0001047469-02-002955 Sample Contracts

SEPARATION AGREEMENT
Separation Agreement • November 14th, 2002 • Edison Mission Energy • Cogeneration services & small power producers • California

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

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AMENDMENT TWO
Edison Mission Energy • November 14th, 2002 • Cogeneration services & small power producers • New York

AMENDMENT TWO (this "Amendment") dated as of September 17, 2002 by and among EDISON MISSION ENERGY (the "Borrower"), CITICORP USA, INC., as Administrative Agent (in such capacity, the "Administrative Agent") and each of certain commercial lending institutions party hereto (the "Lenders").

AMENDMENT ONE
Edison Mission Energy • November 14th, 2002 • Cogeneration services & small power producers • New York

AMENDMENT ONE (this "Amendment") dated as of November 14, 2001 by and among EDISON MISSION ENERGY (the "Borrower"), CITICORP USA, INC., as Administrative Agent (in such capacity, the "Administrative Agent") and each of certain commercial lending institutions party hereto (the "Lenders").

TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • November 14th, 2002 • Edison Mission Energy • Cogeneration services & small power producers • California

This Agreement is entered into as of July 2, 2001, by and between Mission Energy Holding Company, a Delaware corporation ("MEH"), and its wholly-owned subsidiary, Edison Mission Energy, a Delaware corporation ("EME").

ADMINISTRATIVE AGREEMENT RE TAX ALLOCATION PAYMENTS
Edison Mission Energy • November 14th, 2002 • Cogeneration services & small power producers • California

This Agreement is entered into as of July 2, 2001, among Edison International, Southern California Edison Company, The Mission Group, Edison Capital, Mission Energy Holding Company, Edison Mission Energy, Edison O&M Services, Edison Enterprises, and Mission Land Company (the parties other than EIX are referred to herein collectively as the "Subsidiary Parties" and each individually as a "Subsidiary Party").

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