AGREEMENT

                                  BY AND AMONG

                                Edward R. Muller

                              Edison Mission Energy

                                       AND

                              Edison International

                          (As To Certain Sections Only)

                                JANUARY 17, 2000


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                                TABLE OF CONTENTS

                                                                         Page

ARTICLE 1:        DEFINITIONS; INTERPRETIVE MATTERS........................1
Section 1.01      Definitions..............................................1
Section 1.02      Interpretive Matters.....................................3

ARTICLE 2:        EMPLOYMENT AND COMPENSATION..............................4
Section 2.01      Resignation..............................................4
Section 2.02      Further Assurances.......................................4
Section 2.03      Effect of Resignation....................................4
Section 2.04      Compensation and Benefits................................4
Section 2.05      Withholding..............................................7
Section 2.06      Company Property.........................................7
Section 2.07      Releases.................................................8

ARTICLE 3:        CONSULTING...............................................8
Section 3.01      Consulting Services......................................8
Section 3.02      Compensation.............................................8
Section 3.03      Expense Reimbursement...................................10
Section 3.04      Indemnity...............................................10
Section 3.05      Relationship Between Parties............................10
Section 3.06      Limitations on Authority................................11
Section 3.07      Early Termination.......................................11

ARTICLE 4:        ADDITIONAL COVENANTS OF EXECUTIVE.......................12
Section 4.01      Confidentiality.........................................12
Section 4.02      Stock Activity..........................................14
Section 4.03      Non-Competition.........................................15
Section 4.04      Non-Solicitation; Non-Disparagement;
                  Non-Interference........................................16
Section 4.05      Ownership of Works......................................17
Section 4.06      Cooperation With Legal Process..........................17

ARTICLE 5:        GENERAL PROVISIONS......................................18
Section 5.01      Opportunity to Review With Counsel......................18
Section 5.02      Choice of Law...........................................18
Section 5.03      Remedies................................................18
Section 5.04      Severability............................................18
Section 5.05      No Amendment; Entire Agreement; No Waiver...............19
Section 5.06      Right Of Offset.........................................19
Section 5.07      Parties of Interest.....................................19
Section 5.08      Notices.................................................19
Section 5.09      Counterparts............................................20
Section 5.10      Publicity...............................................20

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                                                                        Page
Section 5.11      Headings................................................20
Section 5.12      Attorneys Fees..........................................20
Section 5.13      Further Assurances......................................20
Section 5.14      Additional Covenants of the Company.....................20
Section 5.15      Dispute Resolution......................................20
Section 5.16      Approvals...............................................21

SCHEDULE OF ADDRESSES

SCHEDULE OF DEFERRED COMPENSATION

SCHEDULE OF OTHER TERMINATED BENEFITS

SCHEDULE OF POSITIONS

SCHEDULE OF RETIREMENT BENEFITS

SCHEDULE OF VESTED OPTIONS

FORM OF GENERAL RELEASE

FORM OF AGE DISCRIMINATION RELEASE

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                                    AGREEMENT

     THIS AGREEMENT ("Agreement") is entered into as of January 17, 2000 by and
among Edward R. Muller (the "Executive"), Edison Mission Energy, a California
corporation (the "Company"), and, as to Sections 2.04(d)(in respect of options
for Parent company stock) and 3.02(d), Edison International, a California
corporation (the "Parent").

                                    RECITALS

     WHEREAS, the Executive is currently employed as the President and Chief
Executive Officer of the Company; and

     WHEREAS, the Executive and the Company have mutually agreed that Executive
will resign from his full-time position at the Company; and

     WHEREAS, the Company desires to retain certain consultant services of
Executive as described and for the term set forth herein;

     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.

                  Article 1: DEFINITIONS; INTERPRETIVE MATTERS

     SECTION 1.01 DEFINITIONS. As used herein the following terms have the
following meanings:

     (a) "Affiliate" means, with respect to a specified Person, any Person that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person.

     (b) "Agreement" has the meaning specified in the introductory paragraph of
this Agreement.

     (c) "Claims" has the meaning specified in the form of General Releases
attached hereto.

     (d) "Company" has the meaning specified in the introductory paragraph of
this Agreement.

     (e) "Confidential Information" has the meaning specified in Section
4.01(a).

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     (f) "Consulting Services" has the meaning specified in Section 3.01.

     (g) "Consulting Term" means the period commencing on the Effective Date and
ending on the earlier of the second anniversary of the Effective Date or the
date on which the Consulting Term is sooner terminated in accordance with the
provisions hereof, provided that, if the Consulting Term is otherwise terminated
pursuant to Section 3.07(a)(iv), the Consulting Term shall nevertheless be
deemed to continue until its originally scheduled expiration date solely for
purposes of Section 3.02.

     (h) "Deferral Plans" means the Edison International Executive Deferred
Compensation Plan and the Edison International Option Gain Deferral Plan.

     (i) "Effective Date" shall be January 18, 2000.

     (j) "Equity Plans" has the meaning specified in Section 2.04(d).

     (k) "Executive" has the meaning specified in the introductory paragraph of
this Agreement.

     (l) "Group" means two or more Persons which agree to act together for the
purpose of acquiring, holding, voting or disposing of Voting Stock or of
acquiring, holding or disposing of any significant subsidiary, or significant
amount of assets, of the Company or any Affiliate of the Company.

     (m) "Materials" has the meaning specified in Section 4.05.

     (n) "Options" has the meaning specified in Section 2.04(d).

     (o) "Line of Business" means the construction, development, financing,
acquisition, ownership, disposition, operation or maintenance of electrical
power generating facilities and/or the transmission or distribution of
electrical power or natural gas.

     (p) "Parent" has the meaning specified in the introductory paragraph of
this Agreement.

     (q) "Person" means and includes an individual, a partnership, a limited
liability company, a joint venture, a corporation, a trust, an unincorporated
organization, a government or any department or agency thereof or any entity
similar to any of the foregoing.

     (r) "Releasee" has the meaning specified in the form of General Release
attached hereto.

     (s)  "Releasor"  has the meanin  specified in the form of General  Release
attached hereto.

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     (t) "Schedule of Addresses" means the Schedule of Addresses attached hereto
and incorporated herein by reference.

     (u) "Schedule of Deferred Compensation" means the Schedule of Deferred
Compensation attached hereto and incorporated herein by reference.

     (v) "Schedule of Other Terminated Benefits" means the Schedule of Other
Terminated Benefits attached hereto and incorporated herein by reference.

     (w) "Schedule of Positions" means the Schedule of Positions attached hereto
and incorporated herein by reference.

     (x) "Schedule of Retirement Benefits" means the Schedule of Retirement
Benefits attached hereto and incorporated herein by reference.

     (y) "Schedule of Vested Options" means the Schedule of Vested Options
attached hereto and incorporated herein by reference.

     (z) "Voting Stock" means shares of capital stock of the Parent that are
entitled to vote in periodic elections for directors and any shares of capital
stock, or similar securities, of any Affiliate of the Parent which are entitled
to vote in periodic elections for directors or other similar governing board
members.

     (aa) "Works" has the meaning specified in Section 4.05.

     SECTION 1.02 INTERPRETIVE MATTERS. In this Agreement, unless the context
otherwise requires, the singular shall include the plural, the masculine shall
include the feminine and neuter, and vice versa. The terms "includes" or
"including" shall mean "including without limitation." References to a Section,
Article, Exhibit or Schedule shall mean a Section, Article, Exhibit or Schedule
of this Agreement, and reference to a given agreement or instrument shall be a
reference to that agreement or instrument as modified, amended, supplemented and
restated through the date as of which such reference is made. This Agreement and
any documents or instruments delivered pursuant hereto shall be construed
without regard to the identity of the Person who drafted the various provisions
of the same. Each and every provision of this Agreement and such other documents
and instruments shall be construed as though the parties participated equally in
the drafting of the same. Consequently, the parties acknowledge and agree that
any rule of construction that a document is to be construed against the drafting
party shall not be applicable either to this Agreement or such other documents
and instruments.

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                     Article 2: EMPLOYMENT AND COMPENSATION

     SECTION 2.01 RESIGNATION. Effective upon the Company's approval and
execution of this Agreement, Executive does hereby resign from any and all
positions of responsibility or authority at the Company, any subsidiary or
Affiliate of the Company, any other entity in which the Company or any of its
Affiliates has an investment where Executive's position with such entity is
related to such investment, and any division, unit, plan, program, trust, fund,
project or other subdivision established, organized or sponsored by the Company
or any of its subsidiaries or Affiliates or any such other entity, whether such
position is that of an agent, officer, manager, member, partner, executive,
trustee, administrator, director or otherwise, provided that with respect to any
membership that Executive may have on the board of directors or similar
governing board of any publicly traded entity, Executive's resignation shall be
deemed deferred until the Company makes written request therefor. Without
limiting the generality of the foregoing, Executive hereby resigns from all
positions set forth or described in the Schedule of Positions attached hereto
and incorporated herein by reference. Notwithstanding the foregoing, if the
Effective Date is after the date hereof, then between the date hereof and the
Effective Date, Executive shall remain an employee of the Company on
administrative leave, entitled to compensation for such period at his current
base rate of salary and existing fringe benefits, but it is understood that
Executive shall have no authority to bind or to determine or direct any activity
of, or represent, the Company or any of its Affiliates during such period. Upon
the Effective Date, and without any further action by Executive or the Company,
Executive's employment with the Company shall end.

     SECTION 2.02 FURTHER ASSURANCES. To the extent necessary, Executive agrees
from time-to-time, upon the Company's reasonable request, to execute any and all
documents as may be necessary or desirable, in the reasonable and good faith
judgment of the Company or any of its Affiliates, to further confirm and/or
effectuate the aforesaid resignations.

     SECTION 2.03 EFFECT OF RESIGNATION. Executive and the Company agree that
the resignation contained herein arises from the mutual agreement of the
Executive and the Company, resulting in a cessation of Executive's continued
employment. Accordingly, such resignation shall not be construed or deemed to be
a termination of Executive's employment by the Company, whether with or without
cause, or to constitute or be deemed to be any breach of any employment or other
obligation or duty by either the Executive or by the Company or any of its
Affiliates, whether express or implied, for any purpose, provided that for
purposes of construing the provisions of any employee benefit plan in which
Executive has been a participant, Executive's resignation shall be given the
same effect as a termination without cause.

     SECTION 2.04 COMPENSATION AND BENEFITS. Executive hereby agrees that the
following, together with amounts that shall be payable to Executive under
Article 3 hereof in respect of Executive's Consulting Services, accurately
reflect all of the compensation,

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benefits or perquisites payable or otherwise to be provided to Executive by
the Company and its Affiliates on and after the Effective Date as a result of
Executive's employment by and separation from the Company and its Affiliates and
that Executive is not entitled to any other compensation, benefits, or
perquisites except as set forth in this Agreement:

     (a) Salary. On the Effective Date, Executive will receive accrued base
salary from the end of the immediately preceding payroll period for which
payment has been made through the Effective Date.

     (b) Accrued Vacation. On the Effective Date, the Company will pay Executive
such amounts as are due Executive for accrued and unused vacation time in
accordance with the Company's usual policies. After the Effective Date,
Executive will not accrue or be paid for vacation time in connection with his
provision of consulting services to the Company.

     (c) Executive Incentive Compensation Plan. On the Effective Date, the
Company will pay Executive a bonus amount for the 1999 year under the Company's
Executive Incentive Compensation Plan equal to a gross amount, before
withholding, of Three Hundred Forty-Seven Thousand Two Hundred Fifty Dollars
Exactly ($347,250). Executive shall not be entitled to any further payments
under the Company's Executive Incentive Compensation Plan, including for any
period after 1999. Nothing in this paragraph shall create any inference or
expectation regarding bonuses actually to be paid to participants in such Plan
for the 1999 year, which may be above or below target amounts for individuals or
in the aggregate.

     (d) Options. For purposes of the vesting of any unvested awards previously
made to Executive under the Edison International Equity Compensation Plan or
under the Edison International Management and Officer Long-Term Incentive
Compensation Plans (the "Equity Plans"), Executive's employment by the Company
shall be given the same effect as if Executive had remained regularly employed
through the Effective Date. Executive and the Company agree that, as of the
Effective Date, Executive's vested options to acquire stock of the Parent and
vested phantom options in respect of the Company will be as set forth in the
Schedule of Vested Options attached hereto and incorporated herein by reference
(the "Options"). From and after the Effective Date, the Executive shall no
longer be eligible for grants of any awards under the Equity Plans or under any
other long-term incentive plan of the Company or its Affiliates, and except as
set forth in Section 3.02, all unvested awards shall terminate as of the
Effective Date. On March 16, 2000, the Company shall pay to Executive, by wire
transfer in accordance with Executive's reasonable written instructions given at
least forty-eight (48) hours in advance, a gross amount, before withholding,
that is equal to the difference between $471.0642 per phantom share and the
pertinent exercise price of such share as shown on the Schedule of Vested
Options for each vested phantom Option of the Company. From and after the date
hereof, Executive shall have no further rights or entitlements in respect of
such phantom Options or any phantom options in respect of the Company, except as
set forth in Section 3.02; provided that if,

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within six (6) months of the date hereof, the Company or any Affiliate of
the Company consummates an exchange offer with holders of phantom options of the
Company in which the stated exchange value (before interest and any contingent
amounts) per phantom share for purposes of the exchange offer exceeds $471.0642
per phantom share, then, within thirty (30) days following the completion of
such exchange offer, the Company shall pay to Executive a gross amount, before
withholding, equal to such excess multiplied by the number of vested phantom
Options of Executive shown on the Schedule of Vested Options. Following the
Effective Date, Options for stock of the Parent listed on the Schedule of Vested
Options, shall remain subject to the terms of the award and the Plan under which
they were granted, subject to the provisions of Section 3.02.

     (e) Deferral Plans. The Schedule of Deferred Compensation attached hereto
and incorporated herein by reference sets forth, as of the date shown, the
vested balance of Executive's deferral account in the Edison International
Executive Deferred Compensation Plan and units credited to Executive's stock
unit account in the Edison International Option Gain Deferral Plan. All deferred
compensation benefits shown on the Schedule of Deferred Compensation, following
the Effective Date, shall remain subject to the terms of the Deferred
Compensation Plan applicable thereto.

     (f) Retirement Benefits. The Schedule of Retirement Benefits attached
hereto and incorporated herein by reference sets forth, as of the Effective
Date, the vested benefits payable to Executive under retirement plans of the
Company and its Affiliates in which he has been a participant. All such benefits
shown on the Schedule of Retirement Benefits, following the Effective Date,
shall remain subject to the terms of the pertinent retirement plan applicable
thereto, including the conditions to payment set forth therein. After the
Effective Date, there will be no further accrual of benefits for Executive under
such retirement plans.

     (g) Health Benefits. From the Effective Date until eighteen (18) months
thereafter, Executive and his family shall remain eligible to continue to
participate in medical and dental plans of the Company and its Affiliates on the
same basis as if Executive had remained employed by the Company in his current
position, provided that Executive shall be responsible for paying the premium
costs therefor in accordance with the Company's ordinary practices in respect of
former employees, subject to the further provisions of Section 3.02.

     (h) Other Insurance Coverage. Executive acknowledges that, except as
provided in Section 2.04(g) above and Section 3.02(c), no life, health,
accident, disability or other insurance policies or health or welfare benefits
will be provided for him by the Company or its Affiliates after the Effective
Date.

     (i) Contract Costs. The Company will reimburse Executive for the reasonable
fees and costs of any attorney, financial advisor, accountant and/or other
professional

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advising and assisting Executive in the negotiations of this Agreement, up
to Twenty-Five Thousand Dollars ($25,000) in the aggregate.

     (j) Outstanding Expense Reports. Executive agrees to submit to the Company
an expense report for all reimbursable and reasonable expenses he has incurred
as an employee of the Company no later than the fifteenth business day following
the Effective Date, and acknowledges that the business expenses to be contained
in such expense report will be the only remaining reimbursable business expenses
incurred by Executive while in the Company's employ. The Company will reimburse
Executive for such expenses within thirty (30) days of Executive's submission of
the report, to the extent such expenses are valid and reimbursable under Company
policy.

     (k) Severance. On the Effective Date, the Company shall make a one-time
severance payment to Executive in an amount, prior to withholding, that is equal
to Five Hundred Thousand Dollars Exactly ($500,000).

     (l) Other Compensation. Executive acknowledges that from and after the
Effective Date, all other compensation, benefits and perquisites to which he has
been entitled as an employee of the Company shall forthwith terminate and that
he shall no longer be entitled to receive the same, including without
limitation, reimbursement for the costs of a car and driver and for private club
memberships. Without limiting the generality of the foregoing, the other
benefits and perquisites in which Executive currently participates which shall
no longer be available to him after the Effective Date are as set forth in the
Schedule of Other Terminated Benefits attached hereto and incorporated herein by
reference.

     SECTION 2.05 WITHHOLDING. Executive agrees that all compensation, benefits
and perquisites payable hereunder shall be paid after withholding for taxes
which, in the Company's reasonable good faith judgment, are required to be
withheld by the Company, including income taxes at the then current published
federal and state rate unless Executive elects to use a higher rate.
Notwithstanding the foregoing, it is understood that all personal income and
related taxes applicable to any and all compensation, benefits and perquisites
payable hereunder shall be paid by Executive, and the Company shall not be
obligated to pay any such taxes or to provide Executive with funds for the
payment of same.

     SECTION 2.06 COMPANY PROPERTY. Executive agrees to return to the Company,
as soon as practicable, but in any event on or prior to the Effective Date, all
Company property, including, but not limited to, all keys, credit cards,
documents, equipment (including computer and telephone equipment) automobiles,
files, data and records of any kind whatsoever that he has in his possession or
control (except for any Company property that the Company authorizes Executive
in writing to retain for purposes of his providing the Consulting Services
hereunder) regardless of the form for storage thereof (whether documentary, on
discs or present on other electronic media). The Company agrees to permit
Executive to retain copies of documents that are contained in his office files
and that are personal

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in nature, subject to the Company's prior review of such materials and
approval of their retention by the Executive. Notwithstanding the foregoing, (a)
subject to the Company's satisfaction that all Company information and programs
have been removed therefrom, Executive may retain the Company's personal
computer currently at Executive's residence, and (b) the Company will cooperate
and work together with Executive to facilitate Executive's assumption of the
Company's future obligations in respect of the automobile currently leased by
the Company for Executive.

     SECTION 2.07 RELEASES. In further consideration of the Company's entry into
this Agreement with Executive and its promise to make payments and to provide
benefits hereunder to which Executive is not otherwise entitled, Executive is,
concurrent with the Company's execution of this Agreement, delivering to the
Company executed copies of the forms of releases attached hereto, respectively,
as "Form of General Release" and "Form of Age Discrimination Release." In the
event that the Executive exercises his right to rescind the Age Discrimination
Release, then notwithstanding any other provision of this Agreement, the Company
shall have the right, within five (5) days thereafter, to terminate any and all
further obligations of the parties under this Agreement.

                             Article 3: CONSULTING

     SECTION 3.01 CONSULTING SERVICES. During the Consulting Term, Executive
will, when reasonably requested to do so by the Company's Chairman, Chief
Executive Officer or Board of Directors, provide the Company and its officers
and directors with strategic consulting and advisory services related to
material aspects of the Company's business. All Consulting Services provided
hereunder will be provided on an "as requested" basis, subject to Executive's
reasonable availability. Without limiting the generality of the foregoing, and
subject to the Company's compensating the Executive for additional time as
provided for herein, Executive shall not be required to expend more than forty
(40) hours per month on providing Consulting Services hereunder. When requested
to provide Consulting Services, Executive shall endeavor to do so in a
professional, diligent and workmanlike manner, providing the Company and its
Affiliates with the benefit of his best, informed and professional judgment. All
Consulting Services shall be provided by Executive personally, but Executive
shall have the right to obtain the assistance of his employees at no additional
cost to the Company.

     SECTION 3.02 COMPENSATION. In consideration of his providing the Consulting
Services and subject to the terms and provisions of this Agreement and
Executive's compliance therewith, the Company shall pay to the Executive the
following compensation:

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     (a) The Company shall pay Executive a consulting fee at the rate of Three
Hundred Thousand Dollars ($300,000) per annum, payable in equal monthly
installments on the last day of each month during the Consulting Term (pro-rated
for partial months during the Term).

     (b) In the event that Executive provides more than forty (40) hours of
Consulting Services in any calendar month, then the Company shall also pay
Executive $[300] for each such additional hour, provided that within thirty (30)
days following the close of such month, Executive submits to the Company an
invoice setting forth time expended for Consulting Services during such month in
reasonable detail and with such supporting documentation as the Company may
reasonably request.

     (c) During the Consulting Term, the Company shall reimburse Executive, or,
if requested by Executive, pay directly on Executive's behalf, up to Twenty
Thousand Dollars ($20,000) per annum in the aggregate, for Executive's premium
costs for health care benefits comparable to those referred to in Section
2.04(g) and premium costs for disability insurance coverage comparable to that
now enjoyed by Executive under the Company's long-term disability plan (to the
extent commercially available), subject in each case to the Company's receipt
from time-to-time and upon request of customary certifications of Executive's
ineligibility for health care or disability benefits, as the case may be, under
a plan of another employer.

     (d) Notwithstanding any other provision of the Equity Plans, certain
unvested awards of options for Parent company stock granted to the Executive in
1998 and 1999 shall continue to vest as follows. One twenty-fourth (1/24) of the
6,650 currently unvested Parent company options granted to Executive on January
2, 1998, and one twenty-fourth (1/24) of the 17,325 currently unvested Parent
company options granted to Executive on January 4, 1999, shall continue to vest
at the end of each calendar month completed during the Consulting Term
(pro-rated for the partial periods from the Effective Date to January 31, 2000,
and from January 1, 2002 to January 18, 2002). Furthermore, the term for the
exercise by Executive of any vested options to acquire capital stock of the
Parent that are listed on the Schedule of Vested Options or that are vested
pursuant to the provisions of this Section 3.02(d) shall be extended to, and
including, the 180th day following the end of the Consulting Term.

     (e) Notwithstanding any other provision of the Equity Plans, certain
unvested awards for phantom options in respect of the Company granted to the
Executive in 1998 and 1999 shall continue to vest as follows. One twenty-fourth
(1/24) of the 3,930 currently unvested phantom options granted to Executive on
January 2, 1998, and one twenty-fourth (1/24) of the 8,010 currently unvested
phantom options granted to Executive on January 4, 1999, shall continue to vest
at the end of each calendar month completed during the Consulting Term
(pro-rated for the partial periods from the Effective Date to January 31, 2000,
and from January 1, 2002 to January 18, 2002). Within ten (10) days following
the close of each calendar month as of the end of which unvested options have
vested pur-

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suant to the preceding sentence, the Company shall pay to Executive a gross
amount, before withholding, that is equal to the difference between $471.0642
(subject to adjustment in accordance with the proviso to the penultimate
sentence of Section 2.04(d)) for each phantom option that vested at the end of
the preceding month under this Section 3.02(e) and the pertinent exercise price
thereof. By way of example, if there were 12,000 unvested options, 500 options
would vest monthly, and the Company would pay Executive on a monthly basis the
excess of $471.0642 (subject to adjustment in accordance with the proviso to the
penultimate sentence of Section 2.04(d)) per option over the exercise price of
each of such 500 options.

     (f) The Company may, in its discretion, withhold taxes from amounts due
Executive under this Section 3.02 unless and to the extent an acceptable legal
opinion is received from Executive's legal counsel to the effect that
withholding is either not applicable or not required.

     SECTION 3.03 EXPENSE REIMBURSEMENT. The Company will reimburse Executive,
in accordance with the Company's customary practices, for reasonable and
customary out-of-pocket expenses which are pre-approved by the Company and
actually incurred and paid by Executive as a result of and directly related to
the provision of Consulting Services, provided that such expenses would be
reimbursable to management executives of the Company under then prevailing
Company policies. In no event shall such expenses include salaries of
Executive's employees, or other overhead costs.

     SECTION 3.04 INDEMNITY. The Company shall indemnify and hold harmless
Executive and his Affiliates from and against any and all Claims, actual or
threatened (including all expenses incurred in connection therewith as they are
incurred) arising from or related to Executive's performance of the Consulting
Services, except to the extent that such Claims or threatened Claims arise from
or are related to the breach of this Agreement by Executive or the gross
negligence or willful misconduct of Executive or his Affiliates, for which
Executive shall indemnify and hold harmless the Company and its Affiliates to
the same extent as the Company would otherwise be obligated to provide indemnity
to Executive.

     SECTION 3.05 RELATIONSHIP BETWEEN PARTIES. The parties acknowledge and
agree that the provision of the Consulting Services shall not create any
association, partnership, joint venture, agency or employer and employee
relationship between the Company and the Executive. Executive acknowledges that
Executive is being engaged as an independent contractor, and Executive will not
be eligible for benefits generally available to the employees of the Company. In
the performance of the Consulting Services, Executive agrees at his sole cost
and expense to materially comply with all applicable laws and with such
requirements or restrictions as may be imposed by any governmental authority,
including the procurement of any applicable permits and compliance with any
applicable laws now or hereafter in effect relating to Executive's provision of
Consulting Services or Execu-

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tive's hiring of any employees in connection therewith, including any
applicable workers' compensation, unemployment, and wages and hours laws.

     SECTION 3.06 LIMITATIONS ON AUTHORITY. Except as may be expressly
authorized in writing from time to time by the Company's chief executive
officer, Executive agrees that he will not have authority to, and that he will
not, in connection with the Consulting Services, (a) enter into any contracts or
other undertakings binding on, or imposing any obligations or liabilities on,
the Company or any of its Affiliates, or (b) make any representations to any
Person(s) that either Executive or any Person acting under his authority has the
authority to act for the Company or any of its Affiliates or represent that
either Executive or any Person in his employ or under his authority is engaged
by the Company or any of its Affiliates in any capacity other than the
engagement hereunder as a consultant.

     SECTION 3.07 EARLY TERMINATION. In addition to any other rights or remedies
at law, in equity or pursuant to any other provisions of this Agreement, the
consulting relationship created hereby may be terminated as follows:

     (a) By the Company at any time:

     (i) Upon written notice to Executive in the event of his material breach or
default hereunder, provided that if such material breach or default is curable,
then Executive shall have thirty (30) days to cure the default or breach;

     (ii) Upon written notice to Executive pursuant to the provisions of Section
4.03(a), or in the event of his habitual neglect of duty, or in the event of his
failure to follow reasonable instructions consistent with the scope of his
engagement from the Company's Chief Executive Officer, Chairman or Board of
Directors, or in the event of any gross negligence, willful misconduct or
intentionally tortious acts or omissions, or in the event of any acts of
material dishonesty, committed by Executive in the course of providing
Consulting Services;

     (iii) Upon the death or permanent disability of Executive (as determined in
accordance with the Company's customary policy); or

     (iv) Upon thirty (30) days' prior written notice to Executive for any other
reason or for no reason; or

     (b) By the Executive, at any time on or after the expiration of six (6)
calendar months from the Effective Date, upon thirty (30) days' prior written
notice to the Company for any reason or for no reason.

     In the event of any termination arising under Section 3.07(a)(i), (ii) or
(iii) or Section 3.07(b), then and in such event the Company shall be obligated
to pay the compensation set

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forth in Section 3.02 that is due hereunder to the date of termination only
and shall have no obligation to provide further compensation thereafter, and all
currently unvested options and phantom options shall cease vesting under
Sections 3.02(d) and (e) or otherwise as of the end of the calendar month
immediately preceding such date of termination, provided that if the Consulting
Term has not earlier terminated pursuant to Section 3.07(a)(i) or (ii) or under
Section 3.07(b), all then unvested options and phantom options shall vest and be
paid upon any termination under Section 3.07(a)(iii). In the event of any
termination under Section 3.07(a)(iv), the Company shall remain obligated to
continue to provide the compensation to Executive that would otherwise become
due thereafter under the terms of Section 3.02 of this Agreement but for such
termination, and Executive's rights under Sections 3.02(d) and (e) shall be
unaffected by such termination. In the event the Company wishes to obtain
insurance for its obligations in the event of Executive's death or disability,
Executive agrees to reasonably cooperate with the Company in such endeavor.

                  Article 4: ADDITIONAL COVENANTS OF EXECUTIVE

     SECTION 4.01 CONFIDENTIALITY.

     (a) Executive acknowledges that he has held a sensitive management position
with the Company and that, by virtue of having held such position, he has had
access to and has learned the Company's and its subsidiaries' and Affiliates'
confidential and proprietary information and trade secrets pertaining to its and
their past, present, planned or projected operations, results of operations,
prospects, processes, know-how, services, projects, strategies, techniques,
procedures, financial capabilities, assets, transactions, partners, financing
sources and personnel, disclosure of any of which to present or future
competitors, investors, partners or the general public would be highly
detrimental to the best interests of the Company and its Affiliates. All such
confidential and proprietary information to which Executive has had prior access
as a result of his position with the Company, and all similar information to
which Executive may have access in the future as a result of performing
Consulting Services, are herein referred to as "Confidential Information."
Examples of such confidential and proprietary information include, but are not
limited to, the Company's investigations of and development and analytical work
on potential future electric generation assets, both those potentially to be
constructed and those potentially to be acquired. Executive further acknowledges
and agrees that the right to maintain the confidentiality of such Confidential
Information constitutes a proprietary right which the Company and its Affiliates
are entitled to protect.

     (b) Accordingly, without limiting any obligations of Executive arising at
law or pursuant to any existing agreement to which Executive is bound, Executive
covenants and agrees to and in favor of the Company that, subject to the further
provisions of this

                                       12
<PAGE>

Agreement, Executive shall not disclose any Confidential Information to any
Person other than as approved by the Company in writing in advance in connection
with Executive providing Consulting Services hereunder, and Executive shall not
use for the Executive's own purposes or for any purpose other than those of the
Company and its Affiliates any Confidential Information during the Consulting
Term or at any time thereafter until such Confidential Information has been
otherwise publicly disclosed. Without limiting the generality of the foregoing,
Executive agrees that, except as permitted in writing by the Company, he will
not respond to or in any way participate in or contribute to any public
discussion, notice or other publicity concerning or in any way related to
Confidential Information or, subject to Section 5.10, any matters concerning his
employment at the Company. Executive agrees that any disclosure by him of any of
the Confidential Information shall constitute a material breach of this
Agreement and of his fiduciary obligations to the Company.

     (c) For purposes of this Section 4.01, "Confidential Information" does not
include information which (i) is or becomes generally available to the public
other than as a result of disclosure by Executive, or (ii) was within the
Executive's possession prior to being furnished to the Executive by or on behalf
of the Company or its Affiliates, provided that the Executive did not receive
such information in a fiduciary capacity and provided further that the scope of
such information was not known to the Executive to be bound by a confidentiality
agreement with or other contractual, legal or fiduciary obligation of
confidentiality to the Company or any of its Affiliates or any other Person with
respect to such information.

     (d) If Executive is requested or required (by oral questions,
interrogatories, requests for information or documents in connection with any
legal proceedings, subpoena, civil investigative demand or other similar
process) to disclose any Confidential Information, then Executive shall provide
the Company with prompt written notice of any such request or requirement so
that the Company may seek a protective order or other appropriate remedy and/or
waive compliance with the provisions of this Agreement. If, in the absence of a
protective order or other remedy or the receipt of a waiver from the Company,
the Executive is, in the written opinion of counsel reasonably acceptable to the
Company (the reasonable attorney's fees and costs of which opinion the Company
shall reimburse), legally compelled to disclose Confidential Information to any
tribunal or else stand liable for contempt, or suffer other censure or penalty,
then Executive may, without liability hereunder, disclose to such tribunal only
that portion of the Confidential Information which such counsel advises the
Executive is legally required to disclose, provided that Executive exercises
commercially reasonable efforts to preserve the confidentiality of the
Confidential Information, including, without limitation, by cooperating with the
Company to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information by
such tribunal.

     (e) Without limiting the provisions of Section 2.06, all files, forms,
brochures, books, materials, written correspondence, memoranda, documents,
manuals, computer

                                       13
<PAGE>

disks, software products and lists that have in the past or may in the
future come into the possession or control of the Executive as a result of his
being an employee of or consultant to the Company shall at all times remain as
the property of the Company and not of the Executive. At the times required by
Section 2.06, upon conclusion of the Consulting Term and at any other time or
times demanded by the Company, Executive shall deliver promptly to the Company
all such property in the possession of the Executive or directly or indirectly
under the control of the Executive. Executive agrees not to make, for the use of
the Executive or of any other Person, reproductions or copies of any such
property or other property of the Company.

     (f) Executive agrees that following his employment by the Company, he will
not, without the prior written consent of the Chief Executive Officer of the
Company, undertake employment or provide services for any Person other than the
Company or its Affiliates if the loyal and complete fulfillment of his duties in
connection with such employment or services would require him to reveal or
otherwise use any Confidential Information in violation of the provisions
hereof.

     SECTION 4.02 STOCK ACTIVITY. Executive hereby agrees that from the date
hereof until the second anniversary of the Effective Date, Executive shall not:

     (a) Acquire, by purchase or otherwise (except pursuant to Executive`s
participation in employee benefit plans), offer to acquire or obtain the right
to acquire, propose to acquire, announce any intention or plan to acquire, or
announce or make any request for permission to acquire, directly or indirectly,
any shares of Voting Stock, or any other security convertible into or
exercisable or exchangeable for Voting Stock, unless (i) following such
acquisition and after giving effect thereto, the Executive and any Group of
which he is a member, would not be directly or indirectly the beneficial owners
of more than five percent (5%) of the outstanding shares of Voting Stock of the
Parent, the Company or any Affiliate thereof, as the case may be, and (ii) such
acquisitions or offers or agreements to acquire are made in open market
transactions (or pursuant to the Equity Plans);

     (b) Directly or indirectly engage in, or become a member of a Group which
is engaging or which subsequently engages in, any tender offer or exchange offer
for any shares of Voting Stock;

     (c) Take any other action, participate in or become a member of any Group,
or make any proposal, offer to acquire or obtain a right to acquire, propose to
acquire, announce any intention or plan to acquire, or announce or make any
request for permission to acquire, directly or indirectly or alone or together
with others, control of the Company or of any Affiliate of the Company or of any
division, business segment or significant amount of assets of the Company or of
any Affiliate of the Company;

                                       14
<PAGE>

     (d) Enter into any voting agreement or proxy arrangement with respect to
shares of Voting Stock, or deposit any shares of Voting Stock into any voting
trust or similar entity, as a result of which the voting rights associated with
any or all of Executive's Voting Stock are vested in another Person, other than
proxies (or their substitutes) designated by the Board of Directors of the
issuer of such Voting Stock in proxy material for any meeting of stockholders of
such issuer;

     (e) Conduct or become a participant in any solicitation of proxies with
respect to Voting Stock, or make any announcement with respect to any
solicitation of proxies, for the purpose of opposing a solicitation (for
election of directors or otherwise) approved by a majority of the whole Board of
Directors of the issuer of such Voting Stock, or present any proposal, or
solicit or become a participant in the solicitation of proxies in favor of a
proposal, for action at a meeting of the stockholders of such issuer, which is
not approved by a majority of the whole Board of Directors of such issuer;

     (f) Enter into any plan, agreement or arrangement, or become a member of
any Group, for the purpose of engaging in any activity prohibited by the
foregoing paragraphs of this Section 4.02 ; or

     (g) Assist any other Person in connection with such other Person's engaging
in any activity which, if engaged in by the Executive, would constitute a
violation of this Section 4.02.

     SECTION  4.03  NON-COMPETITION.

     (a) Without limiting the provisions of Sections 4.01. 4.02 and 4.04, and as
a further inducement to the Company to enter into this Agreement, Executive
agrees that, except as otherwise permitted hereby, until the expiration of six
(6) calendar months from the Effective Date, or until the end of the Consulting
Term if the Consulting Term ends after the expiration of six (6) calendar months
from the Effective Date, Executive shall not, directly or indirectly, for his
own account or as agent for another, carry on or participate in the ownership,
management or control of, or be employed by, or serve as a director of, or
consult for, or license or provide know-how to, or otherwise render services to,
or allow his name or reputation to be used in or by, any other present or future
business enterprise that, either alone or together with its Affiliates, engages
in the Line of Business and competes with current or planned activities of the
Company and its Affiliates anywhere in the world without the prior written
approval of the Chief Executive Officer of the Company. In the event of any
violation of the foregoing, then and in such event the Company may, upon notice
to Executive, terminate the consulting relationship between Executive and
Company without limiting any other remedies of the Company.

                                       15
<PAGE>

     (b) Notwithstanding the foregoing, nothing herein shall limit the right of
Executive, as an investor, to hold and make investments in securities of any
corporation or other entity that competes in the Line of Business with the
Company and its Affiliates and that is registered on a national securities
exchange or admitted to trading privileges thereon or actively traded in a
generally recognized over-the-counter market, provided that the aggregate of all
of Executive's beneficial ownership therein does not exceed one percent (1%) of
the outstanding equity interests in such corporation or other entity.

     (c) Executive acknowledges that he considers the restrictions set forth in
this Section 4.03 to be reasonable both individually and in the aggregate and
that the duration, geographic scope, extent and application of each of such
restrictions are no greater than is necessary for the protection of the
legitimate interests of the Company and its Affiliates. In the event that any
restriction herein shall be found to be void or unenforceable but would be valid
or enforceable if some part or parts thereof were deleted or the period or area
of application reduced, each of the parties hereby agrees that such restriction
shall apply with such modification as may be necessary to make it valid.

     SECTION 4.04 NON-SOLICITATION; NON-DISPARAGEMENT; NON-INTERFERENCE. During
the period that begins on the date hereof and that ends on the second
anniversary of the Effective Date, Executive agrees that he will not, directly
or indirectly, for his own benefit, for the benefit of any Person other than the
Company or its Affiliates, or otherwise:

     (a) Solicit, encourage or induce, or assist any Person to solicit,
encourage or induce, any officer, director, executive or employee of the Company
or its Affiliates to leave his or her employment with the Company or its
Affiliates for any reason, it being agreed that the foregoing shall not prohibit
Executive from soliciting the employment of his current secretarial assistant;

     (b) Induce or attempt to induce any customer, supplier, financier,
government agency, independent contractor, developer, promoter or other Person
having any business or regulatory relationship with the Company or any of its
Affiliates to cease, reduce or alter the nature, amount or terms of business
conducted or regulatory oversight or practices followed with respect to the
Company or any of its Affiliates or to engage in any business, regulatory or
other activity which might materially harm the Company or any of its Affiliates
or which is opposed by the Company and its Affiliates;

     (c) Make or cause to be made any public  statement  that is  disparaging of
the Company or any of its  Affiliates  or their  respective  businesses  or that
materially  injures  the  business  or  reputation  of the Company or any of its
Affiliates or their respective businesses; or

     (d)  Directly  or  indirectly  advise,  consult  or discuss  with,  provide
information to, or assist any Person, including any holder of phantom

                                       16
<PAGE>

options in the Company or any advisor or representative of any such holder,
or make any comment or offer or provide any opinion or otherwise make
statements, concerning the phantom options, or the grant, appreciation, value,
or exercise thereof, or any transaction or proposed transaction in respect of
such phantom options, including without limitation any planned or actual
exchange offer by the Company therefor, or any interpretation or action by the
Company planned or actually made with respect to such phantom options, or any
claims or proceedings, whether pending or threatened, relating to such phantom
options, without the prior written consent of the Chief Executive Officer of the
Company, except and to the extent compelled by law.

     SECTION 4.05 OWNERSHIP OF WORKS. As between the Company and Executive, the
Company shall be the sole and exclusive owner, throughout the universe, in
perpetuity, of all right, title, interest, benefits and profits of every kind
and nature whatsoever, whether now known or unknown, in, to and from all
programs, financial or business plans, all non-generic ideas and concepts,
logos, discoveries, trade secrets, prospect lists, or other tangible work
product and materials (including, without limitation, tangible materials
containing market, financial and other research) of every kind and nature
whatsoever (collectively, the "Works") written, conceived, developed, furnished
or created by or under the auspices of Executive in connection with his
performance of duties as an employee of or consultant to the Company, and all
results, benefits and proceeds of such Works (all of such Works, results,
benefits and proceeds being collectively referred to as the "Materials"). All of
such Materials shall constitute a "work made for hire" for the Company within
the meaning of the United States Copyright Act of 1976, as amended. In the event
that the Materials or any portion thereof are for any reason whatsoever not
deemed to be a "work made for hire" for the Company, Executive hereby grants and
assigns to the Company all right, title, interest, benefits and profits of every
kind and nature whatsoever, whether now known or unknown, in, to and from the
Materials. As between the Company and Executive, the Company shall at all times
have the perpetual and exclusive right to exploit such Materials and all works
derived therefrom throughout the universe, and all revenues and other benefits
and profits derived by the Company from such exploitation, as between the
Company and Executive, shall be the sole and exclusive property of the Company.
Executive agrees to execute, and to cause each of his employees or agents to
execute, any and all formal assignments, recordations and any other documents
which the Company reasonably deems are necessary or desirable to effectuate
and/or evidence the Company's rights in and to the Materials.

     SECTION 4.06 COOPERATION WITH LEGAL PROCESS. From and after Executive's
employment with the Company, the Company shall, consistent with the Company's
then existing policies for indemnification of officers, continue to indemnify
Executive for his activities as an officer, director and employee of the Company
to the extent provided under and permitted by, and subject to the provisions and
conditions of, law and the charter documents of the Company in effect at the
time, as though Executive remained an officer,

                                       17
<PAGE>

director and/or employee of the Company. In return, Executive agrees to
provide reasonable cooperation and assistance to the Company, when and as
requested by the Company and without charge to the Company except for the
Executive's reasonable and bona fide out-of-pocket costs (including reasonable
attorney's fees and costs), in connection with any and all pending or threatened
claims, proceedings and investigations (whether on behalf of or against the
Company) arising out of, or alleged to arise out of, facts or circumstances
existing during the term of Executive's employment by the Company.

                         Article 5: GENERAL PROVISIONS

     SECTION 5.01 OPPORTUNITY TO REVIEW WITH COUNSEL. Executive represents that
he has discussed all aspects of this Agreement with an attorney of his choice,
that he has carefully read and fully understands all of the provisions of this
Agreement and that he is voluntarily entering into this Agreement.

     SECTION 5.02 CHOICE OF LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California, without
reference to the choice of law doctrine of California.

     SECTION 5.03 REMEDIES. The rights and remedies of each party under this
Agreement are not, except as expressly provided herein to the contrary, to the
exclusion of each other or of any other rights or remedies of such party. Each
party may exercise or decline to exercise any one or more of its rights and
remedies without waiver of any such subsequent exercise of such right and remedy
or any other rights and remedies of such party. Executive acknowledges that the
Company cannot be properly protected from adverse consequences if Executive
should default under specified provisions of this Agreement. Accordingly, the
Executive agrees that in the event of any breach or threatened breach by
Executive of any of the provisions of Sections 3.06, 4.01, 4.02, 4.03, 4.04 or
4.05, the Company, in addition to any other right or relief to which it may be
entitled, shall be entitled to an order enjoining such breach or threatened
breach and specifically enforcing Executive's compliance with the provisions
thereof, Executive agreeing that he is hereby estopped and prohibited from
arguing that damages are an adequate remedy for any such breach or threatened
breach or that such equitable relief is inappropriate under the circumstances.

     SECTION 5.04 SEVERABILITY. Without limiting the applicability of Section
4.03(c), if any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any law or public policy, all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the provisions hereof is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order

                                       18
<PAGE>

that the provisions hereof are implemented and enforced as originally
contemplated to the greatest extent possible.

     SECTION 5.05 NO AMENDMENT; ENTIRE AGREEMENT; NO WAIVER. This Agreement and
the Schedules and attachments hereto constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede all prior
agreements and undertakings, both written and oral, between the parties with
respect to the subject matter hereof. Without limiting the generality of the
foregoing, Executive specifically represents and acknowledges that in executing
this Agreement, he does not rely and has not relied on any representations or
statements made by the Company, or any of the Company's agents, representatives
or attorneys with regard to the subject matter, basis or effect of this
Agreement, or otherwise. This Agreement may not be amended except by an
instrument in writing signed by the parties. Either party may (a) extend the
time for the performance of any of the obligations or other acts of the other
party, or (b) waive compliance with any of the agreements applicable to the
other party contained herein. Any such extension or waiver shall be valid only
if set forth in an instrument in writing signed by the party to be bound
thereby. Any waiver of any term or condition shall not be construed as a waiver
of any subsequent breach or a subsequent waiver of the same term or condition,
or a waiver of any other term or condition, of this Agreement. The failure of a
party to assert any of its rights hereunder shall not constitute a waiver of any
of such right.

     SECTION 5.06 RIGHT OF OFFSET. The Company shall have the right to offset
against amounts owed Executive by the Company any amounts which, in the future,
Executive owes to the Company.

     SECTION 5.07 PARTIES IN INTEREST. This Agreement may not be assigned or
transferred by either party, by operation of law or otherwise, without the prior
written consent of the other party (which consent may be granted or withheld in
the sole discretion of such other party). This Agreement shall be binding upon
and inure solely to the benefit of the parties and their permitted assigns and
nothing herein, express or implied, is intended to or shall confer upon any
other Person any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.

     SECTION 5.08 NOTICES. Any notice, payment, demand, or communication
required or permitted to be given by any provision of this Agreement shall be in
writing and shall be deemed to have been delivered, given, and received for all
purposes (a) if delivered personally to the Person to whom it is addressed, or
(b) when the same is actually received, if sent by a nationally recognized
courier service (which provides proof of delivery), by registered or certified
mail (postage and charges prepaid), or by facsimile (if such facsimile is
followed by a hard copy of the facsimile communication sent promptly thereafter
by a nationally recognized courier service (which provides proof of delivery) or
registered or certified mail (postage and charges prepaid)), addressed as set
forth in the Schedule of Addresses attached hereto and incorporated herein by
reference or to such other address as such Person may from time to time specify
by due notice.

                                       19
<PAGE>

     SECTION 5.09 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the Parties in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

     SECTION 5.10 PUBLICITY. The parties agree that, for a period of at least
six (6) months, they will keep the terms, amounts and facts of this Agreement
completely confidential, and that they will not during such period disclose any
information concerning this Agreement to anyone except their respective
attorneys or accountants, including, but not limited to, any past, present or
prospective employees of the Company or any of its Affiliates, except in each
case as may be required by law, including, without limitation, filings required
by the Company and by its parent entity with the Securities and Exchange
Commission. Notwithstanding the foregoing, the parties shall mutually agree upon
forms for a press release, internal communications and answers to press
questions to be used in connection with announcing Executive's resignation.
Subject to Executive conforming and limiting his statements to the substance of
such mutually agreed upon press release, internal communications and answers to
press questions, Executive may respond to press or analyst inquiries concerning
his resignation.

     SECTION 5.11 HEADINGS. The descriptive headings contained in this Agreement
and table of contents of this Agreement are for convenience of reference only
and shall not affect in any way the meaning or interpretation of this Agreement.

     SECTION 5.12 ATTORNEYS FEES. In any litigation or proceeding relating to
this Agreement, the prevailing party shall be entitled to recover its costs and
reasonable attorney fees.

     SECTION 5.13 FURTHER ASSURANCES. The parties agree to execute such further
instruments and perform such further acts as may be reasonably necessary to
carry out the intent and purposes of this Agreement.

     SECTION 5.14 ADDITIONAL COVENANTS OF THE COMPANY. The Company agrees that,
for a period of two (2) years from the Effective Date, the Company and its
Affiliates will not publicly issue any press release that disparages, or
materially injures the business or reputation of, the Executive, and will make
reasonable efforts to prevent their executive officers and official
spokespersons from making public statements on behalf of the Company or its
Affiliates that are disparaging of Executive or materially injure his business
or reputation. The Company further agrees to exercise reasonable efforts to
cause personal mail addressed to Executive to be forwarded to him in a timely
fashion (Executive agreeing to make reasonable efforts to notify third parties
of the change in his business address).

     SECTION 5.15 DISPUTE RESOLUTION. All disputes arising out of or relating to
this Agreement shall be resolved  pursuant to the reference  procedure set forth
in California  Code of Civil  Procedure 638 et seq. The parties  hereby agree to
submit to the  jurisdiction of

                                       20
<PAGE>

the Superior Court of Los Angeles County for such purpose. Either party may
initiate the procedure set forth in this Section by providing the other party
with notice setting forth the nature of the dispute. The parties shall designate
to the Superior Court a referee who is an active attorney or retired judge
living in Los Angeles County who shall resolve the dispute. If the parties are
unable to designate a referee within 20 days after the receipt of the original
referral notice, the parties shall request that the Superior Court appoint a
referee. In connection with any proceeding pursuant to this Section, the parties
shall have all discovery rights which would have been available had the matters
which are the subject of the dispute been decided by the Superior Court.
Discovery proceedings may be noticed and commenced immediately after delivery of
the original referral notice. The hearing before the referee shall begin no
later than 60 days after the receipt of such referral notice. All discovery in
connection with the reference procedure shall be concluded no later than 15 days
prior to the commencement of the hearing. Judgment upon the award rendered by
the referee shall be entered in the Superior Court. Nothing in this Section
shall be construed to impair the right of either party to appeal from such
judgment.

     SECTION 5.16 APPROVALS. The effectiveness and implementation of this
Agreement are subject to the approval of the Boards of Directors of the Company
and the Parent and the Compensation and Executive Personnel Committee of the
Board of Directors of the Parent.

                                       21
<PAGE>

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                             Edward R. Muller
                             -----------------------
                             Edward R. Muller


                             EDISON MISSION ENERGY


                             By: John E. Bryson
                                -------------------
                                 John E. Bryson
                             Title: Chairman


                             By: Alan J. Fohrer
                                -------------------
                                 Alan J. Fohrer
                             Title: President and CEO

                  With respect to Sections 2.04(d) and 3.02(d) only:

                             EDISON INTERNATIONAL


                             By: John E. Bryson
                                -------------------
                                 John E. Bryson
                             Title: Chairman

                             By: Bryant C. Danner
                                -------------------
                                 Bryant C. Danner
                             Title: Executive Vice President
                                    and General Counsel

                                       22
<PAGE>



                              SCHEDULE OF ADDRESSES

         Notices to the Company and to the Parent shall be addressed as follows:

                  Edison International
                  Edison Mission Energy
                  C/O Bryant C. Danner
                  Executive Vice President and
                    General Counsel
                  Edison International
                  2244 Walnut Grove Avenue
                  Rosemead, California 91770

                  FAX:  (626) 302-4775

         Notices to the Executive shall be addressed as follows:

                  Mr. Edward R. Muller
                  502 20th Street
                  Santa Monica, California 90402

                  FAX: (310) 394-5756

         With a courtesy copy to:

                  Ronald M. Greenberg, Esq.
                  Rosenfeld, Meyer & Susman
                  9601 Wilshire Blvd., 4th Floor
                  Beverly Hills, California 90210

                  FAX:  (310) 271-6430


<PAGE>

                       SCHEDULE OF DEFERRED COMPENSATION*

         Balances as of January 10, 2000:

         Edison 401(k) Savings Plan and Profit Sharing       $129,460
         Executive Deferred Compensation Plan (EDCP)       $1,015,808
                                                           ----------
                           Total                           $1,145,268
                                                           ==========


         *Additional amounts, if any, arising from Profit Sharing amounts for
         the 1999 year will be added in the ordinary course when calculated.



<PAGE>


                     SCHEDULE OF OTHER TERMINATED BENEFITS*

Employee Life Insurance
Executive Incentive Compensation Plan
Long-Term Incentive Compensation Plan
Equity Compensation Plan
Affiliate Long Term Incentive Program
401(k) Savings Plan
Executive Deferred Compensation Plan
Option Gain Deferral Plan
Executive Retirement Plan
Retirement Plan
Estate and Financial Planning
Comprehensive Disability and Executive Disability Plan
Long-Term Disability
Dependent Life Insurance
Dependent AD&D Insurance
Dependent Care Reimbursement Account
Vacation
Vacation Buying and Selling
Holidays
Personal Use of Company Car/Auto Allowance/Driver
Executive Physical
Accidental Death and Dismemberment
24-Hour Business Travel Accident Insurance
Club Memberships
Health Care Reimbursement Account
Preventive Health Care Account
Employee Assistance Plan (EAP)
Retiree Health Care and Medicare

     * Executive is entitled to any vested  benefits  and/or  balances in any of
the above  plans but will have no  further  entitlements  under any of the plans
except as otherwise provided in this Agreement.


<PAGE>


                              SCHEDULE OF POSITIONS

                Company                                Position(s)
      -----------------------------              -----------------------------.
      Edison Mission Energy                      Director, President and Chief
                                                 Executive Officer

      Edison Mission Energy Global               Director, President and Chief
      Management, Inc.                           Executive Officer

      Edison Mission Operation &                 Director and President
      Maintenance, Inc.

      Mission Energy Holdings, Inc.              Director and President

      Edison Mission Energy Australia            Director
      Limited

      Edison Mission Energy Holdings             Director
      Pty Ltd

      Edison Mission Operation &                 Director
      Maintenance Kwinana Pty Ltd

      Edison Mission Operation &                 Director
      Maintenance Loy Wang Pty Ltd

      Latrobe Power Pty Ltd                      Director

      Loy Yang Holdings Pty Ltd                  Director

      Mission Energy Development                 Director
      Australia Pty Ltd

      Mission Energy (Kwinana) Pty Ltd           Director

      Mission Energy Ventures Australia          Director
      Pty Ltd

      Traralgon Power Pty Ltd                    Director

      In addition, any and all positions of responsibility or authority at any
entity appearing on the attached list of subsidiaries.



<PAGE>

02     EDISON MISSION ENERGY is a California corporation having its principal
       place of business at 18101 Von Karman Avenue, Suite 1700, Irvine,
       California 92612- 1046. Edison Mission Energy owns the stock of a
       group of corporations which, primarily through partnerships with non-
       affiliated entities, are engaged in the business of developing, owning
       and/or operating cogeneration, geothermal and other energy or
       energy-related projects pursuant to the Public Utility Regulatory
       Policies Act of 1978. Edison Mission Energy, through wholly owned
       subsidiaries, also has ownership interests in a number of independent
       power projects in operation or under development that either have been
       reviewed by the Commission's staff for compliance with the Act or are
       or will be exempt wholesale generators or foreign utility companies
       under the Energy Policy Act of 1992. In addition, some Edison Mission
       Energy subsidiaries have made fuel-related investments and a limited
       number of non-energy related investments. The subsidiaries and
       partnerships of Edison Mission Energy are listed below. Unless
       otherwise indicated, all entities are corporations, are organized
       under the laws of the State of California and have the same principal
       place of business as Edison Mission Energy.

EDISON MISSION ENERGY DOMESTIC COMPANIES:
03     AGUILA ENERGY COMPANY (LP)
04        American Bituminous Power Partners, LP (Delaware limited
          partnership) 49.5%; 50% with Pleasant Valley
05            American Kiln Partners, LP (Delaware limited partnership)
              49.5% of 53%
03     ANACAPA ENERGY COMPANY (GP)
04        Salinas River Cogeneration Company 50%
03     ARROWHEAD ENERGY COMPANY (inactive)
03     BALBOA ENERGY COMPANY (GP)
04        Smithtown Cogeneration, LP (Delaware partnership) 50%; 100%
          w/Kingspark
03     BERGEN POINT ENERGY COMPANY (GP)
04        TEVCO/Mission Bayonne Partnership (Delaware G.P.) 50%
05            Cogen Technologies NJ Ventures (Delaware G.P.) 0.75%
04        Cogen Technologies NJ Ventures (Delaware G.P.) 0.375%
03     BLUE RIDGE ENERGY COMPANY (GP)
04        Bretton Woods Cogeneration, LP (Delaware limited partnership)
          50%; 100% w/Bretton Woods
03     BRETTON WOODS ENERGY COMPANY (GP & LP)
04        Bretton Woods Cogeneration, LP (Delaware LP) 50%; 100%
          w/Blue Ridge
03     CAMINO ENERGY COMPANY (GP)
04        Watson Cogeneration Company (general partnership) 49%
03     CAPISTRANO COGENERATION COMPANY (GP)
04        James River Cogeneration Company (North Carolina partnership) 50%
03     CENTERPORT ENERGY COMPANY (GP & LP)
04        Riverhead Cogeneration I, LP (Delaware partnership) 50%; 100%
          w/Ridgecrest
03     CHESAPEAKE BAY ENERGY COMPANY (GP)
04        Delaware Clean Energy Project (Delaware general partnership) 50%
03     CHESTER ENERGY COMPANY (no partners; option Chesapeake,VA)
03     CLAYVILLE ENERGY COMPANY
04        Oconee Energy, LP (Delaware LP) 50%; 100% w/Coronado
03     COLONIAL ENERGY COMPANY (inactive)
03     CORONADO ENERGY COMPANY
04        Oconee Energy, LP (Delaware LP) 50%; 100% w/Clayville
03   DEL MAR ENERGY COMPANY (GP)
04        Mid-Set Cogeneration Company 50%
03   DELAWARE ENERGY CONSERVERS, INC. (Delaware corporation) (inactive)
03   DESERT SUNRISE ENERGY COMPANY (Nevada corporation) (inactive)
03   DEVEREAUX ENERGY COMPANY (LP)
04        Auburndale Power Partners, LP (Delaware LP) 49%; 50% w/El
          Dorado [see 4.03]

                                       17
<PAGE>

03     EASTERN SIERRA ENERGY COMPANY (GP & LP)
04        Saguaro Power Company, LP 50%
03     EAST MAINE ENERGY COMPANY (inactive) [dissolving]
03     EDISON ALABAMA GENERATING COMPANY
03     EDISON MISSION ENERGY FUEL
04        EDISON MISSION ENERGY OIL AND GAS
05            Four Star Oil & Gas Company 50.1% (owns Lost Hills
              Cogeneration Facility)
04        EDISON MISSION ENERGY PETROLEUM (Gas contracts w/ Tex. Gas Mktg)
04        POCONO FUELS COMPANY (inactive)
04        SOUTHERN SIERRA GAS COMPANY
05            TM Star Fuel Company (general partnership) 50%
03     EDISON MISSION ENERGY FUEL SERVICES, INC. [PowerGen project]
03     EDISON MISSION ENERGY FUNDING CORP. (Delaware corporation) 1%
03     EDISON MISSION ENERGY GLOBAL MANAGEMENT, INC. (Delaware corporation)
       Address:
04        Majestic Energy Limited (UK private limited company)
          Address:
05            EME Royale Limited (New Zealand private limited company)
              Address:
06               Edison Mission Energy Taupo Limited (New Zealand company) 100%
                 Address: Southgate Complex, Level 20, Tower East,
                 40 City Road, South Melbourne, Victoria 3205
07                  Contact Energy Limited (New Zealand company) 40%
                    Address:  Level 1, Harbor City Tower, 29 Brandon Street,
                    Wellington, New Zealand
03     Edison Mission Energy Interface Ltd. (British Columbia company)
04        The Mission Interface Partnership (Province of Ontario G.P.) 50%
03     EDISON MISSION FINANCIAL MARKETING & TRADING CO.
04        EDISON MISSION MARKETING & TRADING, INC.
03     EDISON MISSION HOLDINGS CO. (formerly EME Homer City Holdings Co.)
04        CHESTNUT RIDGE ENERGY COMPANY 100%
05            EME Homer City Generation LP (Pennsylvania) 99%LP
04        EDISON MISSION FINANCE CO. 100%
04        HOMER CITY PROPERTY HOLDINGS, INC. 100%
04        MISSION ENERGY WESTSIDE, INC. 100%
05            EME Homer City Generation LP (Pennsylvania) 1%GP
03     EDISON MISSION OPERATION & MAINTENANCE, INC. (no partnership)
04        Mission Operations de Mexico, S.A. de C.V. 99%
03     EDISON MISSION PROJECT CO. (formerly EME UK International, Inc.)
       (Delaware corp) 100%
03     EL DORADO ENERGY COMPANY (GP)
04        Auburndale Power Partners, LP (Delaware LP) 1%; 50% w/
          Devereaux [see 4.03]
03     EME UK International LLC (Delaware LLC) 100% [owns 100% of Class B
       Shares of MEC International B.V.]
03     EMP, INC. (Oregon corporation) (GP & LP) (inactive)
03     FOUR COUNTIES GAS COMPANY (inactive)
03     GLOBAL POWER INVESTORS, INC.
03     HANOVER ENERGY COMPANY
04        Chickahominy River Energy Corp. (Virginia corporation) (GP & LP)
05            Commonwealth Atlantic LP (Delaware partnership) [see 4.05]
              50%
03     HOLTSVILLE ENERGY COMPANY (GP & LP)
04        Brookhaven Cogeneration, LP (Delaware partnership) 50%; 100%
          w/Madera
03     INDIAN BAY ENERGY COMPANY (GP & LP)
04        Riverhead Cogeneration III, LP (Delaware partnership) 50%; 100%
          w/Santa Ana
03     JEFFERSON ENERGY COMPANY (GP & LP) (inactive)
03     KINGS CANYON ENERGY COMPANY (inactive)
03     KINGSPARK ENERGY COMPANY (GP & LP)
04        Smithtown Cogeneration, LP (Delaware partnership) 50%; 100%
          w/Balboa
03     LAGUNA ENERGY COMPANY (inactive) (former interest in Ambit)


                                       18
<PAGE>

03   LA JOLLA ENERGY COMPANY (inactive) (used for Belridge)
03   LAKEVIEW ENERGY COMPANY
04        Georgia Peaker, LP (Delaware LP) 50%; 100% w/Silver Springs
03   LEHIGH RIVER ENERGY COMPANY (inactive)
03   LONGVIEW COGENERATION COMPANY (held for Weyerhauser)
03     MADERA ENERGY COMPANY (GP)
04        Brookhaven Cogeneration, LP (Delaware partnership) 50%; 100%
          w/Holtsville
03     MADISON ENERGY COMPANY (LP)
04        Gordonsville Energy, LP (Delaware partnership) [see 4.06] 49%;
          50% w/Rapidan
03     Midwest Generation EME, LLC (Delaware LLC) 100%
04        Edison Mission Midwest Holdings Co. 100%
05            Edison Mission Overseas Co. (Com Ed project) 100%
06               Edison Mission Overseas Ltd. (Com Ed project) 100%
05            Midwest Generation, LLC (Com Ed project) 100%
03     Mission Capital, LP (Delaware LP) 3%; MIPS partnership
03     MISSION/EAGLE ENERGY COMPANY (inactive)
03     MISSION ENERGY CONSTRUCTION SERVICES, INC. (Provides construction
       services for Paiton Project)
03     MISSION ENERGY GENERATION, INC. (Inactive)
03     MISSION ENERGY HOLDINGS, INC.
04        Mission Capital, LP (Delaware LP) 97%; MIPS partnership
03     MISSION ENERGY HOLDINGS INTERNATIONAL, INC. [holds all the issued and
       outstanding stock of MEC International B.V.--see INTERNATIONAL section]
03     MISSION ENERGY INDONESIA (inactive)
03     MISSION ENERGY MEXICO (inactive)formerly the branch office in
       Mexico (no partnership)
03     MISSION ENERGY NEW YORK, INC. (GP & LP)
04        Brooklyn Navy Yard Cogeneration Partners, LP (Delaware
          partnership) 50% [see 4.04]
03     MISSION ENERGY WALES COMPANY
04        Mission Hydro Limited Partnership (UK limited partnership)
          [See International section for structure of Mission Hydro LP]
03     Mission Operations de Mexico, S.A. de C.V. 1%
03     MISSION TRIPLE CYCLE SYSTEMS COMPANY (GP)
04        Triple Cycle Partnership (Texas G.P.) 50%
03     NORTH JACKSON ENERGY COMPANY (inactive) [held for Akso Salt Proj]
03     NORTHERN SIERRA ENERGY COMPANY (GP)
04        Sobel Cogeneration Company (general partnership)50%
03     ORTEGA ENERGY COMPANY (Mid-County Cogen gas contracts)
03     PANTHER TIMBER COMPANY (GP)
04        American Kiln Partners, LP (Delaware limited partnership) 2%
03     PARADISE ENERGY COMPANY (inactive)
03     PLEASANT VALLEY ENERGY COMPANY (GP)
04        American Bituminous Power Partners, LP (Delaware limited
          partnership) 0.5%; 50% w/Aguila
05            American Kiln Partners, LP (Delaware Limited Partnership)
              0.5% of 53%
03     PRINCE GEORGE ENERGY COMPANY (LP)
04        Hopewell Cogeneration Limited Partnership (Delaware limited
          partnership) 24.75%
04        Hopewell Cogeneration Inc. (Delaware corporation) 25%
05            Hopewell Cogeneration Limited Partnership (Delaware limited
              partnership) 1%
03     QUARTZ PEAK ENERGY COMPANY (LP)
04        Nevada Sun-Peak LP (Nevada partnership) [see 4.07] 50%
03     RAPIDAN ENERGY COMPANY (GP)
04        Gordonsville Energy, LP (Delaware partnership) [see 4.06] 1%;
          50% w/Madison
03     REEVES BAY ENERGY COMPANY (GP & LP)
04        North Shore Energy LP (Delaware partnership) 50%; 100% w/Santa
          Clara
05            Northville Energy Corporation (New York corporation) 100%
03     RIDGECREST ENERGY COMPANY (GP)

                                       19
<PAGE>

04        Riverhead Cogeneration I, LP (Delaware partnership) 50%; 100%
          w/Centerport
03     RIO ESCONDIDO ENERGY COMPANY
03     RIVERPORT ENERGY COMPANY (GP & LP)
04        Riverhead Cogeneration II, LP (Delaware partnership) 50%; 100%
          w/San Pedro
03     SAN GABRIEL ENERGY COMPANY (inactive) (McKenzie gas contracts)
03     SAN JOAQUIN ENERGY COMPANY (GP)
04         Midway-Sunset Cogeneration Company, LP 50%
03     SAN JUAN ENERGY COMPANY (GP)
04        March Point Cogeneration Company 50%
03     SAN PEDRO ENERGY COMPANY (GP)
04        Riverhead Cogeneration II, LP (Delaware partnership) 50%; 100%
          w/Riverport
03     SANTA ANA ENERGY COMPANY (GP)
04        Riverhead Cogeneration III, LP (Delaware partnership) 50%; 100%
          w/Indian Bay
03     SANTA CLARA ENERGY COMPANY (GP)
04        North Shore Energy, LP (Delaware partnership) 50%; 100%
          w/Reeves Bay
05            Northville Energy Corporation (New York corporation) 100%
03     SILVERADO ENERGY COMPANY (GP)
04        Coalinga Cogeneration Company 50%
03     SILVER SPRINGS ENERGY COMPANY
04        Georgia Peaker, LP (Delaware limited partnership) 50%; 100%
          w/Lakeview
03     SONOMA GEOTHERMAL COMPANY (GP & LP)
04        Geothermal Energy Partners Ltd. (Aidlin) 5%LP
03     SOUTH COAST ENERGY COMPANY (GP)
04        Harbor Cogeneration Company 30%
03     SOUTHERN SIERRA ENERGY COMPANY (GP)
04        Kern River Cogeneration Company (general partnership) 50%
03     THOROFARE ENERGY COMPANY (inactive)
03     VIEJO ENERGY COMPANY (GP)
04        Sargent Canyon Cogeneration Company 50%
03     VISTA ENERGY COMPANY (New Jersey corporation) (inactive)
03     WESTERN SIERRA ENERGY COMPANY (GP)
04        Sycamore Cogeneration Company (general partnership) 50%

EDISON MISSION ENERGY INTERNATIONAL COMPANIES:
04        MEC International B.V. (Netherlands corporation) (Holding Company
          100% owned by MEC Holdings International, Inc. (California corp.))
          Address:  Apoliolaan 15, 1077 AB Amsterdam, The Netherlands
05            Adelaide Ventures Ltd. (Cayman Island company) 100%
05            Beheer-en Beleggingsmaatschappij Botara B.V. (LYB Peakers Project)
              100%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               Valley Power Pty Ltd. (proprietary limited Australia company;
                 LYB Peakers Project)
05            Beheer-en Beleggingsmaatschappij Hagra B.V. 100%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
05            Beheer-en Beleggingsmaatschappij Trepo B.V. 100%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
05            Edison Mission Energy Asia Pte Ltd. (Singapore private company
              limited by shares) 100% (EME's Regional Asia Pacific Headquarters)
              Address:  391-B Orchard Road, Ngee Ann City, Tower B,
              14th Floor, #14-08/10, Singapore 238874
06               Edison Mission Energy Asia Pacific Pte Ltd. (Singapore
                 corporation) 100%
                 Address:  391-B Orchard Road, Ngee Ann City, Tower B,
                 14th Floor, #14-08/10, Singapore 238874
06               Edison Mission Energy Fuel Company Pte Ltd. (Singapore
                 corporation) 100%
                 Address:  391-B Orchard Road, Ngee Ann City, Tower B,
                 14th Floor, #14-08/10, Singapore 238874

                                       20
<PAGE>

06               Edison Mission Operation & Maintenance Services Pte Ltd 100%
                 Address:  391-B Orchard Road, Ngee Ann City, Tower B,
                 14th Floor, #14-08/10, Singapore 238874
06               P.T. Edison Mission Operation and Maintenance Indonesia
                 (Indonesian company) 99%
                 Address:  Jl. Gen. A Yani No. 54
                 Probolinggo, East Java, Indonesia
05            Edison Mission Energy International B.V. (Netherlands company) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
05            Edison Mission Energy Services B.V. (Netherlands company) 100%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
05            Edison Mission Operation & Maintenance Services B.V.
              (Netherlands company) 100%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               Edison Mission Operation & Maintenance (Thailand) 100%
05            EME Tri Gen B.V. 100%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               Tri Energy Company Limited (Thai limited liability company)
                 (Tri Energy Project) (equity) 25% [see 4.17]
                 Address:  16th Floor, Grant Amarin Tower, New Petchburi Road,
                 Ratchathewi, Bangkok 10320 Thailand
05            EME Victoria B.V. 100% (inactive)
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
05            Global Generation B.V. 100%
              Address:  Apoliolaan 15, 1077 AB Amsterdam, The Netherlands
06               Caresale Services Limited
06               Edison First Power Holdings I 100% [PowerGen project]
07                  Edison Mission Marketing and Services Limited
                    (UK company)100%
07                  EME Finance UK Limited 100%
07                  Energy Generation Finance PLC 100%
07                  Maplekey Holdings Limited 100%
08                      Maplekey UK Finance Limited (UK company) 100% [Steamboat
                        project]
09                         Maplekey UK Limited (UK company)100%
                           [Steamboat project]
10                            Edison First Power Limited (Guernsey company) 100%
07                  South Australia Holdings Ltd. 100%
08                      Edison Mission Ausone Pty Ltd. (Australian company) 100%
08                      EME Adelaide Energy Ltd. (UK company) 100%
08                      EME Monet Ltd. (UK company) 100%
09                         Edison Mission De Laide Pty Ltd. (Australian company)
                           100%
09                         Edison Mission Vendesi Pty Ltd. (Australian company)
                           100%
09                         Edison Mission Utilities Pty.Ltd.(Australian company)
                           100%
06               Redbill Contracts Limited 100%
05            Hydro Energy B.V. (Netherlands limited liability company) 10%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               Iberica de Energias, S.A. (Spain corp) 96.65% [see 4.08]
                 Address:  Paseo de Gracia 18, Planta 4, 08007,
                 Barcelona, Spain
07                  Electrometalurgica del Ebro, S.A. ("EMESA") (Spain
                    corporation) 91.32% [see 4.09]
                    Address:  Paseo de Gracia 18, Planta 4, 08007,
                    Barcelona, Spain
08                      Monasterio de Rueda, S.L. (Spain) 100%
                        Address:  Paseo de Gracia 18, Planta 4, 08007,
                        Barcelona, Spain
05            Iberian Hy-Power Amsterdam B.V. (Netherlands limited liability
              company) 100%
              Address:  Strawinskylaan 1725, Amsterdam, NOORD-HOLL 1077 XX
06               Hydro Energy B.V. (Netherlands company) 90%
07                  Iberica de Energias,S.A.(Spain corporation)96.65% [see 4.08]
08                      Electrometalurgica del Ebro, S.A. ("EMESA") (Spain
                        corporation) 91.32% [see 4.09]
09                         Monasterio de Rueda, S.L. (Spain) 100%
06               Iberica de Energias, S.A. (Spain corporation) 3.35% [see 4.08]
07                  Electrometalurgica del Ebro, S.A. ("EMESA") (Spain

                                       21
<PAGE>

                    corporation) 91.32% [see 4.09]
08                      Monasterio de Rueda, S.L. (Spain) 100%
05            Latrobe Power Pty. Ltd. (Australian corporation) 99%
              Address:  Southgate Complex, Level 20, Tower East,
              40 City Road, South Melbourne, Victoria 3205
06               Mission Victoria Partnership (Australian partnership) 52.31%
                 (100% w/ Traralgon PPL 46.69% and MEVALP 1%)
07                  Latrobe Power Partnership (Australian partnership) 99% (owns
                    51% of the Loy Yang B facility; 49% to Gippsland
05            Loy Yang Holdings Pty Ltd (Australia corporation) 100%
              Address:  Southgate Complex, Level 20, Tower East,
              40 City Road, South Melbourne, Victoria 3205
06               Edison Mission Energy Holdings Pty Ltd (Australian corp.) 100%
                 Address:  Southgate Complex, Level 20, Tower East,
                 40 City Road, South Melbourne, Victoria 3205
07                  Edison Mission Energy Australia Ltd. (Australian public
                    company) 100%
                    Address:  Southgate Complex, Level 20, Tower East,
                    40 City Road, South Melbourne, Victoria 3205
08                      Latrobe Power Partnership (Australian partnership)1%
                        (owns 51% of the Loy Yang B facility; 49% to Gippsland
07                  Edison Mission Energy Australia Pilbara Power Pty Ltd.
                    (Australia company) 100%
                    Address:  Southgate Complex, Level 20, Tower East,
                    40 City Road, South Melbourne, Victoria 3205
07                  Edison Mission Operation & Maintenance Kwinana Pty Ltd.
                    (Australia) 100% (Operator of Kwinana Project)
                    Address:  Southgate Complex, Level 20, Tower East,
                    40 City Road, South Melbourne, Victoria 3205
07                  Edison Mission Operation & Maintenance Loy Yang Pty Ltd.
                    (Australian corporation) 100%
                    Address:  P.O. Box 1792, Traralgon, Victoria 3844,Australia
07                  Mission Energy Development Australia Pty Ltd.
08                      Gippsland Power Pty Ltd 100% (owns 49% of the Loy
                        Yang B facility; 51% to Latrobe Power Partnership)
07                  Mission Energy Holdings Superannuation Fund Pty Ltd.
                    (retirement fund required by Australia law) 100%
07                  Mission Energy (Kwinana) Pty Ltd. (Australia) 100%
                    Address:  Southgate Complex, Level 20, Tower East,
                    40 City Road, South Melbourne, Victoria 3205
08                      Kwinana Power Partnership (Australian G.P.) 1%
                        Address:  Level 23, St. Martins Tower
                        44 St George's Terrace, Perth WA 6000
06               Latrobe Power Pty. Ltd. (Australian corporation) 1%
07                  Mission Victoria Partnership (Australian partnership) 52.31%
08                      Latrobe Power Partnership (Australian partnership) 99%
                        (owns 51% of the Loy Yang B facility; 49% to Gippsland
06               Mission Energy Ventures Australia Pty. Ltd. (Australian
                 company) 100%
                 Address:  Southgate Complex, Level 20, Tower East,
                 40 City Road, South Melbourne, Victoria 3205
07                  Mission Victoria Partnership (Australian partnership) 1%
08                      Latrobe Power Partnership (Australian partnership) 99%
                        (owns 51% of the Loy Yang B facility; 49% to Gippsland
06               Traralgon Power Pty. Ltd. (Australian corporation) 1%
                 Address:  Southgate Complex, Level 20, Tower East,
                 40 City Road, South Melbourne, Victoria 3205
07                  Mission Victoria Partnership (Australian partnership)
                    46.69%
08                      Latrobe Power Partnership (Australian partnership) 99%
                        (owns 51% of the Loy Yang B facility; 49% to Gippsland
05            MEC Esenyurt B.V. (Netherlands company) (Doga Project) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               Doga Enerji Uretim Sanayi ve Ticaret L.S. (Turkish
                 corporation) (Project company) 80%

                                       22
<PAGE>

                 Address:  Merkez Man, Mahallesi Caddesi 11/8,
                 Esenyurt, Istanbul, Turkey
06               Doga Isi Satis Hizmetleri ve Ticaret L.S. (Turkish corporation)
                 (Heat company) 80%
                 Address:  Merkez Man, Mahallesi Caddesi 11/8,
                 Esenyurt, Istanbul, Turkey
06               Doga Isletme ve Bakim Ticaret L.S. (Turkish corporation) (O&M
                 company) 80%
                 Address:  Merkez Man, Mahallesi Caddesi 11/8,
                 Esenyurt, Istanbul, Turkey
05            MEC IES B.V. (Netherlands company) (ISAB Project) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               ISAB Energy Services s.r.l. 49% (services co ISAB
                 Project)
05            MEC India B.V. (Netherlands company) (Jojobera Project) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               Edison Mission Energy Power (Mauritius corporation) (Branch
                 office in India)
                 Address:  Louis Leconte Street, Curepipe, Mauritius
05            MEC Indo Coal B.V. (Netherlands company) (Adaro Project) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               P. T. Adaro Indonesia (equity) 10%
                 Address:  Suite 704, World Trade Centre, Jl. Jend.
                 Sudirman Kav. 31, Jakarta 12920 Indonesia
05            MEC Indonesia B.V. (Netherlands company) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               P. T. Paiton Energy Company (Indonesia company) (equity)
                 (Paiton Project) 40% [see 4.11]
                 Address:  Menara Batavia, 8th Floor, Jl. K. H.
                 Mas Mansyur Kav. 126, Jakarta 10220 Indonesia
05            MEC International Holdings B.V. (Netherlands corp) 100%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               Edison Mission Energy International B.V.(Netherlands company)1%
06               MEC Esenyurt B.V. (Netherlands company) (Doga Project) 1%
07                  Doga Enerji Uretim Sanayi ve Ticaret L.S. (Turkish
                    corporation) (Project company) 80%
07                  Doga Isi Satis Hizmetleri ve Ticaret L.S. (Turkish
                    corporation) (Heat company) 80%
07                  Doga Isletme Bakim Ticaret L.S. (Turkish corporation)
                    (O&M company) 80%
06               MEC IES B.V. (Netherlands company) (ISAB Project) 1%
07                  ISAB Energy Services s.r.l. 49%
06               MEC India B.V. (Netherlands company) 1%
07                      Edison Mission Energy Power (Mauritius corporation)
06               MEC Indo Coal B.V. (Netherlands company) (Adaro Project) 1%
07                  P. T. Adaro Indonesia (equity) 10%
06               MEC Indonesia B.V. (Netherlands company) 1%
07                  P. T. Paiton Energy Company (Indonesia company) (equity)
                    (Paiton Project) 40% [see 4.11]
06               MEC Laguna Power B.V. (Netherlands company) (Thailand
                 Project) 1%
07                  Gulf Power Generation Co. Ltd. (Bangkok corporation) 40%
06               MEC Perth B.V. (Netherlands company) (Kwinana Project) 1%
07                  Kwinana Power Partnership (Australian G.P.) [see 4.16]
06               MEC Priolo B.V. (Netherlands company) (ISAB Project) 1%
07                  ISAB Energy, s.r.l. (Italian J.V. company) (equity) [see
                    4.12] 1% of 49% (quota, not shares)
06               MEC San Pascual B.V. (Netherlands company) 1%
07                  San Pascual Cogeneration Company International B.V. 50%
08                      San Pascual Cogeneration Company (Philippines) Ltd.
                        (San Pascual Project) (equity) 1%GP and 74%LP
07                  Morningstar Holdings B.V. (formerly Beheer-en
                    Beleggingsmaatschappij Vestra B.V.) 50%
06               MEC Sidi Krir B.V. (Netherlands company) 1%

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<PAGE>

06               MEC Sumatra B.V. (Netherlands company) 1%
06               MEC Wales B.V. (Netherlands Company) 1%
07                  Mission Hydro Limited Partnership (UK limited partnership)
08                      EME Generation Holdings Limited (UK company) 100%
09                         Loyvic Pty Ltd. (Australia company) 100%
10                            Energy Capital Partnership (Australia partnership)
                              1%
11                               Enerloy Pty Ltd. (Australia company) 100%
09                         EME Victoria Generation Limited (UK company) 100%
10                            Energy Capital Partnership (Australia partnership
                              98%
11                               Enerloy Pty Ltd. (Australia company) 100%
09                         Energy Capital Partnership (Australia partnership)
                           1%LP
10                            Enerloy Pty Ltd. (Australia company) 100%
09                         First Hydro Holdings Company (Australia partnership)
                           99%
10                            First Hydro Company [see 4.13] 99%
10                            First Hydro Finance plc
11                               First Hydro Company [see 4.13] 1%
06               Mission Energy Italia s.r.l. 10% (Office in Italy)
06               P.T. Edison Mission Operation and Maintenance Indonesia
                 (Indonesian company) 1%
05            MEC Laguna Power B.V. (Netherlands co) (Malaya Project) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               Gulf Power Generation Co. Ltd. (Bangkok corporation) 40%
                 Address:  888/101 Mahatun Plaza Tower, 10th Floor, Ploenchit,
                 Lumphini, Patumwan, Bangkok 10330
05            MEC Perth B.V. (Netherlands company) (Kwinana Project) 99%
06               Kwinana Power Partnership (Australian G.P.) 99% [See 4.16]
                 Address:  Level 23, St. Martins Tower
                 44 St George's Terrace, Perth WA 6000
05            MEC Priolo B.V. (Netherlands company) (ISAB Project) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               ISAB Energy, s.r.l. (Italian J.V. company) (equity) [see
                 4.12] 99% of 49% (quota, not shares)
                 Address:  Corso Gelone No. 103, Siracusa, Sicily, Italy
05            MEC San Pascual B.V. (Netherlands company) 99%
              Address:  Croeselaan 18, 3521 CB Utrecht, The Netherlands
06               San Pascual Cogeneration Company International B.V. 50%
                 Address:  Croeselaan 18, 3521 CB Utrecht, The Netherlands
07                  San Pascual Cogeneration Company (Philippines) Ltd (San
                    Pascual Project) (equity) 1%GP and 74%LP
                    Address:  Unit 1610/1611, Tower One, Ayala Triangle, Ayala
                    Avenue, 1200 Makati City, Metro Manila, Republic of the
                    Philippines
06               Morningstar Holdings B.V. (formerly Beheer-en
                 Beleggingsmaatschappij Vestra B.V.) 50%
                 Address:  Croeselaan 18, 3521 CB Utrecht, The Netherlands
05            MEC Sidi Krir B.V. (Netherlands company) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
05            MEC Sumatra B.V. (Netherlands company) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
05            MEC Wales B.V. (Netherlands company) 99%
              Address:  Croeselaan 18, 3500 GT Utrecht, The Netherlands
06               Mission Hydro Limited Partnership 69%
                 Address:  Lansdowne House, Berkeley Square,
                 London W1X5DH England
07                  EME Generation Holdings Limited (UK company) 100%
08                      Loyvic Pty Ltd. (Australia company) 100%
09                         Energy Capital Partnership (Australia partnership) 1%
10                            Enerloy Pty Ltd. (Australia company) 100%
08                      EME Victoria Generation Limited (UK company) 100%
09                         Energy Capital Partnership (Australia partnership 98%
10                            Enerloy Pty Ltd. (Australia company) 100%
08                      Energy Capital Partnership (Australia partnership) 1%LP
09                         Enerloy Pty Ltd. (Australia company) 100%
08                      First Hydro Holdings Company (Australia partnership) 99%

                                       24
<PAGE>

                        Address:  Lansdowne House, Berkeley Square,
                              London W1X5DH England
09                         First Hydro Company [see 4.13] 99%
                           Address:  Bala House, St. David's Park
                           Ewloe, Dlwyd, Wales CH5 3XJ
09                         First Hydro Finance plc 100%
                           Address:  Lansdowne House, Berkeley Square,
                              London W1X5DH England
10                            First Hydro Company [see 4.13] 1%
                              Address:  Bala House, St. David's Park
                              Ewloe, Dlwyd, Wales CH5 3XJ
05            Mission Energy Company (UK) Limited (United Kingdom private
              limited company) 100%
              Address:  Lansdowne House, Berkeley Square,
              London W1X5DH England
06               Derwent Cogeneration Limited (United Kingdom private limited
                 liability company) (equity) [see 4.14] 33%
                 Address:  Lansdowne House, Berkeley Square,
                 London W1X5DH England
06               Edison Mission Energy Limited (UK private limited company) 100%
                 Address:  Lansdowne House, Berkeley Square,
                 London W1X5DH England
06               Edison Mission Operation & Maintenance Limited (a United
                 Kingdom corporation) 100%
                 Address:  Lansdowne House, Berkeley Square,
                 London W1X5DH England
06               Edison Mission Services Limited(UK private limited company)100%
                 Address:  Lansdowne House, Berkeley Square,
                 London W1X5DH England
06               Mission Hydro (UK) Limited 100%
                 Address:  Lansdowne House, Berkeley Square,
                 London W1X5DH England
07                  First Hydro Holdings Company 1%
08                      First Hydro Company [see 4.13] 99%
08                      First Hydro Finance plc 100%
09                         First Hydro Company [see 4.13] 1%
07                  Mission Hydro Limited Partnership 1%GP
08                      EME Generation Holdings Limited (UK company) 100%
09                         Loyvic Pty Ltd. (Australia company) 100%
10                           Energy Capital Partnership(Australia partnership)1%
11                               Enerloy Pty Ltd. (Australia company) 100%
09                         EME Victoria Generation Limited (UK company) 100%
10                           Energy Capital Partnership (Australia partnership
                             98%
11                               Enerloy Pty Ltd. (Australia company) 100%
09                         Energy Capital Partnership (Australia partnership)
                           1%LP
10                           Enerloy Pty Ltd. (Australia company) 100%
09                         First Hydro Holdings Company (Australia partnership)
                           99%
10                           First Hydro Company [see 4.13] 99%
10                           First Hydro Finance plc 99%
11                               First Hydro Company [see 4.13] 1%
06               Mission (No. 2) Limited (UK private limited company) 100%
                 Address:  Lansdowne House, Berkeley Square,
                 London W1X5DH England
06               Pride Hold Limited (United Kingdom corporation) 99%
                 Address:  Lansdowne House, Berkeley Square,
                 London W1X5DH England
07                  Lakeland Power Ltd. (United Kingdom private limited
                    liability company) [see 4.15] 80%
                    Address:  Roosecote Power Station, Barrow-In-Furness,
                    Cumbria, England LA13 OPX
07                  Lakeland Power Development Company (UK corporation) 100%
                    Address:  Lansdowne House, Berkeley Square,
                    London W1X5DH England
06               Rapid Energy Limited
05            Mission Energy Italia s.r.l. 90% Representative Office in Italy

                                       25
<PAGE>

              Address:  Villa Brasini, Via Flaminia 497, 00191 Rome Italy
05            Pride Hold Limited (United Kingdom corporation) 1%
              Address:  Lansdowne House, Berkeley Square,
              London W1X5DH England
06               Lakeland Power Ltd. (United Kingdom private limited liability
                 company) [see 4.15] 80%
                 Address:  Roosecote Power Station, Barrow-In-Furness,
                 Cumbria, England LA13 OPX
06               Lakeland Power Development Company (UK corporation) 100%
                 Address:  Lansdowne House, Berkeley Square,
                 London W1X5DH England
05            Rillington Holdings Limited (Gibraltar)
              Address:  57/63 Line Wall Road, Gibraltar
06               EcoElectrica S.a.r.l. (Luxemburg) to be dissolved by 08/99
                 Address:                        Luxemburg
07                  EME del Caribe Holding GmbH (Austria)
                    Address:  4020 Linz, Landstrasse 12, Austria
08                      EME del Caribe (Cayman Islands)
                        Address:  First Floor, Caledonian House, Mary Street,
                        George Town, Grand Cayman, Cayman Islands
09                         EcoElectrica Holdings, Ltd. (Cayman Islands) 50%
                           Address:  1350 GT, The Huntlaw Building, Fort Street,
                           Grand Cayman, Cayman Islands
10                            EcoElectrica Ltd. (Cayman Islands) 100%
                              Address:  1350 GT, The Huntlaw Building,
                              Fort Street, Grand Cayman, Cayman Islands
11                               EcoElectrica LP (Bermuda partnership)(equity)1%
                                 Address:  Plaza Scotiabank, 273 Ponce de Leon
                                 Avenue, Suite 902, Hato Rey, Puerto Rico 00918
10                            EcoElectrica LP (Bermuda partnership) (equity) 99%
                              Address:  Plaza Scotiabank, 273 Ponce de Leon
                              Avenue, Suite 902, Hato Rey, Puerto Rico 00918
05            Southwestern Generation B.V. 100%
              Address:  Croeselaan 18, 3521 CB Utrecht, The Netherlands
05            Traralgon Power Pty. Ltd. (Australian corporation) 99%
              Address:  Southgate Complex, Level 20, Tower East,
              40 City Road, South Melbourne, Victoria 3205
06               Mission Victoria Partnership (Australian partnership) 46.69%
                 (100% w/ Latrobe PPL 52.31% and MEVALP 1%)
07                  Latrobe Power Partnership (Australian partnership)
                    (owns 49% of the Loy Yang B facility; 51% to Latrobe
                    Power Partnership)


Prepared by:
Bonita J. Smith, Business Analyst
Corporate Governance, SCE Law Department
(626) 302-1930   Email:  smithbj@sce.com

                                       26
<PAGE>

                      SCHEDULE OF RETIREMENT BENEFITS(1)(2)

Projected annual and lump-sum values(3)

                                               Executive          Retirement
                                            Retirement Plan          Plan
                                            ---------------       ----------
Annual Value of Life Annuity
----------------------------
Payment commencing March 1, 2000                  N/A                6,360

Payment commencing March 1, 2007                63,720                N/A


Lump Sum Value
--------------
As of February 1, 2000                            N/A              89,500(4)

As of March 1, 2007                          730,000(4)(5)            N/A


--------------------------
     (1) All benefits  under these Plans are subject to the express terms of the
relevant Plans.

     (2) Benefit  payment  commencement on March 1, 2000 for the Retirement Plan
and March 1, 2007 (age 55) for the Executive  Retirement  Plan,  assuming  final
date of employment is during January 2000.

     (3)  Assumes  Executive  receives  a bonus of 75% of base pay  (125% of his
target bonus of 60%) for 1999.

     (4) The  annuity  value  of the  Retirement  Plan is  determined  as of the
assumed payment  commencement date using a 6.07% interest rate. The lump sum for
the Executive Retirement Plan uses an interest rate of 7.33%.

     (5)  Lump-sum   distributions   are  not  available  for  those   employees
terminating prior to age 55. This value is shown for illustrative purposes only.



<PAGE>



             SCHEDULE OF VESTED OPTIONS

------------ --------- ---------- ---------- ---------
   Date       Grant     Vesting     Grant     Vested
   Grant      Type      Schedule    Price     Shares
------------ --------- ---------- ---------- ---------

------------------------------------------------------
          Options For Parent Company Stock
------------------------------------------------------
 8/23/93     EIXD          3       $24.4375    20,000
  1/3/94     EIXD          3       $20.1875    10,000
  1/3/94     EIXD          3       $20.1875     4,100
  1/3/95     EIXD          3       $14.5625    10,000
  1/2/96     EIXD          3       $17.6250    10,200
  1/2/97     EIXD          3       $19.7500    10,500
  1/2/98     EIXD          4       $27.2500     6,650
  1/4/99     EIX           4       $28.1250     3,935
  1/4/99     EIXD          4       $28.1250     1,840
                                               ------
             Total                             77,225

------------------------------------------------------
               Company Phantom Options
------------------------------------------------------

  1/3/94     EME           3      $169.2742    17,820
  1/3/95     EME           3      $154.2317    43,190
  1/2/96     EME           3      $181.0666    30,800
  1/2/97     EME           3      $226.6772    22,800
  1/4/98     EME           4      $313.8153     3,930
  1/4/99     EME           4      $334.4392     2,670
                                              -------
             Total                            121,210



<PAGE>



                             FORM OF GENERAL RELEASE

     THIS GENERAL RELEASE ("Release") is being delivered as of January 17, 2000
by Edward R. Muller (the "Executive") to Edison Mission Energy, a California
corporation (the "Company"), pursuant to Section 2.07 of that certain agreement
related to Executive's employment with the Company being executed concurrently
herewith by Executive and the Company (the "Agreement"). All capitalized terms
not otherwise defined herein have the same meaning as is given to them in the
Agreement.

     (a) Executive, on behalf of himself and his descendants, ancestors, heirs,
executors, successors, assigns and administrators (collectively, "Releasor"),
hereby releases, remises, acquits and forever discharges, and agrees to
indemnify and hold harmless, (x) the Company, (y) each of its Affiliates, and
(z) each of its and/or their partners, predecessors, successors, assigns,
officers, directors, shareholders, representatives, insurers, attorneys,
employees and agents, past, present and future, in their respective capacities
as such (collectively, "Releasees"), from and against any and all claims,
demands, obligations, causes of action, debts, expenses, damages, judgments,
orders and liabilities of whatever kind or nature, in law, equity or otherwise,
whether now known or unknown, suspected or unsuspected, matured or unmatured,
and whether concealed or hidden (collectively, "Claims"), which Executive now
owns or holds or has at any time heretofore owned or held or had, or may at any
time own or hold or have, against the Releasees or any of them, including, but
not limited to any Claim arising out of or in any way connected to any
transactions, occurrences, acts or omissions regarding or relating to his
employment with the Company, or the end of his employment with the Company,
including, but not limited to, Claims arising from any alleged violation by the
Company of any federal, state or local constitutions, statutes, ordinances or
common laws, including but not limited to, the California Fair Employment and
Housing Act, Employee Retirement Income Security Act, Americans With
Disabilities Act and Title VII of the Civil Rights Act of 1964 and/or the Civil
Rights Act of 1991.

     (b) Except for those matters that are expressly excluded, the release set
forth herein is intended as a release of all Claims that the Releasor may have
against the Releasees or any of them, whether now known or unknown. In
furtherance thereof, Executive expressly waives and relinquishes any right to
assert hereafter that any claim, demand, obligation and/or cause of action has,
through ignorance, oversight, error or otherwise, been omitted from the terms of
this Agreement. Executive makes this waiver with full knowledge of his rights,
after consulting with legal counsel, and with specific intent to release both
his known and unknown claims. Accordingly, Releasor specifically waives all
rights and benefits afforded by California Civil Code Section 1542 and does so
understanding and acknowledging the significance of such specific waiver of such
statutory protection, which provides as follows:

<PAGE>

      "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
      CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
      TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
      MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Thus, notwithstanding the foregoing provisions of the California Civil Code, and
for the purposes of implementing a full and complete release and discharge of
the Releasees, Executive expressly acknowledges that the foregoing release is
intended to include in its effect, without limitation, all Claims that Executive
does not know or suspect to exist in his favor at the time of the execution
hereof, and the foregoing release contemplates the extinguishment of any such
Claim or Claims except to the extent expressly set forth herein. Executive
further acknowledges that he has been advised to consult with an attorney and is
receiving compensation beyond that to which he is entitled.

     (c) Executive represents and warrants that he has not filed or caused to be
filed any complaints or charges against the Company, any of its Affiliates or
any of its or their officers, directors, agents, employees or representatives
with or before any local, state or federal governmental agency or court or any
arbitrator or other tribunal, and no such complaint or charge by or on behalf of
the Executive is currently pending. Executive further agrees not to file any
complaints, actions or charges of any nature against the Releasees relating to
any event or alleged event including, but not limited to, those arising from
Executive's employment with and/or separation from employment with the Company,
which occurred from the beginning of time until the execution of this Release.

     (d) Nothing in this Release shall be construed or interpreted as a release,
acquittal, discharge or waiver of:

     (i) Executive's rights to the compensation, reimbursements, benefits and
perquisites described in Article 2 of the Agreement;

     (ii) Any of the Company's  other  obligations  arising under the Agreement;

     (iii) Any right which Executive now has or may have to claim indemnity
(including advancement of expenses) for liabilities in connection with his
lawful activities as a director, officer or employee of the Company and certain
of its Affiliates, pursuant to the terms of any applicable statute, under any
insurance policy, pursuant to the certificate or articles of incorporation,
bylaws or similar charter documents of any Releasee, or pursuant to the terms of
any applicable indemnification agreement to which Executive and the Company or
any Affiliate of the Company are or have been parties; or

<PAGE>

     (iv) Claims arising under the Federal Age Discrimination in Employment Act.

     (e) The provisions of Section 5.01 through 5.05, 5.07, 5.08, and 5.12
through 5.14 of the Agreement apply to this Release and are incorporated herein
by reference as though fully set forth hereat.

     IN WITNESS WHEREOF, the Executive has executed and delivered this Release
as of the day and year first above written.

                               Edward R. Muller
                               --------------------------------------
                               Edward R. Muller

<PAGE>

                       FORM OF AGE DISCRIMINATION RELEASE

     THIS AGE DISCRIMINATION RELEASE ("Release") is being delivered as of
January 17, 2000 by Edward R. Muller (the "Executive") to Edison Mission Energy,
a California corporation (the "Company"), pursuant to Section 2.07 of that
certain agreement related to Executive's employment with the Company being
executed concurrently herewith by Executive and the Company (the "Agreement").
All capitalized terms not otherwise defined herein have the same meaning as is
given to them in the Agreement.

     (a) Executive, on behalf of himself and his descendants, ancestors, heirs,
executors, successors, assigns and administrators (collectively, "Releasor"),
hereby releases, remises, acquits and forever discharges, and agrees to
indemnify and hold harmless, (x) the Company, (y) each of its Affiliates, and
(z) each of its and/or their partners, predecessors, successors, assigns,
officers, directors, shareholders, representatives, insurers, attorneys,
employees and agents, past, present and future, in their respective capacities
as such (collectively, "Releasees"), from and against any and all claims,
demands, obligations, causes of action, debts, expenses, damages, judgments,
orders and liabilities of whatever kind or nature, in law, equity or otherwise,
whether now known or unknown, suspected or unsuspected, matured or unmatured,
and whether concealed or hidden (collectively, "Claims"), which Executive now
owns or holds or has at any time heretofore owned or held or had, or may at any
time own or hold or have, against the Releasees or any of them, arising out of
or in any way connected to the Federal Age Discrimination in Employment Act.

     (b) Except for those matters that are expressly excluded, the release set
forth herein is intended as a release of all Claims that the Releasor may have
against the Releasees or any of them, whether now known or unknown, arising
under the Federal Age Discrimination in Employment Act. In furtherance thereof,
Executive expressly waives and relinquishes any right to assert hereafter that
any such claim, demand, obligation and/or cause of action has, through
ignorance, oversight, error or otherwise, been omitted from the terms of this
Agreement. Executive makes this waiver with full knowledge of his rights, after
consulting with legal counsel, and with specific intent to release both his
known and unknown claims. Accordingly, Releasor specifically waives all rights
and benefits afforded by California Civil Code Section 1542 and does so
understanding and acknowledging the significance of such specific waiver of such
statutory protection, which provides as follows:

      "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
      CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
      TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
      MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

<PAGE>

     Thus, notwithstanding the foregoing provisions of the California Civil
Code, and for the purposes of implementing a full and complete release and
discharge of the Releasees in respect of Claims arising under Federal Age
Discrimination in Employment Act, Executive expressly acknowledges that the
foregoing release is intended to include in its effect, without limitation, all
Claims arising under such Act that Executive does not know or suspect to exist
in his favor at the time of the execution hereof, and the foregoing release
contemplates the extinguishment of any such Claim or Claims except to the extent
expressly set forth herein.

     (c) Executive acknowledges that as of the date hereof, he will have had at
least twenty-one (21) days to consider the terms of the release set forth herein
and that he has been advised that he has a period of seven (7) days following
his execution of this Release in which to revoke the entire release granted
hereby and that any such revocation must be in writing, signed by Executive, and
hand delivered to the Chairman of the Board of the Company prior to the
expiration of such seven (7) day period. Executive further acknowledges that he
has been advised to consult with an attorney and is receiving compensation
beyond that to which he is entitled.

     (d) Executive represents and warrants that he has not filed or caused to be
filed any complaints or charges against the Company, any of its Affiliates or
any of its or their officers, directors, agents, employees or representatives
with or before any local, state or federal governmental agency or court or any
arbitrator or other tribunal arising under the Federal Age Discrimination in
Employment Act, and no such complaint or charge by or on behalf of the Executive
is currently pending. Executive further agrees not to file any such complaints,
actions or charges of any nature against the Releasees relating to any event or
alleged event including, but not limited to, those arising from Executive's
employment with and/or separation from employment with the Company, which
occurred from the beginning of time until the execution of this Release.

     (e) Nothing in this Release shall be construed or interpreted as a release,
acquittal, discharge or waiver of:

     (i) Executive's rights to the compensation, reimbursements, benefits and
perquisites described in Article 2 of the Agreement;

     (ii) Any of the Company's other obligations arising under the Agreement; or
<PAGE>

     (iii) Any right which Executive now has or may have to claim indemnity
(including advancement of expenses) for liabilities in connection with his
lawful activities as a director, officer or employee of the Company and certain
of its Affiliates, pursuant to the terms of any applicable statute, under any
insurance policy, pursuant to the certificate or articles of incorporation,
bylaws or similar charter documents of any Releasee, or pursuant to the terms of
any applicable indemnification agreement to which Executive and the Company or
any Affiliate of the Company are or have been parties.

     (f) The provisions of Section 5.01 through 5.05, 5.07, 5.08, and 5.12
through 5.14 of the Agreement apply to this Release and are incorporated herein
by reference as though fully set forth hereat.

     IN WITNESS WHEREOF, the Executive has executed and delivered this Release
as of the day and year first above written.


                                   Edward R. Muller
                             --------------------------------------
                                   Edward R. Muller