**Exhibit 3.2**

**Mirant AmericasGeneration, LLC**

**Amendedand RestatedLimited Liability Company Agreement**

This Amended and RestatedLimited Liability Company Agreement (this “Agreement”) of Mirant AmericasGeneration, LLC (the “Company”), a limited liability company formed under theDelaware Limited Liability Company Act, is entered into this 3rd day ofJanuary, 2006, between the Company and Mirant Americas, Inc., its sole member(the “Member”).

WHEREAS,the Member desires to amend and restate the Company’s limited liability companyagreement currently in effect, including all amendments and/or restatementsthereof (the “Existing LLC Agreement”), in its entirety and to enter into thisAgreement to set forth the terms and conditions of such amendment and restatement;

NOW, THEREFORE, for and in consideration of themutual premises and covenants contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto hereby agree that the Existing LLC Agreement shall beamended and restated as follows:

1.             Definitions.  For purposes of this Agreement, the followingterms shall have the following meanings:

(a)           “Act” shall mean the DelawareLimited Liability Company Act, Del. Code Ann. Tit. 6 §§ 18-101 etseq.,as it may hereafter be amended or supplemented.

(b)           “Certificate” shall mean theCertificate of Formation of the Company filed with the Secretary of State ofDelaware pursuant to § 266 of the General Corporation Law of Delaware, asmay be amended from time to time by the Member (as hereinafter defined).

(c)           “Effective Date” shall meanthe date this Agreement is entered into by the Company and the Member.

(d)           “Interest” shall mean theinterest of the Member in the Company, which includes, without limitation, theMember’s interest in the profits and losses of the Company, the Member’s rightto receive distributions of the Company’s assets, and the Member’s other rightsand interests in respect of the Company under this Agreement and the Act, andwhich as of the date hereof, expressed as a percentage of all such interests inthe Company, is 100%.

(e)           “Member” shall mean the Memberas identified above, any successor or assign, and any additional members of theCompany admitted pursuant to Section 14 of this Agreement.  As of the date hereof, the Member is the solemember of the Company with its principal place of business at 1155 PerimeterCenter West, Atlanta, Georgia 30338.

(f)            “Officers”shall have the meaning set forth in Section 10(l) hereof.

(g)           “Secretaryof State” shall mean the Secretary of State of Delaware.

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2.             Formation.

(a)           In accordance with the Act, theCompany was formed upon the filing of the Certificate of Formation with theSecretary of State (the “Effective Time”). Except as otherwise provided herein, the rights and liabilities of theMember in respect of the Company shall be as provided in the Act.

(b)           Effective as of the Effective Date,the Member shall be and hereby is the sole initial member of the Company, andthe Member’s Interest in the Company shall be and shall be conclusively deemedduly authorized and validly issued as of such time.  At the sole option of the Member, theInterest may be represented by a certificate.

(c)           Notwithstanding any other provisioncontained herein to the contrary, the Company shall not permit non-votingmembership interests.

3.             Name.  The name of the Company is Mirant AmericasGeneration, LLC.

4.             Purpose and Powers.  The purpose of the Company is, and theCompany shall have the power and authority, to engage in and carry on anylawful business, purpose or activity for which a limited liability company maybe formed under the Act.  The Companymay, and shall have all power and authority to, take any and all actions as maybe necessary, appropriate, proper, advisable, incidental, convenient to or infurtherance of the foregoing purpose.

5.             Principal Office; RegisteredOffice and Agent.  The Company’sinitial principal office shall be located at 1155 Perimeter Center West,Atlanta, Georgia 30338 and its initial registered office shall be located at160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware19904. The name of its initial registered agent at that address is NationalRegistered Agents, Inc.  The Company maychange its principal office, registered office, and registered agent from timeto time.

6.             Term.  The term of existence of the Companycommenced at the Effective Time and shall continue until the filing of acertificate of cancellation of the Company in accordance with the Act.

7.             Qualification in OtherJurisdictions.  The Officers shallhave the power and authority, and shall be and hereby are authorized andempowered, to cause the Company to be qualified or registered to conductbusiness in any jurisdiction in which the Company transacts business and to beregistered under any assumed or fictitious names under applicable law.  The Officers shall have power and authority,and shall be and hereby are authorized and empowered, to execute, deliver andfile any certificates (including, without limitation, any amendments and/orrestatements thereof) necessary for the Company to qualify or register to dobusiness in a jurisdiction in which the Company may wish to conduct business.

8.             Accounting Period and Tax Year.  Unless otherwise determined by the Member,the Company’s accounting period and tax year shall be the calendar year.

9.             Records to be Maintained.

(a)           The Company shall maintain thefollowing records at its principal office:

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(i)            A copy of this Agreement and theCertificates and all amendments to any of such documents, and executed copiesof the powers of attorney, if any, pursuant to which this Agreement, theCertificates, or any amendments to any of such documents have been executed;

(ii)           Copies of such records as would enablethe Member to determine the business and financial condition of the Company,the members of the Company, the date upon which each member became a member,each member’s last known mailing address and the voting rights of the members,as applicable;

(iii)          Copies of the Company’s federal,foreign, state, and local income tax returns and reports, if any, for eachyear;

(iv)          The financial statements of theCompany for each year;

(v)           True and full information regardingthe amount of cash and other property or services (including the value thereof)contributed by each Member and that each Member agreed to contribute in thefuture; and

(vi)          Any other information required by§ 18-305 of the Act.

                (b)           The Member may, at the Member’s own expense, inspect andcopy any Company record upon reasonable request during ordinary business hours.

10.           Management of the Company

(a)           Management by Board of Managers.  The business and operations of the Companyshall be managed by or under the direction of a Board of Managers, who shall beelected in accordance with this Section 10 (the “Board”). For purposes of thisAgreement, each member of the Board shall be considered a “Manager” (as definedin § 18-101(10) of the Act); provided, however, that no Manager actingindividually in his or her capacity as a Manager shall have the authority tobind the Board or the Company.  Except asotherwise specifically set forth in this Agreement, the Board (without theconsent or approval of the Member) shall have the right, authority, power and discretionto control, direct, manage and administer the business and affairs of theCompany and to do all things necessary to carry on the businesses and purposeof the Company.  The acts of the Boardshall bind the Company when taken within the scope of the Board’s authority anddiscretion expressly granted hereunder.

(b)           Authority of Member.  The Member shall have authority to bind ortake any action on behalf of or in the name of the Company, or enter into anycommitment or obligation binding upon the Company.  Notwithstanding anything to the contrary inthis Agreement, without first obtaining the consent of the Member, the Companyshall not and the Board shall not authorize the Company to:

                                (i)            sell all or substantially all of theassets of the Company;

                                (ii)           merge, combine or consolidate theCompany with or into any other corporation, partnership, limited liabilitycompany or other entity;

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                                (iii)          dissolve, liquidate and/or terminatethe Company;

                                (iv)          take any action in contravention ofthis Agreement;

                                (v)           admit any additional member;

                                (vi)          institute a case or other proceedingunder any section or chapter of the Federal Bankruptcy Code as it may behereafter amended or supplemented; or

                                (vii)         take any action or fail to take anyaction that the Member, by written notice to the Board from time to time,directs that the Company may not take or fail to take without the Member’sprior consent.

(c)           Powers and Duties of the Board.Except as otherwise explicitly provided herein and subject to Section 10(b),the Board shall have the power on behalf and in the name of the Company toimplement any and all of the objectives of the Company and to exercise any andall rights and powers the Company may possess. Without limiting the foregoing general powers and duties and except asmay be expressly provided otherwise by the Member by prior written notice tothe Board from time to time, the Board is hereby authorized and empowered onbehalf and in the name of the Company to:

(i)            direct the formulation of investmentpolicies and strategies for the Company and select and approve the investmentof Company funds;

(ii)           administer, negotiate, enforce and/oroversee employee compensation, employee benefit plans and arrangements andcollective bargaining agreements and negotiations;

(iii)          open, maintain and close bank accountsand draw checks or other orders for the payment of money and open, maintain andclose brokerage, mutual fund and other accounts;

(iv)          engage and terminate consultants,attorneys, accountants and such other agents, employees and representatives foritself and for the Company as it may deem necessary or advisable, and authorizeany such agent, employee or representative to act for or on behalf of theCompany;

(v)           negotiate and enter into contracts oragreements with vendors, customers, partners and suppliers;

(vi)          subject to its ultimate responsibilityfor the management of the Company, delegate any of its duties hereunder to anyother person, entity or committee, and in furtherance of any such delegation,to appoint, employ, or contract with any person or entity it may in its solediscretion deem necessary or desirable for the transaction of the business ofthe Company, which person or entity may administer the day-to-day operations ofthe Company;

(vii)         institute, prosecute, settle,compromise or defend any claim, proceeding, trial, hearing, or other civil orcriminal activity instituted by, on behalf of or against the Company;

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(viii)        make any tax election or decision to bemade by the Company under the Internal Revenue Code of 1986, as amended fromtime to time, and the regulations promulgated thereunder; and

(ix)           make and perform such otheragreements and undertakings as may be necessary or advisable to the carryingout of any of the foregoing powers, objects or purposes.

(d)           Number,Election and Term of Office; Chairman. The Board shall consist of no less than three (3) and no more thanfifteen (15) Managers, as determined by the Member from time to time. TheManagers shall be appointed by the Member.  Each Manager (except in the case of death,resignation, retirement, disqualification or removal) shall serve for a periodof one (1) year or until his or her successor shall have been duly appointedand qualified.  The Member or the Boardshall appoint from among the Managers a chairman (the “Chairman”).  The Chairman shall preside at all meetingswhen present.  A majority of Managerspresent at any meeting at which a quorum is present shall elect an alternatechairman to preside at such meeting if the Chairman is not present.  The number of members of the Board is herebyset at three (3) and each of the individuals listed on Exhibit Aattached hereto is hereby appointed, effective as of the date indicatedthereon, as a member of the Board, to serve until his or her successor shallhave been duly appointed and qualified. The Chairman identified on Exhibit Ais hereby appointed to serve in the capacity of Chairman, effective as of thedate indicated thereon.

(e)           Removal.  Any Manager may be removed from office (withor without cause) by the Member in its sole and absolute discretion.  Removal action may be taken at any time, anda removed Manager’s successor may be appointed to serve for the remainder ofthe unexpired term.

(f)            Vacancies.  A vacancy occurring in the Board may befilled for the unexpired term by the Member or, alternatively, the Board by anaffirmative vote of a majority of the Managers remaining in office unless anduntil the Member appoints a successor.

(g)           Compensation.  Managers may receive such reasonablecompensation for their services as may from time to time be approved by theMember.  Managers may receivereimbursement of expenses, as fixed or determined by the Member.  A Manager may also serve the Company in anycapacity other than that of Manager and receive compensation, as determined bythe Member or the Board, for services rendered in that other capacity.

(h)           Meetings of the Board. Regularmeetings of the Board may be held without notice at such times and at suchplaces as shall from time to time be determined by the Board.  Special meetings of the Board may be calledby or at the request of the Member, the Chairman or at least two (2)Managers.  Reasonable notice thereofshall be given by the person or persons calling the meeting.  Attendance by a Manager at a meeting shallconstitute waiver of notice of such meeting, except where a Manager attends ameeting for the express purpose of objecting at the beginning of the meeting tothe transaction of business at the meeting. At meetings of the Board, the presence of at least one half (1/2) of theManagers then in office (but not less than two (2) Managers) shall be necessaryto constitute a quorum for the transaction of business at such meeting.  The act of a majority of the Managers presentat a meeting at which a quorum is present at the time shall be the act of theBoard.

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(i)            Action by Managers Without aMeeting.  Any action required orpermitted to be taken at any meeting of the Board or any committee thereof maybe taken without a meeting upon approval of a majority of the members of theBoard or such committee. Such approval shall have the same force and effect asa majority vote at a meeting of the Board or such committee at which a quorumis present and may be evidenced by one (1) or more written consents describingthe action taken.

(j)            Participation in Board Meetings.  Members of the Board or any committee thereofmay participate in a meeting of the Board or such committee by means ofconference telephone or similar communications equipment which allows allpersons participating in the meeting to hear and communicate with each other,and such participation in a meeting shall constitute presence in person at themeeting.

(k)           Committees. The Member or theBoard may designate one or more committees, each committee to consist of one ormore Managers or individuals who are not Managers.  The Member or the Board may designate one ormore individuals as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of such committee.  Any such committee, to the extent provided inthe authorization of the Member or the Board, shall have and may exercise allthe powers and authority of the Board in the management of the business andaffairs of the Company, and may authorize the seal of the Company to be affixedto all instruments that may require it; but no such committee shall have thepower or authority to amend the Certificates, adopt an agreement of merger,combination or consolidation, recommend to the Member the sale, lease orexchange of all or substantially all of the Company’s property and assets,recommend to the Member a dissolution of the Company, or amend this Agreement,and, unless the authorization expressly so provides, no such committee shallhave the power or authority to authorize a distribution, to authorize theissuance of ownership or membership interests in the Company or to adopt acertificate of merger.  Such committee orcommittees shall have such name or names as may be determined from time to timeby the Member or the Board.  Unlessotherwise specifically determined by the Member or the Board, the provisions ofthis Agreement that govern meetings, actions without meetings, notice andwaiver of notice, and quorum and voting requirements of the Board, shall alsoapply to meetings of committees and their members.

(l)            Officers.  The Board shall have power and authority, andis hereby authorized and empowered, in the name and on behalf of the Company,to appoint one or more officers (the “Officers”) with such titles as the Boardmay provide, who shall have and may exercise and perform such rights, duties,powers and authority in the management and affairs of the Company as generallypertain to his or her respective office and to delegate to one or more of suchOfficers or other persons the Board’s rights and powers to manage and controlthe business and affairs of the Company, including, without limitation, todelegate to agents and employees of the Member or the Company and to delegate bya management agreement or other agreement with, or otherwise to, otherpersons.  Each of the individuals listedon Exhibit B attached hereto is hereby appointed, effective as of thedate indicated thereon, as an officer of the Company to serve in the office setforth opposite his or her respective name thereon and shall have and mayexercise and perform such rights, duties, powers and authority in themanagement and affairs of the Company as generally pertain to his or herrespective office, until his or her respective successor is duly appointed oruntil he or she resigns or is removed from office.

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(m)          Liability of Member, Managers andOfficers.  Neither the Member nor anyManager or Officer shall be personally liable for the debts, obligations orliabilities (“Liabilities”) of the Company, whether arising in contract, tortor otherwise.  The failure of the Companyto observe any formalities or requirements relating to the exercise of itspowers or management of its business or affairs under this Agreement or the Actshall not be grounds for imposing personal liability on the Member or anyManager or Officer for Liabilities of the Company. The Member’s and eachManager’s and Officer’s liability shall be limited to the fullest extent notprohibited by the Act and other applicable law.

(n)           Power Facilities and WholesalePower Sales. Notwithstanding anything to the contrary in this Agreement, tothe extent that the Company owns and/or operates power generating facilities (“PowerFacilities”) and/or engages in wholesale sales from Power Facilities (“WholesalePower Sales”), (1) this Agreement and the Managers’ management of the Companythereunder does not (i) result in a transfer of authority or control over thePower Facilities owned and/or operated by the Company or(ii) provide the Managers with the authority to engage in (or refrain fromengaging in)**WholesalePower Sales from the Company’s Power Facilities, except when acting on behalfof the Company; (2) to the extent that the Managers, Member or its officerstake any action pursuant to this Agreement affecting (i) Wholesale Power Salesand/or the sale of related products from the Company’s PowerFacilities, (ii) the dispatch of such Power Facilities, or (iii) the ability ofthe Power Facilities to produce power, such actions are to be only taken on theCompany’s behalf, and the Company retains ultimate authority and control overits Power Facilities and Wholesale Power Sales.

11.           CapitalContributions.

(a)           Capital contributions were made tothe Company pursuant to the initial limited liability company agreement of theCompany and such capital contributions are reflected on the books of theCompany.    The Member may makeadditional capital contributions to the Company as determined from time to timeby the Member.

(b)           The above capital contribution is theonly capital contribution required to be made by the Member.  Unless the Member otherwise agrees, theMember shall not be required to contribute any additional capital to the Company.

12.           Allocationof Net Profit and Net Loss.  TheCompany’s net profit or net loss for each fiscal year for federal and stateincome tax purposes shall be allocated to the Member in accordance with itsInterest in the Company.

13.           Distributions.  Distributions shall be made to the Member inaccordance with its Interest at the time and in the amounts determined by theMember.  Notwithstanding the precedingsentence or any other provision to the contrary contained in this Agreement, nodistribution shall be made to the Member if such distribution is prohibited bythe Act.

14.           New Members.  Additional members may be admitted to theCompany only upon the prior consent of the Member.  In the event that the Member desires to admitany new members to the Company, the Member shall amend and restate thisAgreement in its entirety to reflect the management, business and affairs ofthe Company after the admission of any such new member.

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15.           Dissolution. The Company shallbe dissolved and its affairs wound up only upon the occurrence of any of thefollowing events:

(a)           TheMember votes to dissolve the Company;

(b)           There are no members; or

(c)           Theentry of a decree of judicial dissolution under Section 18-802 of the Act.

The bankruptcy (asdefined in the Act) of a person (as defined in the Act) that is a Member of theCompany shall not cause such person to cease to be a member.  Upon dissolution of the Company, the Membershall have power and authority, and shall be and hereby is authorized andempowered to, and shall, wind up the Company’s affairs.

16.           Winding Up, Liquidation andDistribution of Assets. Upon dissolution of the Company pursuant to Section15, the Member or a liquidator shall distribute the assets of the Company inthe following order of priority:

(a)           The payment of, or adequate provisionfor, the debts and obligations of the Company to its creditors (not includingamounts owed to the Member);

(b)           The establishment of such reserves asthe Member or liquidator may deem reasonably necessary for any contingent orunforeseen liabilities or obligations of the Company;

(c)           The payment of loans made to theCompany by the Member; and

(d)           The distribution to the Member of thebalance of the assets of the Company.

Upon completion ofthe winding up, liquidation and distribution of the assets, the Company shallbe deemed terminated.  The Member shallcomply with any applicable requirements of the Act or other applicable lawpertaining to the winding up of the affairs of the Company and the finaldistribution of its assets.

17.           Effect of Dissolution.  Upon dissolution, the Company shall cease tocarry on its business, and its affairs shall be wound up in accordance withSection 16 hereof and the Act.

18.           Certificate of Cancellation.  When all debts, liabilities and obligationshave been paid and discharged or adequate provisions have been made thereforand all of the remaining property and assets have been distributed to theMember, a Certificate of Cancellation shall be executed and filed with theSecretary of State in accordance with Section 18-203 of the Act.

19.           Amendment.This Agreement may be amended or modified from time to time only by a writteninstrument signed by the Member.  TheCertificate of Formation may be amended or modified from time to time only withthe prior consent of the Member.

20.           Miscellaneous Provisions.

(a)           Entire Agreement.  This Agreement represents the entireagreement between the Company and the Member concerning the subject matterhereof.

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(b)           Application of Delaware Law.  This Agreement and the rights, remedies,duties, powers, authority, and authorization of the parties hereto and theCompany hereunder shall be governed by and interpreted in accordance with thelaws of the State of Delaware without regard to its conflict of law principles.

(c)           Banking.  All funds of the Company shall be depositedin its name in an account or accounts as shall be designated from time to timeby the Officers.  The Officers are herebyauthorized and directed to open such accounts with such banks as may beselected as depositories for the Company in the discretion of any of theOfficers, and to deposit therein funds of the Company, drafts, checks and notesof the Company, payments on said accounts to be made in the Company name.  Any such Officer is hereby authorized toexecute and deliver resolutions on such forms as may be presented or requiredby such banks, said forms to be completed with such information as theexecuting Officers may deem to be in the best interest of the Company.  All such resolutions which may be required bybanks hereafter selected by the Company dealing with the designation of suchbanks as depositories are hereby adopted as resolutions of the Board, and theSecretary or Assistant Secretary of the Company may hereafter attest to andexecute such bank resolutions and/or forms without additional action of theMember or the Board.

(d)           No Third Party Beneficiaries.  Nothing in this Agreement shall be construedto create any duty, standard of care or liability of the Company, any Member,any Manager, or any affiliate or associate of the Company, any Member or anyManager, to or for the benefit of any person or entity not a party to thisAgreement. Furthermore, the rights of the Company or of the Member under thisAgreement to require any contributions to the capital of the Company shall notconfer, nor shall they be construed as conferring, any rights or benefits to orupon any person or entity other than the Company and the Member, including,without limitation, any person or entity who has entered into any instrument ofor binding upon the Company or any of its property.

(e)           No Conflict of Interest.  The Member and Managers shall not be requiredto act hereunder as their sole and exclusive business activity and the Memberand Managers may have other business interests and engage in other activitiesin addition to those relating to the Company. Neither the Company, the Member nor the Managers shall have any right byvirtue of this Agreement in or to any other interests or activities or to theincome or proceeds derived therefrom. The Member and Managers may transact business with the Company and,subject to applicable laws, shall have the same rights and obligations withrespect thereto as any other person.  Notransaction between the Member and the Company shall be voidable solely becausethe Member has a direct or indirect interest in the transaction if thetransaction is fair and reasonable to the Company.

(f)            Execution of AdditionalInstruments.  The Member and Managershereby agree to execute such other and further statements of interest andholdings, designations, powers of attorney and other instruments necessary tocomply with any laws, rules or regulations.

(g)**          **Construction.  Whenever the singular form is used in thisAgreement, and when required by the context, the same shall include the pluraland vice versa, and the masculine gender shall include the feminine and neutergenders and vice versa.

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(h)           Headings.  The headings in this Agreement are insertedfor convenience only and are in no way intended to describe, interpret, define,or limit the scope, extent or intent of the Agreement or any provision hereof.

(i)            Waivers.  The failure of any party to seek redress forviolation of or to insist upon the strict performance of any covenant orcondition of this Agreement shall not prevent a subsequent act, which wouldhave originally constituted a violation, from having the effect of an originalviolation.

(j)            Counterparts.  This Agreement may be executed in multiplecounterparts, each of which shall be deemed an original but all of which shallconstitute one and the same instrument. Any signature page of any such counterpart, or any electronic facsimilethereof, may be attached or appended to any other counterpart to complete afully executed counterpart to this Agreement and any telecopy or otherfacsimile transmission of any signature shall be deemed an original and shallbind such party.

(k)**         **Determination of Matters Not Provided for inthis Agreement.  The Member shall,pursuant to Section 10, decide any questions arising with respect to theCompany and this Agreement which are not specifically or expressly provided forin this Agreement.

(l)            FurtherAssurances.  The Member agrees tocooperate, and to execute and deliver in a timely fashion any and alladditional documents necessary to effectuate the purposes of the Company andthis Agreement.

(m)          Indemnification.  The Company shall indemnify to the fullextent permitted by the Limited Liability Company Act of the State of Delawareor any other applicable laws as now or hereinafter in effect any person made orthreatened to be made a party to any action, suit or proceeding, whether civil,criminal, administrative or investigative, by reason of the fact that suchperson or such person’s testator or intestate is or was a Manager or an Officerof the Company or serves or served at the request of the Company or any otherenterprise as a Manager or an Officer. Expenses, including attorneys’ fees,incurred by any such person in defending any such action, suit or proceedingshall be paid or reimbursed by the Company promptly upon receipt by it of anundertaking of or on behalf of such person to repay such amounts if it shallultimately be determined that such person is not entitled to be indemnified bythe Company.  The rights provided to anyperson by this Section shall be enforceable against the Company by such personwho shall be presumed to have relied upon it in serving or continuing to serveas a Manager or an Officer as provided above. No amendment of this Sectionshall impair the rights of any person arising at any time with respect toevents occurring prior to such amendment. For purposes of this Section, the term “Company” shall include anypredecessor of the Company and any constituent company (including anyconstituent of a constituent) absorbed by the Company in a consolidation ormerger; the term “other enterprise,” shall include any corporation, limitedliability company, partnership, joint venture, trust or employee benefit plan;service “at the request of the Company” shall include service as a Manager oran Officer of the Company which imposes duties on, or involves services by,such Manager or Officer with respect to an employee benefit plan, itsparticipants or beneficiaries; any excise taxes assessed on a person withrespect to an employee benefit plan shall be deemed to be indemnifiableexpenses; and action by a person with respect to an employee benefit plan whichsuch person reasonably believes to be in the interest of the participants andbeneficiaries of such plan shall be deemed to be action not opposed to the bestinterests of the Company. Notwithstanding the foregoing, no Manager or Officer shall beindemnified against liability for any intentional misconduct, any 

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knowing violation of the law or any transaction in which such Manager orOfficer receives a personal benefit in violation or breach of the Act or thisAgreement.

IN WITNESS WHEREOF, the parties have caused this Agreementto be duly executed on the date first above written.

[SIGNATURES BEGIN ON THEFOLLOWING PAGE]

 

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|        |   | Mirant Americas Generation, LLC          |
|--------|--------|------------------------------------------|
|   |   |                                     |
|   |   |                                     |
|   |   | /s/ J. William Holden III                |
|   |   | Name: J. William Holden III              |
|   |   | Title: Sr. Vice President and  Treasurer |
|   |   |                                     |
|   |   |                                     |
|   |   |                                     |
|   |   | Mirant Americas, Inc., as Member         |
|   |   |                                     |
|   |   |                                     |
|   |   | /s/ Elizabeth B. Chandler                |
|   |   | Name: Elizabeth B. Chandler              |
|   |   | Title: Vice President                    |

 

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Amended andRestated Limited Liability Company Agreements*

Exhibit A

Managers

 

| Name                        |   |            |   | Effective Date |   |   |
|-----------------------------|--------|-----------------|--------|----------------|--------|--------|
| Edward R. Muller            |   | January 3, 2006 |
| Robert M.  Edgell, Chairman |   | January 9, 2006 |
| James V. Iaco               |   | January 3, 2006 |

 

NOTE: Any currentManagers not named above are hereby removed.

 

 

 

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*Mirant Americas Generation, LLC

Mirant Mid-Atlantic, LLC

 

 

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Amended andRestated Limited Liability Company Agreements*

Exhibit B

Officers

 
| Name                  |   |                                                                |   | Office           |   |   |   | Effective Date |
|-----------------------|--------|---------------------------------------------------------------------|--------|------------------|--------|--------|--------|----------------|
| Robert M. Edgell      |   | President  & Chief Executive Officer                            |   | January  9, 2006 |
| Robert Driscoll       |   | Chief  Operating Officer                                            |   | January 9, 2006  |
| S. Linn Williams      |   | Executive  Vice President and General Counsel                       |   | January  3, 2006 |
| Vance N. Booker       |   | Senior  Vice President                                              |   | January  3, 2006 |
| Paul R. Gillespie     |   | Senior  Vice President                                              |   | January 9, 2006  |
| J. William Holden III |   | Senior  Vice President, Chief Financial Officer and Treasurer       |   | January  3, 2006 |
| Thomas E. Legro       |   | Senior  Vice President, Principal Accounting Officer and Controller |   | January  3, 2006 |
| Elizabeth B. Chandler |   | Vice  President & Assistant Secretary                           |   | January  3, 2006 |
| Anne M. Cleary        |   | Vice  President & Chief Risk Officer                            |   | January  3, 2006 |
| Timothy E. Delay      |   | Vice  President                                                     |   | January  3, 2006 |
| Sonnet C. Edmonds     |   | Vice  President and Assistant Secretary                             |   | January  3, 2006 |
| James P. Garlick      |   | Vice  President                                                     |   | January  3, 2006 |
| Robert A. Hayes       |   | Vice  President                                                     |   | January  3, 2006 |
| Lisa D. Johnson       |   | Vice  President                                                     |   | January  3, 2006 |
| Steven B. Nickerson   |   | Vice  President and Assistant Secretary                             |   | January  3, 2006 |
| John L. O’Neal   |   | Vice  President                                                     |   | January  3, 2006 |
| Jeffrey R. Perry      |   | Vice  President                                                     |   | January  3, 2006 |
| Jeffrey S. Russell    |   | Vice  President                                                     |   | January  3, 2006 |
| Julia A. Houston      |   | Secretary                                                           |   | January  3, 2006 |
| Angela M. Nagy        |   | Assistant  Controller                                               |   | January  3, 2006 |
| Michelle H. Ancosky   |   | Assistant Secretary                                                 |   | January 3, 2006  |

 

NOTE: Any currentOfficers not named above are hereby removed.

 

 

 

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*MirantAmericas Generation, LLC

 

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