EX-10.4 7 a2135451zex-10_4.htm EXHIBIT 10.4
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Exhibit 10.4


EDISON MISSION ENERGY
BV SALE RETENTION PLAN—AUSTRALIA


TABLE OF CONTENTS

 
    
   Page
ARTICLE 1   ESTABLISHMENT, TERM, AND PURPOSE   1
  1.1   Establishment of the Plan.   1
  1.2   Purpose of the Plan.   1
ARTICLE 2   DEFINITIONS   2
ARTICLE 3   PARTICIPATION   2
  3.1   Participation   2
  3.2   Termination of Employment   3
  3.3   Re-Employment   3
  3.4   Notice of Termination   3
  4.1   Right to Payment of Retention Benefit   3
  4.3   Timing and Manner of Payment   3
ARTICLE 5   TAXES   4
ARTICLE 6   PAYMENT OBLIGATIONS   4
  6.1   Liability for Payment   4
  6.2   Payment of Obligations Absolute   4
  6.3   Unsecured General Creditor   4
  6.4   Other Benefit Plans   4
ARTICLE 7   RESOLUTION OF DISPUTES   5
  7.1   Claim   5
  7.2   Claim Decision   5
  7.3   Request for Review   5
  7.4   Review of Decision   5
ARTICLE 8   RESOLUTION OF DISPUTES—ARBITRATION   5
  8.1   General   5
  8.2   Arbitration of Claims   5
  8.3   Discovery   6
  8.4   Subpoenas   6
  8.5   Designation of Witnesses   6
ARTICLE 9   SUCCESSORS AND ASSIGNMENT   7
  9.1   Successors to the Company   7
ARTICLE 10   ADMINISTRATION OF THE PLAN   7
  10.1   Committee Action   7
  10.2   Powers and Duties of the Committee   7
  10.3   Construction and Interpretation   8
  10.4   Information   8
  10.5   Compensation, Expenses and Indemnity   8
ARTICLE 11   MISCELLANEOUS   8
  11.1   Release Agreement   8
  11.2   Term of the Plan   9
  11.3   Notice of Termination   9
  11.4   Beneficiaries   9
  11.5   Payments on Behalf of Persons Under Incapacity   9
  11.6   Gender and Number   10
  11.7   Severability   10
  11.8   Modification   10
  11.9   Notice   10
  11.10   Applicable Law   10
  11.11   No Sale Obligation   10

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EDISON MISSION ENERGY
BV SALE RETENTION PLAN—AUSTRALIA

ARTICLE 1
ESTABLISHMENT, TERM, AND PURPOSE

        1.1    Establishment of the Plan.    Edison Mission Energy hereby establishes a retention plan to be known as the "Edison Mission Energy BV Sale Retention Plan—Australia" (the "Plan"). This Plan will become effective on and from February 19, 2004 (the "Effective Date").

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

ARTICLE 2
DEFINITIONS

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

    (a)
    "Base Salary" means the Participant's annual base salary of record for benefit purposes paid to a Participant by the Company and/or one or more Employers (whether or not deferred), but excludes (i) incentive, retention, signing or other bonus compensation, (ii) severance, and (iii) any other form of compensation or benefit.

    (b)
    "Beneficiary" means the person or entity designated or deemed designated under Section 11.4 of the Plan.

    (c)
    "Board" means the Board of Directors of the Company.

    (d)
    "BV Sale" means one or more transactions outside of the ordinary course that amount, in the aggregate, to a sale of all or substantially all of the assets or interests of BV, provided that a transaction included in the BV Sale must be specifically approved by the Board in advance of the consummation of the BV Sale. For purposes of this definition, "substantially all" shall mean stock or interests in and assets of BV (including stock and interests in Subsidiaries) (including EcoElectrica) representing or generating at least 90% of BV's 2003 revenue base as set out in the attached Exhibit A; provided that the Board may, in its discretion, lower the 90% threshold in light of all circumstances existing at the time of the sale and the degree to which the Company has exited the international market; and provided further, that for purposes of this definition, the assets of the BV shall be deemed to include the interest of Mission Energy Wales (U.S.) in the Mission Hydro Ltd. Partnership (UK);

    (e)
    "Cause" means the occurrence of any one or more of the following:

    (1)
    The Participant's conviction for, or pleading guilty to, committing an act of fraud, embezzlement, theft, or other criminal act punishable by a term of imprisonment of 6 months or more;

    (2)
    A significant adverse change in the Participant's performance of his or her duties (which duties shall include, but not be limited to, the Participant's customary duties as well as any reasonable duties that may be assigned to him or her to help effect the BV Sale), including but not limited to a failure to comply with the Company's policies and

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        instructions regarding the BV Sale and the confidentiality of certain information related thereto; or

      (2)
      Wilful misconduct by the Participant that: (i) if the event giving rise to the termination of the Participant's employment occurs before the sale of the Participant's Employer or while the Participant is otherwise employed by an Employer, is in violation of the Company's and/or the Participant's Employer's policies and practices applicable to the Participant from time to time; or (ii) if the event giving rise to the termination of the Participant's employment occurs after the sale of the Participant's Employer when the Participant is no longer employed by an Employer, would have resulted in the termination of the Participant's employment by the Company or the Participant's Employer under the Company's and/or the Participant's Employer's policies and practices applicable to the Participant in effect immediately prior to such sale. However, an act or an omission of a Participant will only be considered "wilful" where it is committed in bad faith and without reasonable belief that the act or omission was in the best interest of the Company and the Employer.

    (f)
    "Code" means the United States Internal Revenue Code of 1986, as amended.

    (g)
    "Committee" means the Board or one or more committees appointed by the Board.

    (h)
    "Company" means Edison Mission Energy, a Delaware corporation, or any successor thereto as provided in Section 9.1.

    (i)
    "Disability" shall mean, for all purposes of this Plan, the Participant's eligibility for benefits under his or her Employer's long-term disability plan applicable to the Participant, as determined by the Employer.

    (j)
    "Employer" means the Company or any Subsidiary or affiliated business of the Company that employs the Participant.

    (k)
    "Participant" means any person who is a participant in this Plan as determined in accordance with Article 3.

    (l)
    "PAYG Withholding" has the same meaning as in Schedule 1 to the Taxation Administration Act 1953 (Cth).

    (m)
    "Purchaser" means any person or entity or affiliate thereof that has purchased all or any part of the assets or interests of BV outside the ordinary course in a transaction that is included in the BV Sale.

    (n)
    "Retention Benefit" means the retention benefit set out in Article 4 of this Plan.

    (o)
    "STI" means the short term incentive program, if any, maintained by the Company or by an Employer in which a Participant participates.

    (p)
    "Subsidiary" means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

    (q)
    "USD" means United States dollars.

ARTICLE 3
PARTICIPATION

        3.1    Participation.    The Company's management, in its sole discretion, shall determine those employees of an Employer who are eligible to be Participants in the Plan and the Retention Benefit which each Participant may become eligible to receive under the Plan. An employee who is eligible to become a Participant will only become a Participant once he or she has signed and returned to the

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Company a participation agreement in the form provided by the Company (a "Participation Agreement") in accordance with the requirements set out in the Participation Agreement. The Participation Agreement shall set out whether the Participant may become eligible for a Retention Benefit under the Plan and additional details about the Plan.

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

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

        3.4    Notice of Termination.    Any termination of a Participant's employment by his or her Employer for Cause shall be communicated by Notice of Termination. For purposes of this Plan, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision or provisions in this Plan relied upon. The Notice of Termination shall be effective on the date specified in Section 11.9 of this Plan.

ARTICLE 4
RETENTION BENEFIT

        4.1    Right to Payment of Retention Benefit.    A Participant who has been designated as eligible to receive a Retention Benefit pursuant to this Article 4 shall be entitled to receive from the Company a Retention Benefit if he or she remains employed by his or her Employer until the first to occur of: (1) a termination of the Participant's employment by his or her Employer without Cause (and other than due to the Participant's death or Disability), (2) a sale by the Company of the Participant's Employer, (3) the BV Sale, (4) a public announcement by the Company that the BV Sale has been terminated, or (5) July 1, 2005. If a Participant's employment by his or her Employer terminates prior to July 1, 2005 for any reason other than by his or her Employer without Cause (and other than due to the Participant's death or Disability), then such Participant shall not be entitled to a Retention Benefit.

        4.2    Retention Benefits.    If a Participant becomes entitled to a Retention Benefit pursuant to Section 4.1, the amount of such benefit shall be set out in the Participant's Participation Agreement.

        4.3    Timing and Manner of Payment.    Any Retention Benefit shall be paid by the Company to the Participant (or his or her Beneficiary) in the form of a single lump sum cash payment within 60 days after the date such benefit becomes payable pursuant to Section 4.1.

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ARTICLE 5
TAXES

        The Company and/or the Participant's Employer, as applicable, has the right to withhold from any amount otherwise payable to a Participant under or pursuant to this Plan the amount of any taxes or other statutory deductions that the Company or such Employer, or any of their respective subsidiaries or affiliates, may legally be required to withhold with respect to such payment (including, without limitation, any amounts required to be withheld under PAYG Withholding and any United States Federal taxes, and any other foreign, state, city, or local taxes). Each Participant and Beneficiary shall be solely responsible for all income taxes arising in connection with participation in this Plan or benefits hereunder.

ARTICLE 6
PAYMENT OBLIGATIONS

        6.1    Liability for Payment.    The Company shall be liable for the payment of a Retention Benefit under this Plan with respect to each Participant.

        6.2    Payment of Obligations Absolute.    Subject to Sections 11.1 and 3.3 and Article 5, the Company and any of its Subsidiaries' or affiliates' obligations to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company and any of its Subsidiaries or affiliates may have against the Participant or anyone else. All amounts payable by the Company and any of its Subsidiaries or affiliates under the Plan shall be paid without notice or demand. Each and every payment made under the Plan by the Company and any of its Subsidiaries or affiliates shall be final, and neither the Company nor its Subsidiaries or affiliates shall seek to recover all or any part of such payment from the Participant or from whomsoever may be entitled thereto, for any reasons whatsoever, except as otherwise provided in Section 3.3 or Article 8 and subject to the Participant's compliance with Section 11.1 and the agreement contemplated thereby.

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

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

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ARTICLE 7
RESOLUTION OF DISPUTES

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

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

        If the claim is denied in whole or in part, the Committee shall inform the Claimant in writing, using language calculated to be understood by the Claimant, setting out: (a) the specific reason or reasons for such denial; (b) the specific reference to pertinent provisions of this Plan on which such denial is based; (c) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary; (d) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (e) the time limits for requesting a review under Section 7.3.

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

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

ARTICLE 8
RESOLUTION OF DISPUTES—ARBITRATION

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

        8.2    Arbitration of Claims.    Unless superseded by express provision in the Participant's Participation Agreement, the Company, the Participant, and the Participant's Employer hereby consent to the resolution by mandatory and binding arbitration of all disputes or differences arising out of or in connection with this Plan that the Company or the Participant's Employer may have against the Participant, or that the Participant may have against the Company, his or her Employer, or against either of their officers, directors, employees or agents acting in their capacity as such. It is further agreed that the award made by the arbitrator on any dispute or difference which is referred to for arbitration in accordance with this Article 8, shall be final and binding upon the Company, the Participant, and the Participant's Employer and that judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.

        All expenses of such arbitration, including the reasonable fees and expenses of the legal representative for the Participant, shall be paid and borne by the Company or the Participant's Employer; provided, however, that if the arbitrator determines that the Participant did not commence

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the arbitration in good faith and had no reasonable basis therefor or that the Participant failed to comply with Section 11.1 or breached the agreement contemplated thereby, the Participant shall repay all advanced fees and expenses and shall reimburse the Company and the Participant's Employer for their reasonable legal fees and expenses in connection therewith.

        Except as otherwise provided in this procedure or by mutual agreement of the parties, any arbitration shall be administered by a single arbitrator and, subject to the provisions of this Article 8, the Commercial Arbitration Act 1984 (Vic) (the "Act") shall apply to the reference to arbitration. The arbitration shall be held in Melbourne in the State of Victoria, Australia or at such other location as all the parties may mutually agree. Pre-hearing and post-hearing procedures may be held by telephone or in person as the arbitrator directs to be appropriate or convenient.

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

    (i)
    stating that it requires the dispute or difference to be referred to arbitration;

    (ii)
    specifying in summary form the matter or matters the subject of the dispute or difference; and

    (iii)
    proposing the name of the person to be appointed as arbitrator.

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

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

        In making any determination for the purposes of the arbitration the arbitrator shall interpret this Plan, any applicable Company or Employer policy or rules and regulations according to applicable law. In reaching his or her decision, the arbitrator shall have no authority to change or modify any lawful Company or Employer policy, rule or regulation, or this Plan. The arbitrator shall have exclusive jurisdiction to resolve any dispute or difference relating to the interpretation, applicability, enforceability or formation of this Plan, including but not limited to, any claim that all or any part of this Plan is voidable.

        The arbitrator shall have the power to entertain an application by any party to dismiss or strike out any claim made in the arbitration or an application for summary judgment. In entertaining such application and making a determination in respect of it the arbitrator is required to have regard to the Supreme Court (General Civil Procedure) Rules 1996 (Vic). Following the completion of the arbitration, the arbitrator shall issue a written decision disclosing his or her essential findings and conclusions upon which the award is based.

        8.3    Discovery.    Each party shall have the right and opportunity to obtain documents from another party through one request for production of documents. Additional discovery may be had only when the arbitrator so orders upon a showing of substantial need. Any disputes regarding requests for production of documents or other discovery shall be submitted to the arbitrator for directions.

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

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

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        Unless otherwise agreed in writing by all the parties:

    (i)
    the parties are entitled to be represented in the arbitration by a legal practitioner or a legally qualified person;

    (ii)
    the arbitrator may not extend the ambit of the dispute or difference referred to arbitration to include other disputes;

    (iii)
    the arbitrator may not order or direct the consolidation of arbitration proceedings as contemplated by section 26 of the Act;

    (iv)
    the arbitrator must determine the difference or dispute by arbitration and has no power to settle, compromise or mediate a resolution of the dispute or difference;

    (v)
    the arbitrator is required to deliver an award, together with the reasons therefor, within thirty days after the conclusion of the arbitration hearing, unless all the parties agree to a request by the arbitrator to extend the time;

    (vi)
    the arbitrator must deliver a final award and is not entitled to make an interim award; and

    (vii)
    none of the parties, nor the arbitrator, is entitled to have a preliminary question of law determined by the court nor to apply to the court for an order in relation to the costs of the arbitration where a final award is not made by the arbitrator or where the award made is wholly set aside by the court.

ARTICLE 9
SUCCESSORS AND ASSIGNMENT

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

ARTICLE 10
ADMINISTRATION OF THE PLAN

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

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

    (a)
    To determine eligibility for and participation in this Plan;

    (b)
    To construe and interpret the terms and provisions of this Plan;

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    (c)
    To compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries, and to determine the amount of withholding taxes to be deducted pursuant to Article 5;

    (d)
    To maintain all records that may be necessary for the administration of this Plan;

    (e)
    To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

    (f)
    To make and publish such rules for the regulation of this Plan and procedures for the administration of this Plan as are not inconsistent with the terms hereof; and

    (g)
    To appoint a plan administrator or any other agent (which may include, without limitation, one or more employees of the Company), and to delegate to them such powers and duties in connection with the administration of this Plan as the Committee may from time to time prescribe.

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

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

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

ARTICLE 11
MISCELLANEOUS

        11.1    Release Agreement.    Notwithstanding anything else contained herein to the contrary, the Company and any of its Subsidiaries or affiliates' obligation to pay a Retention Benefit to a Participant is subject to the condition precedent that the Participant execute a valid and effective Release Agreement in the form attached to the Participant's Participation Agreement (or such other form as the Committee may require) and such executed agreement is received by the Company no later than 60 days after the date the Participant becomes entitled to a Retention Benefit pursuant to Section 4.1 and is not revoked by the Participant or otherwise rendered unenforceable by the Participant.

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        11.2    Term of the Plan.    This Plan will commence on the Effective Date and shall continue in effect through the date that benefits are triggered pursuant to Section 4.1.

        11.3    Notice of Termination.    In signing the Participation Agreement, the Participant agrees that the Participant's employment with the Employer is terminable by either party providing 4 weeks' notice of termination where the employee is under 45 years of age or 5 weeks' notice of termination where the employee is 45 years of age or over and has at least 2 years' continuous service with the Employer. Payments made under this Plan shall not give any person the right to any benefits provided to persons retained in an Employer's employ (such as, without limitation, health and dental benefits). Except as may otherwise be required by law or set out specifically in such plans or as otherwise expressly provided in this Plan, such benefits shall terminate as of the date the Participant's employment by an Employer terminates.

        11.4    Beneficiaries.    Subject to the other provisions of this Section 11.4, the person or persons (including a trustee, personal representative or other fiduciary) last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant's death shall be the Participant's Beneficiary or Beneficiaries.

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

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

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

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

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

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

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

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

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

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

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

    EDISON MISSION ENERGY
    

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EXHIBIT A

Edison Mission Energy
International Revenue Base

Project
   Country
   2003 Revenues from
Consolidated Subsidiaries
   EME Ownership
Interest
   EME Share of Revenues
   2003 Revenues of
Unconsolidated Subsidiaries
   EME Ownership
Interest
   EME Share of Revenues
   2003 Revenue Base
   Percentage of
International Revenue
Base
  
Europe                                                
First Hydro   United Kingdom   $ 367,633,000   100 % $ 367,633,000   $ —       $ —   $ 367,633,000   20 %
Derwent   United Kingdom     —         —     106,316,000   33 %   35,084,280     35,084,280   2 %
ISAB   Italy     —         —     480,685,000   49 %   235,535,650     235,535,650   13 %
Italian Wind   Italy     —         —     83,234,000   50 %   41,617,000     41,617,000   2 %
Doga   Turkey     123,956,000   80 %   99,164,800               —     99,164,800   5 %
Spanish Hydro   Spain     22,739,000   95 %   21,706,000               —     21,706,000   1 %
       
     
 
     
 
     
          514,328,000         488,503,800     670,235,000         312,236,930     800,740,730   44 %
       
     
 
     
 
     
Asia                                                
Paiton   Indonesia     —               485,018,000   40 %   194,007,200     194,007,200   11 %
PT Momi   Indonesia     17,994,000   100 %   17,994,000               —     17,994,000   1 %
PT Adro   Indonesia     —         —     —   8 %   —     —      
CBK   Philippines     1,424,000   100 %   1,424,000     65,625,000   50 %   32,812,500     34,236,500   2 %
TECO   Thailand     —         —     214,119,000   25 %   53,529,750     53,529,750   3 %
       
     
 
     
 
     
          19,418,000         19,418,000     764,762,000         280,349,450     299,767,450   16 %
       
     
 
     
 
     
Australia                                                
Loy Yang B   Australia     178,531,000   100 %   178,531,000               —     178,531,000   10 %
Valley Power   Australia     16,250,000   80 %   13,065,000               —     13,065,000   1 %
Kwinana   Australia     38,914,000   70 %   27,239,800               —     27,239,800   1 %
       
     
 
     
 
     
          233,695,000         218,835,800     —         —     218,835,800   12 %
       
     
 
     
 
     
New Zealand                                                
Contact Energy   New Zealand     755,524,000   51 %   385,317,240               —     385,317,240   21 %
       
     
 
     
 
     
          755,524,000         385,317,240     —         —     385,317,240   21 %
       
     
 
     
 
     
Americas                                                
Eco Electrica   Puerto Rico     —         —     234,896,000   50 %   117,448,000     117,448,000   6 %
       
     
 
     
 
     
          —         —     234,896,000         117,448,000     117,448,000   6 %
       
     
 
     
 
     
Non Project                                                
       
     
 
     
 
     
Total       $ 1,522,965,000       $ 1,112,074,840   $ 1,669,893,000       $ 710,034,380   $ 1,822,109,220   100 %
       
     
 
     
 
     

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