10.3

EDISON MISSION ENERGY  BV SALE INCENTIVE PLANAUSTRALIA

1.Establishment of the Plan.Edison Mission Energy, a Delaware
corporation (the "Company"), hereby establishes this BV Sale Incentive PlanAustralia (the "Plan"), effective as of February 19, 2004 (the "Effective Date"), for the benefit of
certain key employees of the Company and certain of its Subsidiaries (as defined below) and affiliates.

2.Purpose.The Board of Directors (the "Board") of the Company
has determined that it is in the best interest of the Company and its shareholder to pursue the possibility of accomplishing one or more transactions (together, as defined below, the "Covered
Transaction") which would result in a sale or other disposition of all or substantially all of MEC International BV (the "BV"). In that connection, the Board believes that it is in the best interests
of the Company and its shareholder that the Participants (as defined below), who are among the key employees of the Company and certain of its Subsidiaries and affiliates, remain in their Employer's
employ during the period in which the Board is pursuing the Covered Transaction, be provided with additional incentives to develop the most desirable alternatives for the Company and its shareholder
and be eligible to receive certain bonuses for their efforts in developing such transaction and putting the Company in a position where its shareholder may receive the benefits of a disposition of BV.
Therefore, in order to accomplish these objectives, the Board has caused the Company to establish this Plan. For purposes of the Plan, the assets of the BV will be deemed to include the interest of
Mission Energy Wales (U.S.) ("MEW U.S.") in the Mission Hydro Ltd. Partnership (UK) ("Mission Hydro").

3.Defined Terms.For purposes of the Plan, the following terms
(in addition to the defined terms set out above) shall have the meanings indicated:



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4.Administration.



5.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, the Base Salary Multiplier (or the applicable formula for determining the Base Salary
Multiplier, as applicable) applicable to each Participant and the Sale Bonus Payment Scheme applicable to each Participant. In order to participate in the Plan, each employee who is eligible to be a
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 out the Participant's Base Salary
Multiplier (or the applicable formula for determining the Base Salary Multiplier, as applicable), designated Sale Bonus Payment Scheme and additional details about the Plan.

6.Sale Bonus Trigger; Effect of Termination of Employment.



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7.Amount of Sale Bonus.In the event that a Participant becomes
entitled to receive a Sale Bonus, the amount of such Participant's Sale Bonus shall be determined by multiplying the Participant's highest annualised rate of Base Salary in effect at any time during
the 24-month period preceding the Closing Date of the last transaction resulting in a Covered Transaction by the Participant's applicable Base Salary Multiplier. Each Participant's Base
Salary Multiplier (or the applicable formula for determining the Base Salary Multiplier, as applicable) shall be set out in the Participant's Participation Agreement. Following consummation of a
Covered Transaction, determinations of ANSP (including, without limitation, the determination of value in U.S. dollars of any non-cash consideration and the value in U.S. dollars of any
consideration not expressed in U.S. dollars) shall be made by the Board in good faith, whose good faith determination will be binding.

8.Payment of Sale Bonus.If a Participant becomes entitled to
receive a Sale Bonus, the manner and timing of the payment of such Sale Bonus shall be determined in accordance with the following rules. The Company's management, in its sole discretion, shall
determine which of the following Sale Bonus Payment Schemes, either Payment Scheme One set out in subsection (a) or Payment Scheme Two set out in subsection (b), shall apply to each
Participant. The applicable Payment Scheme shall be set out in the Participant's Participation Agreement.



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

10.Arbitration



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11.Miscellaneous



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

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

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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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