Exhibit 3.2
                         Mirant Americas Generation, LLC

                       Limited Liability Company Agreement

     This Limited  Liability  Company  Agreement  (this  "Agreement")  of Mirant
Americas  Generation,  LLC (the "Company"),  a limited  liability company formed
under the Delaware Limited  Liability Company Act, is entered into this 31st day
of October, 2001, between the Company and Mirant Americas, Inc., its sole member
("Mirant Americas").

     WHEREAS,  the parties hereto desire to form a limited  liability company in
accordance with the terms hereof;

     NOW,  THEREFORE,  for and in  consideration  of the  premise and the mutual
promises  and  covenants  contained  herein  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

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

          (a) "Act" shall mean the Delaware Limited  Liability Company Act, Del.
               ---
Code  Ann.  Tit.  6 ss.ss.  18-101 et seq.,  as it may  hereafter  beamended  or
supplemented.


          (b)  "Certificates"  shall mean the  Certificate of Conversion and the
                ------------
Certificate  of  Formation of the Company  filed with the  Secretary of State of
Delaware pursuant to ss. 266 of the General  Corporation Law of Delaware and ss.
118 of the Act,  respectively,  as each may be amended  from time to time by the
Member (as hereinafter defined).

          (c) "Effective Date" shall mean the date on which the Certificates are
filed with the Delaware Secretary of State.

          (d)  "Interest"  shall mean the interest of the Member in the Company,
                --------
which includes,  without  limitation,  the Member's  interest in the profits and
losses of the  Company,  the  Member's  right to  receive  distributions  of the
Company's assets,  and the Member's other rights and interests in respect of the
Company  under  this  Agreement  and the Act,  and which as of the date  hereof,
expressed as a percentage of all such interests in the Company, is 100%.

          (e) "Member" shall mean Mirant Americas,  any successor or assign, and
               ------
any additional  members of the Company  admitted  pursuant to Section 14 of this
Agreement.  As of the date  hereof,  Mirant  Americas  is the sole member of the
Company  with its  principal  place of business at 1155  Perimeter  Center West,
Atlanta, Georgia 30338.

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

          (g)  "Secretary  of  State"  shall  mean  the  Secretary  of  State of
Delaware.

     2. Formation.
        ---------


          (a) In  accordance  with the Act, the Company shall be formed and this
Agreement shall become effective upon the filing of the Certificates
<PAGE>

with the Secretary of State the "Effective Time").  Except as otherwise provided
herein, the rights and liabilities of the Member in respect of the Company shall
be as provided in the Act.

                  (b) Effective as of the Effective Time on the Effective  Date,
the Member  shall be and hereby is  admitted as the sole  initial  member of the
Company,  and the  Member's  Interest  in the  Company  shall  be and  shall  be
conclusively  deemed duly  authorized and validly issued as of such time. At the
sole option of the Member, the Interest may be represented by a certificate.

     3. Name. The name of the Company is Mirant Americas Generation, LLC.
        ---

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

     5. Principal  Office;  Registered  Office and Agent. The Company's  initial
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principal  office  shall be  located at 1155  Perimeter  Center  West,  Atlanta,
Georgia  30338 and its  initial  registered  office  shall be  located at 9 East
Loockerman  Street,  Dover,  Delaware 19901. The name of its initial  registered
agent at that address is National Registered Agents, Inc. The Company may change
its principal office, registered office, and registered agent from time to time.

     6.  Term.  The term of  existence  of the  Company  shall  commence  at the
         ----
Effective  Time on the Effective  Date and shall  continue until the filing of a
certificate of cancellation of the Company in accordance with the Act.

     7. Qualification in Other Jurisdictions.  The Officers shall have the power
        ------------------------------------
and authority,  and shall be and hereby are  authorized and empowered,  to cause
the  Company  to  be  qualified  or  registered  to  conduct   business  in  any
jurisdiction in which the Company transacts  business and to be registered 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 and file any certificates (including,  without limitation,  any
amendments and/or restatements  thereof) necessary for the Company to qualify or
register  to do  business  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 the following  records at its principal
     office:

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

               (ii)  Copies  of such  records  as would  enable  the  Member  to
determine  the business and financial  condition of the Company,  the members of
the Company,
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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 each year;

               (iv) The financial statements of the Company for each year;

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

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

          (b) The Member may, at the Member's own expense,  inspect and copy 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
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the Company  shall be managed by or under the  direction of a Board of Managers,
who shall be elected in  accordance  with this  Section  10 (the  "Board").  For
purposes  of this  Agreement,  each member of the Board  shall be  considered  a
"Manager" (as defined in ss. 18-101(10) of the Act); provided,  however, that no
Manager  acting  individually  shall have the authority to bind the Board or the
Company. Except as otherwise specifically set forth in this Agreement, the Board
(without the consent or approval of the Member) shall have the right, authority,
power and discretion to control,  direct, manage and administer the business and
affairs of the Company and to do all things necessary to carry on the businesses
and purpose of the  Company.  The acts of the Board shall bind the Company  when
taken within the scope of the Board's authority and discretion expressly granted
hereunder.

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

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

               (ii) merge,  combine or consolidate  the Company with or into any
other corporation, partnership, limited liability company or other entity;

               (iii) dissolve, liquidate and/or terminate the Company;

               (iv) take any action in contravention of this Agreement;

               (v) admit any additional member;
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<PAGE>

               (vi)  institute a case or other  proceeding  under any section or
chapter  of the  Federal  Bankruptcy  Code  as it may be  hereafter  amended  or
supplemented; or

               (vii) take any action or fail to take any action 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's prior 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 to implement any and all of the objectives
of the  Company  and to  exercise  any and all rights and powers the Company may
possess.  Without limiting the foregoing general powers and duties and except as
may be expressly provided otherwise by the Member by prior written notice to the
Board from time to time, the Board is hereby  authorized and empowered on behalf
and in the name of the Company to:

          (i) direct the  formulation of investment  policies and strategies for
the Company and select and approve the investment of Company funds in accordance
with investment guidelines approved by the Member;

          (ii)   administer,   negotiate,   enforce  and/or   oversee   employee
compensation,  employee benefit plans and arrangements and collective bargaining
agreements and negotiations;

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

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

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

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

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

          (viii)  make any tax  election  or  decision to be made by the Company
under the Internal  Revenue Code of 1986, as amended from time to time,  and the
regulations promulgated thereunder; and
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<PAGE>

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

          (d) Number,  Election  and Term of Office;  Chairman.  The Board shall
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consist of no less than three (3) and no more than  fifteen  (15)  Managers,  as
determined by the Member from time to time.  The Managers  shall be appointed by
the Member. Each Manager (except in the case of death, resignation,  retirement,
disqualification  or removal)  shall serve for a period of one (1) year or until
his or her successor shall have been duly appointed and qualified. The Member or
the Board shall appoint from among the Managers a chairman (the "Chairman"). The
Chairman  shall  preside at all meetings  when  present.  A majority of Managers
present at any  meeting at which a quorum is present  shall  elect an  alternate
chairman to preside at such meeting if the  Chairman is not present.  The number
of initial  Managers,  their names and the name of the initial  Chairman are set
forth on Exhibit A attached hereto.

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

          (f) Vacancies.  A vacancy occurring in the Board may be filled for the
              ---------
unexpired term by the Member or, alternatively, the Board by an affirmative vote
of a majority of the Managers  remaining  in office  unless and until the Member
appoints a successor.

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

          (h) Meetings of the Board.  Regular  meetings of the Board may be held
              ---------------------
without  notice at such  times and at such  places as shall from time to time be
determined  by the Board.  Special  meetings of the Board may be called by or at
the request of the Member, the Chairman or at least two (2) Managers.  A special
meeting  of the  Board  shall be held on such date and at such time and place as
shall be set forth in the notice  thereof.  Unless  waived by the  Managers  and
except in cases of  emergency,  the Company shall give notice to each Manager of
each  special  meeting  of the Board  stating  the  date,  time and place of the
meeting.  Such notice shall be given at least  forty-eight (48) hours in advance
by courier  service,  in person or by electronic means or at least ten (10) days
in advance by mail. Attendance by a Manager at a meeting shall constitute waiver
of notice of such  meeting,  except  where a Manager  attends a meeting  for the
express  purpose of objecting at the beginning of the meeting to the transaction
of business at the meeting.  At meetings of the Board,  the presence of at least
one half  (1/2)  of the  Managers  then in  office  (but  not less  than two (2)
Managers)  shall be necessary  to  constitute  a quorum for the  transaction  of
business at such  meeting.  The act of a majority of the  Managers  present at a
meeting at which a quorum is present at the time shall be the act of the Board.

          (i) Action by  Managers  Without a Meeting.  Any  action  required  or
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permitted to be taken at any meeting of the Board or any  committee  thereof may
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<PAGE>

be taken  without a meeting upon  approval of all of the members of the Board or
such  committee.  Such  approval  shall  have the same  force  and  effect  as a
unanimous vote of the Board or such committee and may be evidenced by one (1) or
more written consents describing the action taken.

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

          (k) Committees.
              ----------

               (i) The Member or the Board may designate one or more committees,
each committee to consist of one or more  Managers.  The Member or the Board may
designate one or more Managers as alternate  members of any  committee,  who may
replace any absent or disqualified member at any meeting of such committee.  Any
such committee, to the extent provided in the authorization of the Member or the
Board,  shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Company, and may authorize the
seal of the Company to be affixed to all instruments that may require it; but no
such  committee  shall have the power or  authority  to amend the  Certificates,
adopt an agreement of merger,  combination  or  consolidation,  recommend to the
Member the sale, lease or exchange 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 shall have the power or authority to authorize a distribution, to
authorize the issuance of ownership or membership interests in the Company or to
adopt a certificate of merger. Such committee or committees shall have such name
or names as may be  determined  from time to time by the  Member  or the  Board.
Unless  otherwise  specifically  determined  by the  Member  or the  Board,  the
provisions of this Agreement that govern  meetings,  actions  without  meetings,
notice and waiver of notice,  and quorum and voting  requirements  of the Board,
shall also apply to meetings of committees and their members.

               (ii) The Member hereby establishes an executive  committee of the
Board (the "Executive  Committee");  such Executive Committee shall have and may
exercise all the powers and authority of the Board except as otherwise  provided
in this  Agreement,  and may  authorize the seal of the Company to be affixed to
all instruments that may require it. The Executive  Committee shall keep minutes
of its  meetings  and a record of its  actions  and report the same to the Board
when so requested.  The Member,  Board or Executive  Committee shall designate a
chairman of the Executive Committee and may establish rules of procedure for the
conduct of its  business.  The names of the  initial  members  of the  Executive
Committee and the chairman thereof are set forth on Exhibit B attached hereto.

          (l) Officers. The Board shall have power and authority,  and is hereby
              --------
authorized and empowered,  in the name and on behalf of the Company,  to appoint
one or more  officers  (the  "Officers"),  who shall  have such  titles  and may
exercise and perform such rights, duties, powers,  authority,  and authorization
as the Board may  provide  and to  delegate  to one or more of such  Officers or
other  persons the Board's  rights and powers to manage and control the business
and affairs of the Company, including, without limitation, to delegate to agents
and  employees  of the Member or the Company  and to  delegate  by a  management
agreement or other agreement with, or otherwise to, other persons. The names and
titles  of the  initial  Officers  of the  Company  are set  forth on  Exhibit C
                                                                       ---------
attached hereto.
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<PAGE>

          (m) Liability of Member, Managers and Officers. Neither the Member nor
any Manager or Officer shall be personally liable for the debts,  obligations or
liabilities ("Liabilities") of the Company, whether arising in contract, tort or
otherwise. The failure of the Company to observe any formalities or requirements
relating to the exercise of its powers or  management of its business or affairs
under this  Agreement  or the Act shall not be  grounds  for  imposing  personal
liability  on the  Member or any  Manager  or  Officer  for  Liabilities  of the
Company.  The Member's  and each  Manager's  and  Officer's  liability  shall be
limited to the fullest  extent not  prohibited  by the Act and other  applicable
law.

     11. Capital Contributions.
         ----------------------

          (a) The Member shall be deemed to have made a capital  contribution to
the Company in the form of the transfer and  assignment  of all of the assets of
Mirant  Americas  Generation,  Inc.  ("MAGI")  to the  Company  pursuant  to the
Certificate of Conversion.

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

     12.  Allocation of Net Profit and Net Loss. The Company's net profit or net
          -------------------------------------
loss for each fiscal year for federal  and state  income tax  purposes  shall be
allocated to the Member in accordance with its Interest in the Company.

     13. Distributions.  Distributions shall be made to the Member in accordance
         --------------
with its  Interest  at the time and in the  amounts  determined  by the  Member.
Notwithstanding  the preceding  sentence or any other  provision to the contrary
contained in this Agreement, no distribution shall be made to the Member if such
distribution is prohibited by the Act.

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

     15.  Dissolution.  The Company  shall be dissolved and its affairs wound up
          ------------
only upon the occurrence of any of the following events:

          (a) The Member votes to dissolve the Company;

          (b) There are no members; or

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

The  bankruptcy (as defined in the Act) of a person (as defined in the Act) that
is a Member of the Company  shall not cause such person to cease to be a member.
Upon dissolution of the Company, the Member shall have power and authority,  and
shall be and hereby is  authorized  and  empowered  to,  and shall,  wind up the
Company's affairs.
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     16. Winding Up, Liquidation and Distribution of Assets. Upon dissolution of
         --------------------------------------------------
the Company  pursuant to Section 15, the Member or a liquidator shall distribute
the assets of the Company in the following order of priority:

          (a)  The  payment  of,  or  adequate  provision  for,  the  debts  and
obligations of the Company to its creditors  (not including  amounts owed to the
Member);

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

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

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

Upon completion of the winding up,  liquidation and  distribution of the assets,
the  Company  shall be deemed  terminated.  The  Member  shall  comply  with any
applicable  requirements  of the Act or other  applicable  law pertaining to the
winding  up of the  affairs of the  Company  and the final  distribution  of its
assets.

     17. Effect of  Dissolution.  Upon  dissolution,  the Company shall cease to
         ----------------------
carry on its  business,  and its affairs  shall be wound up in  accordance  with
Section 16 hereof and the Act.

         18.  Certificate  of  Cancellation.  When all  debts,  liabilities  and
              -----------------------------
obligations have been paid and discharged or adequate  provisions have been made
therefor and all of the remaining  property and assets have been  distributed to
the Member,  a Certificate of Cancellation  shall be executed and filed with the
Secretary 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 written  instrument signed by the Member. The Certificate of Formation
may be amended or modified  from time to time only with the prior consent of the
Member.

     20. Miscellaneous Provisions.
         ------------------------

          (a) Entire Agreement.  This Agreement  represents the entire agreement
              ----------------
     between the Company and the Member concerning the subject matter hereof.

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

          (c) Banking.  All funds of the Company  shall be deposited in its name
              -------
in an  account  or  accounts  as shall be  designated  from  time to time by the
Officers.  The Officers are hereby authorized and directed to open such accounts
with such  banks as may be  selected  as  depositories  for the  Company  in the
discretion of any of the Officers,  and to deposit therein funds of the Company,
drafts, checks and notes of the Company, payments on said accounts to be made in
the Company name.  Any such Officer is hereby  authorized to execute and deliver
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resolutions  on such forms as may be presented  or required by such banks,  said
forms to be completed with such  information as the executing  Officers may deem
to be in the best  interest of the Company.  All such  resolutions  which may be
required by banks hereafter selected by the Company dealing with the designation
of such banks as  depositories  are hereby  adopted as resolutions of the Board,
and the Secretary or Assistant  Secretary of the Company may hereafter attest to
and execute such bank resolutions  and/or forms without additional action of the
Member or the Board.

          (d) No Third Party  Beneficiaries.  Nothing in this Agreement shall be
              -----------------------------
construed to 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
any  Manager,  to or for the benefit of any person or entity not a party to this
Agreement.  Furthermore,  the rights of the Company or of the Member  under this
Agreement to require any  contributions  to the capital of the Company shall not
confer, nor shall they be construed as conferring,  any rights or benefits to or
upon any person or entity  other than the  Company  and the  Member,  including,
without limitation,  any person or entity who has entered into any instrument of
or binding upon the Company or any of its property.

          (e) No  Conflict of  Interest.  The Member and  Managers  shall not be
              -------------------------
required to act hereunder as their sole and exclusive  business activity and the
Member  and  Managers  may have  other  business  interests  and engage in other
activities  in addition to those  relating to the Company.  Neither the Company,
the Member nor the Managers  shall have any right by virtue of this Agreement in
or to any other  interests or  activities  or to the income 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  with
respect thereto as any other person.  No transaction  between the Member and the
Company  shall be  voidable  solely  because the Member has a direct or indirect
interest in the  transaction  if the  transaction  is fair and reasonable to the
Company.

          (f)  Construction.   Whenever  the  singular  form  is  used  in  this
               ------------
Agreement,  and when required by the context,  the same shall include the plural
and vice versa,  and the masculine  gender shall include the feminine and neuter
genders and vice versa.

          (g)  Headings.  The  headings  in  this  Agreement  are  inserted  for
               --------
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.

          (h) Waivers. The failure of any party to seek redress for violation of
              -------
or to insist upon the strict  performance  of any  covenant or condition of this
Agreement  shall not  prevent a  subsequent  act,  which  would have  originally
constituted a violation, from having the effect of an original violation.

          (i)   Counterparts.   This  Agreement  may  be  executed  in  multiple
                ------------
counterparts,  each of which shall be deemed an original  but all of which shall
constitute  one  and  the  same  instrument.  Any  signature  page  of any  such
counterpart, or any electronic facsimile thereof, may be attached or appended to
any other counterpart to complete a fully executed counterpart to this Agreement
and any  telecopy or other  facsimile  transmission  of any  signature  shall be
deemed an original and shall bind such party.

          (k)  Determination of Matters Not Provided for in this Agreement.  The
               -----------------------------------------------------------
Member shall,  pursuant to Section 10, decide any questions arising with respect
                                       9
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to the  Company  and this  Agreement  which are not  specifically  or  expressly
provided for in this Agreement.

          (k)  Indemnification.  The Company shall  indemnify to the full extent
               ---------------
permitted by the Limited  Liability  Company Act of the State of Delaware or any
other  applicable  laws as now or  hereinafter  in  effect  any  person  made or
threatened to be made a party to any action, suit or proceeding,  whether civil,
criminal,  administrative  or  investigative,  by  reason  of the fact that such
person or such person's  testator or intestate is or was a Manager or an Officer
of the  Company or serves or served at the  request of the  Company or any other
enterprise  as a Manager or an Officer.  Expenses,  including  attorneys'  fees,
incurred by any such person in  defending  any such action,  suit or  proceeding
shall be paid or  reimbursed  by the Company  promptly  upon receipt by it of an
undertaking  of or on behalf of such  person to repay  such  amounts if it shall
ultimately be determined  that such person is not entitled to be  indemnified by
the  Company.  The  rights  provided  to any  person  by this  Section  shall be
enforceable  against  the  Company by such  person who shall be presumed to have
relied upon it in serving or  continuing  to serve as a Manager or an Officer as
provided  above.  No amendment  of this  Section  shall impair the rights of any
person  arising  at any time  with  respect  to events  occurring  prior to such
amendment.  For purposes of this Section,  the term "Company"  shall include any
predecessor  of  the  Company  and  any  constituent   company   (including  any
constituent  of a  constituent)  absorbed by the Company in a  consolidation  or
merger;  the term "other  enterprise,"  shall include any  corporation,  limited
liability company,  partnership,  joint venture, trust or employee benefit plan;
service "at the request of the Company" shall include service as a Manager or an
Officer of the Company  which imposes  duties on, or involves  services by, such
Manager or Officer with respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with respect to an employee
benefit  plan  shall be deemed to be  indemnifiable  expenses;  and  action by a
person with  respect to an employee  benefit  plan which such person  reasonably
believes to be in the interest of the  participants  and  beneficiaries  of such
plan  shall be deemed to be action  not  opposed  to the best  interests  of the
Company.   Notwithstanding  the  foregoing,  no  Manager  or  Officer  shall  be
indemnified  against  liability  for any  intentional  misconduct,  any  knowing
violation  of the law or any  transaction  in  which  such  Manager  or  Officer
receives a personal benefit in violation or breach of the Act or this Agreement.

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

                    [SIGNATURES BEGIN ON THE FOLLOWING PAGE]
                                       10
<PAGE>



                         Mirant Americas Generation, LLC

                         By: Mirant Americas, Inc., its sole member


                         ----------------------------------------
                         Name: Michael L. Smith
                         Title: Sr. Vice President and Chief Financial Officer


                         Mirant Americas, Inc., as Member


                         --------------------------------------
                         Name: Donald B. Dysert
                         Title: Vice President and Treasurer


<PAGE>



                                    Exhibit A
                                    ---------

                                Initial Managers
                                ----------------

The number of initial  Managers  shall be seven (7) and their names and the name
of the Chairman are set forth below:

                           Richard J. Pershing, Chairman
                           Donald B. Dysert
                           Randall E. Harrison
                           Gary J. Morsches
                           William T. Orr
                           David R. Rozier, Jr.
                           Michael L. Smith


<PAGE>


                                    Exhibit B
                                    ---------

                               Executive Committee
                               -------------------

The initial  members of the  Executive  Committee and its chairman are set forth
below:

                           Richard J. Pershing, Chairman
                           Donald B. Dysert
                           Michael L. Smith


<PAGE>


                                    Exhibit C
                                    ----------

                                Initial Officers
                                -----------------

         The initial Officers are set forth below:

<TABLE>
<CAPTION>


 Name                         Title
<S>                           <C>
 Richard J. Pershing          President & Chief Executive Officer
 Craig S. Lesser              Senior Vice President - External and Regulatory Affairs
 Randall E. Harrison          Senior Vice President and CEO -  West Region
 David R. Rozier, Jr.         Senior Vice President and CEO - South Region
 William T. Orr               Senior Vice President and CEO - Northeast Region
 Edwin H. Adams               Senior Vice President, Commerce and Technology
 Gary J. Morsches             Senior Vice President and CEO - East Region
 Michael L. Smith             Senior Vice President and Chief Financial Officer
 B. Sailesh Ramamurtie        Vice President & Risk Control Officer
 J. R. Harris                 Vice President & CEO - South America and Caribbean Region
 David T. Gallaspy            Vice President - E-Commerce
 Andrew W. Evans              Vice President, Structuring and Market Development
 Charles Facktor              Vice President, Labor Relations
 John L. O'Neal               Vice President and President - Mirant Mid-Atlantic
 Anne M. Cleary               Vice President and President - Mirant California
 Vincent P. Duane             Vice President & General Counsel
 Billy E. Johnson             Vice President - Human Resources
 Lisa D. Johnson              Vice President - Midwest Business Unit
 Alexander Eydeland           Vice President - Research
 Donald B. Dysert             Vice President and Treasurer
 Mark S. Lynch                Vice President and President & Chief Operating Officer -
 J. Robert Minter             Vice President, Governmental Affairs
 Pamela  S. Pierce            Vice President and President - Mirant Americas Energy Capital
 Robert E. McClure            Vice President - Information Technology
 Ronald L. Lepionka           Vice President & Controller
 Michelle H. Ancosky          Secretary
 James J. Coppola, Jr.        Assistant Comptroller & Assistant Treasurer
 Elizabeth B. Chandler        Assistant Secretary
 Sonnet C. Edmonds            Assistant Secretary

</TABLE>