**Exhibit 10.28**

 

**FOURTH****AMENDMENT TO THEMIRANT SERVICESSUPPLEMENTAL BENEFIT PLAN**

 

**THIS FOURTH****AMENDMENT** to the Mirant Services, LLC SupplementalBenefit Plan (the “Plan”) is made this 8th day of December, 2005.

 

**I.**

 

**Section ****5.2(c) of the Planshall be amended by deleting such subsection in its entirety and replacingit with the following new Section 5.2(c):**

 

(c)                                  TheNon-Pension Benefit of the Participant shall be deemed to be invested asfollows:

 

(i)                                     Priorto September 30, 2002, the amounts credited to the Non-Pension BenefitAccount of the Participant shall be deemed to be invested in Phantom CommonStock. On each such date of investment, a Participant’s Account shall becredited with the number of shares (including fractional shares) of PhantomCommon Stock which could have been purchased on such date, based upon theCommon Stock’s Purchase Price. As of the date upon which occurs the payment ofdividends on the Common Stock, there shall be credited with respect to sharesof Phantom Common Stock in the Participant’s Account on such date, suchadditional shares (including fractional shares) of Phantom Common Stock asfollows:

 

(A)                              In the case of cashdividends, such additional shares as could be purchased at the Purchase Pricewith the dividends which would have been payable if the credited shares hadbeen outstanding;

 

(B)                                In the case ofdividends payable in property other than cash or Common Stock, such additionalshares as could be purchased at the Purchase Price with the fair market valueof the property which would have been payable if the credited shares had beenoutstanding; or

 

(C)                                In the case ofdividends payable in Common Stock, such additional shares as would have beenpayable on the credited shares if they had been outstanding.

 

(ii)                                  Asof September 30, 2002, the amounts credited to the Non-Pension BenefitAccount of the Participant shall be credited with deemed interest at the primerate as published in the *Wall StreetJournal,*compounded daily.

 

(ii)                                  Asof December 8, 2005, the cash value of the Phantom Common Stock (includingfractions thereof) credited to a Participant’s Account (based on the next day’sclosing price) shall no longer be deemed to be invested in Phantom Common Stockbut instead shall be

 

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credited with deemed interest at the prime rate aspublished in the *Wall Street Journal,*compoundeddaily, consistent with the treatment of amounts credited to the Non-PensionBenefit Account of the Participant after September 30, 2002

 

**II.**

 

**Section 5.3(b) ofthe Plan shall be amended by deleting such subsection in its entirety andreplacing it with the following new Section 5.3(b):**

 

(b)                                 When a Participant terminates his employmentwith the Employing Company (including any subsidiaries or affiliates thereof),said Participant shall be entitled to receive the value of his Account in asingle lump sum cash distribution or annual cash installments not to exceed ten(10). The Participant’s Account shall be valued as of the last business day ofthe month in which the Participant terminates; provided, however, if theParticipant terminates within five (5) business days prior to the last dayof such month, the Participant’s Account may be valued as of the lastbusiness day of the following month, at the Committee’s discretion. Suchdistribution shall be paid in a single lump sum cash payment as soon asadministratively practicable following the valuation date.

 

**III.**

 

**Section 5.3(d) ofthe Plan shall be amended by deleting such subsection in its entirety andreplacing it with the following new Section 5.3(d):**

 

(d)                                 Upon the death of a Participant, or a formerParticipant prior to the payment of the value of said Participant’s Account,the unpaid balance shall be paid in the sole discretion of the Committee (i) ina lump sum to the designated Beneficiary of a Participant or former Participantas soon as reasonably practicable following the last business day of thecalendar quarter in which the Committee is provided evidence of the Participant’sdeath or (ii) in accordance with the distribution method chosen by suchParticipant or former Participant. The Beneficiary designation may bechanged by the Participant or former Participant at any time without the consentof the prior Beneficiary. In the event a Beneficiary designation is not on fileor the designated Beneficiary is deceased or cannot be located, payment will bemade to the person or persons in the first of the following classes ofsuccessive preference, if then living:

 

(1)                                  the Participant’s spouse on the date of hisdeath;

(2)                                  the Participant’s children, equally;

(3)                                  the Participant’s parents, equally;

(4)                                  the Participant’s brothers and sisters,equally; or

(5)                                  the Participant’s executors oradministrators.

 

Payment to such one or morepersons shall completely discharge the Plan with respect to the amount so paid.

 

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**IV.**

 

**Section 5.3(e) ofthe Plan shall be amended by deleting such subsection in its entirety andreplacing it with the following new Section ****5.3(e):**

 

(e)                                 Upon the total disability of a Participant orformer Participant, as determined by the Committee, prior to the payment of thevalue of such Participant’s Account, the unpaid balance of his Account shall bepaid in the sole discretion of the Committee (i) in a lump sum to the Participantor former Participant, or his legal representative as soon as reasonablypracticable following the last business day of the calendar quarter followingthe date on which the Committee makes the determination of the Participant’sdisability or (ii) in accordance with the distribution method elected bysuch Participant or former Participant.

 

**V.**

 

**Section 5.3(f) ofthe Plan shall be amended by deleting such subsection in its entirety andreplacing it with the following new Section 5.3(f):**

 

(f)                                   Notwithstanding the foregoing provisions ofthis Section 5.3, if a Participant or Beneficiary becomes entitled to apayment of his Account balance and such Account balance does not exceed $5,000,said Participant shall receive the value of his Account in a single lump sum distribution.The Participant’s Account shall be valued as of the last business day of themonth in which the Participant terminates; provided, however, if theParticipant terminates within five (5) business days prior to the last dayof such month, the Participant’s Account may be valued as of the lastbusiness day of the following month, at the Committee’s discretion. Paymentsshall be paid in a single lump sum cash payment as soon as administrativelypracticable following the valuation date.

 

**VI.**

 

**All parts of the Plan not inconsistent herewith are hereby ratified and confirmed.**

 

**IN****WITNESS****WHEREOF,**Mirant Services, LLC, through its dulyauthorized officer pursuant to a unanimous consent of the Committee dated December 8,2005, has adopted this Fourth Amendment to the Mirant Services SupplementalBenefit Plan, to be effective as of the 8th day of December, 2005.

 

 
| ** ** | **MIRANT SERVICES, LLC:** |
|------------|---------------------------|
|       |                      |
|       |                      |
|       | By:                       | /s/ Vance N. Booker |   |
|       |                      | Vance N. Booker |
|       |                      | SVP, Administration |

 

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