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                                                                   Exhibit 10.74

                                 MIRANT SERVICES

                                 BARGAINING UNIT

                              EMPLOYEE SAVINGS PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004)

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                                 MIRANT SERVICES
                      BARGAINING UNIT EMPLOYEE SAVINGS PLAN

                                TABLE OF CONTENTS

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ARTICLE I  -  PURPOSE.....................................................................1

ARTICLE II -  DEFINITIONS.................................................................2

2.1     "Account".........................................................................2
2.2     "Actual Deferral Percentage"......................................................2
2.3     "Actual Deferral Percentage Test".................................................2
2.4     "Affiliated Employer".............................................................2
2.5     "Annual Addition".................................................................2
2.6     "Average Actual Deferral Percentage"..............................................3
2.7     "Beneficiary".....................................................................3
2.8     "Board of Managers"...............................................................3
2.9     "Break-in-Service Date"...........................................................3
2.10    "Code"............................................................................3
2.11    "Committee".......................................................................3
2.12    "Company".........................................................................3
2.13    "Compensation"....................................................................3
2.14    "Direct Rollover".................................................................4
2.15    "Discretionary Profit Sharing Contribution".......................................4
2.16    "Distributee".....................................................................4
2.17    "Elective Employer Contribution"..................................................4
2.18    "Eligible Employee"...............................................................4
2.19    "Eligible Participant"............................................................4
2.20    "Eligible Retirement Plan"........................................................5
2.21    "Eligible Rollover Distribution"..................................................5
2.22    "Employee"........................................................................5
2.23    "Employer Matching Contribution"..................................................5
2.24    "Employing Company"...............................................................5
2.25    "Enrollment Date".................................................................5
2.26    "ERISA"...........................................................................5
2.27    "Excess Deferral Amount"..........................................................6
2.28    "Excess Deferral Contributions"...................................................6
2.29    "Forfeiture"......................................................................6
2.30    "Highly Compensated Employee".....................................................6
2.31    "Hour of Service".................................................................6
2.32    "Investment Fund".................................................................7
2.33    "Limitation Year".................................................................7
2.34    "Non-Highly Compensated Employee".................................................7
2.35    "Normal Retirement Date"..........................................................7
2.36    "One-Year Break in Service".......................................................7
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2.37    "Participant".....................................................................7
2.38    "Plan"............................................................................7
2.39    "Plan Year".......................................................................7
2.40    "Rollover Contribution"...........................................................7
2.41    "SERI BU Savings Plan"............................................................8
2.42    "SERI Covered Employees Plan".....................................................8
2.43    "Southern"........................................................................8
2.44    "Southern Stock"..................................................................8
2.45    "Surviving Spouse"................................................................8
2.46    "Suspense Account"................................................................8
2.47    "Trust" or "Trust Fund"...........................................................8
2.48    "Trust Agreement".................................................................8
2.49    "Trustee".........................................................................8
2.50    "Valuation Date"..................................................................8
2.51    "Voluntary Participant Contribution"..............................................8
2.52    "Year of Service".................................................................8

ARTICLE III - PARTICIPATION..............................................................10

3.1     Eligibility Requirements.........................................................10
3.2     Participation upon Reemployment..................................................10
3.3     Change in Eligibility............................................................10
3.4     Loss of Eligible Employee Status.................................................10
3.5     Rollovers from Other Plans.......................................................10
3.6     Military Leave...................................................................11

ARTICLE IV - ELECTIVE EMPLOYER CONTRIBUTIONS AND VOLUNTARY
        PARTICIPANT CONTRIBUTIONS........................................................12

4.1     Elective Employer Contributions..................................................12
4.2     Maximum Amount of Elective Employer Contributions................................12
4.3     Distribution of Excess Deferral Amounts..........................................12
4.4     Additional Rules Regarding Elective Employer Contributions.......................13
4.5     Section 401(k) Nondiscrimination Tests...........................................14
4.6     Voluntary Participant Contributions..............................................17
4.7     Manner and Time of Payment of Elective Employer Contributions and
        Voluntary Participant Contributions..............................................17
4.8     Change in Contribution Rate......................................................17
4.9     Change in Contribution Amount....................................................17
4.10    Catch-Up Contributions...........................................................17

ARTICLE V  - EMPLOYER CONTRIBUTIONS......................................................19

5.1     Amount of Employer Matching Contributions........................................19
5.2     Payment of Employer Matching Contributions.......................................19
5.3     Discretionary Profit Sharing Contribution........................................19
5.4     Reversion of Employing Company Contributions.....................................20
5.5     Correction of Prior Incorrect Allocations and Distributions......................21
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ARTICLE VI  - LIMITATIONS ON CONTRIBUTIONS...............................................22

6.1     Section 415 Limitations..........................................................22
6.2     Correction of Contributions in Excess of Section 415 Limits......................22

ARTICLE VII - SUSPENSION OF CONTRIBUTIONS................................................24

7.1     Suspension of Contributions......................................................24
7.2     Resumption of Contributions......................................................24

ARTICLE VIII - INVESTMENT OF CONTRIBUTIONS...............................................25

8.1     Investment Funds.................................................................25
8.2     Investment of Contributions......................................................25
8.3     Investment of Earnings...........................................................25
8.4     Transfer of Assets between Funds.................................................25
8.5     Change in Investment Direction...................................................25
8.6     Section 404(c) Plan..............................................................25
8.7     Other Stock Investment Funds.....................................................25
8.8     Southern Stock Fund..............................................................26

ARTICLE IX - MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS.........................27

9.1     Establishment of Accounts........................................................27
9.2     Valuation of Investment Funds....................................................27
9.3     Rights in Investment Funds.......................................................27

ARTICLE X  -  VESTING....................................................................28

10.1    Full Vesting.....................................................................28
10.2    Discretionary Profit Sharing Contributions.......................................28
10.3    Forfeitures......................................................................28
10.4    Buy-Back Procedure...............................................................28
10.5    Deemed Cash-out and Deemed Buy-back..............................................28
10.6    Vesting after One-Year Break in Service..........................................29
10.7    Vesting at Normal Retirement Age.................................................29
10.8    Vesting Upon Death...............................................................29

ARTICLE XI - WITHDRAWALS AND LOANS.......................................................30

11.1    Withdrawals by Participants......................................................30
11.2    Notice of Withdrawal.............................................................30
11.3    Form of Withdrawal...............................................................30
11.4    Minimum Withdrawal...............................................................30
11.5    Source of Withdrawal.............................................................31
11.6    Requirement of Hardship..........................................................31
11.7    Loans to Participants............................................................32

ARTICLE XII - DISTRIBUTION TO PARTICIPANTS...............................................35

12.1    Distribution upon Retirement.....................................................35
12.2    Distribution upon Disability.....................................................35
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12.3    Distribution upon Death..........................................................35
12.4    Designation of Beneficiary in the Event of Death.................................35
12.5    Distribution upon Termination of Employment......................................36
12.6    Commencement of Benefits.........................................................37
12.7    Transfer between Employing Companies.............................................38
12.8    Distributions to Alternate Payees................................................38
12.9    Requirement for Direct Rollovers.................................................38
12.10   Consent and Notice Requirements..................................................38
12.11   Form of Payment..................................................................39
12.12   Partial Distribution upon Termination of Employment..............................39

ARTICLE XIII - ADMINISTRATION OF THE PLAN................................................40

13.1    Membership of Committee..........................................................40
13.2    Acceptance and Resignation.......................................................40
13.3    Transaction of Business..........................................................40
13.4    Responsibilities in General......................................................40
13.5    Committee as Named Fiduciary.....................................................40
13.6    Rules for Plan Administration....................................................40
13.7    Employment of Agents.............................................................41
13.8    Co-Fiduciaries...................................................................41
13.9    General Records..................................................................41
13.10   Liability of the Committee.......................................................41
13.11   Reimbursement of Expenses and Compensation of Committee..........................42
13.12   Expenses of Plan and Trust Fund..................................................42
13.13   Responsibility for Funding Policy................................................42
13.14   Management of Assets.............................................................42
13.15   Notice and Claims Procedures.....................................................42
13.16   Bonding..........................................................................43
13.17   Multiple Fiduciary Capacities....................................................43
13.18   Change in Administrative Procedures..............................................43
13.19   Liability of the Investment Review Committee.....................................43

ARTICLE XIV - TRUSTEE OF THE PLAN........................................................44

14.1    Trustee..........................................................................44
14.2    Voting of Other Investment Fund Shares...........................................44
14.3    Uninvested Amounts...............................................................44
14.4    Independent Accounting...........................................................44

ARTICLE XV -  AMENDMENT AND TERMINATION OF THE PLAN......................................45

15.1    Amendment of the Plan............................................................45
15.2    Termination of the Plan..........................................................45
15.3    Merger or Consolidation of the Plan..............................................46

ARTICLE XVI - GENERAL PROVISIONS.........................................................47

16.1    Plan Not an Employment Contract..................................................47
16.2    No Right of Assignment or Alienation.............................................47
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16.3    Payment to Minors and Others.....................................................47
16.4    Source of Benefits...............................................................48
16.5    Unclaimed Benefits...............................................................48
16.6    Governing Law....................................................................48
16.7    Construction.....................................................................48

ARTICLE XVII -  SPECIAL RULES FOR PARTICULAR BARGAINING UNITS............................49

17.1    United Steelworkers of America Local #12502 (Com Ed).............................49
17.2    Utility Workers' Union of America Local #392 and #480 (New England)..............49
17.3    International Brotherhood of Electrical Workers Local #1900 (Mid-Atlantic).......50
17.4    International Brotherhood of Electrical Workers Local #503 (New York)............52
17.5    International Brotherhood of Electrical Workers Local #1245 (PG&E)...............52

ARTICLE XVIII - SPECIAL RULES FOR FORMER PARTICIPANTS IN THE SERI BU
        SAVINGS PLAN.....................................................................55

18.1    Application......................................................................55
18.2    Hours of Service.................................................................55
18.3    Years of Service.................................................................55
18.4    Merger of Accounts...............................................................55
18.5    In-Service Withdrawals...........................................................55
18.6    Loans under the SERI BU Savings Plan.............................................55

ARTICLE XIX - SPECIAL RULES FOR FORMER PARTICIPANTS IN THE SERI
        COVERED EMPLOYEES PLAN...........................................................56

19.1    Application......................................................................56
19.2    Hours of Service.................................................................56
19.3    Years of Service.................................................................56
19.4    Merger of Accounts...............................................................56
19.5    In-Service Withdrawals...........................................................56
19.6    Loans under the SERI Covered Employees Plan......................................56

ARTICLE XX - MINIMUM DISTRIBUTION REQUIREMENTS...........................................57

20.1    General Rules....................................................................57
20.2    Time and Manner of Distribution..................................................57
20.3    Required Minimum Distributions During the Participant's Lifetime.................58
20.4    Requirements Minimum Distributions After the Participant's Death.................58
20.5    Definitions......................................................................59

APPENDIX A - EMPLOYING COMPANIES.........................................................62

APPENDIX B - ALLOCATION GROUPS...........................................................63
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                                 MIRANT SERVICES
                      BARGAINING UNIT EMPLOYEE SAVINGS PLAN

                As Amended and Restated Effective January 1, 2004

                                    ARTICLE I
                                     PURPOSE

     The purpose of the Plan is to encourage employee thrift, to create added
employee interest in the affairs of Mirant Corporation, to supplement retirement
and death benefits, and to create a competitive compensation program for
employees through the establishment of a formal plan under which contributions
by and on behalf of Participants are supplemented by contributions of Employing
Companies. The Company is the plan sponsor of the Plan. This Plan is intended to
qualify under Code Section 401(a), and all contributions made by an Employing
Company to this Plan are expressly conditioned upon the deductibility of such
contributions under Code Section 404.

     To the extent that different terms and conditions are necessary to reflect
the benefits to be provided to each Eligible Employee, such terms and conditions
shall be set forth in Article XVII, XVIII, XIX or a schedule attached hereto and
incorporated into the Plan and shall supersede any inconsistent provisions
otherwise set forth herein. Any such schedule shall reflect the collective
bargaining unit to which it applies, the effective date and the Plan Section or
Sections to which it applies. Any amendment to such schedule shall be considered
an amendment to the Plan and shall be subject to Section 15.1 hereof.

     The Plan was last amended and restated in its entirety effective as of
April 2, 2001 and thereafter amended from time to time. In order to incorporate
these amendments into the body of the Plan and to make the various changes in
the Plan set forth herein, the Company hereby again amends and restates the Plan
in its entirety, effective as of January 1, 2004, in accordance with the
following terms and conditions:

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                                   ARTICLE II
                                   DEFINITIONS

     All references to articles, sections, subsections, and paragraphs shall be
to articles, sections, subsections, and paragraphs of this Plan unless another
reference is expressly set forth in this Plan. Any words used in the masculine
shall be read and be construed in the feminine where they would so apply. Words
in the singular shall be read and construed in the plural, and all words in the
plural shall be read and construed in the singular in all cases where they would
so apply.

     For purposes of this Plan, unless otherwise required by the context, the
following terms shall have the meanings set forth opposite such terms:

     2.1    "Account" shall mean the total amount credited to the account of a
Participant, as described in Section 9.1.

     2.2    "Actual Deferral Percentage" shall mean the ratio (expressed as a
percentage) of Elective Employer Contributions on behalf of an Eligible
Participant for the Plan Year to the Eligible Participant's compensation for the
Plan Year. For the purpose of determining an Eligible Participant's Actual
Deferral Percentage for a Plan Year, the Committee may elect to consider an
Eligible Participant's compensation for (a) the entire Plan Year or (b) that
portion of the Plan Year in which the Eligible Participant was eligible to have
Elective Employer Contributions made on his behalf, provided that such election
is applied uniformly to all Eligible Participants for the Plan Year. The Actual
Deferral Percentage of an Eligible Participant who does not have Elective
Employer Contributions made on his behalf shall be zero.

     2.3    "Actual Deferral Percentage Test" shall mean the test described in
Section 4.5(a).

     2.4    "Affiliated Employer" shall mean an Employing Company and (a) any
corporation that is a member of a controlled group of corporations (as defined
in Section 414(b) of the Code) which includes such Employing Company, (b) any
trade or business (whether or not incorporated) that is under common control (as
defined in Section 414(c) of the Code) with such Employing Company, (c) any
organization (whether or not incorporated) that is a member of an affiliated
service group (as defined in Section 414(m) of the Code) that includes such
Employing Company, and (d) any other entity required to be aggregated with such
Employing Company pursuant to regulations under Section 414(o) of the Code.
Notwithstanding the foregoing, for purposes of applying the limitations of
Article VI, the term Affiliated Employer shall be adjusted as required by Code
Section 415(h).

     2.5    "Annual Addition" shall mean the amount allocated to a Participant's
Account and accounts under all defined contribution plans maintained by the
Affiliated Employers during a Limitation Year that constitutes

            (a)  Affiliated Employer contributions,

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            (b)  Voluntary Participant Contributions,

            (c)  forfeitures, if any, allocated to a Participant's Account or
     accounts under all defined contribution plans maintained by the Affiliated
     Employers, and

            (d)  amounts described in Sections 415(l)(1) and 419A(d)(2) of the
     Code.

     2.6    "Average Actual Deferral Percentage" shall mean the average
(expressed as a percentage) of the Actual Deferral Percentages of the Eligible
Participants in a group.

     2.7    "Beneficiary" shall mean any person(s) who, or estate(s), trust(s),
or organization(s) which, in accordance with the provisions of Section 12.4,
become entitled to receive benefits upon the death of a Participant.

     2.8    "Board of Managers" shall mean the Board of Managers of the Company.

     2.9    "Break-in-Service Date" means the earlier of:

            (a)  the date on which an Employee terminates employment, is
     discharged, retires, or dies; or

            (b)  the last day of an approved leave of absence including any
     extension.

     In the case of an individual who is absent from work for maternity or
paternity reasons, such individual shall not incur a Break-in-Service Date
earlier than the expiration of the second anniversary of the first date of such
absence; provided, however, that the twelve-consecutive-month period beginning
on the first anniversary of the first date of such absence shall not constitute
a Year of Service. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (a) by reason of the pregnancy
of the Employee, (b) by reason of a birth of a child of the Employee, (c) by
reason of the placement of a child with the Employee in connection with the
adoption of such child by such Employee, or (d) for purposes of caring for such
child for a period beginning immediately following such birth or placement.

     2.10   "Code" shall mean the Internal Revenue Code of 1986, as amended, or
any successor statute, and the rulings and regulations promulgated thereunder.
In the event an amendment to the Code renumbers a section of the Code referred
to in this Plan, any such reference automatically shall become a reference to
such section as renumbered.

     2.11   "Committee" shall mean the committee appointed pursuant to Section
13.1 to serve as plan administrator.

     2.12   "Company" shall mean Mirant Services, LLC, and its successors.

     2.13   "Compensation" shall mean the base salary or wages paid to a
Participant by an Affiliated Employer for the Plan Year during which he is
eligible to participate, including all

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amounts contributed by an Affiliated Employer that are not includable in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b), 457, 414(h)(2) and 132(f)(4), before deduction of taxes,
social security, etc. Compensation shall exclude all awards under any incentive
pay plans sponsored by an Affiliated Employer includable as gross income,
bonuses, regular overtime pay, any hourly shift differentials, substitution pay,
such amounts that are reimbursements to a Participant paid by any Affiliated
Employer including, but not limited to, reimbursement for such items as moving
expenses and travel and entertainment expenses, and imputed income for
automobile expenses, tax preparation expenses and health and life insurance
premiums paid by an Affiliated Employer. Notwithstanding the foregoing,
"Compensation" for a group of Eligible Employees may be modified as provided in
Article XVII or on the Appendix to this Plan that is applicable to such Eligible
Employees.

     For Plan Years beginning on or after January 1, 2002, the Compensation of
each Employee taken into account under the Plan shall not exceed $200,000, as
adjusted pursuant to Section 401(a)(17)(B) of the Code. If a determination
period consists of fewer than 12 months, the applicable compensation limit will
be multiplied by a fraction, the numerator of which is the number of months in
the determination period, and the denominator of which is 12.

     2.14   "Direct Rollover" shall mean a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

     2.15   "Discretionary Profit Sharing Contribution" shall mean the Employing
Company contribution made to the Accounts of Eligible Participants under Section
5.3.

     2.16   "Distributee" shall include an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who is an alternate
payee under a qualified domestic relations order, as defined in Section 414(p)
of the Code, are Distributees with regard to the interest of the spouse or
former spouse.

     2.17   "Elective Employer Contribution" shall mean contributions made
pursuant to Section 4.1 during the Plan Year by an Employing Company, at the
election of a Participant, in lieu of cash compensation and shall include
contributions made pursuant to a salary reduction agreement.

     2.18   "Eligible Employee" shall mean an Employee who is employed by an
Employing Company as a regular full-time or regular part-time employee and who
is represented by one of the collective bargaining units set forth in Article
XVII or a schedule attached hereto, as updated from time to time.
Notwithstanding the foregoing, no Employee shall be entitled to participate in
this Plan if such Employee is eligible to participate in a plan of an Affiliated
Employer that is intended to be a cash or deferred arrangement under Code
Section 401(k).

     2.19   "Eligible Participant" shall mean an Eligible Employee who is
authorized to have Elective Employer Contributions or Voluntary Participant
Contributions or Discretionary Profit Sharing Contributions allocated to his
Account for the Plan Year.

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     2.20   "Eligible Retirement Plan" shall mean an individual retirement
account described in Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, a qualified trust described in Section 401(a) of the
Code and an eligible plan under Section 457(b) of the Code that is maintained by
a state, political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state that accepts the Distributee's
Eligible Rollover Distribution and which agrees to separately account for
amounts transferred into such plan from this Plan.

     2.21   "Eligible Rollover Distribution" shall mean any distribution of all
or any portion of the balance to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include: (a) any distribution that is
one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the Distributee, the
joint lives (or joint life expectancies) of the Distributee and the
Distributee's Beneficiary, or for a specified period of 10 years or more; (b)
any distribution to the extent such distribution is required under Section
401(a)(9) of the Code; (c) the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion from net
unrealized appreciation with respect to employer securities) to the extent such
amounts are attributable to employee after-tax contributions; and (d) any
hardship distribution described in Section 402(c)(4)(C) of the Code.

     2.22   "Employee" shall mean each individual who is employed by an
Affiliated Employer under common law and each individual who is required to be
treated as an employee pursuant to the "leased employee" rules of Code Section
414(n) other than a leased employee described in Code Section 414(n)(5). A
"leased employee" is any person (other than an employee of the recipient) who
pursuant to an agreement between the recipient and any other person (hereafter
the "leasing organization") has performed services for the recipient (or for the
recipient and related persons, as determined in accordance with Code Section
414(n)(6)) on a substantially full-time basis for a period of at least one (1)
year, and such services are performed under the primary direction or control by
the recipient.

     2.23   "Employer Matching Contribution" shall mean a contribution made by
an Employing Company pursuant to Section 5.1.

     2.24   "Employing Company" shall mean the Company and any affiliate or
subsidiary of the Company or Mirant Corporation which the Board of Managers may
from time to time determine to bring under the Plan and which shall adopt the
Plan, and any successor of them. The Employing Companies are set forth on
Appendix A to the Plan as updated from time to time. No such entity shall be
treated as an Employing Company prior to the date it adopts the Plan.

     2.25   "Enrollment Date" shall mean the first day of each payroll period.

     2.26   "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended, or any successor statute, and the rulings and regulations
promulgated thereunder. In the

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event an amendment to ERISA renumbers a section of ERISA referred to in this
Plan, any such reference automatically shall become a reference to such section
as renumbered.

     2.27   "Excess Deferral Amount" shall mean the amount of Elective Employer
Contributions for a calendar year that exceed the Code Section 402(g) limits as
allocated to this Plan pursuant to Section 4.3(b).

     2.28   "Excess Deferral Contributions" shall mean the amount of Elective
Employer Contributions on behalf of a Highly Compensated Employee referred to in
Code Section 401(k)(8)(B).

     2.29   "Forfeiture" shall mean that portion of a Participant's Account that
is forfeitable as determined under the vesting schedule applicable to such
Participant. Forfeitures shall be applied against and proportionately reduce
future Employing Company contributions; provided, however, that any such
Forfeitures shall not be so applied until the first administratively practicable
Valuation Date after which occurs the earlier of the following events:

            (a)  the termination of employment of the Participant with zero
     percent (0%) vesting;

            (b)  the distribution of the entire vested portion of the
     Participant's Account; or

            (c)  the date on which the Participant incurs five (5) consecutive
     One-Year Breaks in Service.

     Therefore, a Forfeiture will only occur in the event of an occurrence
described in the preceding sentence, and only then shall the nonvested portion
of a Participant's Account be used to offset future Employing Company
contributions. Such offset shall take place as of the first administratively
practicable Valuation Date after the Forfeiture occurs.

     2.30   "Highly Compensated Employee" shall mean (in accordance with and
subject to Code Section 414(q) and any regulations, rulings, notices or
procedures thereunder), with respect to any Plan Year: (a) any Employee who was
a five percent (5%) owner of Mirant Corporation or an Affiliated Employer (as
determined pursuant to Code Section 416) during the Plan Year or the immediately
preceding Plan Year, or (b) any Employee who (1) earned more than $85,000 in the
preceding Plan Year and (2) falls within the "top-paid group," as defined in
Code Section 414(q) (excluding those employees described in Code Section
414(q)(8) for such purpose). The $85,000 amount shall be adjusted for inflation
and for short Plan Years, pursuant to Code Section 414(q). In determining
whether an Employee is a Highly Compensated Employee, the Committee may make any
elections authorized under applicable regulations, rulings, notices, or revenue
procedures.

     2.31   "Hour of Service" shall mean each hour for which an Employee is
paid, or entitled to payment, for the performance of duties for an Affiliated
Employer.

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     2.32   "Investment Fund" shall mean any one of the funds described in
Article VIII which constitutes part of the Trust Fund.

     2.33   "Limitation Year" shall mean the Plan Year.

     2.34   "Non-Highly Compensated Employee" shall mean an Employee who is not
a Highly Compensated Employee.

     2.35   "Normal Retirement Date" shall mean the first day of the month
following a Participant's sixty-fifth (65th) birthday.

     2.36   "One-Year Break in Service" shall mean each twelve-consecutive-month
period within the period commencing with an Employee's Break-in-Service Date and
ending on the date the Employee is again credited with an Hour of Service.

     2.37   "Participant" shall mean (a) an Eligible Employee who has satisfied
the requirements to participate in the Plan as provided in Article III and whose
participation in the Plan at the time of reference has not been terminated as
provided in the Plan, (b) an Employee or former Employee who has ceased to be a
Participant under (a) above, but for whom an Account is maintained under the
Plan, and, (c) an Eligible Employee who has made a Rollover Contribution to this
Plan to the extent that the provisions of the Plan apply to such Rollover
Contribution of the Eligible Employee.

     2.38   "Plan" shall mean the Mirant Services Bargaining Unit Employee
Savings Plan, as described herein or as from time to time amended.

     2.39   "Plan Year" shall mean the twelve-month period commencing January
1st and ending on the December 31st next following.

     2.40   "Rollover Contribution" shall mean that portion of an eligible
rollover distribution (as defined in Code Section 402(c)(4)) that an Eligible
Employee elects to contribute to this Plan in accordance with the requirements
of Section 3.5. The term Rollover Contribution includes amounts transferred to
this Plan (1) in a trustee to trustee transfer from another qualified plan; (2)
from another qualified plan as a lump sum distribution eligible for tax free
rollover treatment that is transferred by the Participant to this Plan within 60
days following receipt thereof; (3) from an annuity contract described in
Section 403(b) of the Code, either by direct transfer or transferred by the
Participant to this Plan within 60 days following receipt thereof; (4) from an
eligible plan under Section 457 of the Code that is maintained by a state, or
any agency or instrumentality of a state or political subdivision of a state,
either by direct transfer or transferred by the Participant to this Plan within
60 days following receipt thereof; or (5) from an individual retirement account
or annuity described in section 408(a) or 408(b) of the Code, either by direct
transfer or transferred by the Participant to this Plan within 60 days following
receipt thereof, but only the portion of the distribution that is eligible to be
rolled over and would be includable in gross income. Notwithstanding the
foregoing, no portion of a Rollover Contribution to this Plan shall include
after-tax amounts.

                                        7
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     2.41   "SERI BU Savings Plan" shall mean the Southern Energy Resources,
Inc. Bargaining Unit Savings Plan.

     2.42   "SERI Covered Employees' Plan" shall mean the Southern Energy
Resources, Inc. Savings Plan for Covered Employees.

     2.43   "Southern" shall mean The Southern Company or any successor thereto.

     2.44   "Southern Stock" shall mean the common stock of Southern.

     2.45   "Surviving Spouse" shall mean the person to whom the Participant is
married on the date of his death, if such spouse is then living, provided that
the Participant and such spouse shall have been married throughout the one (1)
year period ending on the date of the Participant's death.

     2.46   "Suspense Account" shall mean the total forfeitable portion of all
terminated or former Participants' Accounts which have not yet become available
to offset future Employing Company contributions. The Suspense Account shall be
maintained as a single account under the Plan or shall represent the total of
separate bookkeeping accounts established in the name of each terminated or
former Participant to represent his forfeitable percentage. (This account shall
be separate from the Code Section 415 suspense account referenced in Section 6.2
hereof.) The Suspense Account shall always share in earnings or losses of the
Trust Fund and at the appropriate time shall be used to offset future Employing
Company contributions. Forfeitures shall only remain in the Suspense Account
until such time as they become available to reduce future Employing Company
contributions in accordance with Section 10.3 hereof.

     2.47   "Trust" or "Trust Fund" shall mean the trust established pursuant to
the Trust Agreement.

     2.48   "Trust Agreement" shall mean the trust agreement between the Company
and the Trustee, as described in Article XIV.

     2.49   "Trustee" shall mean the person or corporation designated as trustee
under the Trust Agreement, including any successor or successors.

     2.50   "Valuation Date" shall mean each business day of the New York Stock
Exchange.

     2.51   "Voluntary Participant Contribution" shall mean a contribution made
pursuant to Section 4.6 during the Plan Year.

     2.52   "Year of Service" shall mean a twelve-month period of employment as
an Employee, including any fractions thereof. Calculation of the twelve-month
periods shall commence with the Employee's first day of employment, which is the
date on which an Employee first performs an Hour of Service, and shall terminate
on his Break-in-Service Date. Thereafter, if he has more than one period of
employment as an Employee, his Years of Service for any

                                        8
<Page>

subsequent period shall commence with the Employee's reemployment date, which is
the first date following a Break-in-Service Date on which the Employee performs
an Hour of Service, and shall terminate on his next Break-in-Service Date. An
Employee who has a Break-in-Service Date and resumes employment with the
Affiliated Employers within twelve months of his Break-in-Service Date shall
receive a fractional Year of Service for the period of such cessation of
employment.

     In addition, an Eligible Employee's Years of Service shall include service
with a prior employer to the extent provided herein as applicable to such
Eligible Employee.

     Notwithstanding anything in this Section 2.52 to the contrary, an Employee
shall not receive credit for more than one Year of Service with respect to any
twelve-consecutive-month period.

                                        9
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                                   ARTICLE III
                                  PARTICIPATION

     3.1    ELIGIBILITY REQUIREMENTS. Each individual who was a Participant on
April 2, 2001 will continue to participate in the Plan. Each other Eligible
Employee may elect to participate in the Plan as of any Enrollment Date after he
has completed a Year of Service, or such earlier time if so provided in Article
XVII or a schedule attached hereto for his collective bargaining unit. An
Eligible Employee shall make an election to participate by authorizing
deductions from or reduction of his Compensation as contributions to the Plan in
accordance with Article IV, and directing the investment of such contributions
in accordance with Article VIII. Such Compensation deduction and/or reduction
authorization and investment direction shall be made in accordance with the
procedures established from time to time by the Committee.

     3.2    PARTICIPATION UPON REEMPLOYMENT. If an Eligible Employee terminates
his employment with an Affiliated Employer and is subsequently reemployed as an
Eligible Employee, whether before or after he incurs a One-Year Break in
Service, he shall be eligible to become an active Participant in the Plan as of
the date of his reemployment.

     3.3    CHANGE IN ELIGIBILITY. In the event that an Employee's status
changes such that he is no longer eligible to participate under the Mirant
Services Employee Savings Plan, but instead becomes an Eligible Employee under
this Plan, his pre-tax, after-tax, matching and/or rollover contribution
accounts under such plan shall be transferred to his corresponding Elective
Employer Contribution, Voluntary Participant Contribution, Employer Matching
Contribution and/or Rollover Contribution subaccounts in his Account under this
Plan. All amounts transferred to this Plan in accordance with this Section 3.3,
including the outstanding balance of any loans, shall be subject to all of the
other provisions of this Plan. Any outstanding loan transferred with such
accounts shall be considered a loan from this Plan pursuant to Section 11.7
hereof. Finally, no such transfer shall eliminate an optional form of benefit in
violation of Code Section 411(d)(6).

     3.4    LOSS OF ELIGIBLE EMPLOYEE STATUS. If a Participant loses his status
as an Eligible Employee, but remains an Employee, such Participant shall be
ineligible to participate and shall be deemed to have elected to suspend making
Voluntary Participant Contributions or to have Elective Employer Contributions
made on his behalf.

     3.5    ROLLOVERS FROM OTHER PLANS. An Eligible Employee who has received a
distribution of his interest in a tax qualified retirement plan, an annuity
contract described in Section 403(b) of the Code; or an eligible plan under
Section 457 of the Code of a former employer or from an individual retirement
account or annuity described in section 408(a) or 408(b) of the Code may elect
to deposit all or any portion (as designated by such Eligible Employee) of the
amount of such distribution which qualifies as a Rollover Contribution in this
Plan. The Committee shall establish rules and procedures to implement this
Section 3.5, including without limitation, such procedures as may be appropriate
to permit the Committee to verify the tax qualified status of the plan or
annuity of the former employer and compliance with any applicable provisions of
the Code relating to such contributions. The amount contributed to

                                       10
<Page>

the Trustee pursuant to this Section 3.5 shall be placed in the Eligible
Employee's Rollover Contribution subaccount for the benefit of the Eligible
Employee pursuant to Section 9.1. The Eligible Employee shall have a fully
vested interest in the balance of his Rollover Contribution subaccount at all
times and such Rollover Contribution subaccount shall share in the earnings,
gains, and losses of the Trust Fund as set forth in Article IX of the Plan. An
Employee shall be entitled to a distribution of his Rollover Contribution
subaccount pursuant to the applicable provisions of Articles XI and XII hereof.

     3.6    MILITARY LEAVE. Notwithstanding any provision of the Plan to the
contrary, contributions, benefits, and service credit with respect to qualified
military service will be provided in accordance with Section 414(u) of the Code.
Loan repayments will be suspended under the Plan as permitted under Section
414(u)(4) of the Code.

                                       11
<Page>

                                   ARTICLE IV
                       ELECTIVE EMPLOYER CONTRIBUTIONS AND
                       VOLUNTARY PARTICIPANT CONTRIBUTIONS

     4.1    ELECTIVE EMPLOYER CONTRIBUTIONS. An Eligible Employee who meets the
participation requirements of Article III may elect in accordance with the
procedures established by the Committee to have his Compensation reduced as
provided in Article XVII or a schedule attached hereto for his collective
bargaining unit, such Elective Employer Contribution to be contributed to his
Account under the Plan.

     4.2    MAXIMUM AMOUNT OF ELECTIVE EMPLOYER CONTRIBUTIONS. The maximum
amount of Elective Employer Contributions that may be made on behalf of a
Participant during any Plan Year to this Plan or any other qualified plan
maintained by an Employing Company shall not exceed the dollar limitation set
forth in Section 402(g) of the Code in effect at the beginning of such Plan
Year.

     4.3    DISTRIBUTION OF EXCESS DEFERRAL AMOUNTS.

            (a)  IN GENERAL. Notwithstanding any other provision of the Plan,
     Excess Deferral Amounts and income allocable thereto shall be distributed
     (and any corresponding Employer Matching Contributions shall be forfeited)
     no later than April 15th of each Plan Year, to Participants who allocate
     (or are deemed to allocate) such amounts to this Plan pursuant to (b) below
     for the preceding calendar year. Excess Deferral Amounts that are
     distributed shall not be treated as an Annual Addition. Any Employer
     Matching Contributions forfeited pursuant to this subsection (a) shall be
     applied, subject to Section 6.1, toward funding Employing Company
     contributions (for the Plan Year immediately following the Plan Year to
     which such forfeited Employer Matching Contributions relate) or
     distributed, as directed by the Committee, to the extent permitted by
     applicable law.

            (b)  ASSIGNMENT. The Participant's allocation of amounts in excess
     of the Code Section 402(g) limits to this Plan shall be in writing; shall
     be submitted to the Committee no later than March 1st; shall specify the
     Participant's Excess Deferral Amount for the preceding Plan Year; and shall
     be accompanied by the Participant's written statement that if such amounts
     are not distributed, such Excess Deferral Amount, when added to amounts
     deferred under other plans or arrangements described in Section 401(k),
     408(k), 408(p), 402(h)(1)(B), 457, 501(c)(18), or 403(b) of the Code,
     exceeds the limit imposed on the Participant by Section 402(g) of the Code
     for the year in which the deferral occurred. A Participant is deemed to
     notify the Committee of any Excess Deferral Amounts that arise by taking
     into account only those deferrals under this Plan and any other plans of an
     Affiliated Employer.

            (c)  DETERMINATION OF INCOME OR LOSS. The Excess Deferral Amount
     distributed to a Participant with respect to a calendar year shall be
     adjusted for income or loss through the last day of the Plan Year or the
     date of distribution, as determined by the Committee. The income or loss
     allocable to Excess Deferral Amounts is the sum of:

                                       12
<Page>

                 (1)   income or loss allocated to the Participant's Account for
            the taxable year multiplied by a fraction, the numerator of which is
            such Participant's Excess Deferral Amount for the year and the
            denominator of which is the Participant's Account balance
            attributable to Elective Employer Contributions, minus any income or
            plus any loss occurring during the Plan Year; and

                 (2)   if the Committee shall determine in its sole discretion,
            ten percent (10%) of the amount determined under (1) above
            multiplied by the number of whole calendar months between the end of
            the Plan Year and the date of the distribution, counting the month
            of distribution if distribution occurs after the 15th of the month.

                 Notwithstanding the above, the Committee may designate any
            reasonable method for computing the income or loss allocable to
            Excess Deferral Amounts, provided that the method does not violate
            Section 401(a)(4) of the Code, is used consistently for all
            Participants and for all corrective distributions under the Plan for
            the Plan Year, and is used by the Plan for allocating income or loss
            to Participants' Accounts.

            (d)  MAXIMUM DISTRIBUTION AMOUNT. The Excess Deferral Amount, which
     would otherwise be distributed to the Participant, shall, if there is a
     loss allocable to such Excess Deferral Amount, in no event be less than the
     lesser of the Participant's Account under the Plan attributable to Elective
     Employer Contributions or the Participant's Elective Employer Contributions
     for the Plan Year.

     4.4    ADDITIONAL RULES REGARDING ELECTIVE EMPLOYER CONTRIBUTIONS. Salary
reduction agreements shall be governed by the following:

            (a)  A salary reduction agreement shall apply to payroll periods
     during which such salary reduction agreement is in effect. The Committee,
     in its discretion, may establish administrative procedures whereby the
     actual reduction in Compensation may be made to coincide with each payroll
     period of the Employing Company, or at such other times as the Committee
     may determine.

            (b)  The Committee may amend or revoke its salary reduction
     agreement with any Participant at any time, if the Committee determines
     that such revocation or amendment is necessary to ensure that a
     Participant's additions for any Plan Year will not exceed the limitations
     of Sections 4.2 and 6.1 of the Plan or to ensure that the Actual Deferral
     Percentage Test is satisfied.

            (c)  Except as required under Section 4.4(b) above, and under
     Section 4.5(c) below, no amounts attributable to Elective Employer
     Contributions may be distributed to a Participant or his Beneficiary from
     his Account prior to the earlier of:

                                       13
<Page>

                 (1)   the termination of employment, death or disability of the
            Participant;

                 (2)   the attainment of age 59 1/2by the Participant;

                 (3)   the termination of the Plan without establishment of a
            successor plan;

                 (4)   a financial hardship of the Participant pursuant to
            Section 11.6 of the Plan;

                 (5)   the date of a sale by an Employing Company to an entity
            that is not an Affiliated Employer of substantially all of the
            assets (within the meaning of Code Section 409(d)(2)) with respect
            to a Participant who continues employment with the corporation
            acquiring such assets; or

                 (6)   the date of the sale by an Employing Company or an
            Affiliated Employer of its interest in a subsidiary (within the
            meaning of Code Section 409(d)(3)) to an entity that is not an
            Affiliated Employer with respect to the Participant who continues
            employment with such subsidiary.

     4.5    SECTION 401(k) NONDISCRIMINATION TESTS.

            (a)  ACTUAL DEFERRAL PERCENTAGE TEST. The Plan shall satisfy the
     nondiscrimination test of Section 401(k)(3) of the Code, under which no
     Elective Employer Contributions shall be made that would cause the Actual
     Deferral Percentage for Eligible Participants who are Highly Compensated
     Employees to exceed either subsection 4.5(a)(1) or (2) as follows:

                 (1)   The Average Actual Deferral Percentage for the Eligible
            Participants who are Highly Compensated Employees in the current
            Plan Year shall not exceed the Average Actual Deferral Percentage
            for the prior Plan Year for Eligible Participants who were
            Non-Highly Compensated Employees for the prior Plan Year multiplied
            by 1.25; or

                 (2)   The Average Actual Deferral Percentage for Eligible
            Participants who are Highly Compensated Employees in the current
            Plan Year shall not exceed the Average Actual Deferral Percentage
            for Eligible Participants who were Non-Highly Compensated Employees
            in the prior Plan Year multiplied by two (2), provided that the
            Average Actual Deferral Percentage for Eligible Participants who are
            Highly Compensated Employees in the current Plan Year does not
            exceed the Average Actual Deferral Percentage for the prior Plan
            Year for Eligible Participants who were Non-Highly Compensated
            Employees in the prior Plan Year by more than two (2) percentage
            points.

                                       14
<Page>

                 At the election of the Committee, and upon amendment to the
            Plan, the current year Average Actual Deferral Percentage for
            current year Non-Highly Compensated Employees may be substituted for
            the prior year Average Actual Deferral Percentage. However, once an
            election is made to utilize such current year Average Actual
            Deferral Percentage in determining the Actual Deferral Percentage,
            the Committee may not revoke such election without the approval of
            the Internal Revenue Service, to the extent required under Code
            Section 401(k)(3)(A).

            (b)  DISTRIBUTION OF EXCESS DEFERRAL CONTRIBUTIONS.

                 (1)   IN GENERAL. The Excess Deferral Contributions for a
            Highly Compensated Employee for a Plan Year that are to be
            distributed shall be distributed such that the Highly Compensated
            Employee with the highest amount of Elective Employer Contributions
            for the Plan Year shall be reduced to the extent required to:

                       (A)  distribute the total amount of Excess Deferral
                 Contributions, or

                       (B)  cause the amount of such Highly Compensated
                 Employee's Elective Employer Contributions to equal the amount
                 of Elective Employer Contributions of the Highly Compensated
                 Employee with the next highest amount of Elective Employer
                 Contributions for the Plan Year.

            This process must be repeated until all Excess Deferral
            Contributions are distributed.

                 Excess Deferral Contributions plus any income and minus any
            loss allocable thereto shall be distributed (and any corresponding
            Employer Matching Contribution shall be forfeited) to Participants
            on whose behalf such Excess Deferral Contributions were made within
            two and one-half (2 1/2) months after the last day of the Plan Year
            in which such excess amounts arose, and in any event not later than
            the last day of the Plan Year following the close of the Plan Year
            for which such contributions were made. Distribution of Excess
            Deferral Contributions shall be made to Highly Compensated Employees
            in accordance with this Section 4.5(b). Any Employer Matching
            Contributions forfeited pursuant to this Subsection (b)(1) shall be
            applied, subject to Section 6.1, toward funding Employing Company
            contributions (for the Plan Year immediately following the Plan Year
            to which such forfeited Employer Matching Contributions relate) or
            distributed, as directed by the Committee, to the extent permitted
            by applicable law.

                 (2)   DETERMINATION OF INCOME OR LOSS. Excess Deferral
            Contributions to be distributed shall be adjusted for any income or
            loss through the last day of the Plan Year or the date of
            distribution, as determined by the Committee. The income or loss
            allocable to such Excess Deferral Contributions is the sum of:

                                       15
<Page>

                       (A)  income or loss allocated to the Participant's
                 Account for the taxable year multiplied by a fraction, the
                 numerator of which is the Participant's Excess Deferral
                 Contributions to be distributed for the year and the
                 denominator is the Participant's Account balance attributable
                 to Elective Employer Contributions, minus any income or plus
                 any loss occurring during the Plan Year; and

                       (B)  if the Committee shall determine in its sole
                 discretion, ten percent (10%) of the amount determined under
                 (A) above multiplied by the number of whole calendar months
                 between the end of the Plan Year and the date of the
                 distribution, counting the month of distribution if
                 distribution occurs after the 15th of the month.

                 Notwithstanding the above, the Committee may designate any
            reasonable method for computing the income or loss allocable to
            Excess Deferral Contributions, provided that the method does not
            violate Section 401(a)(4) of the Code, is used consistently for all
            Participants and for all corrective distributions under the Plan for
            the Plan Year, and is used by the Plan for allocating income or loss
            to Participants' Accounts.

                 (3)   MAXIMUM DISTRIBUTION AMOUNT. The Excess Deferral
            Contributions which would otherwise be distributed to the
            Participant shall be adjusted for income; shall be reduced, in
            accordance with regulations, by the Excess Deferral Amount
            distributed to the Participant; and shall, if there is a loss
            allocable to the Excess Deferral Contributions, in no event be less
            than the lesser of the Participant's Account under the Plan
            attributable to Elective Employer Contributions or the Participant's
            Elective Employer Contributions for the Plan Year.

            (c)  SPECIAL RULES.

                 (1)   For purposes of this Section 4.5, the Actual Deferral
            Percentage for any Eligible Participant who is a Highly Compensated
            Employee for the Plan Year and who is eligible to have deferral
            contributions allocated to his account under two (2) or more plans
            or arrangements described in Section 401(k) of the Code that are
            maintained by an Affiliated Employer shall be determined as if all
            such deferral contributions were made under a single arrangement. If
            a Highly Compensated Employee participates in two (2) or more cash
            or deferred arrangements that have different plan years, all cash or
            deferred arrangements ending with or within the same calendar year
            shall be treated as a single arrangement. Notwithstanding the
            foregoing, certain plans shall be treated as separate if mandatorily
            disaggregated under Code Section 401(k).

                 (2)   In the event that this Plan satisfies the requirements of
            Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with
            one or more other plans, or if one or more other plans satisfy the
            requirements of Code Section 401(k), 401(a)(4),

                                       16
<Page>

            or 410(b) only if aggregated with this Plan, then the actual
            deferral percentages shall be determined as if all such plans were a
            single plan.

                 (3)   The determination and treatment of the Elective Employer
            Contributions and Actual Deferral Percentage of any Eligible
            Participant shall satisfy such other requirements as may be
            prescribed by the Secretary of the Treasury.

     4.6    VOLUNTARY PARTICIPANT CONTRIBUTIONS. An Eligible Employee who meets
the participation requirements of Article III may elect in accordance with the
procedures established by the Committee to contribute to his Account a Voluntary
Participant Contribution as provided in Article XVII or a schedule attached
hereto for his collective bargaining unit. The maximum Voluntary Participant
Contribution shall be reduced by the percent, if any, that is contributed as an
Elective Employer Contribution on behalf of such Participant under Section 4.1.

     4.7    MANNER AND TIME OF PAYMENT OF ELECTIVE EMPLOYER CONTRIBUTIONS AND
VOLUNTARY PARTICIPANT CONTRIBUTIONS. Contributions made in accordance with
Sections 4.1 and 4.6 will be rounded to the next higher multiple of one dollar
based on a procedure adopted by the Committee. They will be made only through
payroll deductions and will be effective as of the payroll period commencing as
soon as practicable after the date on which the Participant elects to commence
participation in the Plan. Contributions shall be remitted to the Trustee as of
the earliest date on which such contributions can reasonably be segregated from
each Employing Company's general assets, but in any event within the time period
prescribed by applicable law.

     4.8    CHANGE IN CONTRIBUTION RATE. A Participant may prospectively change
the percentage of his Compensation that he has authorized as the Elective
Employer Contribution to be made on his behalf or his Voluntary Participant
Contribution to another permissible percentage in accordance with the procedures
established by the Committee. Such election shall be effective as soon as
practicable after it is made.

     4.9    CHANGE IN CONTRIBUTION AMOUNT. In the event of a change in the
Compensation of a Participant, the percentage of the Elective Employer
Contribution made on his behalf or his Voluntary Participant Contribution
currently in effect shall be applied as soon as practicable with respect to such
changed Compensation without action by the Participant.

     4.10   CATCH-UP CONTRIBUTIONS.

            (a)  The term "Catch-Up Contributions" shall mean the contributions
     under this Section 4.10 made by the Employer during the Plan Year at the
     election of the Participant in lieu of cash compensation and pursuant to a
     salary reduction agreement.

            (b)  Effective for Plan Years beginning on and after January 1,
     2002, a Participant who is eligible to make Elective Employer Contributions
     and who attains age fifty (50) prior to the end of the applicable Plan Year
     may make a Catch-Up Contribution in accordance with, and subject to the
     limitations of, Section 414(v) of the Code. Such

                                       17
<Page>

     Catch-Up Contributions shall not be taken into account for purposes of the
     provisions of the Plan implementing the required limitations of Sections
     402(g) and 415 of the Code. The Plan shall not be treated as failing to
     satisfy the provisions of the Plan implementing the requirements of
     Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
     applicable, by reason of the allowance of such Catch-Up Contributions.

            (c)  Catch-Up Contributions shall not be taken into consideration
     for purposes of determining the amount of Employer Matching Contributions.

            (d)  Catch-Up Contributions shall be credited to a subaccount under
     an Employee's Elective Employer Contribution Subaccount, and shall be
     initially invested in accordance with the provisions of Section 8.2.

                                       18
<Page>

                                    ARTICLE V
                             EMPLOYER CONTRIBUTIONS

     5.1    AMOUNT OF EMPLOYER MATCHING CONTRIBUTIONS. Subject to the provisions
of Sections 6.1 and 6.2, each Employing Company shall contribute an Employer
Matching Contribution on behalf of each Participant in its employ as provided in
Article XVII or a schedule attached hereto for his collective bargaining unit.
The Employer Matching Contribution shall be allocated first to the Elective
Employer Contributions made on a Participant's behalf. Notwithstanding the
foregoing, in the event a Participant is eligible to elect to have Elective
Employer Contributions and Voluntary Participant Contributions allocated to his
Account prior to his eligibility for allocation of Employer Matching
Contributions, only such Elective Employer Contributions and Voluntary
Participant Contributions as are allocated to the Participant's Account after
his eligibility for Employer Matching Contributions shall be taken into account
in determining the amount of Employer Matching Contributions to be allocated to
the Participant's Account for a Plan Year. If, as determined as of the end of a
Plan Year, a Participant received Employer Matching Contributions of less than
the maximum percentage of his Compensation allowable (as specified in Article
XVII or a schedule attached hereto) for the Plan Year because of limitations
imposed on a payroll period basis, the Employing Company may make an additional
Employer Matching Contribution on behalf of such Participant, not to exceed the
maximum percentage of his Compensation allowable (as specified in Article XVII
or a schedule attached hereto) for the Plan Year.

     5.2    PAYMENT OF EMPLOYER MATCHING CONTRIBUTIONS. Except as provided
herein, Employer Matching Contributions shall be remitted to the Trustee as soon
as practicable after the payroll period to which they relate.

     5.3    DISCRETIONARY PROFIT SHARING CONTRIBUTION. Each Employing Company
may, in its sole and absolute discretion, make an annual Discretionary Profit
Sharing Contribution to each Allocation Group for the Accounts of Participants
in its employ as provided in Article XVII or a schedule attached hereto for a
Participant's collective bargaining unit, provided such Participants have
satisfied the eligibility requirements of Section 3.1 and are Eligible Employees
as of the last day of the Plan Year for which such Discretionary Profit Sharing
Contribution relates. The Discretionary Profit Sharing Contribution may be made
in a whole dollar amount or as a percentage of the Compensation of each Eligible
Participant eligible to receive an allocation of such Discretionary Profit
Sharing Contribution under this Section 5.3, and may be made without regard to
the current or accumulated net profits of the Employer. Compensation for
purposes of this Section 5.3 shall mean a Participant's Compensation hereunder
plus any short-term incentive bonus payments under the Mirant Corporation
Omnibus Incentive Compensation Plan, to the extent such payments do not exceed
150% of the Participant's Compensation as defined under Section 2.13 herein.
Discretionary Profit Sharing Contributions shall be paid to the Trustee no later
than the time prescribed by law for filing the federal income tax return of the
Employing Company, including extensions, for the taxable year ending within the
Plan Year for the Discretionary Profit Sharing Contribution in question.
Discretionary Profit Sharing Contributions will be allocated to each Eligible
Participant's Discretionary Profit Sharing Contribution subaccount in accordance
with the following provisions:

                                       19
<Page>

            (a)  The Discretionary Profit Sharing made for an Allocation Group
     will be allocated to the Account of each Eligible Participant who is a
     member of that Allocation Group in the ratio that the Compensation of each
     Eligible Participant who is a member of that Allocation Group bears to the
     total Compensation of all Eligible Participants who are members of that
     Allocation Group.

            (b)  The term "Allocation Group" shall mean the defined groups of
     Eligible Participants as set forth on Appendix B to the Plan, as updated
     from time to time.

     5.4    REVERSION OF EMPLOYING COMPANY CONTRIBUTIONS. Employing Company
contributions computed in accordance with the provisions of this Plan shall
revert to the Employing Company under the following circumstances:

            (a)  In the case of an Employing Company contribution that is made
     by reason of a mistake of fact, upon written direction of the Employing
     Company, such contribution shall be returned to the Employing Company
     within one year after the payment of the contribution.

            (b)  If any Employing Company contribution is determined to be
     nondeductible under Section 404 of the Code, upon written direction of the
     Employing Company, such Employing Company contribution, to the extent that
     it is determined to be nondeductible, shall be returned to the Employing
     Company within one year after the disallowance of the deduction.

            (c)  If the Plan receives an adverse determination with respect to
     its initial qualification under the Code, the Employing Company
     contributions shall be returned to the Employing Company within one year of
     the date of such disqualification.

     The amount which may be returned to the Employing Company under this
Section 5.3(a) and (b) is the excess of (1) the amount contributed over (2) the
amount that would have been contributed had there not occurred a mistake of fact
or disallowance of the deduction. Earnings attributable to the excess
contribution shall not be returned to the Employing Company, but losses
attributable thereto shall reduce the amount to be so returned. If the
withdrawal of the amount attributable to the mistaken contribution would cause
the balance of the Account of any Participant to be reduced to less than the
balance which would have been in the Account had the mistaken amount not been
contributed, then the amount to be returned to the Employing Company shall be
limited so as to avoid such reduction.

                                       20
<Page>

     5.5    CORRECTION OF PRIOR INCORRECT ALLOCATIONS AND DISTRIBUTIONS.
Notwithstanding any provisions contained herein to the contrary, in the event
that, as of any Valuation Date, adjustments are required in any Participants'
Accounts to correct any incorrect allocation of contributions or investment
earnings or losses, or such other discrepancies in Account balances that may
have occurred previously, the Employing Companies may make additional
contributions to the Plan to be applied to correct such incorrect allocations or
discrepancies. The additional contributions shall be allocated by the Committee
to adjust such Participants' Accounts to the value which would have existed on
said Valuation Date had there been no prior incorrect allocation or
discrepancies. The Committee shall also be authorized to take such other actions
as it deems necessary to correct prior incorrect allocations or discrepancies in
the Accounts of Participants under the Plan.

                                       21
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                                   ARTICLE VI
                          LIMITATIONS ON CONTRIBUTIONS

     6.1    SECTION 415 LIMITATIONS.

            (a)  Notwithstanding any provision of the Plan to the contrary, the
     total Annual Additions allocated to the Account (and the accounts under all
     defined contribution plans maintained by an Affiliated Employer) of a
     Participant for any Limitation Year in accordance with Code Section 415 and
     the regulations thereunder, which are incorporated herein by this
     reference, shall not exceed the lesser of the following amounts:

                 (1)   one-hundred percent (100%) of the Participant's
            compensation in the Limitation Year; or

                 (2)   $40,000 (as such amount may be adjusted from time to time
            pursuant to Code Section 415(d)).

            (b)  For purposes of this Section 6.1, wherever the term
     "compensation" is used, such term shall mean compensation as defined in
     Code Section 415(c)(3) and any rulings and regulations thereunder.

     6.2    CORRECTION OF CONTRIBUTIONS IN EXCESS OF SECTION 415 LIMITS. If the
Annual Additions for a Participant exceed the limits of Section 6.1 as a result
of the allocation of forfeitures, if any, a reasonable error in estimating a
Participant's annual compensation for purposes of the Plan, a reasonable error
in determining the amount of elective deferrals (within the meaning of Section
402(g)(3) of the Code) that may be made with respect to any individual, or under
other limited facts and circumstances that the Commissioner of the Treasury
finds justify the availability of the rules set forth in this Section 6.2, the
excess amounts shall not be deemed Annual Additions if they are treated in
accordance with any one or more or any combination of the following:

     (a)    return to the Participant that portion, or all, of his Voluntary
Participant Contributions (as adjusted for income and loss) as is necessary to
ensure compliance with Section 6.1;

     (b)    distribute to the Participant that portion, or all, of his Elective
Employer Contributions (as adjusted for income and loss) as is necessary to
ensure compliance with Section 6.1; and

     (c)    forfeiture of that portion, or all, of the Employer Matching
Contributions (as adjusted for income and loss) and any forfeitures of Employer
contributions that were allocated to the Participant's Account (as adjusted for
income and loss) as is necessary to ensure compliance with Section 6.1.

     (d)    forfeiture of that portion, or all, of the Discretionary Profit
Sharing Contributions

                                       22
<Page>

that were allocated to the Participant's Account (as adjusted for income and
loss) as is necessary to ensure compliance with Section 6.1.

     Any amounts distributed or returned to the Participant under (a) or (b)
above shall be disregarded for purposes of the Actual Deferral Percentage Test.

     Any amounts forfeited under this Section 6.2 shall be held in a suspense
account (separate from the Suspense Account established under Section 10.3) and
shall be applied, subject to Section 6.1, to reduce the next ensuing Employing
Company contribution. Such application shall be made prior to any Employing
Company contributions that would constitute Annual Additions. No income or
investment gains and losses shall be allocated to the suspense account provided
for under this Section 6.2. If any amount remains in a suspense account provided
for under this Section 6.2 upon termination of this Plan, such amount will
revert to the Employing Companies notwithstanding any other provision of this
Plan.

                                       23
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                                   ARTICLE VII
                           SUSPENSION OF CONTRIBUTIONS

     7.1    SUSPENSION OF CONTRIBUTIONS. A Participant may (on a prospective
basis) voluntarily suspend the Elective Employer Contributions made on his
behalf and his Voluntary Participant Contributions in accordance with the
procedures established by the Committee. Such suspension shall be effective as
soon as practicable after it is made. Whenever Elective Employer Contributions
made on a Participant's behalf and Voluntary Participant Contributions are
suspended, Employer Matching Contributions shall also be suspended.

     7.2    RESUMPTION OF CONTRIBUTIONS. A Participant may terminate
prospectively any suspension under Section 7.1 in accordance with the procedures
established by the Committee. Such resumption of contributions shall be
effective prospectively as soon as practicable after it is elected. There shall
be no make up of any contributions by a Participant or by an Employing Company
with respect to a period of suspension.

                                       24
<Page>

                                  ARTICLE VIII
                           INVESTMENT OF CONTRIBUTIONS

     8.1    INVESTMENT FUNDS. The Investment Funds shall be selected from time
to time by the Qualified Plans Investment Review Committee (the "Investment
Review Committee").

     8.2    INVESTMENT OF CONTRIBUTIONS. Each Participant shall direct, at the
time he elects to participate in the Plan and at such other times as may be
directed by the Investment Review Committee or pursuant to Section 8.5, that his
Elective Employer Contributions, Voluntary Participant Contributions,
Discretionary Profit Sharing Contributions and Employer Matching Contributions
be invested in one or more of the Investment Funds, provided such investments
are made in one-percent (1%) increments.

     8.3    INVESTMENT OF EARNINGS. Subject to Section 8.7, interest, dividends,
if any, and other distributions received by the Trustee with respect to an
Investment Fund shall be reinvested in such Investment Fund.

     8.4    TRANSFER OF ASSETS BETWEEN FUNDS. A Participant may direct in
accordance with the provisions of this Section 8.4 and such procedures
established by the Committee that all of his interest in an Investment Fund or
funds attributable to amounts in his Account or any portion of such amount
(expressed in number of shares, whole dollar amounts, or one-percent (1%)
increments) to the credit of his Account be transferred and invested by the
Trustee as of such date in any other Investment Fund as designated by the
Participant. Such direction shall be effective as soon as practicable after it
is made.

     8.5    CHANGE IN INVESTMENT DIRECTION. Any investment direction given by a
Participant shall continue in effect until changed by the Participant. A
Participant may change his investment direction as to the future contributions
and allocations to his Account in accordance with the procedures established by
the Committee, and such direction shall be effective as soon as practicable
after it is made.

     8.6    SECTION 404(c) PLAN. This Plan is intended to be a plan described in
ERISA Section 404(c) and shall be interpreted in accordance with Department of
Labor Regulations Section 1.404c-1, which is incorporated herein by this
reference. The Investment Review Committee shall take such actions as it deems
necessary or appropriate in its discretion to cause the Plan to comply with such
requirements, including, but not limited to, providing Participants with the
right to request and receive written confirmation of their investment
instructions.

     8.7    OTHER STOCK INVESTMENT FUNDS. In the event that the Committee in its
discretion allows a trust-to-trust transfer from the fund of a plan that is
primarily invested in the common stock of the employer maintaining the plan into
this Plan, the Trustee shall establish and maintain a separate Investment Fund
for such common stock on behalf of those Participants invested in common stock
prior to the transfer. These Participants may direct investments out of such
Investment Fund and into the other Investment Funds in accordance with the
procedures of this

                                       25
<Page>

Article VIII. However, no future investments may be made in such Investment Fund
and, should a Participant elect to reduce the portion of his Account that is
invested in such Investment Fund, he may not again reinvest additional assets in
such Investment Fund. Any interest, dividends, if any, and other distributions
received with respect to an Investment Fund established pursuant to this Section
8.7 shall be invested pursuant to the Participant's direction under Section 8.2
hereof.

     8.8    SOUTHERN STOCK FUND. All Southern Stock received by the Plan
pursuant to Section 8.7 of the Plan shall be held in a segregated fund (the
"Southern Stock Fund"). Participants may direct investments out of the Southern
Stock Fund and into the other Investment Funds in accordance with the procedures
of this Article VIII. However, Participants may not direct investments into the
Southern Stock Fund and, should a Participant elect to direct investments out of
the Southern Stock Fund, he may not again direct any amount attributable to such
investments back into the Southern Stock Fund. In no event shall the Southern
Stock Fund remain as an Investment Fund under the Plan later than the end of the
calendar quarter that includes the five-year anniversary of the date on which
Southern Stock was first held in the Southern Stock Fund. Any Southern Stock
that remains in the Southern Stock Fund on such date shall be reinvested as
determined by the Investment Review Committee.

                                       26
<Page>

                                   ARTICLE IX
               MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS

     9.1    ESTABLISHMENT OF ACCOUNTS. An Account shall be established for each
Participant. In addition, subaccounts shall be established for each Participant
to reflect all Elective Employer Contributions, Voluntary Participant
Contributions, Employer Matching Contributions, Discretionary Profit Sharing
Contributions and any Rollover Contributions (and the earnings and/or losses on
each subaccount). Each Participant will be furnished a statement of his Account
at least annually and upon any distribution.

     9.2    VALUATION OF INVESTMENT FUNDS. A Participant's Account in respect of
his interest in each Investment Fund shall be credited or charged, as the case
may be, as of each Valuation Date with the dividends, income, gains,
appreciation, losses, depreciation, forfeitures, expenses, and other
transactions with respect to such Investment Fund for the Valuation Date as of
which such credit or charge accrued. Such credits or charges to a Participant's
Account shall be made in such proportion and by such method or formula as shall
be deemed by the Committee to be necessary or appropriate to account for each
Participant's proportionate beneficial interest in the Trust Fund in respect of
his interest in each Investment Fund. Investments of each Investment Fund shall
be valued at their fair market values as of each Valuation Date as determined by
the Trustee, and such valuation shall conclusively establish such value.

     9.3    RIGHTS IN INVESTMENT FUNDS. Nothing contained in this Article IX
shall be deemed to give any Participant any interest in any specific property in
any Investment Fund or any interest, other than the right to receive payments or
distributions in accordance with the Plan.

                                       27
<Page>

                                    ARTICLE X
                                     VESTING

     10.1   FULL VESTING. Participants shall at all times be one-hundred percent
(100%) vested in all Elective Employer Contributions, Voluntary Participant
Contributions, Employer Matching Contributions and Rollover Contributions
credited to their Account.

     10.2   DISCRETIONARY PROFIT SHARING CONTRIBUTIONS. A Participant's
nonforfeitable percentages of Discretionary Profit Sharing Contributions (and
any earnings or losses thereon) shall be based on the Participant's total number
of Years of Service, computed without regard to any Years of Service completed
after the fifth (5th) consecutive One-Year Break in Service. Such percentages
shall be determined from Article XVII or a schedule attached hereto for his
collective bargaining unit.

     10.3   FORFEITURES. That portion of the Account to which the Participant is
not entitled shall be credited to the Suspense Account (which will always share
in earnings or losses of the Trust) and at such time as the amount becomes
available as a Forfeiture shall be applied to reduce the next ensuing Employing
Company contribution.

     10.4   BUY-BACK PROCEDURE. A terminated Participant who has voluntarily
elected to receive a distribution of the vested portion of his Account pursuant
to Section 12.5(a)(2) (or who receives a mandatory lump sum distribution
pursuant to Section 12.5(a)(1)) and who returns to the employ of an Employing
Company before incurring five (5) consecutive One-Year Breaks in Service shall
be permitted to repay the distributed amount to the Trust Fund and thereby be
entitled to a restoration of his entire Account under the Plan in an amount not
less than that amount determined as of the Valuation Date used to determine the
actual payment of the distribution, unadjusted by an subsequent gains or losses.
The Participant must repay the full amount distributed to him before the earlier
of (a) five (5) years from the first date on which the Participant is
subsequently reemployed by the Employer or (b) the close of a period of five (5)
consecutive One-Year Breaks in Service commencing after the withdrawal. The
permissible sources for restoration of accrued benefits are subsequent (a)
income or gain to the Plan; (b) Forfeitures; or (c) Employer contributions.
Restoration of accrued benefits to which an Employee is entitled under this
Section shall be made, as deemed necessary and proper by the Committee, from one
or more of the permissible sources named above prior to the normal allocation of
such funds under this Plan.

     10.5   DEEMED CASH-OUT AND DEEMED BUY-BACK. Any Participant who terminates
employment for any reason at a time when he is zero percent (0%) vested in his
Account shall be deemed cashed out of the Plan as of the last day of the month
immediately following the month in which occurs his termination of employment.
If the terminated Participant returns to the employ of an Employing Company
before incurring five (5) consecutive One-Year Breaks in Service, he shall be
entitled to a restoration of his benefits under the Plan in an amount not less
than that amount determined as of the last day of the month immediately
following the month in which occurs his termination of employment, unadjusted by
any subsequent gains or losses. The permissible sources for restoration of
accrued benefits are subsequent (a) income or gain to the Plan; (b) Forfeitures;
or

                                       28
<Page>

(c) Employing Company contributions. Restoration of accrued benefits to which an
Employee is entitled under this Section shall be made, as deemed necessary and
proper by the Committee, from one or more of the permissible sources named above
prior to the normal allocation of such funds under this Plan.

     10.6   VESTING AFTER ONE-YEAR BREAK IN SERVICE.

     (a)    A terminated Participant who is reemployed after incurring a
One-Year Break in Service shall be entitled to receive credit for vesting
purposes for Years of Service earned prior to the One-Year Break in Service
subject to the following rules:

            (1)  If he had a vested right to all or a portion of his Account
     balance derived from Employing Company contributions at the time of his
     termination of employment, he shall receive credit for Years of Service
     earned prior to his One-Year Break in Service upon his date of
     reemployment.

            (2)  If he did not have a vested right to all or any portion of his
     Account balance derived from Employing Company contributions at the time of
     his termination of employment, he shall receive credit for Years of Service
     earned prior to his One-Year Break in Service provided his number of
     consecutive One-Year Breaks in Service is less than the greater of five (5)
     or his aggregate Years of Service earned before his One-Year Break in
     Service.

     (b)    No Years of Service earned after five (5) consecutive One-Year
Breaks in Service shall be taken into account in determining a Participant's
nonforfeitable percentage in his Account balance attributable to Employing
Company contributions that were made prior to such five-year period.

     10.7   VESTING AT NORMAL RETIREMENT AGE. Notwithstanding Section 10.2, a
Participant shall become one hundred percent (100%) vested in his accrued
Account balance upon his attainment of Normal Retirement Age provided that he
has not separated from service with the Employing Company prior to such date.

     10.8   VESTING UPON DEATH. Notwithstanding Section 10.2, a Participant's
Account shall become one hundred percent (100%) vested upon his death if his
death occurs while he is an Employee.

                                       29
<Page>

                                   ARTICLE XI
                              WITHDRAWALS AND LOANS

     11.1   WITHDRAWALS BY PARTICIPANTS.

            (a)  Subject to the provisions of Article XII, this Section 11.1,
     and Sections 11.2 through 11.6, a Participant may make withdrawals from his
     vested Account effective as of any Valuation Date in the order of priority
     as such Participant shall elect, subject to the following conditions:

                 (1)   A Participant may only withdraw up to fifty percent (50%)
            of his Employer Matching Contributions subaccount; provided,
            however, that the Participant must have participated in the Plan for
            not less than sixty (60) months in order to make such a withdrawal.

                 (2)   Except in the case of hardship as provided in Section
            11.6, only a Participant who has attained age 59 1/2 or separated
            from service with the Affiliated Employers (within the meaning of
            Code Section 401(k)(2)(B)(i)(I)) may withdraw any amount from his
            Elective Employer Contributions subaccount.

                 (3)   A Participant may not withdraw any amounts from his
            Discretionary Profit Sharing Contributions subaccount.

            (b)  There shall be no limit on the number of withdrawals that may
     be made during a Plan Year.

     11.2   NOTICE OF WITHDRAWAL. Notice of withdrawal must be given by a
Participant in accordance with the procedures established by the Committee, and
if such withdrawal would constitute an eligible rollover distribution (within
the meaning of Code Section 402(c)(4)), the consent and notice requirements of
Section 12.10 must be satisfied. Payment of a withdrawal shall be made as soon
as practicable and in accordance with Section 12.10, if applicable.

     11.3   FORM OF WITHDRAWAL. All distributions under this Article XI shall be
made in the form of cash, provided that with respect to any distribution that is
attributable to Southern Stock or Pepco common stock, the Participant shall have
the right to demand that such portion of the distribution be made in the form of
Southern Stock or Pepco common stock, as applicable, to the extent of the whole
number of shares of Southern Stock or Pepco common stock, as applicable, in his
Account. Such demand must be made in accordance with the procedures established
by the Committee.

     11.4   MINIMUM WITHDRAWAL. No distribution under this Article XI shall be
permitted in an amount which has a value of less than $300, unless the value of
the amount available under the selected option is less than $300, in which case
such available amount will be distributed.

                                       30
<Page>

     11.5   SOURCE OF WITHDRAWAL. Withdrawals shall be made pro rata by order of
Investment Fund. The value of the amount to be withdrawn under Section 11.1
shall be determined as soon as practicable in accordance with the procedures
established by the Committee.

     11.6   REQUIREMENT OF HARDSHIP.

            (a)  Except as provided in (e) below and in addition to the other
     requirements of Article XI, a Participant may make a withdrawal from his
     Account attributable to Elective Employer Contributions (not including the
     earnings or appreciation thereon) if the Committee determines that the
     withdrawal is to be made on account of an immediate and heavy financial
     need of the Participant, the amount of the withdrawal does not exceed such
     financial need, and the amount of the withdrawal is not reasonably
     available from other resources of the Participant.

            (b)  For purposes of this Section 11.6, the following shall be
     deemed to be immediate and heavy financial needs:

                 (1)   Medical expenses described in Section 213(d) of the Code,
            including but not limited to, expenses for:

                       (i)    The diagnosis, cure, mitigation, treatment, or
                 prevention of disease, or for the purpose of affecting any
                 structure or function of the body;

                       (ii)   transportation primarily for and essential to such
                 expenses referred to in (i) above; or

                       (iii)  insurance (including amounts paid as premiums
                 under part B of Title XVIII of the Social Security Act)
                 relating to medical expenses referred to in (i) or (ii) above,
                 provided such expenses are incurred by the Participant, the
                 Participant's spouse or any person whom the Participant may
                 properly claim as a dependent on his federal income tax return
                 or are necessary for such persons to obtain the medical care
                 described above; or

                 (2)   Purchase (excluding mortgage payments) of a principal
            residence for the Participant; or

                 (3)   Payment of tuition, related education fees, and room and
            board expenses, for the next twelve (12) months of post-secondary
            education for the Participant, the Participant's spouse, child or
            children, or any person the Participant may properly claim as a
            dependent on his federal income tax return; or

                 (4)   The need to prevent eviction of the Participant from his
            principal residence or foreclosure on the mortgage of the
            Participant's principal residence; or

                                       31
<Page>

                 (5)   Any other need which the Commissioner of the Internal
            Revenue Service, through the publication of revenue rulings,
            notices, or other documents of general applicability, deems to be
            immediate and heavy.

            (c)  For purposes of this Section 11.6, a withdrawal shall be deemed
     necessary to satisfy an immediate and heavy financial need if:

                 (1)   The distribution is not in excess of the amount of the
            immediate and heavy financial need of the Participant, including any
            amounts necessary to pay any federal, state, or local income taxes
            or penalties reasonably anticipated to result from the distribution;

                 (2)   The Participant has obtained all distributions and all
            nontaxable loans currently available to him under all plans
            maintained by an Affiliated Employer; and

                 (3)   The Participant agrees to suspend all elective employer
            contributions and voluntary participant contributions to all plans
            of an Affiliated Employer for at least six (6) months after receipt
            of the distribution under this Section 11.6.

            (d)  When all suspensions pursuant to this Section 11.6 are ended,
     Elective Employer Contributions and/or Voluntary Participant Contributions
     may be resumed by the Participant (if the Participant is then eligible and
     elects to resume such contributions) beginning with the Participant's first
     payroll period commencing after all suspensions are ended, and Employer
     Matching Contributions by his Employing Company also shall be resumed.
     There shall be no make up of any contributions by a Participant or by an
     Employing Company with respect to a period of suspension.

            (e)  Notwithstanding (a) above, if a Participant has attained age
     59 1/2 or separated from service with the Affiliated Employers (within the
     meaning of Code Section 401(k)(2)(B)(i)(I)), he shall be permitted to make
     a withdrawal pursuant to Section 11.1(a)(2), even if such withdrawal is not
     on account of hardship.

     11.7   LOANS TO PARTICIPANTS.

            (a)  The Committee may, in its sole discretion, direct the Trustee
     to make a loan or loans from the Trust Fund to any Participant (other than
     a Participant with an existing Plan loan in arrears) (1) who is an Employee
     on the active payroll of an Employing Company, (2) who is receiving
     long-term disability payments under a plan maintained by his Employing
     Company, (3) who is on a leave of absence authorized by his Employing
     Company, or (4) who is a party in interest as defined in Section 3(14) of
     ERISA. All loan applications shall be made in accordance with the
     procedures established by the Committee, which shall form a part of this
     Plan. Such procedures shall establish the terms and

                                       32
<Page>

     conditions of loans under the Plan, including the events constituting
     default, and shall be consistent with the provisions of this Section 11.7.

            (b)  The total amount of all loans outstanding to any one
     Participant under all qualified plans maintained by an Affiliated Employer
     shall not exceed the lesser of (1) $50,000, reduced by the excess of the
     highest outstanding balance of loans from all qualified plans maintained by
     an Affiliated Employer during the twelve-month period ending on the day
     before a loan is made, over the outstanding balance of any loans to the
     Participant from all qualified plans maintained by an Affiliated Employer
     on the date the loan is made, or (2) fifty percent (50%) of such
     Participant's Account (excluding the value of such Participant's
     Discretionary Profit Sharing Contributions subaccount) as of the Valuation
     Date coinciding with or next following the date the loan application is
     made. The minimum amount of any loan shall not equal less than $1,000.

            (c)  The order of priority of Investment Fund(s) from which the
     principal amount of the loan shall be obtained shall be pro rata, provided,
     however, no funds attributable to a Participant's Discretionary Profit
     Sharing Contributions subaccount shall be available for loans.

            (d)  The Committee shall adopt and follow uniform and
     nondiscriminatory procedures in making loans under this Plan to make
     certain that such loans (1) are available to all Participants on a
     reasonably equivalent basis, (2) are not made available to Highly
     Compensated Employees, officers, or shareholders in an amount greater than
     the amount made available to other Participants, (3) bear a reasonable rate
     of interest, and (4) are adequately secured. The repayment of such loans by
     any Participant who is an Employee on the active payroll of an Employing
     Company shall be made through payroll deduction. Any loan repayment shall
     extend for a period, not to exceed five (5) years, expressed in any number
     of whole months (including the month the loan is made). The term of any
     loan may be for a period certain of more than five (5) years, but not to
     exceed fifteen (15) years, only if the proceeds of such loan are used to
     acquire any dwelling used or, within a reasonable period of time, to be
     used as the principal residence of the Participant.

            (e)  The Committee shall direct the Trustee to obtain from the
     Participant such note and adequate security as it may require. All loans
     made pursuant to this Section 11.7 shall be secured by the Participant's
     Account, and no other types of collateral may be used to secure a loan from
     the Plan. Notwithstanding the provisions of Section 16.2, if a Participant
     defaults on a loan under the Plan or if the Participant's employment
     terminates prior to full repayment thereof, in addition to any other remedy
     provided in the loan instruments or by law, the Committee may direct the
     Trustee to charge against that portion of the Participant's Account which
     secures the loan the amount required to fully repay the loan. Under no
     circumstances, however, shall any unpaid loan be charged against a
     Participant's Account until permitted by applicable law. This Section
     authorizes only the making of bona fide loans and not distributions, and
     before resort is made against a Participant's Account for his failure to
     repay any loan, such other reasonable efforts to

                                       33
<Page>

     collect the same shall be made by the Committee as it deems reasonable and
     practical under the circumstances.

            (f)  No distribution shall be made to any Participant unless and
     until all unpaid loans to such Participant have either been paid in full or
     deducted from the Participant's Account.

            (g)  All loans made under this Section 11.7 shall be considered
     earmarked investments of the Participant's Account, and any repayment of
     principal and interest shall be reinvested in accordance with the
     Participant's investment direction in effect on the date of such repayment
     pursuant to Article VIII of the Plan.

                                       34
<Page>

                                   ARTICLE XII
                          DISTRIBUTION TO PARTICIPANTS

     12.1   DISTRIBUTION UPON RETIREMENT.

            (a)  If a Participant's employment with the Affiliated Employers is
     terminated as a result of his retirement on or after his Early Retirement
     Date or his Normal Retirement Date, in addition to the withdrawal options
     under Section 11.1, the entire balance credited to his Account shall be
     payable to him in a single lump sum distribution at such time requested by
     the Participant pursuant to Section 12.6 and in accordance with the
     procedures established by the Committee. The distribution shall commence as
     soon as practicable after the Valuation Date selected by the Participant.

            (b)  Notwithstanding a Participant's election to defer the receipt
     of the benefits under (a) above, the Committee shall direct payment in a
     single lump sum to such Participant if the balance of his Account does not
     exceed $5,000 in accordance with the requirements of Code Section
     411(a)(11). The Committee shall not cash-out any Participant whose Account
     balance exceeds $5,000 without the written consent of the Participant.

     12.2   DISTRIBUTION UPON DISABILITY. If a Participant's employment with the
Affiliated Employers is terminated prior to his Normal Retirement Date by reason
of his total and permanent disability, as determined by the Social Security
Administration and evidenced in a writing provided to the Committee, such
disabled Participant, in addition to the withdrawal options under Section 11.1,
shall be entitled to receive the entire vested value credited to his Account at
such time as requested by the Participant or such legal representative pursuant
to Section 12.6 and in accordance with the procedures established by the
Committee. Any distribution pursuant to this Section 12.2 shall be made in a
single lump sum as soon as practicable after the selected Valuation Date.

     Notwithstanding the foregoing, the Committee shall direct payment in a
single lump sum to such Participant or his legal representative if the balance
of such Participant's Account does not exceed $5,000 in accordance with the
requirements of Code Section 411(a)(11).

     12.3   DISTRIBUTION UPON DEATH. If a Participant's employment with the
Affiliated Employers is terminated by reason of death, the entire balance
credited to the Participant's Account shall be distributed as soon as
practicable to the Participant's surviving Beneficiary or Beneficiaries in a
lump sum.

     12.4   DESIGNATION OF BENEFICIARY. A Participant may designate a
Beneficiary or Beneficiaries (who may be designated contingently) to receive all
or part of the amount credited to his Account in case of his death before his
receipt of all of his benefits under the Plan, provided that the Beneficiary of
a married Participant shall be the Participant's Surviving Spouse, unless such
Surviving Spouse shall consent in a writing witnessed by a notary public, which
writing acknowledges the effect of the Participant's designation of a
Beneficiary other than such Surviving

                                       35
<Page>

Spouse. However, if such Participant establishes to the satisfaction of the
Committee that such written consent may not be obtained because the Surviving
Spouse cannot be located or because of such other circumstances as the Secretary
of the Treasury may by regulations prescribe, a designation by such Participant
without the consent of the Surviving Spouse shall be valid.

     Any consent necessary under this Section 12.4 shall be valid and effective
only with respect to the Surviving Spouse who signs the consent or, in the event
of a deemed consent, only with respect to a designated Surviving Spouse.

     A Participant may revoke a designation of Beneficiary at any time before
the commencement of the distribution of benefits. Such a revocation will not
require the consent of any Beneficiary or of the Participant's Surviving Spouse.
A Beneficiary designation or change or revocation of a Beneficiary designation
shall be made in accordance with the procedures established by the Committee.
Notwithstanding the foregoing, if a divorced Participant wishes to retain his
former spouse as his designated Beneficiary, such Participant must re-designate
the former spouse as designated Beneficiary subsequent to the date of the
applicable divorce decree.

     If no designated Beneficiary shall be living at the death of the
Participant and/or such Participant's Beneficiary designation is not valid and
enforceable under applicable law or the procedures of the Committee, such
Participant's Beneficiary or Beneficiaries shall be the person or persons in the
first of the following classes of successive preference, if then living:

            (a)  the Participant's spouse on the date of his death,

            (b)  the Participant's children, equally,

            (c)  the Participant's parents, equally,

            (d)  the Participant's brothers and sisters, equally, or

            (e)  the Participant's estate.

Payment to such one or more persons shall completely discharge the Plan and the
Trustee with respect to the amount so paid.

     12.5   DISTRIBUTION UPON TERMINATION OF EMPLOYMENT.

            (a)  If a Participant's employment with the Affiliated Employers is
     terminated for any reason other than in accordance with Sections 12.1,
     12.2, and 12.3, the vested balance to the credit of the Participant's
     Account shall be payable in a single lump sum. Such lump sum distribution
     shall be made as soon as practicable after the Participant's termination of
     employment, provided that one of the following conditions is met:

                 (1)   the Participant's vested Account balance does not exceed
            $5,000 in accordance with Code Section 411(a)(11), or

                                       36
<Page>

                 (2)   in accordance with Section 12.10, the Participant elects
            to receive a distribution of his vested Account balance.

            (b)  A Participant who does not receive a distribution under Section
     12.5(a)(1) may elect to defer the commencement of the distribution of his
     Account following the termination of his employment until a later Valuation
     Date, provided that such distribution shall commence not later than the
     date required under Section 12.6 of the Plan. In addition to the withdrawal
     options under Section 11.1, any deferred distribution shall commence as
     soon as practicable after the Valuation Date selected by the Participant.

     12.6   COMMENCEMENT OF BENEFITS.

            (a)  Notwithstanding any other provision of the Plan, and except as
     further provided in Section 12.6(b) below, if the Participant does not
     elect to defer commencement of his benefit payments, the payment of his
     benefits shall begin at the Participant's election no later than the
     sixtieth (60th) day after the close of the Plan Year in which the latest of
     the following events occurs:

                 (1)   the Participant reaches age sixty-five (65),

                 (2)   the Participant's tenth (10th) anniversary of
            participation under the Plan, or

                 (3)   the Participant's termination of employment with the
            Affiliated Employers.

            (b)  In no event shall the distribution of amounts in a
     Participant's Account commence later than the April 1st of the calendar
     year following the later of the calendar year in which the Participant
     attains age 70 1/2 or terminates employment with the Affiliated Employers,
     in accordance with regulations prescribed by the Secretary of the Treasury.
     Notwithstanding the foregoing, the payment of benefits to a Participant who
     is a five percent (5%) owner of Mirant Corporation or an Affiliated
     Employer (as determined pursuant to Code Section 416) with respect to the
     Plan Year ending in the calendar year in which the Participant attains age
     70 1/2 shall begin not later than April 1st, of the calendar year following
     the calendar year in which the Participant attains age 70 1/2 regardless of
     the Participant's termination from employment.

            Any distribution made under this Plan shall be made in accordance
     with the minimum distribution requirements of Code Section 401(a)(9),
     including the incidental death benefits requirements under Code Section
     401(a)(9)(G) and the Treasury Regulations thereunder. Notwithstanding the
     preceding and any Plan provision to the contrary, with respect to
     distributions under the Plan made in calendar years beginning on or after
     January 1, 2002, the Plan will apply the minimum distribution requirements
     of Section 401(a)(9) of the Internal Revenue Code in accordance with the
     regulations under

                                       37
<Page>

     Section 401(a)(9) that were proposed in January of 2001. This provision
     shall continue in effect until the end of the last calendar year beginning
     before the effective date of final regulations under Section 401(a)(9) or
     such other date specified in guidance published by the Internal Revenue
     Service. Following issuance of the final regulations, the provisions of the
     final regulations shall apply immediately following the date that the
     proposed regulations cease to apply.

     12.7   TRANSFER BETWEEN EMPLOYING COMPANIES. A transfer by a Participant
from one Employing Company to another Employing Company shall not affect his
participation in the Plan. A transfer by a Participant from an Employing Company
to an Affiliated Employer that is not an Employing Company shall not be deemed
to be a termination of employment with an Employing Company.

     12.8   DISTRIBUTIONS TO ALTERNATE PAYEES. If the Participant's Account
under the Plan shall become subject to any domestic relations order which (a) is
a qualified domestic relations order satisfying the requirements of Section
414(p) of the Code and (b) requires the immediate distribution in a single lump
sum of the entire portion of the Participant's Account required to be segregated
for the benefit of an alternate payee, then the entire interest of such
alternate payee shall be distributed in a single lump sum within ninety (90)
days following the Employing Company's notification to the Participant and the
alternate payee that the domestic relations order is qualified under Section
414(p) of the Code, or as soon as practicable thereafter. Such distribution to
an alternate payee shall be made even if the Participant has not separated from
the service of the Affiliated Employers. Any other distribution pursuant to a
qualified domestic relations order shall not be made earlier than the
Participant's termination of service, or his attainment of age fifty (50), if
earlier, and shall not commence later than the date the Participant's (or his
Beneficiary's) benefit payments otherwise commence. Such distribution to an
alternate payee shall be made only in a manner permitted under Articles XI or
XII of the Plan and only to the extent the Participant would be eligible for
such distribution option.

     12.9   REQUIREMENT FOR DIRECT ROLLOVERS. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a Distributee's election
under this Article XII, a Distributee may elect, at the time and in the manner
prescribed by the Committee, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover.

     12.10  CONSENT AND NOTICE REQUIREMENTS. If the value of the vested portion
of a Participant's Account derived from Employing Company and Employee
contributions exceeds $5,000 determined in accordance with the requirements of
Code Section 411(a)(11), the Participant must consent to any distribution of
such vested account balance prior to his Normal Retirement Date. The consent of
the Participant shall be obtained in writing within the ninety-day period ending
on the first day of the first period for which an amount is payable under this
Plan.

     The Committee or its delegate shall notify the Participant of the right to
defer any distribution until the Participant's Account balance is no longer
immediately distributable. Such notification shall include a general description
of the material features and an explanation of the

                                       38
<Page>

relative values of the optional forms of benefit available under the Plan in a
manner that would satisfy the notice requirements of Code Section 417(a)(3);
such notification shall be provided no less than 30 days and no more than 90
days prior to the distribution date.

     Distributions may commence less than 30 days after the notice required
under Section 1.411(a)-11(c) of the Treasury Regulations is given, provided
that:

            (a)  the Committee informs the Participant that the Participant has
     a right to a period of at least 30 days after receiving the notice to
     consider the decision of whether or not to elect a distribution and a
     particular distribution option, and

            (b)  the Participant, after receiving the notice, affirmatively
     elects a distribution.

     12.11  FORM OF PAYMENT. All distributions under this Article XII shall be
made in the form of cash, provided that the person entitled to such distribution
may demand that the portion of any distribution that is attributable to Southern
Stock or Pepco common stock be distributed in the form of such Southern Stock or
Pepco common stock, as applicable, to the extent of the whole number of shares
in the Participant's Account, with a cash adjustment for any fractional shares.

     12.12  PARTIAL DISTRIBUTION UPON TERMINATION OF EMPLOYMENT. If a
Participant's employment with the Affiliated Employers is terminated and such
Participant is deemed not to have separated from service within the meaning of
Code Section 401(k)(2)(B)(i)(I), such Participant, in addition to the withdrawal
options available under Article XI, shall be entitled to elect a lump sum
distribution of the entire balance to the credit of his Account less the amount
credited to his Elective Employer Contribution subaccount. The amounts credited
to his Elective Employer Contribution subaccount may be distributed in a lump
sum distribution at such time permitted pursuant to Code Section 401(k)(2)(B)(i)
and Section 4.4(c) hereof. Such lump sum distributions shall otherwise be
subject to this Article XII.

                                       39
<Page>

                                  ARTICLE XIII
                           ADMINISTRATION OF THE PLAN

     13.1   MEMBERSHIP OF COMMITTEE. The Plan shall be administered by the
Americas Benefits Committee, which shall consist of such individuals as may be
appointed from time to time by the Board of Managers or its delegate. The
Committee may select a Secretary (who may, but need not, be a member of the
Committee) to keep its records or to assist it in the discharge of its duties.

     13.2   ACCEPTANCE AND RESIGNATION. Any person appointed to be a member of
the Committee shall signify his acceptance in writing to the Chairman of the
Committee. Any member of the Committee may resign by delivering his written
resignation to the Committee and such resignation shall become effective upon
delivery or upon any later date specified therein.

     13.3   TRANSACTION OF BUSINESS. A majority of the members of the Committee
at the time in office shall constitute a quorum for the transaction of business
at any meeting. Any determination or action of the Committee may be made or
taken by a majority of the members present at any meeting thereof or without a
meeting by a resolution or written memorandum concurred in by a majority of the
members then in office.

     13.4   RESPONSIBILITIES IN GENERAL. The Committee shall administer the Plan
and shall have the discretionary authority, power, and the duty to take all
actions and to make all decisions necessary or proper to carry out the Plan and
to control and manage the operation and administration of the Plan. The
Committee shall have the discretion to interpret the Plan, including any
ambiguities herein, and to determine the eligibility for benefits under the Plan
in its sole discretion. The determination of the Committee as to any question
involving the general administration and interpretation of the Plan shall be
final, conclusive, and binding on all persons, except as otherwise provided
herein or by law, and may be relied upon by the Company, all Employing
Companies, the Trustee, the Participants, and their Beneficiaries. Any
discretionary actions to be taken under the Plan by the Committee with respect
to Employees and Participants or with respect to benefits shall be uniform in
their nature and applicable to all persons similarly situated.

     13.5   COMMITTEE AS NAMED FIDUCIARY. For the purpose of compliance with the
provisions of ERISA, the Committee shall be deemed the administrator of the Plan
as the term "administrator" is defined in ERISA, and the Committee shall be,
with respect to the Plan, a named fiduciary as that term is defined in ERISA.
For the purpose of carrying out its duties, the Committee may, in its
discretion, allocate its responsibilities under the Plan among its members and
may, in its discretion, designate persons (in writing or otherwise) other than
members of the Committee to carry out such responsibilities of the Committee
under the Plan as it may see fit.

     13.6   RULES FOR PLAN ADMINISTRATION. The Committee may make and enforce
rules and regulations for the administration of the Plan consistent with the
provisions thereof and may

                                       40
<Page>

prescribe the use of such forms or procedures as it shall deem appropriate for
the administration of the Plan.

     13.7   EMPLOYMENT OF AGENTS. The Committee may employ independent qualified
public accountants, as such term is defined in ERISA, who may be accountants to
the Company and any Affiliated Employer, legal counsel who may be counsel to the
Company and any Affiliated Employer, other specialists, and other persons as the
Committee deems necessary or desirable in connection with the administration of
the Plan. The Committee and any person to whom it may delegate any duty or power
in connection with the administration of the Plan, the Company and the officers
and directors thereof shall be entitled to rely conclusively upon and shall be
fully protected in any action omitted, taken, or suffered by them in good faith
in reliance upon any independent qualified public accountant, counsel, or other
specialist, or other person selected by the Committee, or in reliance upon any
tables, evaluations, certificates, opinions, or reports which shall be furnished
by any of them or by the Trustee.

     13.8   CO-FIDUCIARIES. It is intended that to the maximum extent permitted
by ERISA, each person who is a fiduciary (as that term is defined in ERISA) with
respect to the Plan shall be responsible for the proper exercise of his own
powers, duties, responsibilities, and obligations under the Plan and the Trust,
as shall each person designated by any fiduciary to carry out any fiduciary
responsibilities with respect to the Plan or the Trust. No fiduciary or other
person to whom fiduciary responsibilities are allocated shall be liable for any
act or omission of any other fiduciary or of any other person delegated to carry
out any fiduciary or other responsibility under the Plan or the Trust.

     13.9   GENERAL RECORDS. The Committee shall maintain or cause to be
maintained an Account (and any separate subaccount) which accurately reflects
the interest of each Participant, as provided for in Section 9.1, and shall
maintain or cause to be maintained all necessary books of account and records
with respect to the administration of the Plan. The Committee shall mail or
cause to be mailed to Participants reports to be furnished to Participants in
accordance with the Plan or as may be required by ERISA. Any notices, reports,
or statements to be given, furnished, made, or delivered to a Participant shall
be deemed duly given, furnished, made, or delivered when addressed to the
Participant and delivered to the Participant in person or mailed by ordinary
mail to his address last communicated to the Committee (or its delegate) or to
his Employing Company.

     13.10  LIABILITY OF THE COMMITTEE. In administering the Plan, except as may
be prohibited by ERISA, neither the Committee nor any person to whom it may
delegate any duty or power in connection with administering the Plan shall be
liable for any action or failure to act except for its or his own gross
negligence or willful misconduct; nor for the payment of any amount under the
Plan; nor for any mistake of judgment made by him or on his behalf as a member
of the Committee; nor for any action, failure to act, or loss unless resulting
from his own gross negligence or willful misconduct; nor for the neglect,
omission, or wrongdoing of any other member of the Committee. No member of the
Committee shall be personally liable under any contract, agreement, bond, or
other instrument made or executed by him or on his behalf as a member of the
Committee.

                                       41
<Page>

     13.11  REIMBURSEMENT OF EXPENSES AND COMPENSATION OF COMMITTEE. Members of
the Committee shall be reimbursed by the Company for expenses they may
individually or collectively incur in the performance of their duties. Each
member of the Committee who is a full-time employee of the Company or of any
Employing Company shall serve without compensation for his services as such
member; each other member of the Committee shall receive such compensation, if
any, for his services as the Board of Directors may fix from time to time.

     13.12  EXPENSES OF PLAN AND TRUST FUND. The expenses of establishment and
administration of the Plan and the Trust Fund, including all fees of the
Trustee, auditors, and counsel, shall be paid by the Company or the Employing
Companies. Notwithstanding the foregoing, to the extent provided in the Trust
Agreement, certain administrative expenses may be paid from the Trust Fund
either directly or through reimbursement of the Company or the Employing
Companies. Any expenses directly related to the investments of the Trust Fund,
such as stock transfer taxes, brokerage commissions, or other charges incurred
in the acquisition or disposition of such investments, shall be paid from the
Trust Fund (or from the particular Investment Fund to which such fees or
expenses relate) and shall be deemed to be part of the cost of such securities
or deducted in computing the proceeds therefrom, as the case may be. Investment
management fees for the Investment Funds shall be paid from the particular
Investment Fund to which they relate either directly or through reimbursement of
the Company or the Employing Companies unless the Company or the Employing
Companies do not elect to receive reimbursement for payment of such expenses.
Taxes, if any, on any assets held or income received by the Trustee and transfer
taxes on the transfer of any common stock from the Trustee to a Participant or
his Beneficiary shall be charged appropriately against the Accounts of
Participants as the Committee shall determine. Any expenses paid by the Company
pursuant to Section 13.11 and this section shall be subject to reimbursement by
other Employing Companies of their proportionate shares of such expenses as
determined by the Committee.

     13.13  RESPONSIBILITY FOR FUNDING POLICY. The Investment Review Committee
shall have responsibility for providing a procedure for establishing and
carrying out a funding policy and method for the Plan consistent with the
objectives of the Plan and the requirements of Title I of ERISA.

     13.14  MANAGEMENT OF ASSETS. The Investment Review Committee shall not have
responsibility with respect to control or management of the assets of the Plan.
The Trustee shall have the sole responsibility for the administration of the
assets of the Plan as provided in the Trust Agreement, except to the extent that
an investment advisor (who qualifies as an Investment Manager as that term is
defined in ERISA) who may be appointed by the Investment Review Committee shall
have responsibility for the management of the assets of the Plan, or some part
thereof (including power to acquire and dispose of the assets of the Plan, or
some part thereof).

     13.15  NOTICE AND CLAIMS PROCEDURES. Consistent with the requirements of
ERISA and the regulations thereunder of the Secretary of Labor from time to time
in effect, the Committee shall:

            (a)  provide adequate notice in writing to any Participant or
     Beneficiary whose claim for benefits under the Plan has been denied,
     setting forth specific reasons for such

                                       42
<Page>

     denial, written in a manner calculated to be understood by such Participant
     or Beneficiary; and

            (b)  afford a reasonable opportunity to any Participant or
     Beneficiary whose claim for benefits has been denied for a full and fair
     review of the decision denying the claim.

     13.16  BONDING. Unless otherwise determined by the Board of Managers or
required by law, no member of the Committee shall be required to give any bond
or other security in any jurisdiction.

     13.17  MULTIPLE FIDUCIARY CAPACITIES. Any person or group of persons may
serve in more than one fiduciary capacity with respect to the Plan, and any
fiduciary with respect to the Plan may serve as a fiduciary with respect to the
Plan in addition to being an officer, employee, agent, or other representative
of a party in interest, as that term is defined in ERISA.

     13.18  CHANGE IN ADMINISTRATIVE PROCEDURES. Notwithstanding any provision
in the Plan to the contrary, the Committee shall be authorized to take whatever
actions it deems necessary or appropriate in its discretion to implement
administrative procedures, including, but not limited to, suspending plan
participation (to the extent permitted by applicable law), and suspending
changes in investment directions and fund transfers, even though otherwise
permitted or required under the Plan.

     13.19  LIABILITY OF THE INVESTMENT REVIEW COMMITTEE. In performing its
responsibilities under the Plan, except as may be prohibited by ERISA, neither
the Investment Review Committee nor any person to whom the Investment Review
Committee may delegate any duty or power in connection with its responsibilities
under the Plan shall be liable for any action or failure to act except for its
or his own gross negligence or willful misconduct; nor for the payment of any
amount under the Plan; nor for any mistake of judgment made by him or on his
behalf as a member of the Investment Review Committee; nor for any action,
failure to act, or loss unless resulting from his own gross negligence or
willful misconduct; nor for the neglect, omission, or wrongdoing of any other
member of the Investment Review Committee. No member of the Investment Review
Committee shall be personally liable under any contract, agreement, bond, or
other instrument made or executed by him or on his behalf as a member of the
Investment Review Committee.

                                       43
<Page>

                                   ARTICLE XIV
                               TRUSTEE OF THE PLAN

     14.1   TRUSTEE. The Company has entered into a Trust Agreement with the
Trustee to hold the funds necessary to provide the benefits set forth in the
Plan. If the Board of Directors so determines, the Company may enter into a
Trust Agreement or Trust Agreements with additional trustees. Any Trust
Agreement may be amended by the Company from time to time in accordance with its
terms. Any Trust Agreement shall provide, among other things, that all funds
received by the Trustee thereunder will be held, administered, invested, and
distributed by the Trustee, and that no part of the corpus or income of the
Trust held by the Trustee shall be used for or diverted to purposes other than
for the exclusive benefit of Participants or their Beneficiaries, except as
otherwise provided in the Plan. Any Trust Agreement may also provide that the
investment and reinvestment of the Trust Fund, or any part thereof may be
carried out in accordance with directions given to the Trustee by an Investment
Manager or Investment Managers (as that term is defined in ERISA) who may be
appointed by the Committee. The Board of Managers may remove any Trustee or any
successor Trustee, and any Trustee or any successor Trustee may resign. Upon
removal or resignation of a Trustee, the Board of Managers shall appoint a
successor Trustee.

     14.2   VOTING OF OTHER INVESTMENT FUND SHARES. The voting of the shares in
any Investment Fund shall be determined pursuant to Section 5 of the Trust
Agreement. In the event certain shares in any Investment Fund are not addressed
in Section 5 of the Trust Agreement, the Committee or its delegate shall direct
the Trustee how to vote such shares.

     14.3   UNINVESTED AMOUNTS. The Trustee may keep uninvested an amount of
cash sufficient in its opinion to enable it to carry out the purposes of the
Plan.

     14.4   INDEPENDENT ACCOUNTING. The Board of Managers shall select a firm of
independent public accountants to examine and report annually on the financial
position and the results of operation of the Trust forming a part of the Plan.

                                       44
<Page>

                                   ARTICLE XV
                      AMENDMENT AND TERMINATION OF THE PLAN

     15.1   AMENDMENT OF THE PLAN. The Plan may be amended or modified by the
Board of Managers pursuant to its written resolutions at any time and from time
to time; provided, however, that no such amendment or modification shall make it
possible for any part of the corpus or income of the Trust Fund to be used for
or diverted to purposes other than for the exclusive benefit of Participants or
their Beneficiaries under the Plan, including such part as is required to pay
taxes and administration expenses of the Plan. The Plan may also be amended or
modified by the Committee (a) if such amendment or modification does not involve
a substantial increase in cost to any Employing Company, or (b) as may be
necessary, proper, or desirable in order to comply with laws or regulations
enacted or promulgated by any federal or state governmental authority and to
maintain the qualification of the Plan under Sections 401(a) and 501(a) of the
Code and the applicable provisions of ERISA, as provided in regulations
prescribed by the Secretary of Treasury.

     No amendment to the Plan shall have the effect of decreasing a
Participant's vested interest in his Account, determined without regard to such
amendment, as of the later of the date such amendment is adopted or the date it
becomes effective. In addition, if the vesting schedule of the Plan is amended,
any Participant who has completed at least three (3) Years of Service and whose
vested interest is at any time adversely affected by such amendment may elect to
have his vested interest determined without regard to such amendment during the
election period defined under Section 411(a)(10) of the Code. Finally, no
amendment shall eliminate an optional form of benefit in violation of Code
Section 411(d)(6).

     15.2   TERMINATION OF THE PLAN. It is the intention of the Employing
Companies to continue the Plan indefinitely. However, the Board of Managers
pursuant to its written resolutions may at any time and for any reason suspend
or terminate the Plan or suspend or discontinue the making of contributions of
all Participants and of contributions by all Employing Companies. Any Employing
Company may, by action of its board of directors and approval of the Board of
Managers, suspend or terminate the making of contributions of Participants in
the employ of such Employing Company and of contributions by such Employing
Company.

     In the event of termination of the Plan or partial termination or upon
complete discontinuance of contributions under the Plan by all Employing
Companies or by any one Employing Company, the amount to the credit of the
Account of each Participant whose Employing Company shall be affected by such
termination or discontinuance shall be determined as of the next Valuation Date
and shall be distributed to him or his Beneficiary thereafter at such time or
times and in such nondiscriminatory manner as is determined by the Committee in
compliance with the restrictions on distributions as set forth in Code Section
401(k).

                                       45
<Page>

     15.3   MERGER OR CONSOLIDATION OF THE PLAN. The Plan shall not be merged or
consolidated with nor shall any assets or liabilities thereof be transferred to
any other plan unless each Participant of the Plan would (if the Plan then
terminated) receive a benefit immediately after the merger, consolidation, or
transfer that is equal to or greater than the benefit he would have been
entitled to receive immediately prior to the merger, consolidation, or transfer
(if the Plan had then terminated).

                                       46
<Page>

                                   ARTICLE XVI
                               GENERAL PROVISIONS

     16.1   PLAN NOT AN EMPLOYMENT CONTRACT. The Plan shall not be deemed to
constitute a contract between an Affiliated Employer and any Employee, nor shall
anything herein contained be deemed to give any Employee any right to be
retained in the employ of an Employing Company or to interfere with the right of
an Employing Company to discharge any Employee at any time and to treat him
without regard to the effect which such treatment might have upon him as a
Participant.

     16.2   NO RIGHT OF ASSIGNMENT OR ALIENATION. Except as may be otherwise
permitted or required by law, no right or interest in the Plan of any
Participant or Beneficiary and no distribution or payment under the Plan to any
Participant or Beneficiary shall be subject in any manner to anticipation,
alienation, sale, transfer (except by death), assignment (either at law or in
equity), pledge, encumbrance, charge, attachment, garnishment, levy, execution,
or other legal or equitable process, whether voluntary or involuntary, and any
attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge, attach, garnish, levy, or execute or enforce any other legal or
equitable process against the same shall be void, nor shall any such right,
interest, distribution, or payment be in any way liable for or subject to the
debts, contracts, liabilities, engagements, or torts of any person entitled to
such right, interest, distribution, or payment. If any Participant or
Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge any such right, interest,
distribution, or payment, voluntarily or involuntarily, or if any action shall
be taken that is in violation of the provisions of the immediately preceding
sentence, the Committee may hold or apply or cause to be held or applied such
right, interest, distribution, or payment or any part thereof to or for the
benefit of such Participant or Beneficiary in such manner as is in accordance
with applicable law. In addition, a Participant's benefits may be offset
pursuant to a judgment, order, or decree issued (or settlement agreement entered
into) if and to the extent that such offset is permissible or required under
Code Section 401(a)(13).

     Notwithstanding the above, the Committee and the Trustee shall comply with
any domestic relations order (as defined in Section 414(p)(1)(B) of the Code)
that is a qualified domestic relations order satisfying the requirements of
Section 414(p) of the Code. The Committee shall establish procedures for (a)
notifying Participants and alternate payees who have or may have an interest in
benefits that are the subject of domestic relations orders, (b) determining
whether such domestic relations orders are qualified domestic relations orders
under Section 414(p) of the Code, and (c) distributing benefits that are subject
to qualified domestic relations orders.

     16.3   PAYMENT TO MINORS AND OTHERS. If the Committee determines that any
person entitled to a distribution or payment from the Trust Fund is an infant or
incompetent or is unable to care for his affairs by reason of physical or mental
disability, it may cause all distributions or payments thereafter becoming due
to such person to be made to any other person for his benefit, without
responsibility to follow the application of payments so made. Payments made
pursuant to this provision shall completely discharge the Company, the Trustee,
and the Committee with respect to the amounts so paid. No person shall have any
rights under the Plan with respect to the

                                       47
<Page>

Trust Fund, or against the Trustee or any Employing Company, except as
specifically provided herein.

     16.4   SOURCE OF BENEFITS. The Trust Fund established under the Plan shall
be the sole source of the payments or distributions to be made in accordance
with the Plan. No person shall have any rights under the Plan with respect to
the Trust Fund, or against the Trustee or any Employing Company, except as
specifically provided herein.

     16.5   UNCLAIMED BENEFITS. If the Committee is unable, within five (5)
years after any distribution becomes payable to a Participant or Beneficiary, to
make or direct payment to the person entitled thereto because the identity or
whereabouts of such person cannot be ascertained, notwithstanding the mailing of
due notice to such person at his last known address as indicated by the records
of either the Committee or his Employing Company, then such benefit or
distribution will be disposed of as follows:

            (a)  If the whereabouts of the Participant is unknown to the
     Committee, distribution will be made to the Participant's Beneficiary or
     Beneficiaries.

            Payment to such one or more persons shall completely discharge the
     Company, the Trustee, and the Committee with respect to the amounts so
     paid.

            (b)  If none of the persons described in (a) above, can be located,
     then the benefit payable under the Plan shall be forfeited and shall be
     applied to reduce future Employer Matching Contributions. Notwithstanding
     the foregoing sentence, such benefit shall be reinstated if a claim is made
     by the Participant or Beneficiary for the forfeited benefit.

     16.6   GOVERNING LAW. The provisions of the Plan and the Trust shall be
construed, administered, and enforced in accordance with the laws of the State
of Georgia, except to the extent such laws are preempted by the laws of the
United States.

     16.7   CONSTRUCTION. It is the intention of the Company that the provisions
of the Plan and the Trust be construed, administered, and enforced in accordance
with the Company's interpretation of any bargaining agreements applicable to the
collective bargaining units set forth in Article XVII or a schedule attached
hereto.

                                       48
<Page>

                                  ARTICLE XVII
                  SPECIAL RULES FOR PARTICULAR BARGAINING UNITS

     17.1   UNITED STEELWORKERS OF AMERICA LOCAL #12502 (COM ED). In accordance
with Article XVIII and notwithstanding any other provisions of this Plan to the
contrary, the provisions of this Section 17.1 apply to Eligible Employees who
are members of the United Steelworkers of America Local #12502.

            (a)  The rate of Elective Employer Contributions (Section 4.1) and
     Voluntary Participant Contributions (Section 4.6) shall be 1% to 30% of
     Compensation.

            (b)  The rate of Employer Matching Contributions (Section 5.1) shall
     be 75% of the Participant's Elective Employer Contributions and Voluntary
     Participant Contributions during each payroll period, but such Employer
     Matching Contributions shall not exceed six percent (6%) of the
     Participant's Compensation for such payroll period.

            (c)  Eligibility to participate in the Plan shall be as soon as
     administratively feasible following the date one Hour of Service is
     completed; provided, however, that any individual subject to this Section
     17.1 who is classified as a "temporary employee" in the sole discretion of
     the Company, pursuant to its normal practices, shall remain subject to the
     provisions of Section 3.1 without modification.

     17.2   UTILITY WORKERS' UNION OF AMERICA LOCAL #369 AND #480 (NEW ENGLAND)
In accordance with Article XVIII and notwithstanding any other provisions of
this Plan to the contrary, the provisions of this Section 17.2 apply to Eligible
Employees who are members of the Utility Workers' Union of America Local #369
and #480.

            (a)  For all purposes under the Plan, Hours of Service (Section
     2.31) and Years of Service (Section 2.52), shall include any hours of
     service and years of service, respectively, credited under the Employee
     Savings Plan of Commonwealth Energy System and Subsidiary Companies.

            (b)  Eligibility to participate in the Plan shall be as soon as
     administratively feasible following the date one Hour of Service is
     completed; provided, however, that any individual subject to this Section
     17.2 who is classified as a "temporary employee" in the sole discretion of
     the Company, pursuant to its normal practices, shall remain subject to the
     provisions of Section 3.1 without modification. Notwithstanding the
     foregoing, initial eligibility to participate in the Plan for a
     Discretionary Profit Sharing Contribution (Section 17.2(f)) shall be the
     Plan Year during which one Year of Service is completed.

            (c)  The rate of Elective Employer Contributions (Section 4.1) and
     Voluntary Participant Contributions (Section 4.6) shall be 1% to 30% of
     Compensation.

                                       49
<Page>

            (d)  Eligibility to receive an Employer Matching Contribution shall
     be as soon as administratively feasible following the date one Year of
     Service is completed.

            (e)  The rate of Employer Matching Contributions (Section 5.1) shall
     be 100% of the Participant's Elective Employer Contributions and Voluntary
     Participant Contributions during each payroll period, but such Employer
     Matching Contributions shall not exceed four percent (4%) of the
     Participant's Compensation for such payroll period.

            (f)  A Discretionary Profit Sharing Contribution (Section 5.3) may
     be contributed, at the discretion of the Employing Company, for
     Participants who meet the requirements of one of the following groups:

            (i)  Eligible Participants who (I) are members of Local No. 480 of
            the Utility Workers Union of America, (II) are employed at the
            Mirant Canal, LLC facilities, (III) are hired or rehired by an
            Employing Company after August 11, 2001, (IV) meet the eligibility
            requirement Section 17.2(b) and (V) are Eligible Employees on the
            last day of a Plan Year; or

            (ii) Eligible Participants who (I) are members of Local No. 480 of
            the Utility Workers Union of America, (II) are employed at the
            Mirant Canal, LLC facilities, (III) elected on forms provided by an
            Employing Company on or before November 30, 2001 to participate in
            the "New Retirement Program," as that term is defined in Section
            (VIII)(E) of Schedule A to the Mirant Services Pension Plan for
            Bargaining Unit Employees, (IV) meet the eligibility requirement
            Section 17.2(b) and (V) are Eligible Employees on the last day of a
            Plan Year.

     A Participant's nonforfeitable percentage of Discretionary Profit Sharing
     Contributions (and earnings and losses thereon) (Section 10.2) shall be
     determined in accordance with the following schedule:

<Table>
<Caption>
               Completed Years        Nonforfeitable         Forfeitable
                 of Service             Percentage           Percentage
               ---------------        --------------         -----------
                 <S>                       <C>                  <C>
                 Less than 5                 0%                 100%
                  5 or more                100%                   0%
</Table>

     17.3   INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL #1900
(MID-ATLANTIC). In accordance with the prior Schedule A to this Plan and
notwithstanding any provisions of this Plan to the contrary, the provisions of
this Section 17.3 shall apply to Eligible Employees who are members of the
International Brotherhood of Electrical Workers Local #1900.

            (a)  For all purposes under the Plan, Hours of Service (Section
     2.31) and Years of Service (Section 2.52), shall include any hours of
     service and years of service, respectively, credited under the PEPCO
     Retirement Savings Plan for Bargaining Unit Employees (the "Pepco Plan").

                                       50
<Page>

            (b)  Eligibility to participate in the Plan shall be as soon as
     administratively feasible following the date one Hour of Service is
     completed; provided, however, that any individual subject to this Section
     17.3 who is classified as a "temporary employee" in the sole discretion of
     the Company, pursuant to its normal practices, shall remain subject to the
     provisions of Section 3.1 without modification. Notwithstanding the
     foregoing, initial eligibility to participate in the Plan for a
     Discretionary Profit Sharing Contribution (Section 17.3(h)) shall be the
     Plan Year during which one Year of Service is completed.

            (c)  The rate of Elective Employer Contributions (Section 4.1) and
     Voluntary Participant Contributions (Section 4.6) shall be 1% to 30% of
     Compensation.

            (d)  The rate of Employer Matching Contributions (Section 5.1) shall
     be 55% of the Participant's Elective Employer Contributions and Voluntary
     Participant Contributions during each payroll period, but such Employer
     Matching Contributions shall not exceed six percent (6%) of the
     Participant's Compensation for such payroll period.

            (e)  In determining the ability of a Participant to withdraw
     Employer Matching Contributions under Section 11.1(a)(1) of the Plan, a
     Participant shall be given credit for any participation in the Pepco Plan.

            (f)  Any Investment Fund containing common stock of Potomac Electric
     Power Company ("Pepco") that is transferred to this Plan pursuant to the
     provisions of Section 8.7 will be eliminated by the Committee as of the
     date that is five (5) years following the effective date of the acquisition
     of the facilities formerly owned by Pepco. Any Pepco common stock that
     remains in Participant's Investment Fund on such date shall be reinvested
     as determined by the Investment Review Committee.

            (g)  Any loans that were made to a Participant pursuant to the terms
     of the Pepco Plan from funds under that plan will be transferred to this
     Plan and will become loans under this Plan, subject to the provisions of
     Section 11.7 of the Plan. The number of loans so transferred shall not
     exceed four (4). The transfer of such loans, and the terms and conditions
     thereof, shall be made in accordance with the procedures established by the
     Committee.

            (h)  A Discretionary Profit Sharing Contribution (Section 5.3) may
     be contributed, at the discretion of the Employing Company, for
     Participants who were initially hired by an Employing Company on or after
     August 10, 2003 and who are Eligible Employees on the last day of a Plan
     Year. A Participant's nonforfeitable percentage of Discretionary Profit
     Sharing Contribution (and earnings and losses thereon) (Section 10.2) shall
     be determined in accordance with the following schedule:

                                       51
<Page>

<Table>
<Caption>
               Completed Years        Nonforfeitable        Forfeitable
                 of Service             Percentage           Percentage
               ---------------        --------------        -----------
               <S>                          <C>                 <C>
               Less than 5                    0%                100%
               5 or more                    100%                  0%
</Table>

     17.4   INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL #503
(NEW YORK). In accordance with Article XVIII and notwithstanding any other
provisions of this Plan to the contrary, the provisions of this Section 17.4
shall apply to Eligible Employees who are members of the International
Brotherhood of Electrical Workers Local #503.

            (a)  For all purposes under the Plan, Hours of Service (Section
     2.31) and Years of Service (Section 2.52), shall include any hours of
     service and years of service, respectively, credited under the Orange and
     Rockland Utilities, Inc. Hourly Group Savings Plan (the "O&R Plan").

            (b)  The rate of Elective Employer Contributions (Section 4.1) and
     Voluntary Participant Contributions (Section 4.6) shall be 1% to 30% of
     Compensation.

            (c)  The rate of Employer Matching Contributions (Section 5.1) shall
     be 75% of the Participant's Elective Employer Contributions and Voluntary
     Participant Contributions during each payroll period, but such Employer
     Matching Contributions shall not exceed six percent (6%) of the
     Participant's Compensation for such payroll period.

            (d)  In determining the ability of a Participant to withdraw
     Employer Matching Contributions under Section 11.1(a)(1) of the Plan, a
     Participant shall be given credit for any participation in the O&R Plan.

            (e)  A Discretionary Profit Sharing Contribution (Section 5.3) may
     be contributed, at the discretion of the Employing Company, for
     Participants who were initially hired by an Employing Company on or after
     June 1, 2000, who have satisfied the eligibility requirements of Section
     3.1 and who are Eligible Employees on the last day of a Plan Year. A
     Participant's nonforfeitable percentage of Discretionary Profit Sharing
     Contribution (and earnings and losses thereon) (Section 10.2) shall be
     determined in accordance with the following schedule:

<Table>
<Caption>
               Completed Years          Nonforfeitable         Forfeitable
                 of Service               Percentage           Percentage
               ---------------          --------------         -----------
               <S>                          <C>                   <C>
               Less than 5                    0%                  100%
               5 or more                    100%                    0%
</Table>

     17.5   INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL #1245 (PG&E).
Notwithstanding any provisions of this Plan to the contrary, the provisions of
this Section 17.5 shall

                                       52
<Page>

apply to Eligible Employees who are members of the International Brotherhood of
Electrical Workers Local #1245.

            (a)  For all purposes under the Plan, for Employees who (i) were
     eligible to participate in the Pacific Gas and Electric Company Savings
     Fund Plan for Union Represented Employees (the "PG&E Plan") immediately
     prior to their becoming employed by an Employing Company and (ii) were
     Eligible Employees prior to April 17, 2001 only, Hours of Service (Section
     2.31) and Years of Service (Section 2.52), shall include any hours of
     service and years of service, respectively, credited under the PG&E Plan.

            (b)  Eligibility to participate in the Plan shall be as soon as
     administratively feasible following the date one Hour of Service is
     completed; provided, however, that any individual subject to this Section
     17.5 who is classified as a "temporary employee" in the sole discretion of
     the Company, pursuant to its normal practices, shall remain subject to the
     provisions of Section 3.1 without modification. Notwithstanding the
     foregoing, initial eligibility to participate in the Plan for a
     Discretionary Profit Sharing Contribution (Section 17.5(f)) shall be the
     Plan Year during which one Year of Service is completed.

            (c)  The rate of Elective Employer Contributions (Section 4.1) and
     Voluntary Participant Contributions (Section 4.6) shall be 1% to 30% of
     Compensation.

            (d)  The rate of Employer Matching Contributions (Section 5.1) shall
     be 50% of the Participant's Elective Employer Contributions and Voluntary
     Participant Contributions during each payroll period, but such Employer
     Matching Contributions shall not exceed the following percentages of the
     Participant's Compensation (as applicable to the Participant's completed
     Years of Service) for such payroll period.

                 (1)   zero percent (0%) with than three (3) Years of Service;

                 (2)   up to three percent (3%) with at least three (3) but less
            than five (5) Years of Service;

                 (3)   up to four percent (4%) with at least five (5) but less
            than ten (10) Years of Service;

                 (4)   up to five percent (5%) with at least ten (10) but less
            than fifteen (15) Years of Service;

                 (5)   up to six percent (6%) with fifteen (15) or more Years of
            Service.

                 (6)   for a Participant who is determined to be disabled under
            Section 12.2, the larger of:

                                       53
<Page>

                       (A)  the maximum percentage calculated under Section
                 17.5(d)(1), (2), (3) (4) or (5), whichever is applicable; or

                       (B)  the dollar amount that was eligible for Employer
                 Matching Contributions immediately prior to the Participant's
                 disability.

            (e)  For Employees who are described in Section 17.5(a) only, in
     determining the ability of a Participant to withdraw Employer Matching
     Contributions under Section 11.1(a)(1) of the Plan, a Participant shall be
     given credit for any participation in the PG&E Plan.

            (f)  A Discretionary Profit Sharing Contribution (Section 5.3) may
     be contributed, at the discretion of the Employing Company, for
     Participants who were initially hired by an Employing Company on or after
     April 16, 2001, who are not described in Section 17.5(a), who meet the
     eligibility requirement of Section 17.5(b) and who are Eligible Employees
     on the last day of a Plan Year. A Participant's nonforfeitable percentage
     of Discretionary Profit Sharing Contribution (and earnings and losses
     thereon) (Section 10.2) shall be determined in accordance with the
     following schedule:

<Table>
<Caption>
               Completed Years         Nonforfeitable       Forfeitable
                 of Service              Percentage         Percentage
               ---------------         --------------       -----------
               <S>                         <C>                 <C>
               Less than 5                   0%                100%
               5 or more                   100%                  0%
</Table>

                                       54
<Page>

                                  ARTICLE XVIII
        SPECIAL RULES FOR FORMER PARTICIPANTS IN THE SERI BU SAVINGS PLAN

     18.1   APPLICATION. Notwithstanding any provisions of this Plan to the
contrary, the provisions of this Article XVII apply to Eligible Employees who
were hired by an Affiliated Employer and who were former participants in the
SERI BU Savings Plan.

     18.2   HOURS OF SERVICE. For all purposes under the Plan, Hours of Service
shall include all hours of service credited under the SERI BU Savings Plan.

     18.3   YEARS OF SERVICE. For all purposes under the Plan, Years of Service
shall include all years of service credited under the SERI BU Savings Plan.

     18.4   MERGER OF ACCOUNTS. As of May 1, 2001, each such Participant's
account in the SERI BU Savings Plan was transferred to this Plan and then
allocated among his corresponding subaccounts in this Plan as follows: the
portion of the Participant's account in the SERI BU Savings Plan attributable to
"elective employer contributions," as that term was defined in the SERI BU
Savings Plan, was allocated to his Elective Employer Contributions subaccount
under this Plan; the portion attributable to "voluntary participant
contributions," as that term was defined in the SERI BU Savings Plan, was
allocated to his Voluntary Participant Contributions subaccount under this Plan;
the portion attributable to "employer matching contributions," as that term was
defined in the SERI BU Savings Plan, was allocated to his Employer Matching
Contributions subaccount under this Plan; and the portion attributable to
"rollover contributions," as that term was defined in the SERI BU Savings Plan,
was allocated to his Rollover Contributions subaccount under this Plan.

     18.5   IN-SERVICE WITHDRAWALS. In determining the ability of a Participant
to withdraw amounts under Section 11.1(a)(1) of the Plan, the Participant shall
be given credit for any participation in the SERI BU Savings Plan.

     18.6   LOANS UNDER THE SERI BU SAVINGS PLAN. Any loans that were made to a
Participant pursuant to the terms of the SERI BU Savings Plan were transferred
to this Plan and became loans under this Plan, subject to the provisions of
Section 11.7 of the Plan. The number of loans so transferred could not exceed
three (3). The transfer of such loans, and the terms and conditions thereof,
were made in accordance with the procedures established by the Committee.

                                       55
<Page>

                                   ARTICLE XIX
    SPECIAL RULES FOR FORMER PARTICIPANTS IN THE SERI COVERED EMPLOYEES' PLAN

     19.1   APPLICATION. Notwithstanding any provisions of this Plan to the
contrary, the provisions of this Article XVII apply to Eligible Employees who
were hired by an Affiliated Employer and who were former participants in the
SERI Covered Employees' Plan.

     19.2   HOURS OF SERVICE. For all purposes under the Plan, Hours of Service
shall include all hours of service credited under the SERI Covered Employees'
Plan.

     19.3   YEARS OF SERVICE. For all purposes under the Plan, Years of Service
shall include all years of service credited under the SERI Covered Employees'
Plan.

     19.4   MERGER OF ACCOUNTS. As of May 1, 2001, each such Participant's
account in the SERI Covered Employees' Plan was transferred to this Plan and
then allocated among his corresponding subaccounts in this Plan as follows: the
portion of the Participant's account in the SERI Covered Employees' Plan
attributable to "elective employer contributions," as that term was defined in
the SERI Covered Employees' Plan, was allocated to his Elective Employer
Contributions subaccount under this Plan; the portion attributable to "voluntary
participant contributions," as that term was defined in the SERI Covered
Employees' Plan, was allocated to his Voluntary Participant Contributions
subaccount under this Plan; the portion attributable to "employer matching
contributions," as that term was defined in the SERI Covered Employees' Plan,
was allocated to his Employer Matching Contributions subaccount under this Plan;
and the portion attributable to "rollover contributions," as that term was
defined in the SERI Covered Employees' Plan, was allocated to his Rollover
Contributions subaccount under this Plan.

     19.5   IN-SERVICE WITHDRAWALS. In determining the ability of a Participant
to withdraw amounts under Section 11.1(a)(1) of the Plan, the Participant shall
be given credit for any participation in the SERI Covered Employees' Plan.

     19.6   LOANS UNDER THE SERI COVERED EMPLOYEES' PLAN. Any loans that were
made to a Participant pursuant to the terms of the SERI Covered Employees' Plan
were transferred to this Plan and became loans under this Plan, subject to the
provisions of Section 11.7 of the Plan. The number of loans so transferred could
not exceed three (3). The transfer of such loans, and the terms and conditions
thereof, were made in accordance with the procedures established by the
Committee.

                                       56
<Page>

                                   ARTICLE XX
                        MINIMUM DISTRIBUTION REQUIREMENTS

20.1 GENERAL RULES

            (a)  EFFECTIVE DATE. The provisions of this Article XX will apply
     for purposes of determining required minimum distributions for calendar
     years beginning with the 2003 calendar year.

            (b)  COORDINATION WITH MINIMUM DISTRIBUTION REQUIREMENTS PREVIOUSLY
     IN EFFECT. For the Plan Year beginning on January 1, 2002, the Plan applied
     the minimum distribution requirements of Section 401(a)(9) of the Code in
     accordance with the regulations under Section 401(a)(9) of the Code that
     were proposed in January of 2001.

            (c)  PRECEDENCE. The requirements of this Article XX will take
     precedence over any inconsistent provisions of the Plan.

            (d)  REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. All
     distributions required under this Article XX will be determined and made in
     accordance with the Treasury regulations under Section 401(a)(9) of the
     Code.

            (e)  TEFRA SECTION 242(b)(2) ELECTIONS. Notwithstanding the other
     provisions of this Article XX other than Section 20.1(d), distributions may
     be made under a designation made before January 1, 1984, in accordance with
     Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
     and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

20.2 TIME AND MANNER OF DISTRIBUTION

            (a)  REQUIRED BEGINNING DATE. The Participant's entire interest will
     be distributed to the Participant no later than his Required Beginning
     Date.

            (b)  DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN. If the
     Participant dies before distributions begin, the Participant's entire
     interest will be distributed no later than as follows:

                 (1)   If the Participant's Surviving Spouse is the
            Participant's sole Designated Beneficiary, then the distribution to
            the Surviving Spouse will be made by no later than December 31 of
            the calendar year immediately following the calendar year in which
            the Participant died.

                 (2)   If the Participant's Surviving Spouse is not the
            Participant's sole Designated Beneficiary, then the distribution to
            the Designated Beneficiary will be

                                       57
<Page>

            made by no later than December 31 of the calendar year immediately
            following the calendar year in which the Participant died.

                 (3)   If there is no Designated Beneficiary as of September 30
            of the year following the year of the Participant's death, the
            Participant's entire interest will be distributed by December 31 of
            the calendar year containing the fifth anniversary of the
            Participant's death.

                 (4)   If the Participant's Surviving Spouse is the
            Participant's sole Designated Beneficiary and the Surviving Spouse
            dies after the Participant but before the distribution to the
            Surviving Spouse has been made, this Section 20.2(b), other than
            Section 20.2(b)(1), will apply as if the Surviving Spouse were the
            Participant.

     For purposes of this Section 20.2(b) and Section 20.4, unless Section
     20.2(b)(4) applies, distributions are considered to begin on the
     Participant's Required Beginning Date. If Section 20.2(b)(4) applies,
     distributions are considered to begin on the date distributions are
     required to begin to the Surviving Spouse under Section 20.2(b)(1)).

            (c)  FORM OF DISTRIBUTION. Unless the Participant's interest is
     distributed in a single sum on or before the Required Beginning Date, as of
     the first Distribution Calendar Year, distributions will be made in
     accordance with Sections 20.3 and 20.4 of this Article XX.

20.3 REQUIRED MINIMUM DISTRIBUTIONS DURING THE PARTICIPANT'S LIFETIME.

            (a)  AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRIBUTION
     CALENDAR YEAR. During the Participant's lifetime, the minimum amount that
     will be distributed for each Distribution Calendar Year is the total amount
     of the Participant's Account Balance.

            (b)  LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR
     OF PARTICIPANT'S DEATH. Required minimum distributions will be determined
     under this Section 20.3 beginning with the first Distribution Calendar Year
     and up to and including the Distribution Calendar Year that includes the
     Participant's date of death.

20.4 REQUIREMENTS MINIMUM DISTRIBUTIONS AFTER THE PARTICIPANT'S DEATH.

            (a)  DEATH ON OR AFTER THE DATE DISTRIBUTIONS BEGIN.

                 (1)   PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. If the
            Participant dies on or after the date distributions begin and there
            is a Designated Beneficiary, the minimum amount that will be
            distributed for each Distribution Calendar Year after the year of
            the Participant's death is the total amount of the Participant's
            Account Balance.

                                       58
<Page>

                 (2)   NO DESIGNATED BENEFICIARY. If the Participant dies on or
            after the date Participant's begin and there is no Designated
            Beneficiary as of September 30 of the year after the year of the
            Participant's death, the minimum amount that will be distributed for
            each Distribution Calendar Year after the year of the Participant's
            death is the total amount of the Participant's Account Balance.

            (b)  DEATH BEFORE THE DATE DISTRIBUTIONS BEGIN.

                 (1)   PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. If the
            Participant dies before the date distributions begin and there is a
            Designated Beneficiary, the minimum amount that will be distributed
            for each Distribution Calendar Year after the year of the
            Participant's death is the total amount of the Participant's Account
            Balance.

                 (2)   NO DESIGNATED BENEFICIARY. If the Participant dies before
            the date Participant's begin and there is no Designated Beneficiary
            as of September 30 of the year following the year of the
            Participant's death, the distribution of the Participant's entire
            interest will be completed by December 31 of the calendar year
            containing the fifth anniversary of the Participant's death.

                 (3)   DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO
            SURVIVING SPOUSE ARE REQUIRED TO BEGIN. If the Participant dies
            before the date the distributions begin, the Participant's Surviving
            Spouse is the Participant's sole Designated Beneficiary, and the
            Surviving Spouse dies before distributions are required to begin to
            the Surviving Spouse under Section 20.2(b)(1), this Section 20.4(b)
            will apply as if the Surviving Spouse were the Participant.

20.5 DEFINITIONS.

            (a)  DESIGNATED BENEFICIARY. The individual who is designated as the
     beneficiary under Section 12.4 of the Plan and is the designated
     beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-4
     of the Treasury regulations.

            (b)  DISTRIBUTION CALENDAR YEAR. A calendar year for which a minimum
     distribution is required. For distributions beginning before the
     Participant's death, the first Distribution Calendar Year is the calendar
     year immediately preceding the calendar year that contains the
     Participant's Required Beginning Date. For distributions beginning after
     the Participant's death, the first Distribution Calendar Year is the
     calendar year in which distributions are required to begin pursuant to
     Section 20.2(b). The required minimum distribution for the Participant's
     first Distribution Calendar Year will be made on or before the
     Participant's Required Beginning Date. The required minimum distribution
     for other Distribution Calendar Years, including the required minimum
     distribution for the Distribution Calendar Year in which the Participant's
     Required Beginning Date occurs, will be made on or before December 31 of
     that Distribution Calendar Year.

                                       59
<Page>

            (c)  ACCOUNT BALANCE. The Participant's Account balance as of the
     last Valuation Date in the calendar year immediately preceding the
     Distribution Calendar Year (the "Valuation Calendar Year") increased by the
     amount of any contributions made and allocated or forfeitures allocated to
     the Account balance as of dates in the Valuation Calendar Year after the
     Valuation Date and decreased by distributions made in the Valuation
     Calendar Year after the Valuation Date. The Account balance for the
     Valuation Calendar Year includes any amounts rolled over or transferred to
     the Plan either in the Valuation Calendar Year or in the Distribution
     Calendar Year if distributed or transferred in the Valuation Calendar Year.

            (d)  REQUIRED BEGINNING DATE. The date specified in Section 12.6(b)
     of the Plan.

                                       60
<Page>

     IN WITNESS WHEREOF, the Company has caused this Mirant Services Bargaining
Unit Employee Savings Plan to be executed on this 19th day of December, 2003 but
effective as of January 1, 2004.

                                         MIRANT SERVICES, LLC

                                         By:
                                            ------------------------------------

                                         Its:
                                             -----------------------------------

ATTEST:

By:
    -----------------------------------

Its:
     ----------------------------------

                                       61
<Page>

                        APPENDIX A - EMPLOYING COMPANIES


     The Employing Companies as of January 1, 2004 are:

                              Mirant Services, LLC
                        Mirant Mid-Atlantic Services, LLC

                                       62
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                         APPENDIX B - ALLOCATION GROUPS


     The Allocation Groups as of January 1, 2004 are:

Group 1:    Eligible Participants described in Section 17.2(f).

Group 2:    Eligible Participants described in Section 17.3(h).

Group 3:    Eligible Participants described in Section 17.4(e).

Group 4:    Eligible Participants described in Section 17.5(f).

Group 5:    All Eligible Participants who are not members of Group 1, Group 2,
            Group 3 or Group 4.

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