<PAGE>




                                                                  EXHIBIT 10.10

                               MIRANT CORPORATION



                          EMPLOYEE STOCK PURCHASE PLAN


<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                                                                                 ----
<S>                                                                                                              <C>
ARTICLE 1. PURPOSE AND EFFECTIVE DATE.............................................................................1

ARTICLE 2. DEFINITIONS............................................................................................1

ARTICLE 3. ADMINISTRATION.........................................................................................3

ARTICLE 4. NUMBER OF SHARES.......................................................................................4

ARTICLE 5. ELIGIBILITY REQUIREMENTS...............................................................................5

ARTICLE 6. ENROLLMENT.............................................................................................5

ARTICLE 7. GRANT OF OPTIONS ON ENROLLMENT.........................................................................5

ARTICLE 8. PAYMENT................................................................................................6

ARTICLE 9. PURCHASE OF SHARES.....................................................................................6

ARTICLE 10. WITHDRAWAL FROM THE PLAN,
            TERMINATION OF EMPLOYMENT, AND LEAVE OF ABSENCE.......................................................7

ARTICLE 11. DESIGNATION OF BENEFICIARY............................................................................8

ARTICLE 12. MISCELLANEOUS.........................................................................................9
</TABLE>

                                        i

<PAGE>




                 MIRANT CORPORATION EMPLOYEE STOCK PURCHASE PLAN

ARTICLE 1. PURPOSE AND EFFECTIVE DATE

         1.1 This Plan was originally adopted on ________, 2000 by the Board of
Directors of the Mirant Corporation (the "Company"), formerly know as Southern
Energy, Inc. The Plan is hereby amended and restated to change the name of the
Plan to the Mirant Corporation Employee Stock Purchase Plan (the "Plan"). The
purpose of the Plan is to provide an opportunity for employees of the Company to
purchase shares of common stock of the Company in a way which is both convenient
and on a basis more favorable than would otherwise be available. The Company
believes that employee participation in ownership of the Company on this basis
will be to the mutual benefit of both the employee and the Company. It is the
intent of the Company to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code. The provisions of the Plan
shall be construed to extend and limit participation in a manner consistent with
the requirements of Section 423 of the Internal Revenue Code.

         1.2 It is intended that an initial Offering Period and Purchase Period
will begin on the IPO Date and exist for such period as designated by the
Committee prior to the IPO Date. Thereafter, it is intended that any future
Offering Periods and Purchase Periods will commence, if at all, at such times
designated by the Committee.

         1.3 The Plan shall be effective on the IPO Date (the "Effective Date").
The Plan shall remain in effect in accordance with Section 12.7 of the Plan.

ARTICLE 2. DEFINITIONS

         Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized:

         2.1      "Account" means a recordkeeping account maintained for a
                  Participant to which Participant contributions and payroll
                  deductions, if applicable, shall be credited.

         2.2      "Board" means the Board of Directors of the Company.

         2.3      "Code" means the Internal Revenue Code of 1986, as amended.

         2.4      "Company" means Mirant Corporation, a Delaware corporation.

         2.5      "Cut-off Date" means the date established by the Committee
                  from time to time by which enrollment forms must be received
                  prior to an Enrollment Date.



<PAGE>




         2.6      "Effective Date" shall have the meaning ascribed to it in
                  Section 1.3 hereof.

         2.7      "Eligible Employee" means an Employee eligible to participate
                  in the Plan in accordance with Section 5.

         2.8      "Employee" means any active employee of the Company or any
                  active employee of any company in the Participating Company
                  Group.

         2.9      "Enrollment Date" means the first Trading Day of an Offering
                  Period.

         2.10     "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.

         2.11     "Fair Market Value" means, as of any applicable date, the
                  opening sale price on the principal securities exchange on
                  which the Shares are traded or, if there is no such sale on
                  the relevant date, then on the last previous day on which a
                  sale was reported.

         2.12     "Grant Date" means a date on which an Eligible Employee is
                  granted an option under the Plan pursuant to Section 7.

         2.13     "Grant Price" means the Fair Market Value of a Share on the
                  Grant Date for such option.

         2.14     "IPO Date" shall mean the first day on which Shares are
                  publicly traded on the New York Stock Exchange.

         2.15     "Offering Period" means the period beginning on the IPO Date
                  and ending on the date designated by the Committee and each
                  period, if any, thereafter designated by the Committee;
                  provided, that each period shall, in no event end later than:
                  (i) five (5) years from the date the option is exercised if
                  the Purchase Price is to be not less than eighty-five percent
                  (85%) of the Fair Market Value of the Shares on the Purchase
                  Date; or (ii) otherwise, twenty-seven (27) months from the
                  Grant Date. The Offering Period may but need not be the same
                  as the Purchase Period, as determined by the Committee.

         2.16     "Participant" means an Eligible Employee who has enrolled in
                  the Plan pursuant to Section 6.

         2.17     "Participating Company Group" means a Subsidiary which has
                  been designated by the Committee in accordance with Section
                  3.2 of the Plan as covered by the Plan.

         2.18     "Purchase Date" with respect to a Purchase Period means the
                  last Trading Day in such Purchase Period.



                                        2

<PAGE>




         2.19     "Purchase Date Price" means the Fair Market Value of a Share
                  on the applicable Purchase Date.

         2.20     "Purchase Period" means the period beginning on the IPO Date
                  and ending on the date designated by the Committee and each
                  period, if any, thereafter designated by the Committee;
                  provided, that each period shall, in no event end later than:
                  (i) five (5) years from the date the option is exercised if
                  the Purchase Price is to be not less than eighty-five percent
                  (85%) of the Fair Market Value of the Shares on the Purchase
                  Date; or (ii) otherwise, twenty-seven (27) months from the
                  Grant Date.

         2.21     "Purchase Price" means the price designated by the Committee,
                  at which each Share may be purchased under any option, but in
                  no event less than eighty-five percent (85%) of the lesser of:

                           (a)      The Grant Price, as defined in Section 2.13;
                                       and

                           (b)      The Purchase Date Price, as defined in
                                  Section 2.19.

         2.22     "Retirement" or "Retire" means a termination of (or to
                  terminate) employment with the Company and its subsidiaries
                  after qualifying for retirement under any applicable
                  retirement plan of the Company or any company in the
                  Participating Company Group, as determined by the Committee.

         2.23     "Rule 16b-3" means Rule 16b-3 under the Exchange Act.

         2.24     "Shares" means shares of the Company's common stock.

         2.25     "Subsidiary" means any corporation in an unbroken chain of
                  corporations beginning with the Company if, as of the
                  applicable Enrollment Date, each of the corporations other
                  than the last corporation in the chain owns stock possessing
                  fifty percent (50%) or more of the total combined voting power
                  of all classes of stock in one of the other corporations in
                  the chain.

         2.26     "Trading Day" means any day the New York Stock Exchange is
                  open for trading.

ARTICLE 3. ADMINISTRATION

         3.1 The Plan shall be administered by a Committee appointed by the
Board (the "Committee"). The members of the Committee shall be appointed from
time to time by, and shall serve at the discretion of the Board. The Committee
shall have the authority to delegate administrative duties to officers,
directors or employees of the Company.

         3.2 The Committee shall have the power, subject to and within the
limits of the express provisions of the Plan, to construe and interpret the Plan
and options granted under it; to


                                        3

<PAGE>




establish, amend, and revoke rules and regulations for administration of the
Plan (including, without limitation, the determination and change of Offering
Periods, Purchase Periods and payment procedures and the establishment of the
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars); to determine all questions of policy and expediency that may arise in
the administration of the Plan to make any changes to the Plan or its operations
to reduce or eliminate any unfavorable accounting consequences to the extent
deemed appropriate by the Committee; and, generally, to exercise such powers and
perform such acts as the Committee deems necessary or expedient to promote the
best interests of the Company, including, but not limited to, designating from
time to time which Subsidiaries of the Company shall be part of the
Participating Company Group. The Committee's determinations as to the
interpretation and operation of this Plan shall be final and conclusive.

         In exercising the powers described in the foregoing paragraph, the
Committee may adopt special or different rules for the operation of the Plan
including, but not limited to, rules which allow employees of any foreign
Subsidiary to participate in, and enjoy the tax benefits offered by, the Plan;
provided that such rules shall not result in any grantees of options having
different rights and/or privileges under the Plan in violation of Section 423 of
the Code nor otherwise cause the Plan to fail to satisfy the requirements of
Section 423 of the Code and the regulations thereunder.

         3.3 The Plan provisions relating to the administration of the Plan may
be amended by the Committee from time to time as may be desirable to satisfy any
requirements of or under the federal securities and/or other applicable laws of
the United States, to obtain any exemption under such laws, or to reduce or
eliminate any unfavorable accounting consequences.

ARTICLE 4. NUMBER OF SHARES

         4.1      4,000,000 Shares are reserved for sale and authorized for
 issuance pursuant to the Plan. If any option granted under the Plan shall for
any reason terminate without having been exercised, the Shares not purchased
under such option shall again become available for the Plan.

         4.2 In the event of any change in corporate capitalization such as a
stock split, or a corporate transaction such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Company, any reorganization (whether or not such reorganization comes within
the definition of such term in Code Section 368) or any partial or complete
liquidation of the Company, the Committee may make such adjustment it deems
appropriate to prevent dilution or enlargement of rights in the number and class
of Shares which may be delivered under Section 4.1, in the number, class of
and/or price of Shares available for purchase under the Plan and in the number
of Shares which an Employee is entitled to purchase and any other adjustments it
deems appropriate. Without limiting the Committee's authority under this Plan,
in the event of any transaction, the Committee may elect to have the options
hereunder assumed or such options substituted by a successor entity, to
terminate all outstanding options either prior to their expiration or upon
completion of the purchase of Shares on the next Purchase Date, to establish an
early Purchase Date for an existing Offering Period, or to take such other
action deemed appropriate by the Committee.


                                        4

<PAGE>




ARTICLE 5. ELIGIBILITY REQUIREMENTS

         5.1 Except as provided in Section 5.2, each Employee shall become
eligible to participate in the Plan in accordance with Section 6 on the first
Enrollment Date on or following the later of (a) the date such individual
becomes an Employee; or (b) the Effective Date. Participation in the Plan is
entirely voluntary.

         5.2      The following Employees are not eligible to participate in the
                  Plan:

                  (a)      Employees who, immediately upon purchasing Shares
                           under the Plan, would own directly or indirectly, or
                           hold options or rights to acquire, an aggregate of
                           five percent (5%) or more of the total combined
                           voting power or value of all outstanding shares of
                           all classes of stock of the Company or any Subsidiary
                           (and for purposes of this paragraph, the rules of
                           Section 424(d) of the Code shall apply, and stock
                           which the Employee may purchase under outstanding
                           options shall be treated as stock owned by the
                           Employee);

                  (b)      Employees whose customary employment is for not more
                           than five (5) months in any calendar year; and

                  (c)      Employees whose customary employment is twenty (20)
                           hours or less per week.

ARTICLE 6. ENROLLMENT

         All Eligible Employees as of the Effective Date shall be deemed
enrolled in the Plan with respect to the Offering Period beginning on the IPO
Date. Thereafter, any Eligible Employee may enroll in the Plan for any future
Offering Period by completing and signing an enrollment election form or by such
other means as the Committee shall prescribe and submitting such enrollment
election to the Company or a member of the Participating Company Group in
accordance with procedures established by the Committee on or before the Cut-Off
Date with respect to such Offering Period.

ARTICLE 7. GRANT OF OPTIONS ON ENROLLMENT

         7.1 Enrollment by an Eligible Employee in the Plan as of an Enrollment
Date will constitute the grant by the Company to such Participant of an option
on such Enrollment Date to purchase Shares from the Company pursuant to the
Plan.

         7.2 An option granted to a Participant pursuant to this Plan shall
expire, if not terminated for any reason first, on the earliest to occur of (a)
the end of the Offering Period in which such option was granted; (b) the
completion of the purchase of Shares under the option


                                        5

<PAGE>




under Section 9; or (c) the date on which participation of such Participant in
the Plan terminates for any reason.

         7.3 An option granted to a Participant under the Plan shall give the
Participant a right to purchase on a Purchase Date the largest number of whole
or fractional Shares, as designated by the Committee, which the funds
accumulated in the Participant's Account as of such Purchase Date will purchase
at the applicable Purchase Price; provided, however, that the Committee may, in
its discretion, limit the number of Shares purchased by each Participant in any
Purchase Period.

         Notwithstanding anything to the contrary herein, no Employee shall be
granted an option under the Plan (or any other plan of the Company or a
Subsidiary intended to qualify under Section 423 of the Code) which would permit
the Employee to purchase Shares under the Plan (and such other plan) in any
calendar year with a Fair Market Value (determined at the time such option is
granted) in excess of $25,000.

ARTICLE 8. PAYMENT

         The Committee may designate the time and manner for payment of Shares
to be purchased during the Purchase Period, including, but not limited to,
payment by each Participant in cash or by certified check on a date designated
by the Committee prior to the Purchase Date, or through payroll deductions, the
terms and conditions of which are designated by the Committee. Payment amounts
shall be credited to a Participant's Account under this Plan. All payment
amounts may be used by the Company for any purpose and the Company shall have no
obligation to segregate such funds. No interest accrues on payments by
Participants.

ARTICLE 9. PURCHASE OF SHARES

         9.1 Any option held by the Participant which was granted under this
Plan and which remains outstanding as of a Purchase Date shall be deemed to have
been exercised on such Purchase Date for the number of whole or fractional
Shares, as designated by the Committee, that the funds accumulated in the
Participant's Account as of the Purchase Date will purchase at the applicable
Purchase Price (but not in excess of the number of Shares for which options have
been granted to the Participant pursuant to Section 7.3). Options for other
Shares for which options have been granted which are not purchased on the last
Purchase Date during the Offering Period shall terminate.

         9.2 If, after a Participant's exercise of an option under Section 9.1,
an amount remains credited to the Participant's Account as of a Purchase Date,
then (a) if no further Purchase Periods are scheduled in the same Offering
Period, such remaining amount shall be distributed to the Participant as soon as
administratively feasible, or (b) if another Purchase Period is scheduled in the
same Offering Period, such amount shall be carried forward in the Account for
application to the purchase of Shares on the next following Purchase Date.
Notwithstanding the foregoing, if such remaining amount relates solely to the
exercise price for a fractional Share, such remaining


                                        6

<PAGE>




amount may be carried forward to the Employee's Account for the next Offering
Period in which the Employee is enrolled or shall, at the discretion of the
Committee or the request of the Employee, be distributed to the Participant as
soon as administratively feasible.

         9.3 If Shares are purchased by a Participant pursuant to Section 9.1,
then, within a reasonable time after the Purchase Date, the Company shall
deliver or cause to be delivered to the Participant a certificate or
certificates for the whole number of Shares purchased by the Participant unless
the Company has made arrangements to have the Shares held at a bank or other
appropriate institution in noncertificated form. If any law or applicable
regulation of the Securities and Exchange Commission or other body having
jurisdiction shall require that the Company or the Participant take any action
in connection with the Shares being purchased under the option, delivery of the
certificate or certificates for such Shares shall be postponed until the
necessary action shall have been completed, which action shall be taken by the
Company at its own expense, without unreasonable delay. Certificates delivered
pursuant to this Section 9.3 shall be registered in the name of the Participant
or, if the Participant so elects, in the names of the Participant and his or her
spouse, as joint tenants with rights of survivorship, or as spousal community
property, or in certain forms of trust approved by the Committee, to the extent
permitted by law.

         9.4 In the case of Participants employed by a member of the
Participating Company Group, the Committee may provide for Shares to be sold
through the Subsidiary to such Participants, to the extent consistent with
Section 423 of the Code.

         9.5 If the total number of Shares for which options are or could be
exercised on any Purchase Date in accordance with this Section 9, when
aggregated with all Shares for which options have been previously exercised
under this Plan, exceeds the maximum number of Shares reserved in Section 4.1,
the Company shall allocate the Shares available for delivery and distribution in
the ratio that the balance in each Participant's Account bears to the aggregate
balances of all Participants' Accounts, and the remaining balance of the amount
credited to the Account of each Participant under the Plan shall be returned to
him or her as promptly as possible.

         9.6 If a Participant or former Participant sells, transfers, or
otherwise makes a disposition of Shares purchased pursuant to an option granted
under the Plan within the longer of (i) two (2) years after the date such option
is granted, or (ii) one (1) year after the date such Shares were transferred to
the Participant, and if such Participant or former Participant is subject to
United States federal income tax, then such Participant or former Participant
shall notify the Company or a member of the Participating Company Group in
writing of such sale, transfer or other disposition within ten (10) days of the
consummation of such sale, transfer, or other disposition.

ARTICLE 10. WITHDRAWAL FROM THE PLAN, TERMINATION OF EMPLOYMENT, AND LEAVE OF
ABSENCE

                                        7

<PAGE>




         10.1 WITHDRAWAL FROM THE PLAN. A Participant may withdraw from the Plan
in full (but not in part) during any Purchase Period by delivering a notice of
withdrawal to the Company or a member of the Participating Company Group (in a
manner prescribed by the Committee) at any time up to but not including the
fifteen (15) days prior to the Purchase Date next following the date such notice
of withdrawal is delivered, or at such shorter time in advance of such Purchase
Date as the Committee may permit. If notice of withdrawal is timely received,
all funds then accumulated in the Participant's Account shall not be used to
purchase Shares, but shall instead be distributed to the Participant as soon as
administratively feasible. An Employee who has withdrawn during a Purchase
Period may not return funds to the Company or a member of the Participating
Company Group during the same Purchase Period and require the Company or member
of the Participating Company Group to apply those funds to the purchase of
Shares. Any Eligible Employee who has withdrawn from the Plan may, however,
re-enroll in the Plan on the next subsequent Enrollment Date, if any.

         10.2 TERMINATION OF EMPLOYMENT. Participation in the Plan terminates
immediately when a Participant ceases to be employed by the Company or a member
of the Participating Company Group for any reason whatsoever or otherwise ceases
to be an Eligible Employee, and such terminated Participant's outstanding
options shall thereupon terminate. As soon as administratively feasible after
termination of participation, the Company or a member of the Participating
Company Group shall pay to the Participant or his or her beneficiary or legal
representative any amounts accumulated in the Participant's Account at the time
of termination of participation. Notwithstanding anything to the contrary
herein, if a Participant ceases to be an Eligible Employee by reason of
Retirement, death, or any other reason contemplated in Section 5.2 hereof and
the Purchase Date is within three (3) months of the date the Participant ceases
to be an Eligible Employee, the Participant (or his or her designated
beneficiary, as applicable) shall have the right, upon ceasing to be an Eligible
Employee and in accordance with procedures prescribed by the Committee, to elect
to continue to participate in the Plan in accordance with Section 10.1 through
the end of the Purchase Period.

         10.3 LEAVE OF ABSENCE. If a Participant takes a leave of absence
without terminating employment, such Participant shall have the right, at the
commencement of the leave of absence and in accordance with procedures
prescribed by the Committee, to elect to withdraw from the Plan in accordance
with Section 10.1. To the extent determined by the Committee or required by
Section 423 of the Code, certain leaves of absence may be treated as cessations
of employment for purposes of the Plan.

ARTICLE 11. DESIGNATION OF BENEFICIARY

         Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom the amount in his or her Account is to be paid in case of his or her death
before he or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during the Participant's lifetime. In
the absence of any such designation, any Account balance remaining unpaid at the
Participant's death shall be paid to the Participant's estate.


                                        8

<PAGE>




ARTICLE 12. MISCELLANEOUS

         12.1 RESTRICTIONS ON TRANSFER. Options granted under the Plan to a
Participant may not be exercised during the Participant's lifetime other than by
the Participant. Neither amounts credited to a Participant's Account nor any
rights with respect to the exercise of an option or to receive stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant other than by will or the laws of descent and distribution.
Any such attempted assignment, transfer, pledge, or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw from the Plan in accordance with Section 10.1.

         12.2 ADMINISTRATIVE ASSISTANCE. If the Committee in its discretion so
elects, it may retain a brokerage firm, bank, or other financial institution to
assist in the purchase of Shares, delivery of reports, or other administrative
aspects of the Plan. If the Committee so elects, each Participant shall (unless
prohibited by applicable law) be deemed upon enrollment in the Plan to have
authorized the establishment of an account on his or her behalf at such
institution. Shares purchased by a Participant under the Plan shall be held in
the Account in the Participant's name, or if the Participant so indicates in the
enrollment form, in the Participant's name together with the name of his or her
spouse in joint tenancy with right of survivorship or spousal community
property, or in certain forms of trust approved by the Committee.

         12.3 COSTS. All costs and expenses incurred in administering the Plan
shall be paid by the Company, except that any stamp duties, transfer taxes, and
any brokerage fees applicable to participation in the Plan may be charged to the
Account of such Participant by the Company.

         12.4 WITHHOLDING. The Company or any member of the Participating
Company Group shall have the power and the right to deduct or withhold, or
require a Participant to remit to the Company or any member of the Participating
Company Group, an amount sufficient to satisfy Federal, state and local taxes,
domestic or foreign, required by law or regulation to be withheld with respect
to any taxable event arising as a result of this Plan.

         12.5 EQUAL RIGHTS AND PRIVILEGES. All Eligible Employees shall have
equal rights and privileges with respect to the Plan so that the Plan qualifies
as an "employee stock purchase plan" within the meaning of Section 423 or any
successor provision of the Code and the related regulations. Notwithstanding the
express terms of the Plan, any provision of the Plan which is inconsistent with
Section 423 or any successor provision of the Code shall without further act or
amendment by the Company or the Board be reformed to comply with the
requirements of Section 423 of the Code. This Section 12.5 shall take precedence
over all other provisions in the Plan.

         12.6     APPLICABLE LAW. The Plan shall be governed by the substantive
laws (excluding the conflict of laws rules) of the State of Delaware.

         12.7     AMENDMENT AND TERMINATION. The Board may amend, alter, or
terminate the Plan at any time; provided, however, that (1) the Plan may not be
amended in a


                                        9

<PAGE>




way which will cause rights issued under the Plan to fail to meet the
requirements of Section 423 of the Code; and (2) no amendment which would amend
or modify the Plan in a manner requiring stockholder approval under Section 423
of the Code or the requirements of any securities exchange on which the Shares
are traded shall be effective unless such stockholder approval is obtained. In
addition, the Committee may amend the Plan as provided in Section 3.3, subject
to the conditions set forth therein and in this Section 12.7.

         If the Plan is terminated, the Board or Committee may elect to
terminate all outstanding options either prior to their expiration or upon
completion of the purchase of Shares on the next Purchase Date or an earlier
Purchase Date as may be specified by the Committee, or may elect to permit
options to expire in accordance with their terms (and participation to continue
through such expiration dates). If the options are terminated prior to
expiration, all funds accumulated in Participants' Accounts as of the date the
options are terminated shall be returned to the Participants as soon as
administratively feasible.

         12.8 NO RIGHT OF EMPLOYMENT. Neither the grant nor the exercise of any
rights to purchase Shares under this Plan nor anything in this Plan shall impose
upon the Company or a member of the Participating Company Group any obligation
to employ or continue to employ any Employee. The right of the Company or a
member of the Participating Company Group to terminate any Employee shall not be
diminished or affected because any rights to purchase Shares have been granted
to such Employee.

         12.9     RIGHTS AS SHAREHOLDER. No Participant shall have any rights as
shareholder unless and until Shares have been issued to him or her.

         12.10 GOVERNMENTAL REGULATION. The Company's obligation to sell and
deliver Shares under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance, or sale of
such Shares.

         12.11 GENDER. When used herein, masculine terms shall be deemed to
include the feminine, except when the context indicates to the contrary.

         12.12 CONDITION FOR PARTICIPATION. As a condition to participation in
the Plan, Eligible Employees agree to be bound by the terms of the Plan
(including, without limitation, the notification requirements of Section 9.6)
and the determinations of the Committee.

         Executed this 2nd day of April, 2001.


                                       10

<PAGE>




                                                                   EXHIBIT 10.23

                                 MIRANT SERVICES

                              EMPLOYEE SAVINGS PLAN



<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                             <C>
ARTICLE I - PURPOSE...............................................................................................1

ARTICLE II - DEFINITIONS..........................................................................................1

   2.1 "Account" .................................................................................................1
   2.2 "Actual Contribution Percentage Test" .....................................................................1
   2.3 "Actual Deferral Percentage" ..............................................................................2
   2.4 "Actual Deferral Percentage Test" .........................................................................2
   2.5 "Affiliated Employer" .....................................................................................2
   2.6 "Aggregate Account" .......................................................................................2
   2.7 "Aggregation Group" .......................................................................................2
   2.8 "Annual Addition" .........................................................................................3
   2.9 "Average Actual Deferral Percentage" ......................................................................3
   2.10 "Average Contribution Percentage" ........................................................................3
   2.11 "Beneficiary" ............................................................................................3
   2.12 "Board of Managers" ......................................................................................3
   2.13 "Break-in-Service Date" ..................................................................................3
   2.14 "Code" ...................................................................................................3
   2.15 "Committee" ..............................................................................................4
   2.16 "Common Stock" ...........................................................................................4
   2.17 "Company" ................................................................................................4
   2.18 "Compensation" ...........................................................................................4
   2.19 "Contribution Percentage" ................................................................................4
   2.20 "Determination Date" .....................................................................................4
   2.21 "Determination Year" .....................................................................................5
   2.22 "Direct Rollover" ........................................................................................5
   2.23 "Discretionary Profit Sharing Contribution" ..............................................................5
   2.24 "Distributee" ............................................................................................5
   2.25 "Early Retirement Date" ..................................................................................5
   2.26 "Elective Employer Contribution" .........................................................................5
   2.27 "Eligible Employee" ......................................................................................5
   2.28 "Eligible Participant" ...................................................................................6
   2.29 "Eligible Retirement Plan" ...............................................................................6
   2.30 "Eligible Rollover Distribution" .........................................................................7
   2.31 "Employee" ...............................................................................................7
   2.32 "Employer Matching Contribution" .........................................................................7
   2.33 "Employing Company" ......................................................................................7
   2.34 "Enrollment Date" ........................................................................................7
   2.35 "ERISA" ..................................................................................................7
   2.36 "Excess Aggregate Contributions" .........................................................................7
   2.37 "Excess Deferral Amount" .................................................................................8
   2.38 "Excess Deferral Contributions" ..........................................................................8
   2.39 "Fixed Profit Sharing Contribution" ......................................................................8
   2.40 "Forfeiture" .............................................................................................8
   2.41 "Highly Compensated Employee" ............................................................................8
   2.42 "Hour of Service" ........................................................................................9
   2.43 "Investment Fund" ........................................................................................9
   2.44 "Key Employee" ...........................................................................................9
   2.45 "Limitation Year" ........................................................................................9
</TABLE>


                                        i

<PAGE>




<TABLE>
<S>                                                                                                             <C>
   2.46 "Look-Back Year" .........................................................................................9
   2.47 "Non-Highly Compensated Employee" ........................................................................9
   2.48 "Normal Retirement Date" .................................................................................9
   2.49 "One-Year Break in Service" ..............................................................................9
   2.50 "Participant" ............................................................................................9
   2.51 "Permissive Aggregation Group" ...........................................................................9
   2.52 "Plan" ...................................................................................................9
   2.53 "Plan Year" .............................................................................................10
   2.54 "Present Value of Accrued Retirement Income" ............................................................10
   2.55 "Required Aggregation Group" ............................................................................10
   2.56 "Rollover Contribution" .................................................................................10
   2.57 "SCEM" ..................................................................................................10
   2.58 "SCEM Plan" .............................................................................................10
   2.59 "Southern" ..............................................................................................10
   2.60 "Southern Affiliate" ....................................................................................10
   2.61 "Southern PCP" ..........................................................................................10
   2.62 "Southern ESOP" .........................................................................................10
   2.63 "Southern ESP" ..........................................................................................10
   2.64 "Southern Plans" ........................................................................................11
   2.65 "Southern Stock" ........................................................................................11
   2.66 "Southern Stock Fund" ...................................................................................11
   2.67 "Super-Top-Heavy Group" .................................................................................11
   2.68 "Surviving Spouse" ......................................................................................11
   2.69 "Suspense Account" ......................................................................................11
   2.70 "Top-Heavy Group" .......................................................................................11
   2.71 "Trust" or "Trust Fund" .................................................................................11
   2.72 "Trust Agreement" .......................................................................................11
   2.73 "Trustee" ...............................................................................................12
   2.74 "Valuation Date" ........................................................................................12
   2.75 "Voluntary Participant Contribution" ....................................................................12
   2.76 "Year of Service" .......................................................................................12

ARTICLE III - PARTICIPATION......................................................................................13

   3.1 Eligibility Requirements..................................................................................13
   3.2 Participation upon Reemployment...........................................................................13
   3.3 Change in Eligibility.....................................................................................13
   3.4 Loss of Eligible Employee Status..........................................................................13
   3.5 Rollovers from Other Plans................................................................................13
   3.6 Military Leave............................................................................................14
   3.7 Former Commonwealth Edison of Indiana Employees...........................................................14
   3.8 Former Commonwealth Energy System Employees...............................................................14
   3.9 Former Orange and Rockland Utilities, Inc. Employees......................................................15
   3.10 Former Pacific Gas & Electric Employees..................................................................15

ARTICLE IV - ELECTIVE EMPLOYER CONTRIBUTIONS AND VOLUNTARY PARTICIPANT CONTRIBUTIONS.............................16

   4.1 Elective Employer Contributions...........................................................................16
   4.2 Maximum Amount of Elective Employer Contributions.........................................................16
   4.3 Distribution of Excess Deferral Amounts...................................................................16
   4.4 Additional Rules Regarding Elective Employer Contributions................................................17
   4.5 Section 401(k) Nondiscrimination Tests....................................................................18
   4.6 Voluntary Participant Contributions.......................................................................19
   4.7 Manner and Time of Payment of Elective Employer Contributions and Voluntary Participant
       Contributions.............................................................................................21
</TABLE>


                                       ii

<PAGE>




<TABLE>
<S>                                                                                                              <C>
   4.8 Change in Contribution Rate...............................................................................21
   4.9 Change in Contribution Amount.............................................................................21

ARTICLE V - EMPLOYER CONTRIBUTIONS...............................................................................22

   5.1 Amount of Employer Matching Contributions.................................................................22
   5.2 Payment of Employer Matching Contributions................................................................22
   5.3 Limitations on Employer Matching Contributions and Voluntary Participant Contributions....................22
   5.4 Multiple Use Limitation...................................................................................25
   5.5 Fixed Profit Sharing Contribution.........................................................................25
   5.6 Discretionary Profit Sharing Contribution.................................................................25
   5.7 Reversion of Employing Company Contributions..............................................................26
   5.8 Correction of Prior Incorrect Allocations and Distributions...............................................26

ARTICLE VI - LIMITATIONS ON CONTRIBUTIONS........................................................................28

   6.1 Section 415 Limitations...................................................................................28
   6.2 Correction of Contributions in Excess of Section 415 Limits...............................................28

ARTICLE VII - SUSPENSION OF CONTRIBUTIONS........................................................................30

   7.1 Suspension of Contributions...............................................................................30
   7.2 Resumption of Contributions...............................................................................30

ARTICLE VIII - INVESTMENT OF CONTRIBUTIONS.......................................................................31

   8.1 Investment Funds..........................................................................................31
   8.2 Investment of Participant and Profit Sharing Contributions................................................31
   8.3 Investment of Employer Matching Contributions.............................................................31
   8.4 Investment of Earnings....................................................................................31
   8.5 Transfer of Assets between Funds..........................................................................31
   8.6 Change in Investment Direction............................................................................32
   8.7 Section 404(c) Plan.......................................................................................32
   8.8 Other Stock Investment Funds..............................................................................32
   8.9 Southern Stock Fund.......................................................................................32

ARTICLE IX - MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS.................................................33

   9.1 Establishment of Accounts.................................................................................33
   9.2 Valuation of Investment Funds.............................................................................33
   9.3 Rights in Investment Funds................................................................................33

ARTICLE X - VESTING..............................................................................................34

   10.1 Full Vesting.............................................................................................34
   10.2 Employer Matching Contributions and Profit Sharing Contributions.........................................34
   10.3 Forfeitures..............................................................................................34
   10.4 Buy-Back Procedures......................................................................................34
   10.5 Deemed Cash-out and Deemed Buy-back......................................................................35
   10.6 Vesting after One-Year Break in Service..................................................................35
   10.7 Vesting at Normal Retirement Date........................................................................36
   10.8 Vesting Upon Death.......................................................................................36

ARTICLE XI - WITHDRAWALS AND LOANS...............................................................................37

   11.1 Withdrawals by Participants..............................................................................37
   11.2 Notice of Withdrawal.....................................................................................38
   11.3 Form of Withdrawal.......................................................................................38
   11.4 Minimum Withdrawal.......................................................................................38
   11.5 Source of Withdrawal.....................................................................................38
   11.6 Requirement of Hardship..................................................................................38
   11.7 Loans to Participants....................................................................................40
</TABLE>


                                       iii

<PAGE>




<TABLE>
<S>                                                                                                              <C>
ARTICLE XII - DISTRIBUTION TO PARTICIPANTS.......................................................................43

   12.1 Distribution upon Retirement.............................................................................43
   12.2 Distribution upon Disability.............................................................................43
   12.3 Distribution upon Death..................................................................................44
   12.4 Designation of Beneficiary...............................................................................44
   12.5 Distribution upon Termination of Employment..............................................................45
   12.6 Commencement of Benefits.................................................................................45
   12.7 Transfer between Employing Companies.....................................................................45
   12.8 Distributions to Alternate Payees........................................................................46
   12.9 Requirement for Direct Rollovers.........................................................................46
   12.10 Consent and Notice Requirements.........................................................................47
   12.11 Form of Payment.........................................................................................47
   12.12 Partial Distribution upon Termination of Employment.....................................................47

ARTICLE XIII - ADMINISTRATION OF THE PLAN........................................................................48

   13.1 Membership of Committee..................................................................................48
   13.2 Acceptance and Resignation...............................................................................48
   13.3 Transaction of Business..................................................................................48
   13.4 Responsibilities in General..............................................................................48
   13.5 Committee as Name Fiduciary..............................................................................48
   13.6 Rules for Plan Administration............................................................................48
   13.7 Employment of Agents.....................................................................................49
   13.8 Co-Fiduciaries...........................................................................................49
   13.9 General Records..........................................................................................49
   13.10 Liability of the Committee..............................................................................49
   13.11 Reimbursement of Expenses and Compensation of Committee.................................................50
   13.12 Expenses of Plan and Trust Fund.........................................................................50
   13.13 Responsibility for Funding Policy.......................................................................50
   13.14 Management of Assets....................................................................................50
   13.15 Notice and Claims Procedures............................................................................50
   13.16 Bonding.................................................................................................51
   13.17 Multiple Fiduciary Capacities...........................................................................51
   13.18 Change in Administrative Procedures.....................................................................51

ARTICLE XIV - TRUSTEE OF THE PLAN................................................................................52

   14.1 Trustee..................................................................................................52
   14.2 Purchase of Common Stock.................................................................................52
   14.3 Voting of Common Stock...................................................................................52
   14.4 Voting of Other Investment Fund Shares...................................................................53
   14.5 Uninvested Amounts.......................................................................................53
   14.6 Independent Accounting...................................................................................53

ARTICLE XV - AMENDMENT AND TERMINATION OF THE PLAN...............................................................54

   15.1 Amendment of the Plan....................................................................................54
   15.2 Termination of the Plan..................................................................................54
   15.3 Merger or Consolidation of the Plan......................................................................54

ARTICLE XVI - TOP-HEAVY REQUIREMENTS.............................................................................55

   16.1 Top-Heavy Plan Requirements..............................................................................55
   16.2 Determination of Top-Heavy Status........................................................................55
   16.3 Minimum Allocation for Top-Heavy Plan Years..............................................................56
</TABLE>


                                       iv

<PAGE>




<TABLE>
<S>                                                                                                              <C>
ARTICLE XVII - GENERAL PROVISIONS................................................................................57

   17.1 Plan Not an Employment Contract..........................................................................57
   17.2 No Right of Assignment or Alienation.....................................................................57
   17.3 Payment to Minors and Others.............................................................................57
   17.4 Source of Benefits.......................................................................................58
   17.5 Unclaimed Benefits.......................................................................................58
   17.6 Governing Law............................................................................................58

ARTICLE XVIII - SPECIAL RULES FOR PARTICIPANTS FORMERLY EMPLOYED BY
                POTOMAC ELECTRIC POWER COMPANY...................................................................59

   18.1 Application..............................................................................................59
   18.2 Hours of Service.........................................................................................59
   18.3 Years of Service.........................................................................................59
   18.4 Rate of Employer Matching Contributions..................................................................59
   18.5 Acceptance of Trust-to-Trust Transfer....................................................................59
   18.6 In-Service Withdrawals...................................................................................60
   18.7 Sunset of Transferred Pepco Stock........................................................................60
   18.8 Loans from Pepco Transferred Accounts....................................................................60

ARTICLE XIX - SPECIAL RULES FOR PARTICIPANTS FORMERLY EMPLOYED BY THE
              SOUTHERN COMPANY...................................................................................61

   19.1 Application..............................................................................................61
   19.2 Hours of Service.........................................................................................61
   19.3 Years of Service.........................................................................................61
   19.4 Acceptance of Trust-to-Trust Transfer....................................................................61
   19.5 In-Service Withdrawals...................................................................................62
   19.6 Loans from Southern Transferred Accounts.................................................................62

ARTICLE XX - SPECIAL RULES FOR PARTICIPANTS FORMERLY EMPLOYED BY
             SOUTHERN COMPANY ENERGY MARKETING, L.P..............................................................63

   20.1 Application..............................................................................................63
   20.2 Definitions..............................................................................................63
   20.3 Hours of Service.........................................................................................63
   20.4 Years of Service.........................................................................................63
   20.5 Acceptance of Trust-to-Trust Transfer....................................................................63
   20.6 In-Service Withdrawals...................................................................................64
   20.7 Loans from SCEM Transferred Accounts.....................................................................66
   20.8 Vastar Transferred Accounts..............................................................................66
   20.9 In-Service Withdrawals from Vastar Savings and Capital Accumulation Transferred Accounts.................66

APPENDIX A - ELIGIBLE EMPLOYEES..................................................................................68

APPENDIX B - EMPLOYING COMPANIES.................................................................................69
</TABLE>


                                        v

<PAGE>




                                 MIRANT SERVICES
                              EMPLOYEE SAVINGS PLAN

                             Effective April 2, 2001

                                    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 provide a means
for becoming a shareholder in 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 be a stock
bonus plan, and all contributions made by an Employing Company to this Plan are
expressly conditioned upon the deductibility of such contributions under Code
Section 404. This Plan is an amendment and restatement of the Southern Energy
Resources Employee Savings Plan, originally effective December 19, 2000. This
amended and restated Plan incorporates the provisions of the Southern Company
Energy Marketing Employee Savings Plan (plan number 001), originally effective
January 1, 1998 and subsequently amended, which plan is hereby merged into this
Plan as of April 2, 2001. The SCEM Plan shall cease to be a separate plan
effective April 2, 2001.

                                   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 Contribution Percentage Test" shall mean the test
described in Section 5.3(a).

         2.3      "Actual Deferral Percentage" shall mean the ratio (expressed
as a percentage) of Elective Employer Contributions on



<PAGE>




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.

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

         2.5 "Affiliated Employer" shall mean an Employing Company and (a) any
corporation which 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) which is under common control
(as defined in Section 414(c) of the Code) with such Employing Company, (c) any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Section 414(m) of the Code) which 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).

         2.6      "Aggregate Account" shall mean with respect to a Participant
as of the Determination Date, the sum of the following:

                  (a)      the Account balance of such Participant as of the
         most recent valuation occurring within a twelve-month period ending on
         the Determination Date;

                  (b)      an adjustment for any contributions due as of the
         Determination Date;

                  (c) any Plan distributions, including unrelated rollovers and
         plan-to-plan transfers (ones which are both initiated by the Employee
         and made from a plan maintained by one employer to a plan maintained by
         another employer), but not related rollovers or plan-to-plan transfers
         (ones either not initiated by the Employee or made to a plan maintained
         by the same employer), made within the Plan Year that includes the
         Determination Date or within the four preceding Plan Years, and
         distributions made under a terminated plan which if it had not been
         terminated would have been required to be included in an Aggregation
         Group;

                  (d)      any Employee contributions, whether voluntary or
         mandatory; and

                  (e)      related rollovers and plan-to-plan transfers to this
         Plan.

         2.7      "Aggregation Group" shall mean either a Required Aggregation
Group or a Permissive Aggregation Group.


                                        2

<PAGE>




         2.8 "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,

                  (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.

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

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

         2.11 "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.

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

         2.13     "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.


                                        3

<PAGE>




         2.14 "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.

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

         2.16     "Common Stock" shall mean the common stock of Mirant
Corporation.

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

         2.18 "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 amounts contributed by an Affiliated
Employer to a Code Section 125 cafeteria plan sponsored by an Affiliated
Employer, on behalf of a Participant pursuant to a salary reduction arrangement
under such plan, plus monthly shift and monthly seven-day schedule differentials
and before deduction of taxes, social security, etc. Compensation shall exclude
all awards under any incentive pay plans sponsored by an Affiliated Employer
includible as gross income, bonuses, regular overtime pay, any hourly shift
differentials, substitution pay, such amounts which 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.

         The Compensation of each Participant taken into account for purposes of
this Plan shall not exceed $170,000 (as adjusted pursuant to Code Section
401(a)(17)). If a determination period consists of fewer than twelve (12)
months, the annual Compensation limit under Code Section 401(a)(17) shall be
multiplied by a fraction, the numerator of which is the number of months in the
determination period and the denominator of which is twelve (12).

         2.19 "Contribution Percentage" shall mean the ratio (expressed as a
percentage), of the sum of the Voluntary Participant Contributions and Employer
Matching Contributions under the Plan on behalf of the 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 Contribution 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 individual is an Eligible Participant, provided that such election
is applied uniformly to all Eligible Participants for the Plan Year. The
Contribution Percentage of an Eligible Participant who does not make Voluntary
Participant Contributions or have Employer Matching Contributions made on his
behalf shall be zero.

         2.20 "Determination Date" shall mean with respect to a Plan Year, the
last day of the preceding Plan Year.


                                        4

<PAGE>




         2.21     "Determination Year" shall mean the Plan Year being tested.

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

         2.23 "Discretionary Profit Sharing Contribution" shall mean the
Employing Company contribution made to the Accounts of Eligible Participants
under Section 5.6.

         2.24 "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.

         2.25 "Early Retirement Date" shall mean the first day of any month
following the later of a Participant's fiftieth (50th) birthday or completion of
ten (10) Years of Service.

         2.26 "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.

         2.27 "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 designated as eligible on an Appendix A attached hereto, other than:

                  (a) An Employee who is treated as such solely by reason of the
         "leased employee" rules of Code Section 414(n) such that, pursuant to
         an agreement between an Employing Company and any other person, such
         individual has performed services for the Employing Company (or the
         Employing Company and related persons as described in Code Section
         414(n)(6)) on a substantially full-time basis for a period of at least
         one year and such services were performed under the primary direction
         or control of the Employing Company;

                  (b) An Employee who is represented by a collective bargaining
         agent unless the representatives of his bargaining unit and the
         Employing Company mutually agree to participation in the Plan subject
         to its terms by members of his bargaining unit;

                  (c)      An individual who is classified by the Employing
         Company as a temporary employee or an independent contractor,
         regardless of whether such classification is in error. Any individual
         classified by the Employing Company as a temporary employee shall


                                        5

<PAGE>




         be excluded from the Plan, regardless of any prior inclusion in the
         Plan and regardless of whether the "temporary employee" classification
         is determined to be in error; or

                  (d) An individual or Employee who has voluntarily waived
         participation in the Plan for any reason, including any individual or
         Employee who has waived benefits upon employment by the Employing
         Company.

         2.28     "Eligible Participant" shall mean:

                  (a) In the context of Elective Employer Contributions,
         Voluntary Participant Contributions or Employer Matching Contributions,
         an Eligible Employee who is authorized to have Elective Employer
         Contributions, Voluntary Participant Contributions or Employer Matching
         Contributions allocated to his Account for the Plan Year.

                  (b) In the context of Fixed Profit Sharing Contributions or
         Discretionary Profit Sharing Contributions an Eligible Employee who is
         authorized to have Fixed Profit Sharing Contributions or Discretionary
         Profit Sharing Contributions allocated to his Account for the Plan
         Year, however, in such context, the term "Eligible Employee" shall
         exclude:

                           (1) an Employee who was actively employed by an
                  Employing Company or a Southern Affiliate on December 31, 1996
                  who will have attained his fortieth (40th) birthday on or
                  before January 1, 2002; and

                           (2)      an Employee who is described in Section 3.9,
                  3.10 or Article XVIII of the Plan.

                  (c)      Notwithstanding subsections 2.28(b)(1) and (2), if an
         Employee who is described in Section 2.28(b)(1) or Section 3.10:

                           (1) terminates employment with either an "employing
                  company," as that term is defined in the Mirant Services
                  Pension Plan, or Mirant Mid-Atlantic Services, LLC; or

                           (2) transfers to employment with an Affiliated
                  Employer who is not an "employing company," as that term is
                  defined in the Mirant Services Pension Plan, or Mirant
                  Mid-Atlantic Services, LLC,

         and is subsequently rehired by either an "employing company," as that
         term is defined in the Mirant Services Pension Plan, or Mirant
         Mid-Atlantic Services, LLC, such Employee shall be an "Eligible
         Employee" for purposes of Section 2.28(b).

         2.29 "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, or a qualified trust described in Section 401(a) of
the Code that accepts the


                                        6

<PAGE>




Distributee's Eligible Rollover Distribution. However, in the case of an
Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement
Plan is an individual retirement account or individual retirement annuity.

         2.30 "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
includible in gross income (determined without regard to the exclusion from net
unrealized appreciation with respect to employer securities); and (d) any
hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code.

         2.31 "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).

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

         2.33 "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 adopt the Plan,
and any successor of them. The Employing Companies are set forth on Appendix B
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.

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

         2.35 "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 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.

         2.36 "Excess Aggregate Contributions" shall mean the amount referred to
in Code Section 401(m)(6)(B) with respect to a Participant. In no event may the
Excess Aggregate Contributions for any Highly Compensated Employee exceed the
amount of the Employer Matching Contributions or Voluntary Participant
Contributions made on behalf of the Highly Compensated Employee for the Plan
Year.


                                        7

<PAGE>




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

         2.38 "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).

         2.39 "Fixed Profit Sharing Contribution" shall mean the Employing
Company contribution made to the Accounts of Eligible Participants under Section
5.5.

         2.40 "Forfeiture" shall mean that portion of a Participant's Account
which is forfeitable as determined under the vesting schedule set forth in
Article X hereof. 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.

         2.41 "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: (1) 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 (2) any Employee who earned more than $85,000 in the
preceding Plan Year. The $85,000 amount shall be adjusted for inflation and for
short Plan Years, pursuant to Code Section 414(q). The Employer may, at its
election, limit Employees earning more than $85,000 to only those Employees who
fall 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. 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.


                                        8

<PAGE>




         2.42 "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.

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

         2.44 "Key Employee" shall mean any Employee or former Employee (and his
Beneficiary) who is a key employee within the meaning of Code Section 416(i)(1).

         2.45     "Limitation Year" shall mean the Plan Year.

         2.46     "Look-Back Year" shall mean the Plan Year preceding the
Determination Year.

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

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

         2.49 "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.

         2.50 "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, (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, and (d) an Employee or
former Employee for whom a Southern Stock Fund is maintained under the Plan.

         2.51 "Permissive Aggregation Group" shall mean a group of plans
consisting of the Required Aggregation Group and, at the election of the
Affiliated Employers, such other plan or plans not required to be included in
the Required Aggregation Group, provided the resulting group, taken as a whole,
would continue to satisfy the provisions of Code Section 401(a)(4) or 410.

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


                                        9

<PAGE>




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

         2.54 "Present Value of Accrued Retirement Income" shall mean an amount
determined solely for the purpose of determining if the Plan, or any other plan
included in a Required Aggregation Group of which the Plan is a part, is top
heavy in accordance with Code Section 416.

         2.55 "Required Aggregation Group" shall mean those plans that are
required to be aggregated as determined under this Section 2.55. In determining
a Required Aggregation Group hereunder, each plan of the Affiliated Employers in
which a Key Employee is a participant and each other plan of the Affiliated
Employers which enables any plan in which a Key Employee participates to meet
the requirements of Code Section 410 or 401(a)(4) will be required to be
aggregated.

         2.56 "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.

         2.57     "SCEM" shall mean Southern Company Energy Marketing, L.P.

         2.58     "SCEM Plan" shall mean the Southern Company Energy Marketing
Employee Savings Plan.

         2.59     "Southern" shall mean the Southern Company or any successor
thereto.

         2.60 "Southern Affiliate" shall mean Southern and (a) any corporation
which is a member of a controlled group of corporations (as defined in Section
414(b) of the Code) which includes Southern, (b) any trade or business (whether
or not incorporated) which is under common control (as defined in Section 414(c)
of the Code) with Southern, (c) any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Section 414(m)
of the Code) which includes Southern, and (d) any other entity required to be
aggregated with Southern pursuant to regulations under Section 414(o) of the
Code.

         2.61     "Southern PSP" shall mean the Southern Company Performance
Sharing Plan.

         2.62     "Southern ESOP" shall mean the Southern Company Employee Stock
Ownership Plan.

         2.63     "Southern ESP" shall mean the Southern Company Employee
Savings Plan.


                                       10

<PAGE>




         2.64     "Southern Plans" shall mean the Southern ESOP, the Southern
ESP and the Southern PSP, collectively.

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

         2.66 "Southern Stock Fund" shall mean the fund established to hold
Southern Stock as described in Section 8.9.

         2.67 "Super-Top-Heavy Group" shall mean an Aggregation Group that would
be a Top-Heavy Group if 90% were substituted for 60% in Section 2.70.

         2.68 "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.

         2.69 "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.

         2.70     "Top-Heavy Group" shall mean an Aggregation Group in which, as
of the Determination Date, the sum of:

                  (a)      the Present Value of Accrued Retirement Income of Key
         Employees under all defined benefit plans included in that group, and

                  (b)      the Aggregate Accounts of Key Employees under all
         defined contribution plans included in the group,

exceeds 60% of a similar sum determined for all employees.

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

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


                                       11

<PAGE>




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

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

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

         2.76 "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 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 2.76 to the contrary, an
Employee shall not receive credit for more than one Year of Service with respect
to any twelve-consecutive-month period.


                                       12

<PAGE>




                                   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 individual who is
or becomes an Eligible Employee on April 2, 2001 shall become a Participant on
April 2, 2001. Each other Eligible Employee shall become a Participant as of the
first Enrollment Date coincident with or first following the date he becomes an
Eligible Employee. 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 Bargaining Unit 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 of a former
employer under circumstances meeting the requirements of Section 402(c)(4) of
the Code relating to eligible rollover distributions from qualified retirement
plans may elect to deposit all or any portion (as designated by such Eligible
Employee) of the amount of such distribution as a Rollover Contribution to this
Plan. A Rollover Contribution may be made only within 60 days following the date
the Eligible Employee receives the distribution from the plan of his former
employer (or within such additional period as may be provided under Section 408
of the Code if


                                       13

<PAGE>




the Eligible Employee shall have made a timely deposit of the distribution in an
individual retirement account).

         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 of the
former employer and compliance with any applicable provisions of the Code
relating to such contributions. The amount contributed to 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.

         3.7 Former Commonwealth Edison of Indiana Employees. Notwithstanding
any other provision of the Plan to the contrary, any former employee of
Commonwealth Edison of Indiana who was employed by an Employing Company or
Southern Affiliate prior to April 1, 1998 and is set forth on an approved
schedule of employees, shall be entitled for vesting purposes hereunder to years
of vesting service accrued under the Commonwealth Edison Company of Indiana
Service Annuity System Plan on or after January 1, 1997, in addition to any
Years of Service accrued under this Plan. Notwithstanding Section 2.28(b), such
former employees of Commonwealth Edison of Indiana shall not be considered
Eligible Participants for allocation of Fixed Profit Sharing Contributions under
Section 5.5. Notwithstanding the foregoing, if a former employee of Commonwealth
Edison of Indiana (1) terminates employment with either an "employing company,"
as that term is defined in the Mirant Services Pension Plan, or Mirant
Mid-Atlantic Services, LLC, or transfers to employment with an Affiliated
Employer who is not an "employing company," as that term is defined in the
Mirant Services Pension Plan, or Mirant Mid-Atlantic Services, LLC, and is
subsequently rehired by either an "employing company," as that term is defined
in the Mirant Services Pension Plan, or Mirant Mid-Atlantic Services, LLC, such
former employee of Commonwealth Edison of Indiana shall be considered an
Eligible Participant for allocation of Fixed Profit Sharing Contributions under
Section 5.5.

         3.8 Former Commonwealth Energy System Employees. Notwithstanding any
other provision of the Plan to the contrary, with respect to a former employee
of the Commonwealth Energy System who is employed by an Employing Company and is
set forth on an approved schedule of employees, such employee shall be entitled,
for vesting purposes hereunder, to years of vesting service accrued under the
Pension Plan for Employees of Commonwealth Energy System and Subsidiary
Companies on or after January 1, 1997, in addition to any Years of Service
accrued under this Plan.


                                       14

<PAGE>




         3.9 Former Orange and Rockland Utilities, Inc. Employees.
Notwithstanding any other provision of the Plan to the contrary, former
employees of Orange and Rockland Utilities, Inc. who are employed by an
Employing Company and who are set forth on a schedule of employees acknowledged
by the Committee, shall not be considered Eligible Participants for allocation
of Fixed Profit Sharing Contributions and Discretionary Profit Sharing
Contributions. Such employees shall be entitled, for vesting purposes hereunder,
to years of vesting service accrued under the Employees' Retirement Plan of
Orange and Rockland Utilities, Inc. on or after January 1, 1997, in addition to
any Years of Service accrued under this Plan.

         3.10 Former Pacific Gas & Electric Employees. Notwithstanding any other
provision of the Plan to the contrary, with respect to a former employee of
Pacific Gas & Electric who is employed by an Employing Company and is set forth
on an approved schedule of employees, such employee shall be entitled, for
vesting purposes hereunder, to years of vesting service accrued under the
Pacific Gas and Electric Company Retirement Plan on or after January 1, 1997, in
addition to any Years of Service accrued under this Plan.

                                       15

<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 by a
whole percentage of his Compensation, which percentage shall not be less than
one percent (1%) nor more than nineteen percent (19%) of his Compensation, 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.


                                       16

<PAGE>




                  (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:

                           (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.


                                       17

<PAGE>




                  (c) Except as required under 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:

                           (1)      the separation from service, death or
                  disability of the Participant;

                           (2)      the attainment of age 59 1/2 by 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 which 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
                  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.


                                       18

<PAGE>




                           At the election of the Committee, 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). Notwithstanding the foregoing, for
                  the 2000 Plan Year, the Average Actual Deferral Percentage of
                  Non-Highly Compensated Employees shall be deemed to be three
                  percent (3%) or, if the Committee elects in accordance with
                  Code Section 401(k)(3)(E), the actual Average Actual Deferral
                  Percentage of Non-Highly Compensated Employees for the 2000
                  Plan Year.

                  (b)      Distribution of Excess Deferral Contributions.

                           (1) In General. The Excess Deferral Contributions for
                  a Highly Compensated Employee for a Plan Year which 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 Contribution relate) or distributed, as
                  directed by the Committee, to the extent permitted by
                  applicable law.


                                       19

<PAGE>




                           (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:

                                    (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).


                                       20

<PAGE>




                           (2) In the event that this Plan satisfies the
                  requirements of Code Section 401(k), Code Section 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), Code Section 401(a)(4), 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 consisting of any whole percentage of his Compensation,
which percentage is not less than one percent (1%) nor more than nineteen
percent (19%) of his Compensation. The maximum Voluntary Participant
Contribution shall be reduced by the percent, if any, which 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
on a monthly basis. 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.


                                       21

<PAGE>




                                    ARTICLE V
                             EMPLOYER CONTRIBUTIONS

         5.1 Amount of Employer Matching Contributions. Subject to the
provisions of Section 6.1 and 6.2, each Employing Company shall contribute an
Employer Matching Contribution on behalf of each Participant in its employ who
meets the eligibility requirements of Section 3.1. The amount of the Employer
Matching Contribution shall be equal to seventy-five percent (75%) of a
Participant's Elective Employer Contributions and Voluntary Participant
Contributions during each payroll period, however, for purposes of such Employer
Matching Contributions, the total of Elective Employer Contributions and
Voluntary Participant Contributions in excess of six percent (6%) of the
Participant's Compensation for such payroll period shall not be considered. If,
as determined as of the end of a Plan Year, a Participant received Employer
Matching Contributions on a total of Elective Employer Contributions and
Voluntary Participant Contributions which is less than six percent (6%) of his
Compensation 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. However, such additional Employer
Matching Contribution will not be based on a total of Elective Employer
Contributions and Voluntary Participant Contributions in excess of six percent
(6%) of his Compensation 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      Limitations on Employer Matching Contributions and Voluntary
Participant Contributions.

                  (a) Actual Contribution Percentage Test. The Plan shall
         satisfy the nondiscrimination test of Section 401(m) of the Code, under
         which the Average Contribution Percentage for Eligible Participants
         shall not exceed either subsection 5.3(a)(1) or (2) as follows:

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

                           (2) The Average Contribution Percentage for Eligible
                  Participants who are Highly Compensated Employees in the
                  current Plan Year shall not exceed the Average Contribution
                  Percentage for Eligible Participants who were Non-Highly
                  Compensated Employees in the prior Plan Year multiplied by two
                  (2), provided that the Average Contribution Percentage for
                  Eligible Participants who are Highly Compensated Employees is
                  in the current Plan Year does not exceed the Average
                  Contribution Percentage for the prior Plan Year for Eligible
                  Participants who were


                                       22

<PAGE>




                  Non-Highly Compensated Employees in the prior Plan Year by
                  more than two (2) percentage points.

                           At the election of the Committee, the current year
                  Average Contribution Percentage for current year Non-Highly
                  Compensated Employees may be substituted for the prior year
                  Average Contribution Percentage. However, once an election is
                  made to utilize such current year Average Contribution
                  Percentage in determining the Actual Contribution Percentage,
                  the Committee may not revoke such election without the
                  approval of the Internal Revenue Service, to the extent
                  required under Code Section 401(m)(2)(A). Notwithstanding the
                  foregoing, for the 2000 Plan Year the Average Contribution
                  Percentage of Non-Highly Compensated Employees shall be deemed
                  to be three percent (3%) or, if the Committee elects in
                  accordance with Code Section 401(m)(3), the actual Average
                  Contribution Percentage of Non-Highly Compensated Employees
                  for the 2000 Plan Year.

                  (b)      Distribution of Excess Aggregate Contributions.

                           (1) In General. The Excess Aggregate Contributions
                  for Highly Compensated Employees for a Plan Year which are to
                  be distributed shall be distributed such that the Highly
                  Compensated Employee with the highest amount of Employer
                  Matching Contributions and Voluntary Participant Contributions
                  shall be reduced to the extent required to:

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

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

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

                           Excess Aggregate Contributions, plus any income and
                  minus any loss allocable thereto, shall be distributed (or, if
                  forfeitable, forfeited) 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 following Plan Year, to Participants to whose Accounts
                  such Excess Aggregate Contributions were allocated for the
                  Plan Year. Excess Aggregate Contributions shall be treated as
                  Annual Additions.


                                       23

<PAGE>




                           (2) Determination of Income or Loss. Excess Aggregate
                  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 Aggregate
                  Contributions is the sum of:

                                    (A) income or loss allocated to the
                           Participant's Account attributable to Voluntary
                           Participant Contributions and Employer Matching
                           Contributions to be distributed for the Plan Year
                           multiplied by a fraction, the numerator of which is
                           the Participant's Excess Aggregate Contributions for
                           the year and the denominator of which is the
                           Participant's Account balance attributable to
                           Voluntary Participant Contributions and Employer
                           Matching 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 (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 Aggregate 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) Accounting for Excess Aggregate Contributions.
                  Excess Aggregate Contributions shall be distributed first from
                  Voluntary Participant Contributions allocated to the
                  Participant's Account and any corresponding Employer Matching
                  Contributions shall also be forfeited and then, if necessary,
                  distributed from the remaining Employer Matching Contributions
                  allocated to the Participant's Account.

                  (c)      Special Rules.

                           (1) The Contribution Percentage for any Eligible
                  Participant who is a Highly Compensated Employee for the Plan
                  Year and who is eligible to make voluntary participant
                  contributions, to receive employer matching contributions, or
                  to make deferral contributions under two or more plans
                  described in Section 401(a) of the Code or arrangements
                  described in Section 401(k) of the Code that are maintained by
                  an Affiliated Employer shall be determined as if all such
                  contributions were made under a single plan.

                           (2) In the event that this Plan satisfies the
                  requirements of Code Section 401(m), 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


                                       24

<PAGE>




                  401(m), 401(a)(4), or 410(b) only if aggregated with this
                  Plan, then the contribution percentages shall be determined as
                  if all such plans were a single plan.

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

         5.4 Multiple Use Limitation. If both the Average Actual Deferral
Percentage and the Average Contribution Percentage of the Highly Compensated
Employees exceed 1.25 of the Average Actual Deferral Percentage and the Average
Contribution Percentage of the Non-Highly Compensated Employees and if one or
more Highly Compensated Employees makes Elective Employer Contributions and
receives Employer Matching Contributions, and the sum of the Actual Deferral
Percentage and Actual Contribution Percentage of those Highly Compensated
Employees subject to either or both test exceed the aggregate limit as defined
in Treasury Regulation Section 1.401(m)-2, then the Employer Matching
Contribution of those Highly Compensated Employees who participate in the cash
or deferred arrangement will be reduced (beginning with such Highly Compensated
Employees whose Employer Matching Contribution is the highest) so that the
aggregate limit is not exceeded. For purposes of determining if the aggregate
limit has been exceeded, the Actual Deferral Percentage and the Contribution
Percentage of the Highly Compensated Employees shall be determined after any
corrections required to meet the Actual Deferral Percentage Test and the Actual
Contribution Percentage Test.

         5.5 Fixed Profit Sharing Contribution. Each Employing Company shall
make a Fixed Profit Sharing Contribution to the Accounts of Eligible
Participants for each payroll period equal to three percent (3%) of such
Eligible Participants' Compensation during such payroll period. The Fixed Profit
Sharing Contribution shall be made without regard to the current or accumulated
net profits of the Employing Company. Compensation for purposes of this Section
5.5 shall mean a Participant's Compensation hereunder plus any short-term
incentive pay awarded under the Mirant Corporation Omnibus Incentive
Compensation Plan. The Fixed Profit Sharing Contribution shall be allocated
among the Accounts of Eligible Participants in proportion to the ratio that the
Compensation of an Eligible Participant during the payroll period for which such
Fixed Profit Sharing Contribution relates to the Compensation of all Eligible
Participants during such payroll period. Fixed Profit Sharing Contributions
shall be paid to the Trustee as soon as practicable after the expiration of each
calendar quarter for which such Fixed Profit Sharing Contribution relates, but
in any event not later than the time prescribed by law for filing the federal
income tax return of the Employing Company, including extensions, for the
taxable year of the payroll period in question.

         5.6 Discretionary Profit Sharing Contribution. In addition to the Fixed
Profit Sharing Contribution, each Employing Company may, in its sole and
absolute discretion, make an annual Discretionary Profit Sharing Contribution to
the Accounts of Eligible Participants who 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 5.6, and may be made without


                                       25

<PAGE>




regard to the current or accumulated net profits of the Employer. Compensation
for purposes of this Section 5.6 shall mean a Participant's Compensation
hereunder plus any short-term incentive pay awarded under the Mirant Corporation
Omnibus Incentive Compensation Plan. The Discretionary Profit Sharing
Contribution shall be allocated among the Accounts of Eligible Participants who
are Eligible Employees during the Plan Year for which such Discretionary Profit
Sharing Contribution relates in proportion to the ratio that the Compensation of
an Eligible Participant during the Plan Year bears to the Compensation of all
such Eligible Participants during the Plan Year. 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.

         5.7      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 which 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
         contribution 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 5.7(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 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.

         5.8 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


                                       26

<PAGE>




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.


                                       27

<PAGE>




                                   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)      twenty-five percent (25%) of the
                  Participant's compensation in the Limitation Year; or

                           (2)      $35,000 (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) 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;

                  (b) 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;

                  (c)      forfeiture of that portion, or all, of the Employer
         Matching Contributions (as adjusted for income and loss) as is
         necessary to ensure compliance with Section 6.1; and

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


                                       28

<PAGE>




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


                                       29

<PAGE>




                                   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.


                                       30

<PAGE>



                                  ARTICLE VIII
                           INVESTMENT OF CONTRIBUTIONS

         8.1 Investment Funds. The Investment Funds shall be selected from time
to time by the Mirant Services Investment Review Committee (the "Investment
Review Committee"). In addition to such other Investment Funds selected by the
Investment Review Committee, the Investment Funds shall include the "Company
Stock Fund." The Company Stock Fund shall be invested and reinvested in Common
Stock, provided that funds applicable to the purchase of Common Stock pending
investment of such funds may be temporarily invested in short-term United States
Government obligations, other obligations guaranteed by the United States
Government, commercial paper, or certificates of deposit, and, if the Trustee so
determines, may be transferred to money market funds utilized by the Trustee for
qualified employee benefit trusts.

         8.2 Investment of Participant and Profit Sharing 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 8.6, that his Elective Employer Contributions, Voluntary
Participant Contribution, Fixed Profit Sharing Contributions and Discretionary
Profit Sharing 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 Employer Matching Contributions. Employer Matching
Contributions shall be invested entirely in the Company Stock Fund and shall
remain invested in the Company Stock Fund until such time that the Participant
elects to invest all or a portion of the amount credited to his Employer
Matching Contribution subaccount in any of the Investment Funds under this Plan
as provided in Section 8.5.

         Notwithstanding the foregoing, any amounts attributable to employer
matching contributions, which are transferred to this Plan pursuant to a
trust-to-trust transfer, shall not be invested in the Company Stock Fund but
shall instead be invested at the Participant's direction. If no such direction
is provided, such transferred amount shall be invested in accordance with
procedures established by the Investment Review Committee.

         8.4 Investment of Earnings. Subject to Section 8.8, interest,
dividends, if any, and other distributions received by the Trustee with respect
to an Investment Fund shall be reinvested in such Investment Fund.

         8.5 Transfer of Assets between Funds. A Participant may direct in
accordance with the provisions of this Section 8.5 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.


                                       31


<PAGE>





          8.6 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 of 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.

         8.7 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. Further the Investment Review Committee shall take such actions as
it deems necessary or appropriate in its discretion to (a) ensure that
confidentiality procedures with respect to a Participant's ownership of Common
Stock and the exercise of ownership rights with respect to such Common Stock are
adequate and utilized, and (b) appoint an independent fiduciary to carry out
such actions as the Investment Review Committee determines involve the potential
for undue influence on Participants with regard to the direct or indirect
exercise of shareholder rights with respect to Common Stock.

         8.8 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 which 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 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 which 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 8.8 shall be invested pursuant to the Participant's
direction under Section 8.2 hereof.

         8.9 Southern Stock Fund. All Southern Stock received by the Plan
pursuant to Section 9.1(b) shall be held in a Participant's 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
which includes the five-year anniversary of the date Southern Stock is first
held in the Southern Stock Fund. Any Southern Stock which remains in a
Participant's Investment Fund on such date shall be reinvested as determined by
the Investment Review Committee.


                                       32



<PAGE>





                                   ARTICLE IX
               MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS

         9.1      Establishment of Accounts.

                  (a) 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, Fixed Profit Sharing
         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.

                  (b) Upon the transfer to the Plan of Southern Stock from the
         Southern Plans or the SCEM Plan, a "Southern Stock Account" subaccount
         shall be established to reflect a Participant's interest in the Plan
         attributable to the Southern Stock so transferred. In addition,
         subaccounts to the Southern Stock Account shall be established to
         reflect the character of the Southern Stock Account as Elective
         Employer Contributions, Voluntary Participant Contributions, Employer
         Matching Contributions, Transferred ESOP Accounts, and Rollover
         Contributions.

                  (c) Upon the transfer to the Plan of Common Stock from the
         Southern Plans or the SCEM Plan, a "Transferred Common Stock Account"
         subaccount shall be established to reflect a Participant's interest in
         the Plan attributable to the Common Stock so transferred.

         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 or the right to instruct the Trustee
how to vote Common Stock as provided in Section 14.3.


                                       33


<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 and Rollover Contributions made to their Accounts.

         10.2 Employer Matching Contributions and Profit Sharing Contributions.
A Participant's nonforfeitable percentages of Employer Matching Contributions,
Fixed Profit Sharing Contributions and 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 the following schedules:

     Employer Matching Contributions and Fixed Profit Sharing Contributions

<TABLE>
<CAPTION>
       Completed                   Nonforfeitable                 Forfeitable
   Years of Service                  Percentage                    Percentage
   ----------------                --------------                 -----------
<S>                                <C>                            <C>
   Less than 1                           0%                           100%
   1 but less than 2                  33.3%                          66.6%
   2 but less than 3                  66.6%                          33.3%
   3 or more                           100%                             0%
</TABLE>

         Notwithstanding the foregoing, each Participant who is an Eligible
Employee on April 2, 2001 shall at all times be one-hundred percent (100%)
vested in all Employer Matching Contributions.

                   Discretionary Profit Sharing Contributions


<TABLE>
<CAPTION>
       Completed                   Nonforfeitable                 Forfeitable
   Years of Service                  Percentage                    Percentage
   ----------------                --------------                 -----------
<S>                                <C>                            <C>
      Less than 3                        0%                           100%
      3 or more                        100%                             0%
</TABLE>

         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 and 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 Procedures. 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


                                       34



<PAGE>





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 any 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) 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.

         10.5 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
an subsequent gains or losses. The permissible sources for restoration of
accrued benefits are subsequent (a) income or gain to the Plan; (b) Forfeitures;
or (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 the terminated Participant 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 the terminated Participant 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.


                                       35


<PAGE>





                  (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 Date. Notwithstanding Section 10.2, a
Participant shall become one hundred percent (100%) vested in his Account
balance upon his Normal Retirement Date 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.


                                       36



<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 listed below.

                           (1) All or a portion of the value of his Account
                  attributable to Voluntary Participant Contributions (not
                  including any earnings or appreciation thereon) made prior to
                  January 1, 1987;

                           (2) All amounts described above, plus all or a
                  portion of the value of his Account attributable to Voluntary
                  Participant Contributions, plus a ratable portion of the
                  earnings and/or appreciation on such Voluntary Participant
                  Contributions;

                           (3)      All amounts described above, plus all or a
                  portion of the value of his Account attributable to Rollover
                  Contributions (including earnings and appreciation thereon);

                           (4) All amounts described above, plus the value of
                  his Transferred ESOP Account as described in Section 19.4(f);
                  provided, however, that the amount in his Transferred ESOP
                  Account attributable to funds which had been held in the
                  Southern ESOP for less than two years may not be distributed
                  until the first day of the month following the two-year
                  anniversary of the date such funds were contributed to the
                  Southern ESOP;

                           (5) All amounts described above, plus the value of
                  his Transferred Common Stock Account as described in Section
                  19.4(g); provided, however, that the amount in his Transferred
                  Common Stock Account attributable to Common Stock that was
                  distributed on Southern Stock which had been held in the
                  Southern ESOP for less than two years may not be distributed
                  until the first day of the month following the two-year
                  anniversary of the date such Southern Stock was contributed to
                  the Southern ESOP;

                           (6) All amounts described above, plus up to fifty
                  percent (50%) of the value of his account attributable to
                  Employer Matching Contributions (including earnings and
                  appreciation thereon) allocated to his Account; provided,
                  however, that said Participant shall have participated in the
                  Plan for not less than sixty (60) months at the time of
                  withdrawal;

                           (7)(A) For Participants who have not 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)), all
                  amounts described above, plus all or a portion of the value


                                       37


<PAGE>





                  of his Account attributable to Elective Employer Contributions
                  (not including any earnings or appreciation thereon); and

                           (B) For Participants who have 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)), all amounts
                  described above, plus all or a portion of the value of his
                  Account attributable to Elective Employer Contributions and
                  any earnings or appreciation thereon.

                  (b) For purposes of this Section 11.1, any individual who
         becomes a Participant solely because a Southern Stock Fund is
         established on behalf of such individual shall be treated as
         participating in the Plan as of the date such Southern Stock Fund is
         established.

                  (c)      There shall be no limit on the number of withdrawals
         which 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
which is attributable to Common Stock, Southern Stock, Pepco common stock or BP
Amoco Stock, the Participant shall have the right to demand that such portion of
the distribution be made in the form of Common Stock, Southern Stock, Pepco
common stock or BP Amoco Stock, as applicable, to the extent of the whole number
of shares of Common Stock, Southern Stock, Pepco common stock or BP Amoco 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.

         11.5 Source of Withdrawal. Withdrawals shall be made pro rata by order
of Investment Fund. The value of the amount to be distributed under any option
listed in 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, a withdrawal
         pursuant to Section 11.1(a)(7)(A), in addition to the other
         requirements of Article XI, shall be permitted only


                                       38


<PAGE>





         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

                           (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


                                       39


<PAGE>





                  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;

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

                           (4) The Participant agrees not to make elective
                  contributions to this Plan or any other qualified or
                  non-qualified deferred compensation plan sponsored by an
                  Affiliated Employer (including stock purchase, stock option or
                  similar plans) during the Participants' taxable year
                  immediately following the taxable year of the hardship
                  distribution in excess of the Participant's applicable
                  elective deferral limits under Section 402(g) of the Code for
                  such taxable year less the amount of the hardship distribution
                  for the taxable year.

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


                                       40


<PAGE>





                  (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 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.

                  (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
         17.2, 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 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.


                                       41


<PAGE>





                  (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.


                                       42



<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 the manner set forth in this
         Section 12.1 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 in one of the following
         ways:

                           (1)      In a single lump sum distribution; or

                           (2) In annual installments not to exceed twenty (20),
                  as selected by the Participant, or the Participant's life
                  expectancy. The amount of cash and/or the number of shares of
                  Common Stock and/or Southern Stock in each installment shall
                  be equal to the proportionate value as of each Valuation Date
                  immediately preceding payment of the balance then to the
                  credit of the Participant in his Account determined by
                  dividing the amount credited to his Account as of such
                  Valuation Date by the number of payments remaining to be made.

                           If a Participant who is receiving installment
                  payments shall establish to the satisfaction of the Committee,
                  in accordance with principles and procedures established by
                  the Committee which are applicable to all persons similarly
                  situated, that a financial emergency exists in his affairs,
                  such as illness or accident to the Participant or a member of
                  his immediate family or other similar contingency, the
                  Committee may, for the purpose of alleviating such emergency,
                  accelerate the time of payment of some or all of the remaining
                  installments. If a Participant dies before receiving all of
                  the amount to the credit of his Account in accordance with
                  this paragraph (2), the amount remaining to the credit of his
                  Account at his death shall be distributed to his Beneficiary
                  as soon as practicable in accordance with Section 12.4.

                  (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


                                       43


<PAGE>





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 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 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 designation of Beneficiary may be revoked by the Participant without
the consent of any Beneficiary (or the Participant's Surviving Spouse) at any
time before the commencement of the distribution of benefits. 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,


                                       44


<PAGE>





                  (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

                           (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

                                       45


<PAGE>





                           (3)      the Participant's separation from service
                  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.

         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 employment, 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


                                       46


<PAGE>





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 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 which is
attributable to Common Stock, Southern Stock, Pepco common stock or BP Amoco
Stock be distributed in the form of such Common Stock, Southern Stock, Pepco
common stock or BP Amoco Stock, respectively, 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 as 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.


                                       47


<PAGE>





                                  ARTICLE XIII
                           ADMINISTRATION OF THE PLAN

         13.1 Membership of Committee. The Plan shall be administered by the
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


                                       48


<PAGE>





Plan consistent with the provisions thereof and may 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.


                                       49



<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 Managers 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 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 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:


                                       50


<PAGE>





                  (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 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.


                                       51



<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 Managers 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 Purchase of Common Stock. As soon as practicable after receipt of
funds applicable to the purchase of Common Stock, the Trustee shall purchase
Common Stock or cause Common Stock to be purchased. Such Common Stock may be
purchased on the open market or by private purchase (including private purchases
directly from Mirant Corporation); provided that (a) no private purchase may be
made at any price greater than the last sale price or highest current
independent bid price, whichever is higher, for Common Stock on the New York
Stock Exchange, plus an amount equal to the commission payable in a stock
exchange transaction; and (b) if such private purchase shall be a purchase of
Common Stock directly from Mirant Corporation, no commission shall be paid with
respect thereto unless such commission satisfies the requirements of Prohibited
Transaction Class Exemption 75-1. Pending investment of funds in Common Stock,
the Trustee may hold in cash, and may temporarily invest such funds in
short-term United States obligations, other obligations guaranteed by the United
States Government, commercial paper, or certificates of deposit, and if the
Trustee so determines, may transfer such funds to money market funds utilized by
the Trustee for qualified employee benefit trusts.

         14.3 Voting of Common Stock. Before each annual or special meeting of
shareholders of Mirant Corporation, there shall be sent to each Participant a
copy of the proxy soliciting material for the meeting, together with a form
requesting instructions to the Trustee on how to vote the shares of Common Stock
credited to such Participant's Account as of the record date of the Common
Stock. Upon receipt of such instructions by the Trustee or its designated agent,
the Trustee shall vote such Common Stock as instructed by the Participant. If a
Participant does not provide the Trustee or its designated agent with timely
voting instructions for the Trustee, the Committee or its delegate shall direct
the Trustee how to vote such Participant's shares. The Committee or its delegate
shall also direct the Trustee with respect to voting unallocated shares of
Common Stock, if any. Procedures similar to those described above shall also
apply to voting the Southern Stock credited to each Participant's Account.


                                       52


<PAGE>





         14.4 Voting of Other Investment Fund Shares. The voting of the shares
in any Investment Fund other than as specified in Section 14.3 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.

         14.5     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.

         14.6     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.


                                       53



<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 Section 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).

         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 which 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).


                                       54



<PAGE>





                                   ARTICLE XVI
                             TOP-HEAVY REQUIREMENTS

         16.1 Top-Heavy Plan Requirements. For any Plan Year the Plan shall be
determined to be a top-heavy plan, the Plan shall provide the minimum allocation
requirement of Section 16.3.

         16.2     Determination of Top-Heavy Status.

                  (a) The Plan shall be determined to be a top-heavy plan, if,
         as of the Determination Date, the sum of the Aggregate Accounts of Key
         Employees under this Plan exceeds 60% of the Aggregate Accounts of all
         Employees entitled to participate in this Plan.

                  (b) The Plan shall be determined to be a super-top-heavy plan,
         if, as of the Determination Date, the sum of the Aggregate Accounts of
         Key Employees under this Plan exceeds 90% of the Aggregate Accounts of
         all Employees entitled to participate in this Plan.

                  (c) In the case of a Required Aggregation Group, each plan in
         the group will be considered a top-heavy plan if the Required
         Aggregation Group is a Top-Heavy Group. No plan in the Required
         Aggregation Group will be considered a top-heavy plan if the
         Aggregation Group is not a Top-Heavy Group.

                  In the case of a Permissive Aggregation Group, only a plan
         that is part of the Required Aggregation Group will be considered a
         top-heavy plan if the Permissive Aggregation Group is a Top-Heavy
         Group. A plan that is not part of the Required Aggregation Group but
         that has nonetheless been aggregated as part of the Permissive
         Aggregation Group will not be considered a top-heavy plan even if the
         Permissive Aggregation Group is a Top-Heavy Group.

                  (d) For purposes of this Article XVI, if any Employee is a
         non-Key Employee for any Plan Year, but such Employee was a Key
         Employee for any prior Plan Year, such Employee's Present Value of
         Accrued Retirement Income and/or Aggregate Account balance shall not be
         taken into account for purposes of determining whether this Plan is a
         top-heavy or super-top-heavy plan (or whether any Aggregation Group
         which includes this Plan is a Top-Heavy Group). In addition, if an
         Employee or former Employee has not performed any services for any
         Employing Company maintaining the Plan at any time during the five-year
         period ending on the Determination Date, the Aggregate Account and/or
         Present Value of Accrued Retirement Income shall be excluded in
         determining whether this Plan is a top-heavy or super-top-heavy plan.

                  (e) Only those plans of the Affiliated Employers in which the
         Determination Dates fall within the same calendar year shall be
         aggregated in order to determine whether such plans are top-heavy
         plans.


                                       55


<PAGE>





         16.3     Minimum Allocation for Top-Heavy Plan Years.

                  (a) Notwithstanding anything herein to the contrary for any
         top-heavy Plan Year, the Employing Company contribution allocated to
         the Account of each non-Key Employee shall be an amount not less than
         the lesser of: (1) 3% of such Participant's compensation for that Plan
         Year, or (2) a percentage of that Participant's compensation not to
         exceed the percentage at which contributions are made under the Plan
         for the Key Employee for whom such percentage is highest for that Plan
         Year.

                  (b) For purposes of the minimum allocation of Section 16.3(a),
         the percentage allocated to the Account of any Key Employee shall be
         equal to the ratio of the Employing Company contributions allocated on
         behalf of such Key Employee divided by the compensation of such Key
         Employee for that Plan Year.

                  (c) For any top-heavy Plan Year, the minimum allocations of
         Section 16.3(a) shall be allocated to the Accounts of all non-Key
         Employees who are Participants and who are employed by the Affiliated
         Employers on the last day of the Plan Year.

                  (d) Notwithstanding the foregoing, in any Plan Year in which a
         non-Key Employee is a Participant in both this Plan and a defined
         benefit plan, and both such plans are top-heavy plans, the Affiliated
         Employers shall not be required to provide a non-Key Employee with both
         the full separate minimum defined benefit and the full separate defined
         contribution plan allocations. Therefore, if a non-Key Employee is
         participating in a defined benefit plan maintained by the Affiliated
         Employers and the minimum benefit under Code Section 416(c)(1) is
         provided the non-Key Employee under such defined benefit plan, the
         minimum allocation provided for above shall not be applicable, and no
         minimum allocation shall be made on behalf of the non-Key Employee.
         Alternatively, the Employing Company may satisfy the minimum allocation
         requirement of Code Section 416(c)(2) for the non-Key Employee by
         providing any combination of benefits and/or contributions that satisfy
         the safe harbor rules of Treasury Regulation Section 1.416-1(M-12).


                                       56



<PAGE>





                                  ARTICLE XVII
                               GENERAL PROVISIONS

         17.1 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.

         17.2 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 which 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) which 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 which 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 which are
subject to qualified domestic relations orders.

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


                                       57


<PAGE>





         17.4 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.

         17.5 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 Employing Company contributions.
         Notwithstanding the foregoing sentence, such benefit shall be
         reinstated if a claim is made by the Participant or Beneficiary for the
         forfeited benefit.

         17.6 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.


                                       58



<PAGE>





                                  ARTICLE XVIII
                         SPECIAL RULES FOR PARTICIPANTS
               FORMERLY EMPLOYED BY POTOMAC ELECTRIC POWER COMPANY


         18.1 Application. Notwithstanding any provisions of this Plan to the
contrary, the provisions of this Article XVIII apply to Eligible Employees who
were employed by Potomac Electric Power Company ("Pepco") immediately preceding,
and hired by an Affiliated Employer or Southern Affiliate immediately following,
the acquisition of all or substantially all the assets of certain power
generating facilities owned by Pepco (the "Facilities") and is set forth on an
approved schedule of employees (the "Pepco Employees").

         18.2 Hours of Service. For all purposes under the Plan, for Pepco
Employees only, Hours of Service shall include all hours of service credited
under the PEPCO Retirement Savings Plan for Exempt Employees and the Pepco
Non-Bargaining, Non-Exempt Retirement Savings Plan (collectively, the "Pepco
Plans") to any Pepco Employee as of the date of the acquisition of the
Facilities (the "Pepco Effective Date").

         18.3 Years of Service. For all purposes under the Plan, for Pepco
Employees only, Years of Service shall include all years of service credited
under the Pepco Plans to any Pepco Employee as of the Pepco Effective Date.

         18.4 Rate of Employer Matching Contributions. In addition to the amount
of Employer Matching Contributions provided under Section 5.1 hereof, and for
the 2001 Plan Year only, each Pepco Employee shall receive an amount of Employer
Matching Contribution equal to twenty-five percent (25%) of such Pepco
Employee's Elective Employer Contributions, up to a maximum of two hundred and
fifty dollars ($250.00) for such Plan Year.

         18.5 Acceptance of Trust-to-Trust Transfer. The Plan may accept a
trust-to-trust transfer of an account from the Pepco Plans for each Participant
who is a Pepco Employee and who elects on a form acceptable to the Committee to
make such a transfer. Such account shall be known as the Participant's "Pepco
Transferred Account" and shall be subject to the requirements of this Article
XVIII.

                  (a) The portion of the Pepco Transferred Account attributable
         to the "pre-tax contribution account," as that term is defined in the
         Pepco Plans, shall be treated as Elective Employer Contributions under
         this Plan.

                  (b) The portion of the Pepco Transferred Account attributable
         to the "after-tax contribution account," as that term is defined in the
         Pepco Plans, shall be treated as Voluntary Participant Contributions
         under this Plan.

                  (c) The portion of the Pepco Transferred Account which is
         attributable to the "matching contribution account," as that term is
         defined in the Pepco Plans, shall be treated as Employer Matching
         Contributions under this Plan, except the Participant may


                                       59



<PAGE>





         direct the investment of such amounts in accordance with the second
         paragraph of Section 8.3 and such matching contribution account shall
         be one-hundred percent (100%) vested.

                  (d) The portion of the Pepco Transferred Account which is
         attributable to the "rollover contribution account," as that term is
         defined in the Pepco Plans, shall be treated as Rollover Contributions
         under this Plan.

         18.6 In-Service Withdrawals. In determining the ability of a
Participant who is a Pepco Employee to withdraw amounts under Section 11.1(a)(6)
of the Plan, a Participant shall be given credit for any participation in the
Pepco Plans.

         18.7 Sunset of Transferred Pepco Stock. Any Investment Fund containing
common stock of Pepco, which is transferred to this Plan pursuant to the
provisions of Section 8.8, will be eliminated by the Committee as of the date
which is five (5) years following the Pepco Effective Date. Any Pepco common
stock which remains in a Pepco Employee's Investment Fund on such date shall be
reinvested as determined by the Investment Review Committee.

         18.8 Loans from Pepco Transferred Accounts. Any loans which were made
to Pepco Employees pursuant to the terms of the Pepco Plans from funds under a
Transferred Account will be transferred to this Plan and will become loans under
this Plan, subject to the terms of Section 11.7. 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.


                                       60



<PAGE>





                                   ARTICLE XIX
                         SPECIAL RULES FOR PARTICIPANTS
                    FORMERLY EMPLOYED BY THE SOUTHERN COMPANY


         19.1 Application. Notwithstanding any provisions of this Plan to the
contrary, the provisions of this Article XIX apply to Eligible Employees who
were hired by an Affiliated Employer and who are former participants in a
Southern Plan whose accounts in the Southern Plan were transferred to this Plan
between May 1, 2001 and July 2, 2001 (the "Southern Employees").

         19.2 Hours of Service. For all purposes under the Plan, for Southern
Employees only, Hours of Service shall include all hours of service credited
under the Southern Plans to any Southern Employee as of the effective date of
the Plan.

         19.3 Years of Service. For all purposes under the Plan, for Southern
Employees only, Years of Service shall include all years of service credited
under the Southern Plans to any Southern Employee as of the effective date of
the Plan.

         19.4 Acceptance of Trust-to-Trust Transfer. The Plan may accept a
trust-to-trust transfer of an account from the Southern Plans for each
Participant who is a Southern Employee. Such account shall be known as the
Participant's "Southern Transferred Account" and shall be subject to the
requirements of this Article XIX.

                  (a) The portion of the Southern Transferred Account
         attributable to "elective employer contributions," as that term is
         defined in the Southern ESP, shall be treated as Elective Employer
         Contributions under this Plan.

                  (b) The portion of the Southern Transferred Account
         attributable to "voluntary participant contributions," as that term is
         defined in the Southern ESP, shall be treated as Voluntary Participant
         Contributions under this Plan.

                  (c) The portion of the Southern Transferred Account which is
         attributable to "employer matching contributions," as that term is
         defined in the Southern ESP, shall be treated as Employer Matching
         Contributions under this Plan, except the Participant may direct the
         investment of such amounts in accordance with the second paragraph of
         Section 8.3 and such matching contribution account shall be 100%
         vested.

                  (d) The portion of the Southern Transferred Account which is
         attributable to "rollover contributions," as that term is defined in
         the Southern ESP, shall be treated as Rollover Contributions under this
         Plan.

                  (e) The portion of the Southern Transferred Account which is
         attributable to "employer contributions," as that term is defined in
         the Southern PSP, shall be treated as Discretionary Profit Sharing
         Contributions under this Plan, except that such amounts shall


                                       61



<PAGE>




         not be vested until the Participant completes five (5) Years of
         Service, at which time such amounts shall be 100% vested.

                  (f) The portion of the Southern Transferred Account which is
         attributable to contributions to the Southern ESOP shall be segregated
         into a separate bookkeeping subaccount (the "Transferred ESOP
         Account"). All funds in the Transferred ESOP Account shall be 100%
         vested. Within the Transferred ESOP Account, separate bookkeeping
         accounts shall be established for amounts attributable to funds which
         had been held in the Southern ESOP for more than two years at the date
         of transfer, funds which had been held in the Southern ESOP for more
         than one year but less than two years at the date of transfer, and
         funds which had been held in the Southern ESOP for less than one year
         at the date of transfer, respectively.

                  (g) The portion of the Southern Transferred Account which is
         attributable to a Southern Employee's "transferred ESOP account," as
         that term is defined in the Southern ESP shall be segregated into a
         separate bookkeeping subaccount (the "Transferred Common Stock
         Account"). All funds in the Transferred Common Stock Account shall be
         100% vested. Within the Transferred Common Stock Account, separate
         bookkeeping accounts shall be established for amounts attributable to
         the Common Stock that was distributed on Southern Stock which had been
         held in the Southern ESOP for more than two years at the date of
         transfer, amounts attributable to Common Stock that was distributed on
         Southern Stock which had been held in the Southern ESOP for more than
         one year but less than two years at the date of transfer, and amounts
         attributable to Common Stock that was distributed on Southern Stock
         which had been held in the Southern ESOP for less than one year at the
         date of transfer, respectively.

         19.5 In-Service Withdrawals. In determining the ability of a
Participant who is a Southern Employee to withdraw amounts under Section
11.1(a)(6) of the Plan, a Participant shall be given credit for any
participation in the Southern Plans.

         19.6 Loans from Southern Transferred Accounts. Any loans which were
made to Southern Employees pursuant to the terms of a Southern Plan from funds
under a Southern Transferred Account will be transferred to this Plan and will
become loans under this Plan, subject to the terms of Section 11.7. The number
of loans so transferred shall not exceed three (3). The transfer of such loans,
and the terms and conditions thereof, shall be made in accordance with the
procedures established by the Committee.


                                       62


<PAGE>






                                   ARTICLE XX
                         SPECIAL RULES FOR PARTICIPANTS
          FORMERLY EMPLOYED BY SOUTHERN COMPANY ENERGY MARKETING, L.P.


         20.1 Application. Notwithstanding any provisions of this Plan to the
contrary, the provisions of this Article XX apply to Eligible Employees who were
participants in the SCEM Plan on April 1, 2001 (the "SCEM Employees").

         20.2 Definitions. For purposes of this Article XX, unless otherwise
required by the context, the following terms shall have the meanings set forth
opposite such terms:

                  (a)      "BP Amoco Stock" shall mean the common stock of B.P.
         Amoco, p.l.c.

                  (b)      "Vastar" shall mean Vastar Resources, Inc. and each
         affiliate of Vastar Resources, Inc.

                  (c)      "Vastar Capital Accumulation Plan" shall mean the
         Vastar Resources, Inc. Capital Accumulation Plan II.

                  (d)      "Vastar Savings Plan" shall mean the Vastar
         Resources, Inc. Savings Plan II.

         20.3 Hours of Service. For all purposes under the Plan, for SCEM
Employees only, Hours of Service shall include all hours of service credited
under the SCEM Plan to any SCEM Employee as of the effective date of the Plan.

         20.4 Years of Service. For all purposes under the Plan, for SCEM
Employees only, Years of Service shall include all years of service credited
under the SCEM Plan to any SCEM Employee as of the effective date of the Plan.

         20.5 Acceptance of Trust-to-Trust Transfer. The Plan may accept a
trust-to-trust transfer of an account from the SCEM Plan for each Participant
who is a SCEM Employee. Such account shall be known as the Participant's "SCEM
Transferred Account" and shall be subject to the requirements of this Article
XX.

                  (a) The portion of the SCEM Transferred Account attributable
         to the "elective employer contributions subaccount," as that term is
         defined in the SCEM Plan, shall be treated as Elective Employer
         Contributions under the Plan.

                  (b) The portion of the SCEM Transferred Account attributable
         to the "voluntary participant contributions subaccount," as that term
         is defined in the SCEM Plan, shall be treated as Voluntary Participant
         Contributions under this Plan.


                                       63


<PAGE>





                  (c) The portion of the SCEM Transferred Account which is
         attributable to "employer matching contributions subaccount," as that
         term is defined in the SCEM Plan, shall be treated as Employer Matching
         Contributions under this Plan, except the Participant may direct the
         investment of such amounts in accordance with the second paragraph of
         Section 8.3 and such matching contribution account shall be 100%
         vested.

                  (d) The portion of the SCEM Transferred Account which is
         attributable to the "fixed profit sharing contributions subaccount," as
         that term is defined in the SCEM Plan, shall be treated as Fixed Profit
         Sharing Contributions under this Plan.

                  (e) The portion of the SCEM Transferred Account which is
         attributable to the "discretionary profit sharing contributions
         subaccount," as that term is defined in the SCEM Plan, shall be treated
         as Discretionary Profit Sharing Contributions under this Plan.

                  (f) The portion of the SCEM Transferred Account which is
         attributable to the "rollover contributions subaccount," as that term
         is defined in the SCEM Plan, shall be treated as Rollover Contributions
         under this Plan.

                  (g) The portion of the SCEM Transferred Account which is
         attributable to the "Southern transferred account," as that term is
         defined in the SCEM Plan shall be segregated into a separate
         bookkeeping account (the "SCEM Southern Transferred Account").

                  (h) The Common Stock Investment Funds established pursuant to
         Section 8.8 shall include that portion of the SCEM Transferred Account
         which is attributable to the "BP Amoco Stock fund," as such term is
         defined in the SCEM Plan. Any Investment Fund containing common stock
         of BP Amoco, which is transferred to this Plan pursuant to the
         provisions of Section 8.8, will be eliminated by the Investment Review
         Committee as of the date which is five (5) years following such
         transfer. Any BP Amoco common stock which remains in a SCEM Employee's
         Investment Fund on such date shall be reinvested as determined by the
         Investment Review Committee.

         20.6     In-Service Withdrawals.

                  (a) In determining the ability of a Participant who is a SCEM
         Employee to withdraw amounts under Section 11.1(a)(6) of the Plan, a
         Participant shall be given credit for any participation in the SCEM
         Plan. The withdrawal options under Article XI shall also be available
         to a Participant with respect to amounts attributable to his SCEM
         Southern Transferred Account (a) provided that such Participant shall
         have been a participant in the Southern Plan, the SCEM Plan and/or this
         Plan for at least 60 months or (b) to the extent that such amounts have
         been credited to the SCEM Plan and/or this Plan for at least 24 months,
         provided that no earnings attributable to such amounts after the date
         such amounts are transferred to this Plan shall be eligible for a
         withdrawal under this Section 20.6(a).

                  (b) Notwithstanding the provisions of Section 11.1 to the
         contrary, subject to the provisions of Article XII, this Section 20.6,
         and Sections 11.2 through 11.6, a Participant may make withdrawals from
         his SCEM Transferred Account effective as of any Valuation Date in the
         order of priority listed below:


                                       64


<PAGE>





                           (1)      All amounts described above, plus all or a
                  portion of the value of his Account attributable to Rollover
                  Contributions (including earnings and appreciation thereon);

                           (2) All or a portion of the value of his Account
                  attributable to Voluntary Participant Contributions (not
                  including any earnings or appreciation thereon) made prior to
                  January 1, 1987;

                           (3) All amounts described above, plus all or a
                  portion of the value of his Account attributable to Voluntary
                  Participant Contributions, plus a ratable portion of the
                  earnings and/or appreciation on such Voluntary Participant
                  Contributions;

                           (4) All amounts described above, plus the value of
                  his Transferred ESOP Account as described in Section 19.4(f);
                  provided, however, that the amount in his Transferred ESOP
                  Account attributable to funds which had been held in the
                  Southern ESOP for less than two years may not be distributed
                  until the first day of the month following the two-year
                  anniversary of the date such funds were contributed to the
                  Southern ESOP;

                           (5) All amounts described above, plus the value of
                  his Transferred Common Stock Account as described in Section
                  19.4(g); provided, however, that the amount in his Transferred
                  Common Stock Account attributable to Common Stock that was
                  distributed on Southern Stock which had been held in the
                  Southern ESOP for less than two years may not be distributed
                  until the first day of the month following the two-year
                  anniversary of the date such Southern Stock was contributed to
                  the Southern ESOP;

                           (6) All amounts described above, plus up to fifty
                  percent (50%) of the value of his account attributable to
                  Employer Matching Contributions (including earnings and
                  appreciation thereon) allocated to his Account; provided,
                  however, that said Participant shall have participated in the
                  Plan for not less than sixty (60) months at the time of
                  withdrawal;

                           (7)(A) For Participants who have not 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)), all
                  amounts described above, plus all or a portion of the value of
                  his Account attributable to Elective Employer Contributions
                  (not including any earnings or appreciation thereon); and

                           (B) For Participants who have 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)), all amounts
                  described above, plus all or a portion of the value of his
                  Account attributable to Elective Employer Contributions and
                  any earnings or appreciation thereon.


                                       65


<PAGE>





                  (c) For all purposes of this Plan, a reference herein to
         Section 11.1(a)(6) shall be read to include a reference to Section
         20.6(b)(6), and a reference herein to Section 11.1(a)(7) shall be read
         to include a reference to Section 20.6(b)(7).

         20.7 Loans from SCEM Transferred Accounts. Any loans which were made to
SCEM Employees pursuant to the terms of the SCEM Plan from funds under a SCEM
Transferred Account will be transferred to this Plan and will become loans under
this Plan, subject to the terms of Section 11.7. The number of loans so
transferred shall not exceed three (3). The transfer of such loans, and the
terms and conditions thereof, shall be made in accordance with the procedures
established by the Committee.

         20.8 Vastar Transferred Accounts. Notwithstanding any other provisions
of this Plan to the contrary, a separate bookkeeping account shall be
established and maintained for each SCEM Employee who was a participant in the
Vastar Plan immediately prior to the Effective Date, and whose account under the
Vastar Savings Plan transferred to this Plan pursuant to a trust-to-trust
transfer. Such account shall be known as the SCEM Employees' "Vastar Savings
Transferred Account." In addition, a separate bookkeeping account shall be
established and maintained for each SCEM Employee who was a participant in the
Vastar Capital Accumulation Plan immediately prior to the Effective Date, and
whose account under the Vastar Capital Accumulation Plan transferred to this
Plan pursuant to a trust-to-trust transfer. Such account shall be known as the
SCEM Employee's "Vastar Capital Accumulation Transferred Account." A SCEM
Employee's Vastar Savings Transferred Account and Vastar Capital Accumulation
Transferred Account shall be subject to the requirements of this Article XX.

         20.9 In-Service Withdrawals from Vastar Savings and Capital
Accumulation Transferred Accounts. In addition to the withdrawal options under
Article XI, a SCEM Employee may while an Eligible Employee elect to receive an
in-service withdrawal of the portion of his Vastar Savings Transferred Account
attributable to company contributions made on behalf of such SCEM Employee under
the Vastar Savings Plan (including amounts transferred to the Vastar Savings
Plan from a prior plan), and any earnings and appreciation thereon prior to the
transfer, provided that if a SCEM Employee receives an in-service withdrawal of
an amount which has not been credited to the Vastar Savings Plan and/or this
Plan for at least 24 months. For all purposes of this Plan, rollover
contributions to the Vastar Capital Accumulation Plan shall be treated as
Elective Employer Contributions.


                                       66



<PAGE>





         IN WITNESS WHEREOF, the Company has caused this Mirant Services
Employee Savings Plan effective as April 2, 2001, to be executed this 30th day
of March, 2001.


                                       67


<PAGE>






                         APPENDIX A - ELIGIBLE EMPLOYEES


         Subject to the additional requirements of Section 2.26 of the Plan,
eligible employees are employees of the following:

                        Mirant Mid-Atlantic Services, LLC
                              Mirant Services, LLC


                                       68



<PAGE>






                        APPENDIX B - EMPLOYING COMPANIES


                The Employing Companies as of April 2, 2001 are:

                        Mirant Mid-Atlantic Services, LLC
                              Mirant Services, LLC


                                       69

<PAGE>



                                                                   Exhibit 10.24

                                 MIRANT SERVICES

                      BARGAINING UNIT EMPLOYEE SAVINGS PLAN

<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                   <C>
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 "Common Stock"..................................................................4
         2.13 "Company".......................................................................4
         2.14 "Compensation"..................................................................4
         2.15 "Direct Rollover"...............................................................4
         2.16 "Discretionary Profit Sharing Contribution".....................................4
         2.17 "Distributee"...................................................................4
         2.18 "Elective Employer Contribution"................................................4
         2.19 "Eligible Employee".............................................................5
         2.20 "Eligible Participant"..........................................................5
         2.21 "Eligible Retirement Plan"......................................................5
         2.22 "Eligible Rollover Distribution"................................................5
         2.23 "Employee"......................................................................5
         2.24 "Employer Matching Contribution"................................................5
         2.25 "Employing Company".............................................................5
         2.26 "Enrollment Date"...............................................................6
         2.27 "ERISA".........................................................................6
         2.28 "Excess Deferral Amount"........................................................6
         2.29 "Excess Deferral Contributions".................................................6
         2.30 "Forfeiture"....................................................................6
         2.31 "Highly Compensated Employee"...................................................6
         2.32 "Hour of Service"...............................................................7
         2.33 "Investment Fund"...............................................................7
         2.34 "Limitation Year"...............................................................7
         2.35 "Non-Highly Compensated Employee"...............................................7
         2.36 "Normal Retirement Date"........................................................7
         2.37 "One-Year Break in Service".....................................................7
         2.38 "Participant"...................................................................7
         2.39 "Plan"..........................................................................7
         2.40 "Plan Year".....................................................................7
</TABLE>


                                        i

<PAGE>




<TABLE>
<S>      <C>                                                                                   <C>
         2.41 "Rollover Contribution".........................................................8
         2.42 "SERI BU Savings Plan"..........................................................8
         2.43 "SERI Covered Employees' Plan"..................................................8
         2.44 "Southern"......................................................................8
         2.45 "Southern Stock"................................................................8
         2.46 "Surviving Spouse"..............................................................8
         2.47 "Suspense Account"..............................................................8
         2.48 "Trust" or "Trust Fund".........................................................8
         2.49 "Trust Agreement"...............................................................8
         2.50 "Trustee".......................................................................8
         2.51 "Valuation Date"................................................................8
         2.52 "Voluntary Participant Contribution"............................................9
         2.53 "Year of Service"...............................................................9

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

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......................20

ARTICLE VI - LIMITATIONS ON CONTRIBUTIONS.....................................................21
         6.1 Section 415 Limitations..........................................................21
         6.2 Correction of Contributions in Excess of Section 415 Limits......................21
</TABLE>


                                       ii

<PAGE>




<TABLE>
<S>      <C>                                                                                   <C>
ARTICLE VII - SUSPENSION OF CONTRIBUTIONS.....................................................23
         7.1 Suspension of Contributions......................................................23
         7.2 Resumption of Contributions......................................................23

ARTICLE VIII - INVESTMENT OF CONTRIBUTIONS....................................................24
         8.1 Investment Funds.................................................................24
         8.2 Investment of Participant Contributions..........................................24
         8.3 Investment of Employer Matching Contributions....................................24
         8.4 Investment of Earnings...........................................................24
         8.5 Transfer of Assets between Funds.................................................24
         8.6 Change in Investment Direction...................................................25
         8.7 Section 404(c) Plan..............................................................25
         8.8 Other Stock Investment Funds.....................................................25
         8.9 Southern Stock Fund..............................................................25

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............................................................31
         11.3 Form of Withdrawal..............................................................31
         11.4 Minimum Withdrawal..............................................................31
         11.5 Source of Withdrawal............................................................31
         11.6 Requirement of Hardship.........................................................31
         11.7 Loans to Participants...........................................................33

ARTICLE XII - DISTRIBUTION TO PARTICIPANTS....................................................35
         12.1 Distribution upon Retirement....................................................35
         12.2 Distribution upon Disability....................................................36
         12.3 Distribution upon Death.........................................................36
         12.4 Designation of Beneficiary......................................................36
         12.5 Distribution upon Termination of Employment.....................................37
         12.6 Commencement of Benefits........................................................37
</TABLE>


                                       iii

<PAGE>




<TABLE>
<S>      <C>                                                                                   <C>
         12.7 Transfer between Employing Companies............................................38
         12.8 Distributions to Alternate Payees...............................................38
         12.9 Requirement for Direct Rollovers................................................39
         12.10 Consent and Notice Requirements................................................39
         12.11 Form of Payment................................................................39
         12.12 Partial Distribution upon Termination of Employment............................39

ARTICLE XIII - ADMINISTRATION OF THE PLAN.....................................................41
         13.1 Membership of Committee.........................................................41
         13.2 Acceptance and Resignation......................................................41
         13.3 Transaction of Business.........................................................41
         13.4 Responsibilities in General.....................................................41
         13.5 Committee as Named Fiduciary....................................................41
         13.6 Rules for Plan Administration...................................................42
         13.7 Employment of Agents............................................................42
         13.8 Co-Fiduciaries..................................................................42
         13.9 General Records.................................................................42
         13.10 Liability of the Committee.....................................................42
         13.11 Reimbursement of Expenses and Compensation of Committee........................43
         13.12 Expenses of Plan and Trust Fund................................................43
         13.13 Responsibility for Funding Policy..............................................43
         13.14 Management of Assets...........................................................43
         13.15 Notice and Claims Procedures...................................................44
         13.16 Bonding........................................................................44
         13.17 Multiple Fiduciary Capacities..................................................44
         13.18 Change in Administrative Procedures............................................44

ARTICLE XIV - TRUSTEE OF THE PLAN.............................................................45
         14.1 Trustee.........................................................................45
         14.2 Purchase of Common Stock........................................................45
         14.3 Voting of Common Stock..........................................................45
         14.4 Voting of Other Investment Fund Shares..........................................46
         14.5 Uninvested Amounts..............................................................46
         14.6 Independent Accounting..........................................................46

ARTICLE XV - AMENDMENT AND TERMINATION OF THE PLAN............................................47
         15.1 Amendment of the Plan...........................................................47
         15.2 Termination of the Plan.........................................................47
         15.3 Merger or Consolidation of the Plan.............................................48

ARTICLE XVI - GENERAL PROVISIONS..............................................................49
         16.1 Plan Not an Employment Contract.................................................49
         16.2 No Right of Assignment or Alienation............................................49
         16.3 Payment to Minors and Others....................................................49
         16.4 Source of Benefits..............................................................50
         16.5 Unclaimed Benefits..............................................................50
         16.6 Governing Law...................................................................50
</TABLE>


                                       iv

<PAGE>




<TABLE>
<S>      <C>                                                                                   <C>
         16.7 Construction....................................................................50

ARTICLE XVII - SPECIAL RULES FOR PARTICULAR BARGAINING UNITS..................................51
         17.1 United Steelworkers of America Local #12502 (Com Ed)............................51
         17.2 Utility Workers' Union of America Local #392 and #480 (New England).............51
         17.3 International Brotherhood of Electrical Workers Local #2129 (Mobile)............52
         17.4 United Paper Workers International Union Local #423 and 1421 (Mobile)...........52
         17.5 International Brotherhood of Electrical Workers Local #1900 (Mid-Atlantic)......52
         17.6 International Brotherhood of Electrical Workers Local #503 (New York)...........53
         17.7 International Brotherhood of Electrical Workers Local #1245 (PG&E)..............54

ARTICLE XVIII - SPECIAL RULES FOR FORMER PARTICIPANTS IN THE
                      SERI BU SAVINGS PLAN....................................................57
         18.1 Application.....................................................................57
         18.2 Hours of Service................................................................57
         18.3 Years of Service................................................................57
         18.4 Merger of Accounts..............................................................57
         18.5 In-Service Withdrawals..........................................................57
         18.6 Loans from SERI BU Savings Plan Transferred Accounts............................58

ARTICLE XIX - SPECIAL RULES FOR FORMER PARTICIPANTS IN THE
                     SERI COVERED EMPLOYEES PLAN..............................................60
         19.1 Application.....................................................................60
         19.2 Hours of Service................................................................60
         19.3 Years of Service................................................................60
         19.4 Merger of Accounts..............................................................60
         19.5 In-Service Withdrawals..........................................................61
         19.6 Loans from SERI Covered Employees' Plan Transferred Accounts....................61

APPENDIX A  - EMPLOYING COMPANIES.............................................................63
</TABLE>


                                        v

<PAGE>




                                 MIRANT SERVICES
                      BARGAINING UNIT EMPLOYEE SAVINGS PLAN

                  Amended and Restated Effective April 2, 2001

                                    ARTICLE I
                                     PURPOSE

1

         The purpose of the Plan is to encourage employee thrift, to create
added employee interest in the affairs of Mirant Corporation, to provide a means
for becoming a shareholder in 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 be a stock
bonus plan, and all contributions made by an Employing Company to this Plan are
expressly conditioned upon the deductibility of such contributions under Code
Section 404.

         This Plan is an amendment and restatement of the Southern Energy
Resources Bargaining Unit Employee Savings Plan, originally effective December
19, 2000 and subsequently amended and restated effective April 2, 2001. The
initial amended and restated Plan incorporated the provisions of the Southern
Energy Resources, Inc. Bargaining Unit Savings Plan (plan number 052),
originally effective January 1, 1998 and subsequently amended, which plan was
merged into this Plan as of April 2, 2001. The Southern Energy, Inc. Bargaining
Unit Savings Plan ceased to be a separate plan effective April 2, 2001. The
initial amended and restated Plan also incorporated the provisions of the
Southern Energy Resources, Inc. Savings Plan for Covered Employees (plan number
051), originally effective April 1, 1995 and subsequently amended, which plan
was merged into this Plan as of April 2, 2001. The Southern Energy Resources,
Inc. Savings Plan for Covered Employees ceased to be a separate plan effective
April 2, 2001.

         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.

<PAGE>




                                   ARTICLE II
                                   DEFINITIONS

2

         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 which 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) which is under common control
(as defined in Section 414(c) of the Code) with such Employing Company, (c) any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Section 414(m) of the Code) which 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


                                        2

<PAGE>




                  (a)      Affiliated Employer contributions,

                  (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.


                                        3

<PAGE>




         2.12     "Common Stock" shall mean the common stock of Mirant
Corporation.

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

         2.14 "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 amounts contributed by an Affiliated
Employer to a Code Section 125 cafeteria plan sponsored by an Affiliated
Employer, on behalf of a Participant pursuant to a salary reduction arrangement
under such plan, plus monthly shift and monthly seven-day schedule differentials
and before deduction of taxes, social security, etc. Compensation shall exclude
all awards under any incentive pay plans sponsored by an Affiliated Employer
includible as gross income, bonuses, regular overtime pay, any hourly shift
differentials, substitution pay, such amounts which 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
which is applicable to such Eligible Employees.

         The Compensation of each Participant taken into account for purposes of
this Plan shall not exceed $170,000 (as adjusted pursuant to Code Section
401(a)(17)). If a determination period consists of fewer than twelve (12)
months, the annual Compensation limit under Code Section 401(a)(17) shall be
multiplied by a fraction, the numerator of which is the number of months in the
determination period and the denominator of which is twelve (12).

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

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

         2.17 "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.

         2.18 "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.


                                        4

<PAGE>




         2.19 "Eligible Employee" shall mean an Employee who is employed by an
Employing Company 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 which is intended to be a cash or deferred arrangement
under Code Section 401(k).

         2.20 "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.

         2.21 "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, or a qualified trust described in Section 401(a) of
the Code that accepts the Distributee's Eligible Rollover Distribution. However,
in the case of an Eligible Rollover Distribution to a surviving spouse, an
Eligible Retirement Plan is an individual retirement account or individual
retirement annuity.

         2.22 "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
includible in gross income (determined without regard to the exclusion from net
unrealized appreciation with respect to employer securities); and (d) any
hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code.

         2.23 "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).

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

         2.25 "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


                                        5

<PAGE>




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.

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

         2.27 "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 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.

         2.28 "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).

         2.29 "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).

         2.30 "Forfeiture" shall mean that portion of a Participant's Account
which 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.

         2.31 "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: (1) 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


                                        6

<PAGE>




Plan Year, or (2) any Employee who earned more than $85,000 in the preceding
Plan Year. The $85,000 amount shall be adjusted for inflation and for short Plan
Years, pursuant to Code Section 414(q). The Employer may, at its election, limit
Employees earning more than $85,000 to only those Employees who fall 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. 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.

         2.32 "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.

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

         2.34     "Limitation Year" shall mean the Plan Year.

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

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

         2.37 "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.

         2.38 "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.

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

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


                                        7

<PAGE>




         2.41 "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.

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

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

         2.44     "Southern" shall mean the Southern Company or any successor
thereto.

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

         2.46 "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.

         2.47 "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.

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

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

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

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


                                        8

<PAGE>




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

         2.53 "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 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 2.53 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

<PAGE>




                                   ARTICLE III
                                  PARTICIPATION

3

         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 of a former
employer under circumstances meeting the requirements of Section 402(c)(4) of
the Code relating to eligible rollover distributions from qualified retirement
plans may elect to deposit all or any portion (as designated by such Eligible
Employee) of the amount of such distribution as a Rollover Contribution to this
Plan. A Rollover Contribution may be made only within 60 days following the date
the Eligible Employee receives the distribution from the plan of his former


                                       10

<PAGE>




employer (or within such additional period as may be provided under Section 408
of the Code if the Eligible Employee shall have made a timely deposit of the
distribution in an individual retirement account).

         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 of the
former employer and compliance with any applicable provisions of the Code
relating to such contributions. The amount contributed to 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

         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.


                                       12

<PAGE>




                  (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:

                           (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.


                                       13

<PAGE>




                  (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:

                           (1)      the separation from service, death or
                  disability of the Participant;

                           (2)      the attainment of age 59 1/2 by 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 which 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


                                       14

<PAGE>




                  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.

                           At the election of the Committee, 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). Notwithstanding the foregoing, for
                  the 2000 Plan Year the Average Actual Deferral Percentage of
                  Non-Highly Compensated Employees shall be deemed to be three
                  percent (3%) or, if the Committee elects in accordance with
                  Code Section 401(k)(3)(E), the actual Average Actual Deferral
                  Percentage of Non-Highly Compensated Employees for the 2000
                  Plan Year.

                  (b)      Distribution of Excess Deferral Contributions.

                           (1) In General. The Excess Deferral Contributions for
                  a Highly Compensated Employee for a Plan Year which 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


                                       15

<PAGE>




                  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:

                                    (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


                                       16

<PAGE>




                  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), 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, which 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


                                       17

<PAGE>




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.


                                       18

<PAGE>




                                    ARTICLE V
                             EMPLOYER CONTRIBUTIONS

5

         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 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 are Eligible Employees as of the
last day of the Plan Year for which such Discretionary Profit Sharing
Contribution relates. Discretionary Profit Sharing Contributions may be made in
a whole dollar amount or as a percentage of the Compensation of each 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 Employing Company. Compensation for
purposes of this Section 5.3 shall mean a Participant's Compensation hereunder
plus short-term incentive bonus payments. Discretionary Profit Sharing
Contributions shall be allocated among the Accounts of Participants eligible for
such allocation who are Eligible Employees during the Plan Year for which such
Discretionary Profit Sharing Contribution relates in proportion to the ratio
that the Compensation of such Participant during the Plan Year bears to the
Compensation during such Plan Year of all such Participants in the applicable
collective bargaining unit eligible for such allocation. Discretionary Profit
Sharing Contributions shall be paid to the Trustee no later than the time
prescribed by law for filing the


                                       19

<PAGE>




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.

         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 which 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.

         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.


                                       20

<PAGE>




                                   ARTICLE VI
                          LIMITATIONS ON CONTRIBUTIONS

6

         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 any 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)      twenty-five percent (25%) of the
                  Participant's compensation in the Limitation Year; or

                           (2)      $35,000 (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) 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;

                  (b) 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; 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.


                                       21

<PAGE>




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

         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.


                                       22

<PAGE>




                                   ARTICLE VII
                           SUSPENSION OF CONTRIBUTIONS

7

         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.


                                       23

<PAGE>




                                  ARTICLE VIII
                           INVESTMENT OF CONTRIBUTIONS

8

         8.1 Investment Funds. The Investment Funds shall be selected from time
to time by the Mirant Services Investment Review Committee (the "Investment
Review Committee"). In addition to such other Investment Funds selected by the
Investment Review Committee, the Investment Funds shall include the "Company
Stock Fund." The Company Stock Fund shall be invested and reinvested in Common
Stock, provided that funds applicable to the purchase of Common Stock pending
investment of such funds may be temporarily invested in short-term United States
Government obligations, other obligations guaranteed by the United States
Government, commercial paper, or certificates of deposit, and, if the Trustee so
determines, may be transferred to money market funds utilized by the Trustee for
qualified employee benefit trusts.

         8.2 Investment of Participant 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
8.6, that his Elective Employer Contributions and Voluntary Participant
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 Employer Matching Contributions. Employer Matching
Contributions shall be invested entirely in the Company Stock Fund and shall
remain invested in the Company Stock Fund until such time that the Participant
elects to invest all or a portion of the amount credited to his Employer
Matching Contribution subaccount in any of the Investment Funds under this Plan
as provided in Section 8.5.

         Notwithstanding the foregoing, any amounts attributable to employer
matching contributions, which are transferred to this Plan pursuant to a
trust-to-trust transfer, shall not be invested in the Company Stock Fund but
shall instead be invested at the Participant's direction. If no such direction
is provided, such transferred amount shall be invested in accordance with
procedures established by the Investment Review Committee.

         8.4 Investment of Earnings. Subject to Section 8.8, interest,
dividends, if any, and other distributions received by the Trustee with respect
to an Investment Fund shall be reinvested in such Investment Fund.

         8.5 Transfer of Assets between Funds. A Participant may direct in
accordance with the provisions of this Section 8.5 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


                                       24

<PAGE>




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.

         8.6 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.

         8.7 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. Further, the Investment Review Committee shall take such actions
as it deems necessary or appropriate in its discretion to (a) ensure that
confidentiality procedures with respect to a Participant's ownership of Common
Stock and the exercise of ownership rights with respect to such Common Stock are
adequate and utilized, and (b) appoint an independent fiduciary to carry out
such actions as the Investment Review Committee determines involve the potential
for undue influence on Participants with regard to the direct or indirect
exercise of shareholder rights with respect to Common Stock.

         8.8 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 which 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 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 which 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 8.8 shall be invested pursuant to the Participant's
direction under Section 8.2 hereof.

         8.9 Southern Stock Fund. All Southern Stock received by the Plan
pursuant to Section 9.1(b) 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 which includes the five-year anniversary of the date Southern
Stock is first held in


                                       25

<PAGE>




the Southern Stock Fund. Any Southern Stock which remains in a Participant's
Investment 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

         9.1      Establishment of Accounts.

                  (a) 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.

                  (b) Upon the transfer to the Plan of Southern Stock from the
         SERI BU Savings Plan or the SERI Covered Employee Plan, a "Southern
         Stock Account" subaccount shall be established to reflect a
         Participant's interest in the Plan attributable to the Southern Stock
         so transferred. In addition, subaccounts to the Southern Stock Account
         shall be established to reflect the character of the Southern Stock
         Account as Elective Employer Contributions, Voluntary Participant
         Contributions, Employer Matching Contributions, and Rollover
         Contributions.

         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

         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


                                       28

<PAGE>




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 (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 listed below:

                           (1)      All or a portion of the value of his Account
                  attributable to Voluntary Participant Contributions (not
                  including any earnings or appreciation thereon);

                           (2) All amounts described above, plus all or a
                  portion of the value of his Account attributable to Voluntary
                  Participant Contributions, plus a ratable portion of the
                  earnings and/or appreciation on such Voluntary Participant
                  Contributions;

                           (3)      All amounts described above, plus all or a
                  portion of the value of his Account attributable to Rollover
                  Contributions (including earnings and appreciation thereon);

                           (4) All amounts described above, plus up to fifty
                  percent (50%) of the value of his Account attributable to
                  Employer Matching Contributions (including earnings and
                  appreciation thereon) allocated to his Account; provided,
                  however, that said Participant shall have participated in the
                  Plan for not less than sixty (60) months at the time of the
                  withdrawal;

                           (5) (A) For Participants who have not 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)), all
                  amounts described above, plus all or a portion of the value of
                  his Account attributable to Elective Employer Contributions
                  (not including any earnings or appreciation thereon); and

                                    (B) For Participants who have 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)), all
                  amounts described above, plus all or a portion of the value of
                  his Account attributable to Elective Employer Contributions
                  and any earnings or appreciation thereon.

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


                                       30

<PAGE>



         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
which is attributable to Common Stock, 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 Common Stock, Southern Stock or Pepco common stock, as
applicable, to the extent of the whole number of shares of Common Stock,
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.

         11.5 Source of Withdrawal. Withdrawals shall be made pro rata by order
of Investment Fund. The value of the amount to be distributed under any option
listed in 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, a withdrawal pursuant to
         Section 11.1(a)(5)(A), in addition to the other requirements of Article
         XI, shall be permitted only 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;


                                       31

<PAGE>




                                    (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

                           (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;

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

                           (4) The Participant agrees not to make elective
                  contributions to this Plan or any other qualified or
                  non-qualified deferred compensation plan sponsored by an
                  Affiliated Employer (including stock purchase, stock option or
                  similar plans)


                                       32

<PAGE>




                  during the Participant's taxable year immediately following
                  the taxable year of the hardship distribution in excess of the
                  Participant's applicable elective deferral limits under
                  Section 402(g) of the Code for such taxable year less the
                  amount of the hardship distribution for the taxable year.

                  (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)(5)(A), 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 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 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.


                                       33

<PAGE>




                  (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 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
         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 the manner set forth in this Section 12.1 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 in one of the following ways:

                           (1)      In a single lump sum distribution; or

                           (2) In annual installments not to exceed twenty (20),
                  as selected by the Participant, or the Participant's life
                  expectancy. The amount of cash and/or the number of shares of
                  Common Stock in each installment shall be equal to the
                  proportionate value as of each Valuation Date immediately
                  preceding payment of the balance then to the credit of the
                  Participant in his Account determined by dividing the amount
                  credited to his Account as of such Valuation Date by the
                  number of payments remaining to be made.

                           If a Participant who is receiving installment
                  payments shall establish to the satisfaction of the Committee,
                  in accordance with principles and procedures established by
                  the Committee which are applicable to all persons similarly
                  situated, that a financial emergency exists in his affairs,
                  such as illness or accident to the Participant or a member of
                  his immediate family or other similar contingency, the
                  Committee may, for the purpose of alleviating such emergency,
                  accelerate the time of payment of some or all of the remaining
                  installments. If a Participant dies before receiving all of
                  the amount to the credit of his Account in accordance with
                  this paragraph (2), the amount remaining to the credit of his
                  Account at his death shall be distributed to his Beneficiary
                  as soon as practicable in accordance with Section 12.4.

                  (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.


                                       35

<PAGE>




         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 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 designation of Beneficiary may be revoked by the Participant without
the consent of any Beneficiary (or the Participant's Surviving Spouse) at any
time before the commencement of the distribution of benefits. 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


                                       36

<PAGE>




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

                           (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:


                                       37

<PAGE>




                           (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 separation from service
                  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.

         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


                                       38

<PAGE>




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 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 which is
attributable to Common Stock, Southern Stock or Pepco common stock be
distributed in the form of such Common Stock, 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


                                       39

<PAGE>




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.


                                       40

<PAGE>




                                  ARTICLE XIII
                           ADMINISTRATION OF THE PLAN

         13.1 Membership of Committee. The Plan shall be administered by the
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.


                                       41

<PAGE>




         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 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




                                       42

<PAGE>




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.

         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 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).


                                       43

<PAGE>




         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 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.


                                       44

<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 Purchase of Common Stock. As soon as practicable after receipt of
funds applicable to the purchase of Common Stock, the Trustee shall purchase
Common Stock or cause Common Stock to be purchased. Such Common Stock may be
purchased on the open market or by private purchase (including private purchases
directly from Mirant Corporation); provided that (a) no private purchase may be
made at any price greater than the last sale price or highest current
independent bid price, whichever is higher, for Common Stock on the New York
Stock Exchange, plus an amount equal to the commission payable in a stock
exchange transaction; and (b) if such private purchase shall be a purchase of
Common Stock directly from Mirant Corporation, no commission shall be paid with
respect thereto unless such commission satisfies the requirements of Prohibited
Transaction Class Exemption 75-1. Pending investment of funds in Common Stock,
the Trustee may hold in cash, and may temporarily invest such funds in
short-term United States obligations, other obligations guaranteed by the United
States Government, commercial paper, or certificates of deposit, and if the
Trustee so determines, may transfer such funds to money market funds utilized by
the Trustee for qualified employee benefit trusts.

         14.3 Voting of Common Stock. Before each annual or special meeting of
shareholders of Mirant Corporation, there shall be sent to each Participant a
copy of the proxy soliciting material for the meeting, together with a form
requesting instructions to the Trustee on how to vote the shares of Common Stock
credited to such Participant's Account as of the record date of the Common
Stock. Upon receipt of such instructions by the Trustee or its designated agent,
the Trustee shall vote such Common Stock as instructed by the Participant. If a
Participant does not provide the Trustee or its designated agent with timely
voting instructions for the Trustee, the Committee or its delegate shall direct
the Trustee how to vote such Participant's shares. The Committee or its delegate
shall also direct the


                                       45

<PAGE>




Trustee with respect to voting unallocated shares of Common Stock, if any.
Procedures similar to those described above shall also apply to voting the
Southern Stock credited to each Participant's Account.

         14.4 Voting of Other Investment Fund Shares. The voting of the shares
in any Investment Fund other than as specified in Section 14.3 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.

         14.5     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.

         14.6     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.


                                       46

<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).


                                       47

<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 which 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).


                                       48

<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 which 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) which 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 which 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 which 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


                                       49

<PAGE>




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 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.


                                       50

<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) For all purposes under the Plan, Hours of Service (Section
         2.32) and Years of Service (Section 2.53), shall include for Eligible
         Employees who were Employees on January 1, 1998, any hours of service
         and years of service, respectively, credited under the Commonwealth
         Edison Employee Savings and Investment Plan.

                  (b) The rate of Elective Employer Contributions (Section 4.1)
         and Voluntary Participant Contributions (Section 4.6) shall be 1% to
         16% 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.

         17.2 Utility Workers' Union of America Local #392 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 #392 and #480.

                  (a) For all purposes under the Plan, Hours of Service (Section
         2.32) and Years of Service (Section 2.53), 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.

                  (c) The rate of Elective Employer Contributions (Section 4.1)
         and Voluntary Participant Contributions (Section 4.6) shall be 1% to
         16% of Compensation.


                                       51

<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.

         17.3 International Brotherhood of Electrical Workers Local #2129
(Mobile). In accordance with Article XIX and notwithstanding any other
provisions of this Plan to the contrary, the provisions of this Section 17.3
apply to Eligible Employees who are members of the International Brotherhood of
Electrical Workers Local #2129.

                  (a) The rate of Elective Employer Contributions (Section 4.1)
         and Voluntary Participant Contributions (Section 4.6) shall be one
         percent (1%) to eighteen percent (18%) of Compensation.

                  (b) The rate of Employer Matching Contributions (Section 5.1)
         shall be 60% 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.

         17.4 United Paper Workers International Union Local #423 and #1421
(Mobile). In accordance with Article XIX and notwithstanding any other
provisions of this Plan to the contrary, the provisions of this Section 17.4
apply to Eligible Employees who are members of the United Paper Workers
International Union Local #423 and #1421.

                  (a) The rate of Elective Employer Contributions (Section 4.1)
         and Voluntary Participant Contributions (Section 4.6) shall be one
         percent (1%) to sixteen percent (16%) of Compensation.

                  (b) The rate of Employer Matching Contributions (Section 5.1)
         shall be 60% 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.

         17.5 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 17.5 shall apply to Eligible Employees who are members of the
International Brotherhood of Electrical Workers Local #1900.


                                       52

<PAGE>




                  (a) For all purposes under the Plan, Hours of Service (Section
         2.32) and Years of Service (Section 2.53), 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").

                  (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.

                  (c) The rate of Elective Employer Contributions (Section 4.1)
         and Voluntary Participant Contributions (Section 4.6) shall be 1% to
         19% of Compensation.

                  (d) The rate of Employer Matching Contributions (Section 5.1)
         shall be 40% 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)(4) 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"), which is transferred to this Plan
         pursuant to the provisions of Section 8.8, will be eliminated by the
         Committee as of the date which is five (5) years following the
         effective date of the acquisition of the facilities formerly owned by
         Pepco. Any Pepco common stock which remains in Participant's Investment
         Fund on such date shall be reinvested as determined by the Investment
         Review Committee.

                  (g) Any loans which 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
         terms of Section 11.7. 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.

         17.6 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 17.6 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
         2.32) and Years of Service (Section 2.53), shall include any hours of
         service and years of service,


                                       53

<PAGE>




         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
         20% 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)(4) 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 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>

         17.7 International Brotherhood of Electrical Workers Local #1245
(PG&E). Notwithstanding any provisions of this Plan to the contrary, the
provisions of this Section 17.7 shall 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 were
         Eligible Employees prior to April 17, 2001 only, Hours of Service
         (Section 2.32) and Years of Service (Section 2.53), shall include any
         hours of service and years of service, respectively, credited under the
         Pacific Gas and Electric Company Savings Fund Plan for Union
         Represented Employees (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 17.7 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.


                                       54

<PAGE>




                  (c) The rate of Elective Employer Contributions (Section 4.1)
         and Voluntary Participant Contributions (Section 4.6) shall be 1% to
         15% 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:

                                    (A)      the maximum percentage calculated
                           under Section 17.7(d)(1), (2), (3) (4) or (5),
                           whichever is applicable; or

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

                  (e) For Employees who were Eligible Employees prior to April
         17, 2001 only, in determining the ability of a Participant to withdraw
         Employer Matching Contributions under Section 11.1(a)(4) 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 17, 2001 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:


                                       55

<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>


                                       56

<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 are 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 the effective date of the merger of the
SERI BU Savings Plan into this Plan, each participant's account in the SERI BU
Savings Plan shall be transferred to this Plan. Such account shall be known as
the Participant's "SERI BU Savings Plan Transferred Account" and shall be
subject to the requirements of this Article XVIII.

                  (a) The portion of the SERI BU Savings Plan Transferred
         Account attributable to "elective employer contributions," as that term
         is defined in the SERI BU Savings Plan, shall be treated as Elective
         Employer Contributions under this Plan.

                  (b) The portion of the SERI BU Savings Plan Transferred
         Account attributable to "voluntary participant contributions," as that
         term is defined in the SERI BU Savings Plan, shall be treated as
         Voluntary Participant Contributions under this Plan.

                  (c) The portion of the SERI BU Savings Plan Transferred
         Account which is attributable to "employer matching contributions," as
         that term is defined in the SERI BU Savings Plan, shall be treated as
         Employer Matching Contributions under this Plan, except the Participant
         may direct the investment of such amounts in accordance with the second
         paragraph of Section 8.3.

                  (d) The portion of the SERI BU Savings Plan Transferred
         Account which is attributable to "rollover contributions," as that term
         is defined in the SERI BU Savings Plan, shall be treated as Rollover
         Contributions under this Plan.

         18.5     In-Service Withdrawals.


                                       57

<PAGE>




                  (a) In determining the ability of a Participant to withdraw
         amounts under Section 11.1(a)(4) of the Plan, a Participant shall be
         given credit for any participation in the SERI BU Savings Plan.

                  (b) Notwithstanding the provisions of Section 11.1 to the
         contrary, subject to the provisions of Article XII, this Section 18.5,
         and Sections 11.2 through 11.6, a Participant may make withdrawals from
         his SERI BU Savings Plan Transferred Account effective as of any
         Valuation Date in the order of priority listed below:

                           (1)      All or a portion of the value of his Account
                  attributable to Rollover Contributions (including earnings and
                  appreciation thereon);

                           (2) All amounts described above, plus all or a
                  portion of the value of his Account attributable to Voluntary
                  Participant Contributions, plus a ratable portion of the
                  earnings and/or appreciation on such Voluntary Participant
                  Contributions;

                           (3) All amounts described above, plus up to fifty
                  percent (50%) of the value of his Account attributable to
                  Employer Matching Contributions (including earnings and
                  appreciation thereon) allocated to his Account; provided,
                  however, that said Participant shall have participated in the
                  Plan for not less than sixty (60) months at the time of the
                  withdrawal;

                           (4) (A) For Participants who have not 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)), all
                  amounts described above, plus all or a portion of the value of
                  his Account attributable to Elective Employer Contributions
                  (not including any earnings or appreciation thereon); and

                                    (B) For Participants who have 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)), all
                  amounts described above, plus all or a portion of the value of
                  his Account attributable to Elective Employer Contributions
                  and any earnings or appreciation thereon.

                  (c) For all purposes of this Plan, a reference herein to
         Section 11.1(a)(4) shall be read to include a reference to Section
         18.5(b)(3), and a reference herein to Section 11.1(a)(5) shall be read
         to include a reference to Section 18.5(b)(4).

         18.6 Loans from SERI BU Savings Plan Transferred Accounts. Any loans
which were made to a Participant pursuant to the terms of the SERI BU Savings
Plan from funds under a SERI BU Savings Plan Transferred Account will be
transferred to this Plan and will become loans under this Plan, subject to the
terms of Section 11.7. The number of loans so transferred shall not


                                       58

<PAGE>




exceed three (3). The transfer of such loans, and the terms and conditions
thereof, shall be made in accordance with the procedures established by the
Committee.


                                       59

<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 are 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 the effective date of the merger of the
SERI Covered Employees' Plan into this Plan, each participant's account in the
SERI Covered Employees' Plan shall be transferred to this Plan. Such account
shall be known as the Participant's "SERI Covered Employees' Plan Transferred
Account" and shall be subject to the requirements of this Article XIX.

                  (a) The portion of the SERI Covered Employees' Plan
         Transferred Account attributable to "elective employer contributions,"
         as that term is defined in the SERI Covered Employees' Plan, shall be
         treated as Elective Employer Contributions under this Plan.

                  (b) The portion of the SERI Covered Employees' Plan
         Transferred Account attributable to "voluntary participant
         contributions," as that term is defined in the SERI Covered Employees'
         Plan, shall be treated as Voluntary Participant Contributions under
         this Plan.

                  (c) The portion of the SERI Covered Employees' Plan
         Transferred Account which is attributable to "employer matching
         contributions," as that term is defined in the SERI Covered Employees'
         Plan, shall be treated as Employer Matching Contributions under this
         Plan, except the Participant may direct the investment of such amounts
         in accordance with the second paragraph of Section 8.3.

                  (d) The portion of the SERI Covered Employees' Plan
         Transferred Account which is attributable to "rollover contributions,"
         as that term is defined in the SERI Covered Employees' Plan, shall be
         treated as Rollover Contributions under this Plan.


                                       60

<PAGE>




         19.5 In-Service Withdrawals. In determining the ability of a
Participant to withdraw amounts under Section 11.1(a)(4) of the Plan, a
Participant shall be given credit for any participation in the SERI Covered
Employees' Plan.

         19.6 Loans from SERI Covered Employees' Plan Transferred Accounts. Any
loans which were made to a Participant pursuant to the terms of the SERI Covered
Employees' Plan from funds under a SERI Covered Employees' Plan Transferred
Account will be transferred to this Plan and will become loans under this Plan,
subject to the terms of Section 11.7. The number of loans so transferred shall
not exceed three (3). The transfer of such loans, and the terms and conditions
thereof, shall be made in accordance with the procedures established by the
Committee.


                                       61

<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Mirant Services
Bargaining Unit Employee Savings Plan effective as of April 2, 2001, to be
executed this 13th day of April, 2001.


                                       62

<PAGE>




                        APPENDIX A - EMPLOYING COMPANIES

         The Employing Companies as of April 2, 2001 are:

                              Mirant Services, LLC
                        Mirant Mid-Atlantic Services, LLC


                                       63

<PAGE>



                                                                   EXHIBIT 10.29

                              AMENDED AND RESTATED


                               MIRANT CORPORATION


                       OMNIBUS INCENTIVE COMPENSATION PLAN






<PAGE>



\
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION................................................................1

ARTICLE 2. DEFINITIONS............................................................................................1

ARTICLE 3. ADMINISTRATION.........................................................................................4

ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS..........................................................5

ARTICLE 5. ELIGIBILITY AND PARTICIPATION..........................................................................6

ARTICLE 6. SHARES OF COMMON STOCK.................................................................................6

ARTICLE 7. STOCK OPTIONS..........................................................................................7

ARTICLE 8. STOCK APPRECIATION RIGHTS..............................................................................8

ARTICLE 9. RESTRICTED STOCK......................................................................................10

ARTICLE 10 PERFORMANCE UNITS, PERFORMANCE SHARES, AND
CASH-BASED AWARDS................................................................................................11

ARTICLE 11. PERFORMANCE MEASURES.................................................................................12

ARTICLE 12. BENEFICIARY DESIGNATION..............................................................................13

ARTICLE 13. DEFERRALS............................................................................................14

ARTICLE 14. RIGHTS OF EMPLOYEES/DIRECTORS........................................................................14

ARTICLE 15. CHANGE IN CONTROL....................................................................................14

ARTICLE 16. AMENDMENT, MODIFICATION, AND TERMINATION.............................................................15

ARTICLE 17. WITHHOLDING..........................................................................................16

ARTICLE 18. INDEMNIFICATION......................................................................................16

ARTICLE 19. SUCCESSORS...........................................................................................17

ARTICLE 20. GENERAL PROVISIONS...................................................................................17
</TABLE>


                                        i

<PAGE>




                              AMENDED AND RESTATED
                               MIRANT CORPORATION
                       OMNIBUS INCENTIVE COMPENSATION PLAN

ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION

         1.1. ESTABLISHMENT OF THE PLAN. Mirant Corporation, a Delaware
corporation (formerly known as Southern Energy, Inc. and hereinafter referred to
as the "Company"), established this incentive compensation plan, formerly known
as the "Southern Energy, Inc. Omnibus Incentive Compensation Plan" (hereinafter
referred to as the "Plan"), effective April 17, 2000, subject to approval by the
Company's stockholders. The Company amended and restated this Plan, effective
April 17, 2000 (the "Effective Date"), to add the grant of Shares of Common
Stock to the awards available under the Plan. The Plan also permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock, Performance Shares, Performance Units, and Cash-Based Awards.
The Company further amended and restated the Plan as of April 2, 2001 to change
the name to the "Amended and Restated Mirant Corporation Omnibus Incentive
Compensation Plan," to add provisions for the treatment of awards in the event
of certain corporate transactions, and to make certain other amendments to
reflect the completion of the spinoff as of April 2, 2001 of the Company from
Southern Company. This amended and restated Plan is subject to approval by the
Company's stockholders, and shall remain in effect as provided in Section 1.3
hereof.

         1.2. OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize
the profitability and growth of the Company through annual and long-term
incentives which are consistent with the Company's goals and which link the
personal interests of Participants to those of the Company's stockholders; to
provide Participants with an incentive for excellence in individual performance;
and to promote teamwork among Participants.

         The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Participants who
make significant contributions to the Company's success and to allow
Participants to share in the success of the Company.

         1.3. DURATION OF THE PLAN. The Plan shall commence on the Effective
Date, as described in Section 1.1 hereof, and shall remain in effect, subject to
the right of the Board of Directors to amend or terminate the Plan pursuant to
Article 16 hereof, until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions. However, in no event may an Award
be granted under the Plan on or after April 17, 2010.

ARTICLE 2. DEFINITIONS

         Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized:

<PAGE>




         2.1.     "AFFILIATE" shall mean any Person affiliated with the Company
                  as determined by the Committee.

         2.2.     "AWARD" means, individually or collectively, a grant under the
                  Plan of Shares of Common Stock, Nonqualified Stock Options,
                  Incentive Stock Options, Stock Appreciation Rights, Restricted
                  Stock, Performance Shares, Performance Units, or Cash-Based
                  Awards.

         2.3.     "AWARD AGREEMENT" means an agreement entered into by the
                  Company and each Participant setting forth the terms and
                  provisions applicable to Awards granted under this Plan.

         2.4.     "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the
                  meaning ascribed to such term in Rule 13d-3 of the General
                  Rules and Regulations under the Exchange Act.

         2.5.     "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors
                  of the Company.

         2.6.     "CASH-BASED AWARD" means an Award granted to a Participant, as
                  described in Article 10 herein.

         2.7.     "CHANGE IN CONTROL BENEFIT PLAN DETERMINATION POLICY" shall
                  mean the Mirant Corporation Change in Control Benefit Plan
                  Determination Policy, as approved by the Board of Directors,
                  as it may be amended from time to time in accordance with the
                  provisions therein.

         2.8.     "CODE" means the Internal Revenue Code of 1986, as amended
                  from time to time.

         2.9.     "COMMITTEE" means the Board or any committee or committees
                  appointed by the Board to administer Awards to Employees, as
                  specified in Article 3 herein. To the extent deemed
                  appropriate by the Board, any such committee may be comprised
                  of Directors who constitute "outside directors" under Code
                  Section 162(m) and "Non-Employee Directors" under Rule 16b-3
                  of the Exchange Act.

         2.10.    "COMMON STOCK" shall mean the common stock of the Company.

         2.11.    "COMPANY" means Mirant Corporation, a Delaware corporation,
                  including any and all Subsidiaries and Affiliates, and any
                  successor thereto as provided in Article 19 herein.

         2.12.    "COVERED EMPLOYEE" means a Participant who, as of the date of
                  vesting and/or payout of an Award, as applicable, is one of
                  the group of "covered employees," as defined in the
                  regulations promulgated under Code Section 162(m), or any
                  successor statute.


                                        2

<PAGE>




         2.13.    "DIRECTOR" means any individual who is a member of the Board
                  of Directors of the Company or any Subsidiary or Affiliate;
                  provided, however, that any Director who is employed by the
                  Company or any Subsidiary or Affiliate shall be considered an
                  Employee under the Plan.

         2.14.    "DISABILITY" shall have the meaning ascribed to such term in
                  the Participant's governing long-term disability plan, or if
                  no such plan exists, at the discretion of the Committee.

         2.15.    EFFECTIVE DATE" shall have the meaning ascribed to such term
                  in Section 1.1 hereof.

         2.16.    "EMPLOYEE" means any employee of the Company or its
                  Subsidiaries or Affiliates. Directors who are employed by the
                  Company shall be considered Employees under this Plan.

         2.17.    "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
                  amended from time to time, or any successor act thereto.

         2.18.    "EXERCISE PRICE" means the price at which a Share may be
                  purchased by a Participant pursuant to an Option.

         2.19.    "FAIR MARKET VALUE" shall be determined on the basis of the
                  closing sale price on the day prior to the applicable date, as
                  reported in the Wall Street Journal on the applicable date,
                  or, if there is no such sale, then on the last previous day on
                  which a sale was reported; if the Shares are not listed for
                  trading on a national securities exchange, the fair market
                  value of the Shares shall be determined by the Committee in
                  good faith.

         2.20.    "FREESTANDING SAR" means an SAR that is granted independently
                  of any Options, as described in Article 8 herein.

         2.21.    "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase
                  Shares granted under Article 7 herein and which is designated
                  as an Incentive Stock Option and which is intended to meet the
                  requirements of Code Section 422.

         2.22.    "INSIDER" shall mean an individual who is, on the relevant
                  date, an officer, director or ten percent (10%) Beneficial
                  Owner of any class of the Company's equity securities that is
                  registered pursuant to Section 12 of the Exchange Act, all as
                  defined under Section 16 of the Exchange Act.

         2.23.    "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to
                  purchase Shares granted under Article 7 herein and which is
                  not intended to meet the requirements of Code Section 422.


                                        3

<PAGE>




         2.24.    "OPTION" means an Incentive Stock Option or a Nonqualified
                  Stock Option, as described in Article 7 herein.

         2.25.    "PARTICIPANT" means an Employee or Director who has been
                  selected to receive an Award or who has outstanding an Award
                  granted under the Plan.

         2.26.    "PERFORMANCE-BASED EXCEPTION" means the performance-based
                  exception from the tax deductibility limitations of Code
                  Section 162(m).

         2.27.    "PERFORMANCE SHARE" means an Award granted to a Participant,
                  as described in Article 10 herein.

         2.28.    "PERFORMANCE UNIT" means an Award granted to a Participant, as
                  described in Article 10 herein.

         2.29.    "PERIOD OF RESTRICTION" means the period during which the
                  transfer of Shares of Restricted Stock is limited in some way
                  (based on the passage of time, the achievement of performance
                  goals, or upon the occurrence of other events as determined by
                  the Committee, at its discretion), and the Shares are subject
                  to a substantial risk of forfeiture, as provided in Article 9
                  herein.

         2.30.    "PERSON" shall have the meaning ascribed to such term in
                  Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
                  and 14(d) thereof, including a "group" within the meaning of
                  Section 13(d)(3) or 14(d)(2) thereof.

         2.31.    "RESTRICTED STOCK" means an Award granted to a Participant
                  pursuant to Article 9 herein.

         2.32.    "RETIREMENT" means termination of employment on or after age
                  65, or such other age as the Committee shall determine, for
                  reasons other than cause, as determined by the Committee.

         2.33.    "SHARES" means the shares of common stock of the Company.

         2.34.    "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted
                  alone or in connection with a related Option, designated as an
                  SAR, pursuant to the terms of Article 8 herein.

         2.35.    "SUBSIDIARY" means any corporation, partnership, joint
                  venture, or other entity in which the Company has a voting
                  interest.

         2.36.    "TANDEM SAR" means an SAR that is granted in connection with a
                  related Option pursuant to Article 8 herein, the exercise of
                  which shall require forfeiture of the right to purchase a
                  Share under the related Option (and when a Share is purchased
                  under the Option, the Tandem SAR shall similarly be canceled).


                                        4

<PAGE>




ARTICLE 3. ADMINISTRATION

         3.1. GENERAL. The Plan shall be administered by the Board or the
committee appointed by the Board to administer the Plan. The members of the
Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors. The Board may delegate to the Committee
any or all of the administration of the Plan; provided, however, that the
administration of the Plan with respect to Awards granted to Directors may not
be so delegated. To the extent that the Board has delegated to the Committee any
authority and responsibility under the Plan, all applicable references to the
Board in the Plan shall be to the Committee. The Committee shall have the
authority to delegate administrative duties to officers, Directors, or Employees
of the Company.

         3.2. AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select Employees and
Directors who shall participate in the Plan; determine the sizes and types of
Awards; determine the terms and conditions of Awards in a manner consistent with
the Plan; certify satisfaction of performance goals for purposes of satisfying
the requirements of Code Section 162(m); construe and interpret the Plan and any
agreement or instrument entered into under the Plan; establish, amend, or waive
rules and regulations for the Plan's administration; to authorize conversion or
substitution under the Plan of any or all outstanding Option or other Awards
held by service providers of an entity acquired by the Company on terms
determined by the Committee (without regard to limitations set forth in Section
7.3 and 8.6); and (subject to the provisions of Articles 15 and 16 herein) amend
the terms and conditions of any outstanding Award as provided in the Plan.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. To the extent
permitted by law and applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it.

         3.3. DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Committee shall be final, conclusive and binding on all
persons, including the Company, its stockholders, Directors, Employees,
Participants, and their estates and beneficiaries.

ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

         4.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be 32,000,000, no more than
32,000,000 of which may be granted in the form of Restricted Shares and no more
than 32,000,000 of which may be granted in the form of Incentive Stock Options.
The Committee shall determine the appropriate methodology for calculating the
number of shares issued pursuant to the Plan. Unless and until the Committee
determines that an Award to a Covered Employee shall not be designed to comply
with the Performance-Based Exception, the following rules shall apply to grants
of such Awards under the Plan:


                                        5

<PAGE>




         (a)      COMMON STOCK: The maximum aggregate number of Shares that may
                  be granted in the form of Shares of Common Stock, pursuant to
                  any Award granted in any one fiscal year to any one single
                  Participant shall be 3,200,000.

         (b)      STOCK OPTIONS: The maximum aggregate number of Shares that may
                  be granted in the form of Stock Options, pursuant to any Award
                  granted in any one fiscal year to any one single Participant
                  shall be 3,200,000.

         (c)      SARS: The maximum aggregate number of Shares that may be
                  granted in the form of Stock Appreciation Rights, pursuant to
                  any Award granted in any one fiscal year to any one single
                  Participant shall be 3,200,000.

         (d)      RESTRICTED STOCK: The maximum aggregate grant with respect to
                  Awards of Restricted Stock granted in any one fiscal year to
                  any one Participant shall be 3,200,000.

         (e)      PERFORMANCE SHARES/PERFORMANCE UNITS AND CASH-BASED AWARDS:
                  The maximum aggregate payout (determined as of the end of the
                  applicable performance period) with respect to Cash-Based
                  Awards or Awards of Performance Shares or Performance Units
                  granted in any one fiscal year to any one Participant shall be
                  equal to the value of 3,200,000 Shares.

         4.2. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment may
be made in the number and class of Shares which may be delivered under Section
4.1, in the number and class of and/or price of Shares subject to outstanding
Awards granted under the Plan, and in the Award limits set forth in subsections
4.1, as may be determined to be appropriate by the Committee, in its sole
discretion; provided, however, that the number of Shares subject to any Award
shall always be a whole number, except as otherwise determined by the Committee.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

         5.1. ELIGIBILITY. Persons eligible to participate in this Plan include
all Employees and Directors.

         5.2. ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees and
Directors, those to whom Awards shall be granted and shall determine the nature
and amount of each Award.


                                        6

<PAGE>




ARTICLE 6. SHARES OF COMMON STOCK

         6.1. GRANT OF SHARES OF COMMON STOCK. Subject to the terms and
provisions of the Plan, Shares of Common Stock may be granted to Participants in
such number, and upon such terms, and at any time and from time to time as shall
be determined by the Committee.

         6.2. AWARD AGREEMENT. Each grant of Shares shall be evidenced by an
Award Agreement that shall specify the number of Shares to which the grant
pertains, the Fair Market Value of the Shares on the date of grant, and such
other provisions as the Committee shall determine.

         6.3. RESTRICTIONS ON GRANTS OF SHARES. Grants of Shares of Common Stock
shall not be subject to a substantial risk of forfeiture based upon continued
employment with the Company at the time of the Award. However, the Shares shall
be subject to the general requirements applicable to Shares under this Plan,
unless provided otherwise in the Award Agreement, and may be subject to other
restrictions as the Committee shall determine.

ARTICLE 7. STOCK OPTIONS

         7.1. GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee.

         7.2. AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 422, or an
NQSO whose grant is intended not to fall under the provisions of Code Section
422.

         7.3. EXERCISE PRICE. The Exercise Price for each grant of an Option
under this Plan shall be at least equal to one hundred percent (100%) of the
Fair Market Value of a Share on the date the Option is granted.

         7.4. DURATION OF OPTIONS. Each Option granted to a Participant shall
expire at such time as the Board shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.

         7.5. EXERCISE OF OPTIONS. Options granted under this Article 7 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.

         7.6. PAYMENT. Options granted under this Article 7 shall be exercised
by the delivery of a written notice of exercise to the Company, setting forth
the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.

         The Exercise Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, or (b) by tendering
previously acquired Shares having an


                                        7

<PAGE>




aggregate Fair Market Value at the time of exercise equal to the total Exercise
Price (provided that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the
Exercise Price), or (c) by a combination of (a) and (b).

         The Board also may allow cashless exercise as permitted under Federal
Reserve Committee's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.

         Subject to any governing rules or regulations, as soon as practicable
after receipt of a written notification of exercise and full payment, the
Company shall deliver to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s) or make arrangements to have the Shares held at a bank or
other appropriate institution in noncertificated form.

         Unless otherwise determined by the Committee, all payments under all of
the methods indicated above shall be paid in United States dollars.

         7.7. RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 7 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

         7.8. TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each Participant's Option
Award Agreement shall set forth the extent to which the Participant shall have
the right to exercise the Option following termination of the Participant's
employment or directorship with the Company. Such provisions shall be determined
in the sole discretion of the Committee, shall be included in the Award
Agreement entered into with each Participant, need not be uniform among all
Options issued pursuant to this Article 7, and may reflect distinctions based on
the reasons for termination.

         7.9. NONTRANSFERABILITY OF OPTIONS.

         (a)      INCENTIVE STOCK OPTIONS. No ISO granted under the Plan may be
                  sold, transferred, pledged, assigned, or otherwise alienated
                  or hypothecated, other than by will or by the laws of descent
                  and distribution. Further, all ISOs granted to a Participant
                  under the Plan shall be exercisable during his or her lifetime
                  only by such Participant.

         (b)      NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
                  Participant's Award Agreement, no NQSO granted under this
                  Article 7 may be sold, transferred, pledged, assigned, or
                  otherwise alienated or hypothecated, other than by will or by
                  the laws of descent and distribution. Further, except as
                  otherwise provided in a Participant's Award Agreement, all
                  NQSOs granted to a Participant under this Article 7 shall be
                  exercisable during his or her lifetime only by such
                  Participant.


                                        8

<PAGE>




ARTICLE 8. STOCK APPRECIATION RIGHTS

         8.1. GRANT OF SARS. Subject to the terms and conditions of the Plan,
SARs may be granted to Participants at any time and from time to time as shall
be determined by the Committee. The Committee may grant Freestanding SARs,
Tandem SARs, or any combination of these forms of SAR.

         The Committee shall have complete discretion in determining the number
of SARs granted to each Participant (subject to Article 4 herein) and,
consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs.

         The Exercise Price of a Freestanding SAR shall equal the Fair Market
Value of a Share on the date of grant of the SAR. The Exercise Price of Tandem
SARs shall equal the Exercise Price of the related Option.

         8.2. EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the right
to exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.

         Notwithstanding any other provision of this Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Exercise Price of the underlying
ISO and the Fair Market Value of the Shares subject to the underlying ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Exercise
Price of the ISO.

         8.3. EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon them.

         8.4. SAR AGREEMENT. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the term of the SAR, and such
other provisions as the committee shall determine.

         8.5. TERM OF SARS. The term of an SAR granted under the Plan shall be
determined by the Board, in its sole discretion; provided, however, that such
term shall not exceed ten (10) years.

         8.6. PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined by
multiplying:

         (a)      The difference between the Fair Market Value of a Share on the
                  date of exercise over the Exercise Price; by

         (b)      The number of Shares with respect to which the SAR is
                  exercised.


                                        9

<PAGE>




         At the discretion of the Committee, the payment upon SAR exercise may
be in cash, in Shares of equivalent value, or in some combination thereof. The
Committee's determination regarding the form of SAR payout shall be set forth in
the Award Agreement pertaining to the grant of the SAR.

         8.7. TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each SAR Award Agreement
shall set forth the extent to which the Participant shall have the right to
exercise the SAR following termination of the Participant's employment or
directorship with the Company. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with Participants, need not be uniform among all SARs issued pursuant to
the Plan, and may reflect distinctions based on the reasons for termination.

         8.8. NONTRANSFERABILITY OF SARS. Except as otherwise provided in a
Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant.

ARTICLE 9. RESTRICTED STOCK

         9.1. GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Board shall determine.

         9.2. RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify the Period(s)
of Restriction, the number of Shares of Restricted Stock granted, and such other
provisions as the Committee shall determine.

         9.3. TRANSFERABILITY. Except as provided in this Article 9, the Shares
of Restricted Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable
Period of Restriction established by the Committee and specified in the
Restricted Stock Award Agreement, or upon earlier satisfaction of any other
conditions, as specified by the Committee in its sole discretion and set forth
in the Restricted Stock Award Agreement. All rights with respect to the
Restricted Stock granted to a Participant under the Plan shall be available
during his or her lifetime only to such Participant.

         9.4. OTHER RESTRICTIONS. The Committee shall impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including, without limitation, a
requirement that Participants pay a stipulated purchase price for each Share of
Restricted Stock, restrictions based upon the achievement of specific
performance goals (Company-wide, divisional, and/or individual), time-based
restrictions on vesting following the attainment of the performance goals,
and/or restrictions under applicable federal or state securities laws.


                                       10

<PAGE>




         To the extent deemed appropriate by the Committee, the Company may
retain the certificates representing Shares of Restricted Stock in the Company's
possession until such time as all conditions and/or restrictions applicable to
such Shares have been satisfied.

         Except as otherwise provided in this Article 9, Shares of Restricted
Stock covered by each Restricted Stock grant made under the Plan shall become
freely transferable by the Participant after the last day of the applicable
Period of Restriction.

         9.5. VOTING RIGHTS. If the Committee so determines, Participants
holding Shares of Restricted Stock granted hereunder may be granted the right to
exercise full voting rights with respect to those Shares during the Period of
Restriction.

         9.6. DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Participants holding Shares of Restricted Stock granted hereunder
may, if the Committee so determines, be credited with regular cash dividends
paid with respect to the underlying Shares while they are so held. The Committee
may apply any restrictions to the dividends that the Committee deems
appropriate. Without limiting the generality of the preceding sentence, if the
grant or vesting of Restricted Shares granted to a Covered Employee is designed
to comply with the requirements of the Performance-Based Exception, the Board
may apply any restrictions it deems appropriate to the payment of dividends
declared with respect to such Restricted Shares, such that the dividends and/or
the Restricted Shares maintain eligibility for the Performance-Based Exception.

         9.7. TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each Restricted Stock
Award Agreement shall set forth the extent to which the Participant shall have
the right to receive unvested Restricted Shares following termination of the
Participant's employment or directorship with the Company. Such provisions shall
be determined in the sole discretion of the Committee, shall be included in the
Award Agreement entered into with each Participant, need not be uniform among
all Shares of Restricted Stock issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination; provided, however that,
except in the cases connected with terminations by reason of death or
Disability, the vesting of Shares of Restricted Stock which qualify for the
Performance-Based Exception and which are held by Covered Employees shall not be
accelerated unless the Committee determines otherwise.

ARTICLE 10 PERFORMANCE UNITS, PERFORMANCE SHARES, AND CASH-BASED AWARDS

         10.1. GRANT OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS. Subject
to the terms of the Plan, Performance Units, Performance Shares, and/or
Cash-Based Awards may be granted to Participants in such amounts and upon such
terms, and at any time and from time to time, as shall be determined by the
Committee.

         10.2. VALUE OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS. Each
Performance Unit shall have an initial value that is established by the
Committee at the time of grant. Each Performance Share shall have an initial
value equal to the Fair Market Value of a Share on the date of grant. Each
Cash-Based Award shall have a value as may be determined by


                                       11

<PAGE>




the Committee. The Board shall set performance goals in its discretion which,
depending on the extent to which they are met, will determine the number and/or
value of Performance Units/Shares and Cash-Based Awards that will be paid out to
the Participant. For purposes of this Article 10, the time period during which
the performance goals must be met shall be called a "Performance Period."

         10.3. EARNING OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS.
Subject to the terms of this Plan, after the applicable Performance Period has
ended, the holder of Performance Units/Shares and Cash-Based Awards shall be
entitled to receive payout on the number and value of Performance Units/Shares
and Cash-Based Awards earned by the Participant over the Performance Period, to
be determined as a function of the extent to which the corresponding performance
goals have been achieved.

         10.4. FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES AND
CASH-BASED AWARDS. Payment of earned Performance Units/Shares and Cash-Based
Awards shall be made in a single lump sum or such other form designated by the
Committee following the close of the applicable Performance Period. Subject to
the terms of this Plan, the Committee, in its sole discretion, may pay earned
Performance Units/Shares and Cash-Based Awards in the form of cash or in Shares
(or in a combination thereof) which have an aggregate Fair Market Value equal to
the value of the earned Performance Units/Shares and Cash-Based Awards at the
close of the applicable Performance Period. Such Shares may be granted subject
to any restrictions deemed appropriate by the Board. The determination of the
Committee with respect to the form of payout of such Awards shall be set forth
in the Award Agreement pertaining to the grant of the Award.

         At the discretion of the Board, Participants may be entitled to receive
any dividends declared with respect to Shares which have been earned in
connection with grants of Performance Units and/or Performance Shares which have
been earned, but not yet distributed to Participants (such dividends may be
subject to the same accrual, forfeiture, and payout restrictions as apply to
dividends earned with respect to Shares of Restricted Stock, as set forth in
Section 9.6 herein as determined by the Committee). In addition, Participants
may, at the discretion of the Committee, be entitled to exercise voting rights
with respect to such Shares.

         10.5. TERMINATION OF EMPLOYMENT/DIRECTORSHIP. In the event that a
Participant's employment or directorship terminates for any reason, including by
reason of death, Disability or Retirement, all Performance Units/Shares and
Cash-Based Awards shall be forfeited by the Participant to the Company unless
determined otherwise by the Committee, as set forth in the Participant's Award
Agreement.

         10.6. NONTRANSFERABILITY. Except as otherwise provided in a
Participant's Award Agreement, Performance Units/Shares and Cash-Based Awards
may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, except as otherwise provided in a Participant's Award Agreement, a
Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.


                                       12

<PAGE>




ARTICLE 11. PERFORMANCE MEASURES

         Unless and until the Committee proposes for shareholder vote and
shareholders approve a change in the general performance measures set forth in
this Article 11, the attainment of which may determine the degree of payout
and/or vesting with respect to Awards to Covered Employees which are designed to
qualify for the Performance-Based Exception, the performance measure(s) to be
used for purposes of such grants shall be chosen from among:

         (a)      Earnings per share;

         (b)      Net income (before or after taxes);

         (c)      Return measures (including, but not limited to, return on
                  assets, equity, or sales);

         (d)      Cash flow return on investments which equals net cash flows
                  divided by owners equity;

         (e)      Earnings before or after taxes;

         (f)      Gross revenues;

         (g)      Gross margins; and

         (h)      Share price (including, but no limited to, growth measures and
                  total shareholder return).

         The Committee in its sole discretion shall have the ability to set such
performance measures at the corporate level or the subsidiary/business unit
level or set such other performance measures as it deems appropriate with
respect to individuals who are not reasonably likely to be Covered Employees at
the time of payment and/or vesting.

         The Committee shall have the discretion to adjust the determinations of
the degree of attainment of the preestablished performance goals; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception, and which are held by Covered Employee, may not be adjusted upward
(the Committee shall retain the discretion to adjust such Awards downward).

         In the event that applicable tax and/or securities laws change to
permit Committee discretion to alter the governing performance measures without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).


                                       13

<PAGE>




ARTICLE 12. BENEFICIARY DESIGNATION

         Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

ARTICLE 13. DEFERRALS

         The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option or SAR, the lapse or waiver of restrictions with respect to Restricted
Stock, or the satisfaction of any requirements or goals with respect to
Performance Units/Shares. If any such deferral election is required or
permitted, the Committee shall, in its sole discretion, establish rules and
procedures for such payment deferrals.

ARTICLE 14. RIGHTS OF EMPLOYEES/DIRECTORS

         14.1. EMPLOYMENT. Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.

         14.2. PARTICIPATION. No Employee or Director shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.

         14.3 RIGHTS AS A STOCKHOLDER. A Participant shall have none of the
rights of a shareholder with respect to shares of Common Stock covered by any
Award until the Participant becomes the record holder of such shares.

ARTICLE 15. CHANGE IN CONTROL

         15.1. CHANGE IN CONTROL. The provisions of the Change in Control
Benefit Plan Determination Policy are incorporated herein by reference to
determine the occurrence of a change in control of the Company, and the benefits
to be provided hereunder in the event of such a change in control. Any
modifications to the Change in Control Benefit Plan Determination Policy are
likewise incorporated herein.

         15.2. TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan (but subject to the
limitations of Section 16.3 hereof) or any Award Agreement provision, the
provisions of this Article 15 may not be terminated, amended, or modified on or
after the date of a "Change in Control" (as defined in the Change in Control
Benefit Plan Determination Policy) to affect adversely any Award theretofore
granted under the Plan without the prior written consent of the Participant with
respect to


                                       14

<PAGE>




said Participant's outstanding Awards; provided, however, the Board may
terminate, amend, or modify this Article 15 at any time and from time to time
prior to the date of a "Change in Control."

ARTICLE 16. AMENDMENT, MODIFICATION, AND TERMINATION

         16.1. AMENDMENT, MODIFICATION, AND TERMINATION. Subject to the terms of
the Plan, including without limitation Section 15.2, the Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part.

         16.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.2 hereof) effecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate;
provided that, unless the Committee determines otherwise at the time such
adjustment is considered, no such adjustment shall be authorized to the extent
that such authority would be inconsistent with the Plan's meeting the
requirements of Section 162(m) of the Code, as from time to time amended.
Without limiting the foregoing, the Committee shall have the right to
temporarily suspend the right to exercise any Award to facilitate a transaction,
to provide for the continuation of all or a portion of Awards and to make such
adjustments by such means as determined by the Committee in its discretion,
including, without limitation, for example, (a) cancellation of all or a portion
of any Award for a cash payment, (b) conversion of all or a portion of Shares
subject to an Award into other property or securities, (c) removal of any or all
restrictions and conditions on Award or (d) giving written notice to any
Participant that his or her Award will become immediately exercisable,
notwithstanding any waiting period otherwise prescribed and that the Award will
be cancelled if not exercised within a specified period of days after such
notice. Without limiting the foregoing, in the event of (i) a sale of
substantially all of the stock or assets of the Company; (ii) a merger,
consolidation, statutory share exchange or similar transaction in which the
Company is not the surviving entity; or (iii) a reverse merger in which the
Company is the surviving entity but the shares of the Common Stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, then to
the extent permitted by applicable law: any Awards that are outstanding as of
the consummation of such transaction shall be assumed by the surviving or
purchasing entity or its affiliate (the "Surviving Company") or converted into
or replaced by comparable awards in the Surviving Company, in a manner that
preserves the value of the Award as in effect immediately prior to the
consummation of such transaction, and no assumed, converted or replacement award
shall be subject to any terms which are less favorable than those which existed
with respect to the original Award immediately prior to such assumption,
conversion or replacement. Notwithstanding the foregoing, in the event the
Surviving Company does not assume such Awards or substitute similar Awards for
those outstanding under the Plan, then, with respect to Awards held by persons
then performing services as an Employee or Director, the vesting of such Awards
shall be accelerated in full, the holders of such Awards shall be given
reasonable opportunity to exercise such Awards prior to the consummation of such
transaction, and such Awards shall be terminated if not exercised prior to the
consummation of such transaction.


                                       15

<PAGE>




         16.3. AWARDS PREVIOUSLY GRANTED. Subject to Article 15, no termination,
amendment, or modification of the Plan shall adversely affect in any material
way any Award previously granted under the Plan, without the written consent of
the Participant holding such Award.

         16.4. COMPLIANCE WITH CODE SECTION 162(m). At all times when Code
Section 162(m) is applicable, all Awards granted under this Plan to Employees
who are or could reasonably become Covered Employees as determined by the
Committee shall comply with the requirements of Code Section 162(m); provided,
however, that in the event the Committee determines that such compliance is not
desired with respect to any Award or Awards available for grant under the Plan,
then compliance with Code Section 162(m) will not be required. In addition, in
the event that changes are made to Code Section 162(m) to permit greater
flexibility with respect to any Award or Awards available under the Plan, the
Board may, subject to this Article 16, make any adjustments it deems
appropriate.

ARTICLE 17. WITHHOLDING

         17.1. TAX WITHHOLDING. The Company shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy Federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.

         17.2. SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the transaction.
All such elections shall be irrevocable, made in writing, signed by the
Participant, and shall be subject to any restrictions or limitations that the
Board, in its sole discretion, deems appropriate.

ARTICLE 18. INDEMNIFICATION

         Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.


                                       16

<PAGE>




ARTICLE 19. SUCCESSORS

         All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 20. GENERAL PROVISIONS

         20.1. GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         20.2. SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

         20.3. REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         20.4. DELIVER OF TITLE. The Company shall have no obligation to issue
or deliver evidence of title for shares of Shares under the Plan prior to:

         (a) Obtaining any approvals from governmental agencies that the Company
             determines are necessary or advisable; and

         (b) Completion of any registration or other qualification of the Shares
             under any applicable national or foreign law or ruling of any
             governmental body that the Company determines to be necessary or
             advisable.

         20.5. SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act unless determined otherwise by the
Committee. To the extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Board.

         20.6. NO ADDITIONAL RIGHTS. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant's
employment at any time, or confer upon any Participant any right to continue in
the employ of the Company.


                                       17

<PAGE>




         No employee shall have the right to be selected to receive an Award
under this Plan or having been so selected, to be selected to receive a future
Award.

         Neither the Award nor any benefits arising under this Plan shall
constitute part of a Participant's employment contract with the Company or any
Affiliate, and accordingly, this Plan and the benefits hereunder may be
terminated at any time in the sole and exclusive discretion of the Committee
without giving rise to liability on the part of the Company or any Affiliate for
severance payments.

         20.7. EMPLOYEES BASED OUTSIDE OF THE UNITED STATES. Notwithstanding any
provision of the Plan to the contrary, in order to comply with provisions of
laws in other countries in which the Company, its Affiliates, and its
Subsidiaries operate or have Employees, the Board or the Committee, in their
sole discretion, shall have the power and authority to:

         (a) Determine which Employees employed outside the United States are
             eligible to participate in the Plan;

         (b) Modify the terms and conditions of any Award granted to Employees
             who are employed outside the United States; and

         (c) Establish subplans, modified exercise procedures, and other terms
             and procedures to the extent such actions may be necessary or
             advisable. Any subplans and modifications to Plan terms and
             procedures established under this Section 20.7 by the Board or the
             Committee shall be attached to this Plan document as Appendices.




         20.8. GOVERNING LAW. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the substantive laws (excluding the conflict of laws rules) of the
state of Delaware.


         IN WITNESS WHEREOF, this Mirant Corporation Omnibus Incentive
Compensation Plan has been executed by duly authorized officers of Mirant
Corporation and pursuant to resolutions of Mirant Corporation's Board of
Directors this 2nd day of April, 2001.

                                       18

<PAGE>
                                                                EXHIBIT 10.31













                              AMENDED AND RESTATED
                                 MIRANT SERVICES
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN






















<PAGE>






                              AMENDED AND RESTATED
                                 MIRANT SERVICES
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                    ARTICLE I - PURPOSE AND ADOPTION OF PLAN

         1.1 Adoption. Mirant Services, LLC (f/k/a Southern Energy Resources,
L.L.C.) hereby amends and restates the Mirant Services Supplemental Executive
Retirement Plan, effective as of the "Group Status Change Date" as defined in
the Employee Matters Agreement between Mirant Corporation (f/k/a Southern
Energy, Inc.) and the Southern Company. The Plan was originally adopted
effective June 25, 1998. The Plan shall be an unfunded deferred compensation
arrangement whose benefits shall be paid solely from the general assets of the
Employing Companies.

         1.2 Purpose. The Plan is designed to provide deferred compensation
benefits primarily for a select group of management or highly compensated
employees which are not otherwise payable under the Mirant Services Pension Plan
as a result of the exclusion of incentive pay from certain definitions of
earnings set forth under such plan.

                            ARTICLE II - DEFINITIONS

         2.1 "Accrued SERP Benefit" shall mean the actuarially determined
present value of a Participant's monthly SERP Benefit determined as of the
Participant's retirement date under the Pension Plan or, if later, the
Resolution Date, or, in the case of Plan termination, the date of such Plan
termination.

         2.2 "Administrative Committee" shall mean the committee appointed by
the Board of Managers under Section 3.1 hereof to administer the Plan.

         2.3 "Affiliated Employer" shall mean any corporation, other than the
Company, which is a member of the controlled group of corporations of which
Mirant Corporation is the common parent corporation, which the Board of Managers
may from time to time determine to identify under the Plan.

         2.4 "Affiliated Employer Incentive Pay" shall mean such incentive pay
paid to a Participant by an Affiliated Employer which the Administrative
Committee shall from time to time identify as incentive pay under the Plan,

<PAGE>

including, but not limited to any incentive pay paid under the Mirant
Corporation Omnibus Incentive Compensation Plan, as such plan may be amended
from time to time.

         2.5 "Base Pay Percentage" shall mean the percentage of a Participant's
base pay for purposes of Section 5.1(b)(2) hereof, as established by the Board
of Managers upon the recommendation of the Administrative Committee for each
Plan Year prior to the beginning of such Plan Year. In the event that the Board
of Managers does not consider the Base Pay Percentage for any particular Plan
Year, the Base Pay Percentage for such Plan Year shall be deemed to be the Base
Pay Percentage in effect for the immediately preceding Plan Year. The initial
Base Pay Percentage for the Company's Chief Executive Officer shall be ten
percent (10%) and for all other Participants shall be fifteen percent (15%).

         2.6 "Beneficiary" shall mean any person, estate, trust or organization
entitled to receive any payment under the Plan upon the death of a Participant.

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

         2.8 "Change in Control Benefit Plan Determination Policy" shall mean
the change in control benefit plan determination policy, as approved by the
Board of Managers, as it may be amended from time to time in accordance with the
provisions therein.

         2.9 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

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

         2.8 "Effective Date" of this amended and restated Plan shall mean the
"Group Status Change Date" as defined in the Employee Matters Agreement between
Mirant Corporation (f/k/a Southern Energy, Inc.) and the Southern Company. The
Plan was originally effective June 25, 1998.

         2.9 "Employee" shall mean any person who is an employee of an Employing
Company, excluding any person represented by a collective bargaining agent.

         2.10 "Employing Company" shall mean the Company and any United States
subsidiary or affiliate of Mirant Corporation, and any other subsidiary of
Mirant Corporation, which the Board may from time to time determine to bring
under the Plan and which shall adopt the Plan, and any successor of any of them.

         2.11 "Excess Benefit" shall mean the pension benefit, if any, that is
payable to a participant under the Mirant Services Supplemental Benefit Plan, as
amended from time to time.



<PAGE>


         2.12 "Incentive Pay" shall mean those short-term incentive awards, if
any, earned by an Employee under the terms of the Omnibus Plan, and such other
incentive awards as may be approved from time to time by the Board of Managers;
provided, however, any payment received by the Employee under the Mirant
Services Supplemental Compensation Plan shall be specifically excluded.

         2.13 "Omnibus Plan" shall mean the Mirant Corporation Omnibus Incentive
Compensation Plan, as amended from time to time.

         2.14 "Participant" shall mean an Employee or former Employee who is
eligible to participate in the Plan pursuant to Section 4.1 hereof.

         2.15 "Pension Plan" shall mean the Mirant Services Pension Plan, as
amended from time to time.

         2.16 "Plan" shall mean the Mirant Services Supplemental Executive
Retirement Plan, as amended from time to time.

         2.17 "Plan Year" shall mean the calendar year.

         2.18 "Resolution Date" shall mean the first date on which all of the
amount deferred with respect to a Participant under this Plan is reasonably
ascertainable within the meaning of Treasury Regulation 31.3121(v)(2).

         2.19 "SERP Benefit" shall mean the supplemental pension benefit
described in Section 5.1 hereof.

         2.20 "Trust" shall mean the Mirant Corporation Deferred Compensation
Trust.


         Where the context requires, the definitions of all terms set forth in
the Pension Plan shall apply with equal force and effect for purposes of
interpretation and administration of the Plan, unless said terms are otherwise
specifically defined in the Plan. The masculine pronoun shall be construed to
include the feminine pronoun and the singular shall include the plural, where
the context so requires.

                      ARTICLE III - ADMINISTRATION OF PLAN

         3.1 Administrative Committee. The general administrative functions of
the Plan shall be managed by the Administrative Committee appointed by the Board
of Managers. The initial members of the Administrative Committee shall be the
members of the Company's Americas Benefits Committee. Administrative Committee
members shall serve at the pleasure of the Board of Managers and may be removed
and appointed as the Board of Managers in its sole discretion shall determine.
<PAGE>

         3.2 Powers. The Administrative Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out the
provisions of the Plan more particularly set forth herein. The Administrative
Committee shall have the discretionary authority to interpret the Plan and shall
determine all questions arising in the administration, interpretation and
application of the Plan. Any such determination by it shall be conclusive and
binding on all persons. It may adopt such regulations as it deems desirable for
the conduct of its affairs. It may appoint such accountants, counsel, actuaries,
specialists and other persons as it deems necessary or desirable in connection
with the administration of this Plan, and shall be the agent for the service of
process.

         3.3 Duties of the Administrative Committee.

             (a) The Administrative Committee is responsible for the daily
administration of the Plan. It may appoint other persons or entities to perform
any of its fiduciary functions. The Administrative Committee and any such
appointee may employ advisors and other persons necessary or convenient to help
it carry out its duties, including its fiduciary duties. The Administrative
Committee shall have the right to remove any such appointee from his position.
Any person, group of persons or entity may serve in more than one fiduciary
capacity.

             (b) The Administrative Committee shall maintain accurate and
detailed records and accounts of Participants and of their rights under the Plan
and of all receipts, disbursements, transfers and other transactions concerning
the Plan. Such accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by persons designated by the
Administrative Committee.

             (c) The Administrative Committee shall take all steps necessary to
ensure that the Plan complies with the law at all times. These steps shall
include such items as the preparation and filing of all documents and forms
required by any governmental agency; maintaining adequate Participants' records;
recording and transmission of all notices required to be given to Participants
and their Beneficiaries; securing of such fidelity bonds as may be required by
law; and doing such other acts necessary for the proper administration of the
Plan. The Administrative Committee shall keep a record of all of its proceedings
and acts, and shall keep all such books of account, records and other data as
may be necessary for proper administration of the Plan.

         3.4 Indemnification. The Employing Company shall indemnify the
Administrative Committee against any and all claims, losses, damages, expenses
and liability arising from an action or failure to act, except when the same is
finally judicially determined to be the result of gross negligence or willful
misconduct. The Employing Company may purchase at its own expense sufficient
liability insurance for the Administrative Committee to cover any and all
claims, losses, damages and expenses arising from any action or failure to act
in connection with the execution of the duties of the Administrative Committee.
No member of the Administrative Committee shall receive any compensation from
the Plan for his or her service as such.
<PAGE>

                            ARTICLE IV - ELIGIBILITY

         4.1 Determination of Participation. The Administrative Committee in its
sole and absolute discretion shall determine those Employees who shall be
eligible to participate in the Plan. Upon being named as a Participant, such
Participant shall be deemed to have assented to the Plan and to any amendments
hereafter adopted. The Administrative Committee shall be authorized to rescind
the eligibility of any Participant if necessary to ensure that the Plan is
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees within the meaning of
the Employee Retirement Income Security Act of 1974, as amended.

         4.2 Eligibility for Benefits. Any Participant whose benefits under the
Pension Plan are limited by the exclusion of all or a portion of Incentive Pay
or Affiliated Employer Incentive Pay from the definition of Earnings thereunder
(or his spouse, as the case may be) shall be eligible to receive benefits under
the Plan provided such Participant (a) is participating in the Plan (or is
deemed to have participated in the Plan, as determined by the Administrative
Committee in its sole discretion) at the time of termination of employment with
his Employing Company while retirement eligible, (b) participated in the Plan
within ten (10) years of termination of employment with an Affiliated Employer
while retirement eligible under the Pension Plan, (c) dies while in active
service with an Employing Company or (d) dies while in active service with an
Affiliated Employer within ten (10) years of transfer of employment from an
Employing Company to such Affiliated Employer, provided in the case of death
such Employee's spouse is eligible to receive a survivor benefit under Article
VII of the Pension Plan.

                              ARTICLE V - BENEFITS

         5.1      SERP Benefit.

                  (a)      Subject to the terms of the Pension  Plan, a
Participant  shall be entitled to a monthly SERP Benefit equal to:

                           (1) 1.70% (1.0% if the Participant is subject to
                  Sections 5.1 and 5.2 of the Pension Plan) of the Participant's
                  Average Monthly Earnings multiplied by his years (and fraction
                  of a year) of Accredited Service to his Retirement Date, death
                  or other termination of service, including a Social Security
                  Offset, as adjusted, if necessary, under the terms of the
                  Pension Plan for commencement prior to the Participant's
                  Normal Retirement Date; less

                           (2) such Participant's Retirement Income that is
                  payable under the Pension Plan; less

                           (3) such Participant's Excess Benefit; less
<PAGE>

                           (4) the actuarial equivalent of any payments received
                  by a Participant under Section 4.1(a) of the Mirant Services
                  Supplemental Compensation Plan, which shall be determined
                  using the actuarial assumptions in Section 1.17 of such plan;
                  less

                           (5) the pension benefit, if any, that is payable to a
                  Participant under any other group and/or individual
                  supplemental benefit plan of the Company or an Affiliated
                  Employer; less

                           (6) the amount determined under Section 5.4 hereof.

                  (b) For purposes of Section 5.1(a)(1), the Participant's
Average Monthly Earnings shall be calculated based on the Participant's Earnings
that are considered under the Pension Plan in calculating his Retirement Income,
but without regard to the limitation of Section 401(a)(17) of the Code, and
including the following additional amounts:

                           (1) any portion of such Participant's base pay that
                  he may have elected to defer under the Mirant Corporation
                  Deferred Compensation Plan for Directors and Select Employees
                  but excluding any Incentive Pay he deferred under such plan;
                  and

                           (2) any Incentive Pay or Affiliated Employer
                  Incentive Pay that was earned as of the applicable Plan Year
                  in excess of the Participant's Base Pay Percentage for such
                  Plan Year.

                  In addition, to determine the Plan Years which produce the
highest monthly average to calculate Average Monthly Earnings under the Plan, a
Participant's Earnings shall include those additional amounts provided for in
this Section 5.1(b).

                  (c) For purposes of Section 5.1(a)(1), the Participant's years
of Accredited Service shall include any deemed Accredited Service provided under
the terms of any agreement concerning supplemental pension payments between the
Participant and an Employing Company or any Affiliated Employer.

                  (d) To the extent that a Participant's Retirement Income under
the Pension Plan is recalculated as a result of an amendment to the Pension Plan
in order to increase the amount of his Retirement Income, the Participant's SERP
Benefit shall also be recalculated in order to properly reflect such increase in
determining payments of the Participant's SERP Benefit made on or after the
effective date of such increase.

         5.2 Distribution of Benefits. The SERP Benefit, as determined in
accordance with Section 5.1 hereof, shall be payable in monthly increments on
the first day of the month concurrently with the Participant's Retirement Income
under the Pension Plan. The form in which the SERP Benefit is paid shall be the

<PAGE>

same as elected by the Participant under the Pension Plan. The Beneficiary of a
Participant's SERP Benefit shall be the same as the Provisional Payee, if any,
of the Participant's Retirement Income under the Pension Plan.

         5.3 FICA. If all or a portion of the Participant's Accrued SERP Benefit
has not yet been "taken into account" for employment tax purposes within the
meaning of Treasury Regulation 31.3121(v)(2), the Participant's initial monthly
SERP Benefit or, if such "taking into account" occurs thereafter, his first
monthly SERP Benefit following the Resolution Date, shall be increased by the
amount necessary to pay the tax due under the Federal Insurance Contributions
Act with respect to the amount of the Participant's Accrued SERP Benefit then
required to be "taken into account" ("FICA Tax"), if any, increased by the
amount necessary to pay the Participant's federal and state income tax (at a
combined estimated rate of forty-five percent (45%)) upon such FICA Tax and upon
such increase.

         5.4 FICA Adjustment. In the event of a one-time increase in a
Participant's SERP Benefit under Section 5.3 hereof, the Employing Company shall
thereafter reduce the Participant's Accrued SERP Benefit by the aggregate
amounts, if any, paid under Section 5.3 hereof, and calculate, based upon such
reduced Accrued SERP Benefit, the difference between the Participant's monthly
SERP Benefit prior to such reduction and the SERP Benefit the Participant would
have received based upon the reduced Accrued SERP Benefit determined on an
actuarially equivalent basis in accordance with the terms of the Pension Plan,
taking into account the form of benefit elected by the Participant under the
Pension Plan.

         5.5 Funding of Benefits. Except as expressly limited under the terms of
the Trust, the Employing Companies shall not reserve or otherwise set aside
funds for the payment of their obligations under the Plan. In any event, such
obligations shall be paid or deemed to be paid solely from the general assets of
the Employing Companies. Participants shall only have the status of a general,
unsecured creditor of the Employing Companies. When a Participant becomes
entitled to payment of a SERP Benefit, the Employing Company may, in its sole
discretion elect to purchase an annuity from a reputable third party annuity
provider to secure payment of all or any portion of the Participant's SERP
Benefit, pursuant to a uniform annuitization program adopted by the
Administrative Committee.

         5.6 Withholding. There shall be deducted from the payment of any SERP
Benefit due under the Plan the amount of any tax required by any governmental
authority to be withheld and paid over by the Employing Company to such
governmental authority for the account of the Participant or Beneficiary
entitled to such payment.

         5.7 Recourse Against Deferred Compensation Trust. In the event a
Participant disputes the calculation of his SERP Benefit, the Participant has
recourse against his Employing Company, Mirant Corporation, the Plan, and the
Trust for payment of benefits to the extent the Trust so provides.
<PAGE>

         5.8 Change in Control. The provisions of the Change in Control Benefit
Plan Determination Policy are incorporated herein by reference to determine the
occurrence of a change in control or preliminary change in control of Mirant
Corporation, the benefits to be provided hereunder and the funding of the Trust
in the event of such a change in control. Any modifications to the Change in
Control Benefit Plan Determination Policy are likewise incorporated herein.

         5.9 Mirant Corporation Guarantee. If the Company fails or refuses to
make payments under the Plan, Participants may have the right to obtain payment
by Mirant Corporation pursuant to the terms of the "Guarantee Agreement
Concerning Southern Energy Resources, Inc. Compensation and Benefit
Arrangements" entered into by the Company and Mirant Corporation. A
Participant's right to payment is not increased as a result of this Mirant
Corporation Guarantee. Participants have the same right to payment from Mirant
Corporation as they have from the Company. Any demand to enforce this Mirant
Corporation Guarantee should be made in writing and should reasonably and
briefly specify the manner and the amount the Company has failed to pay. Such
writing given by personal delivery or mail shall be effective upon actual
receipt. Any writing given by telegram or telecopier shall be effective upon
actual receipt if received during Mirant Corporation's normal business hours, or
at the beginning of the next business day after receipt, if not received during
Mirant Corporation's normal business hours. All arrivals by telegram or
telecopier shall be confirmed promptly after transmission in writing by
certified mail or personal delivery.

                           ARTICLE VI - MISCELLANEOUS

         6.1 Assignment. Neither the Participant, his Beneficiary nor his legal
representative shall have any rights to sell, assign, transfer or otherwise
convey the right to receive the payment of any SERP Benefit due hereunder, which
payment and the right thereto are expressly declared to be nonassignable and
nontransferable. Any attempt to assign or transfer the right to any payment
under the Plan shall be null and void and of no effect.

         6.2 Amendment and Termination. Except for the provisions of Section 5.9
hereof, which may not be amended following a "Change in Control" (as defined in
the Change in Control Benefit Plan Determination Policy), the Plan may be
amended or terminated at any time by the Board of Managers, provided that no
amendment or termination shall cause a forfeiture or reduction in any Accrued
SERP Benefits as of the date of such amendment or termination.

         6.3 No Guarantee of Employment. Participation hereunder shall not be
construed as creating any contract of employment between an Employing Company
and a Participant, nor shall it limit the right of the Employing Companies to
suspend, terminate, alter or modify, whether or not for cause, the employment
relationship between the Employing Company and a Participant.



<PAGE>


         6.4 Construction. This Plan shall be construed in accordance with and
governed by the laws of the State of Georgia, excluding any law which would
require the use of the laws of any other State, and to the extent such laws are
not otherwise superseded by the laws of the United States.



<PAGE>


                                                                   EXHIBIT 10.32

                               MIRANT CORPORATION
                                CHANGE IN CONTROL
                        BENEFIT PLAN DETERMINATION POLICY



<PAGE>




                               MIRANT CORPORATION
                                CHANGE IN CONTROL
                        BENEFIT PLAN DETERMINATION POLICY


                   ARTICLE I - PURPOSE AND ADOPTION OF POLICY

         1.1      Adoption of Policy. Mirant Corporation hereby adopts this
Change in Control Benefit Plan Determination Policy, effective as of April 2,
2001 (the "Effective Date").

         1.2 Purpose. The Policy is designed to govern the determination of a
Change in Control of Mirant and the benefits to be provided to employees of the
Employing Companies under certain employee benefit plans.

                            ARTICLE II - DEFINITIONS

         2.1      "Administrative Committee" shall mean the applicable committee
as provided in Section 12.1 hereof.

         2.2 "Beneficial Ownership" shall mean beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act.

         2.3      "Board" shall mean the board of directors of Mirant.

         2.4 "Change in Control" shall mean any of the following; provided,
however that a Spin-off shall not constitute a Change in Control:

                  (a) The Consummation of an acquisition by any Person of
         Beneficial Ownership of 20% or more of the combined voting power of
         Mirant's Voting Securities; provided, however, that for purposes of
         this subsection (a), the following acquisitions of Mirant's Voting
         Securities shall not constitute a Change in Control:

                           (i)      any acquisition directly from Mirant;

                           (ii)     any acquisition by Mirant or a Mirant
                  Subsidiary;

                           (iii)    any acquisition by any employee benefit plan
                  (or related trust) sponsored or maintained by Mirant or any
                  Mirant Subsidiary;

                           (iv)     any acquisition by a qualified pension plan
                  or publicly held mutual fund; or

                           (v)      an acquisition pursuant to a Non-Qualifying
                  Transaction (as defined in subsection (c) below); or


                                        2

<PAGE>




                  (b) Individuals who, at the Effective Date, constitute the
         Board (the "Incumbent Directors") cease for any reason to constitute at
         least a majority of the Board, provided that any person becoming a
         director after the Effective Date and whose election or nomination for
         election was approved by a vote of at least a majority of the Incumbent
         Directors then on the Board (either by a specific vote or by approval
         of the proxy statement of Mirant in which such person is named as a
         nominee for director, without written objection to such nomination)
         shall be an Incumbent Director; provided, however, that no individual
         initially elected or nominated as a director of Mirant as a result of
         an actual or threatened election contest (as described in Rule 14a-11
         under the 1934 Act ("Election Contest") or other actual or threatened
         solicitation of proxies or consents by or on behalf of any "person" (as
         such term is defined in Section 3(a)(9) of the 1934 Act and as used in
         Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board
         ("Proxy Contest"), including by reason of any agreement intended to
         avoid or settle any Election Contest or Proxy Contest, shall be deemed
         an Incumbent Director; or

                  (c) The Consummation of a reorganization, merger,
         consolidation, statutory share exchange or similar form of corporate
         transaction involving Mirant or a Mirant Subsidiary (a
         "Reorganization"), or the sale or other disposition of all or
         substantially all of Mirant's assets (a "Sale"), or the acquisition by
         Mirant of assets or stock of another corporation (an "Acquisition"),
         unless, immediately following such Reorganization, Sale or Acquisition,
         all of the following three conditions are met (any Reorganization, Sale
         or Acquisition which satisfies all of the criteria specified in (i),
         (ii) and (iii) below shall be deemed to be a "Non-Qualifying
         Transaction"):

                           (i) all or substantially all of the individuals and
                  entities who held Beneficial Ownership, respectively, of
                  Mirant's Voting Securities immediately prior to such
                  Reorganization, Sale or Acquisition beneficially own, directly
                  or indirectly, 65% or more of the combined voting power of the
                  Voting Securities of the corporation surviving or resulting
                  from such Reorganization, Sale or Acquisition (including,
                  without limitation, a corporation which as a result of such
                  transaction holds Beneficial Ownership of all or substantially
                  all of Mirant's Voting Securities or all or substantially all
                  of Mirant's assets either directly or through one or more
                  subsidiaries, the "Surviving Company"), in substantially the
                  same proportions as their ownership, immediately prior to such
                  Reorganization, Sale or Acquisition, of Mirant's Voting
                  Securities;

                           (ii) no Person (other than (A) Mirant or any Mirant
                  Subsidiary, (B) the Surviving Company or its ultimate parent
                  corporation, (C) any employee benefit plan (or related trust)
                  sponsored or maintained by any of the foregoing, or (D) any
                  qualified pension plan or publicly held mutual fund) holds
                  Beneficial Ownership, directly or indirectly, of 20% or more
                  of the combined voting power of the then outstanding Voting
                  Securities of Surviving Company except to the extent that such
                  ownership existed prior to the Reorganization, Sale or
                  Acquisition; and


                                        3

<PAGE>




                           (iii) at least a majority of the members of the board
                  of directors of Surviving Company were members of the
                  Incumbent Board at the earlier of the date of execution of the
                  initial agreement, or of the action of the Board, providing
                  for such Reorganization, Sale or Acquisition.

         2.5 "Consummation" shall mean the completion of the final act necessary
to complete a transaction as a matter of law, including, but not limited to, any
required approvals by the corporation's shareholders and board of directors, the
transfer of legal and beneficial title to securities or assets and the final
approval of the transaction by any applicable domestic or foreign governments or
agencies.

         2.6 "Disability" has the meaning assigned such term in the applicable
Employee Benefit Plan or, if not defined therein, the meaning assigned such term
in the Employing Company's governing long-term disability plan, or if no such
plan exists, at the discretion of the Mirant Committee. The Mirant Committee may
require such medical or other evidence as it deems necessary to judge the nature
and permanency of the Employee's condition.

         2.7      "Effective Date" shall mean April 2, 2001.

         2.8 "Employee" shall mean a full-time or part-time common law employee
of an Employing Company who is not covered by a collective bargaining agreement
between Mirant or an Employing Company and a union or other employee
representative as of the date of a Change in Control.

         2.9 "Employee Benefit Plan(s)" shall mean, collectively, the Southern
Energy Resources, Inc. Deferred Incentive Compensation Plan, the Amended and
Restated Mirant Corporation Omnibus Incentive Compensation Plan, the Amended and
Restated Mirant Services Supplemental Executive Retirement Plan, the Mirant
Corporation Deferred Compensation Plan for Directors and Select Employees, the
Mirant Services Supplemental Benefit Plan, the Mirant Services Supplemental
Compensation Plan, and any retention agreement(s) between an Employee and Mirant
or an Employing Company which provides for the payment of a retention bonus or
award upon the occurrence of a Change in Control, as any such plan or agreement
may be amended from time to time in accordance with its terms.

         2.10 "Employing Company" shall mean Mirant Services LLC, any other
Mirant Subsidiary located in the United States which shall adopt the Policy with
the approval of the Board, and any other Mirant Subsidiary which the Board may
from time to time determine to bring under the Policy and which shall adopt the
Policy, and any successor of any of them.

         2.11     "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

         2.12 "Good Reason" shall mean, without an Employee's express written
consent, after written notice to his Employing Company, and after a thirty (30)
day opportunity for the Employing Company to cure, the continuing occurrence of
any of the following events:


                                        4

<PAGE>




                  (a)      Inconsistent Duties. A meaningful and detrimental
         alteration in the Employee's position or in the nature or status of his
         responsibilities from those in effect immediately prior to the Change
         in Control;

                  (b) Reduced Salary. A reduction of five percent (5%) or more
         by the Employing Company in either of the following: (i) the Employee's
         highest annual base salary rate as in effect at any time during the
         twelve (12) month period immediately preceding the date of the Change
         in Control ("Base Salary") (except for a less than ten percent (10%),
         across-the-board Base Salary rate reduction similarly affecting at
         least ninety-five percent (95%) of all Employees of the Employing
         Company); or (ii) the sum of the Employee's Base Salary plus target
         bonus under the Employing Company's short term bonus plan, as in effect
         immediately prior to the Change in Control (except for a less than ten
         percent (10%), across-the-board reduction of Base Salary plus target
         bonus under such short term plan similarly affecting at least
         ninety-five percent (95%) of all Employees of the Employing Company);

                  (c) Pension and Compensation Plans. The failure by the
         Employing Company to continue in effect any "pension plan or agreement"
         or "compensation plan or agreement" in which the Employee participates
         as of the date of the Change in Control or the elimination of the
         Employee's participation in any such plan (except for across-the-board
         plan changes or terminations similarly affecting at least ninety-five
         percent (95%) of all Employees of the Employing Company). For purposes
         of this subsection (c), a "pension plan or agreement" shall mean any
         written arrangement executed by an authorized officer of the Employing
         Company which provides for payments upon retirement; and a
         "compensation plan or agreement" shall mean any written arrangement
         executed by an authorized officer of the Employing Company which
         provides for periodic, non-discretionary compensatory payments to
         employees in the nature of bonuses;

                  (d) Relocation. A change in the Employee's work location to a
         location more than fifty (50) miles from the facility where the
         Employee was located immediately prior to the Change in Control, unless
         such new work location is within fifty (50) miles from the Employee's
         principal place of residence at the time of the Change in Control. The
         acceptance, if any, by the Employee of employment by an Employing
         Company at a work location which is outside the fifty (50) mile radius
         set forth in this Section 2.13(d) shall not be a waiver of the
         Employee's right to refuse subsequent transfer by the Employing Company
         to a location which is more than fifty (50) miles from the Employee's
         principal place of residence at the time of the Change in Control, and
         such subsequent, unconsented transfer shall be "Good Reason" under this
         Policy; or

                  (e) Benefits and Perquisites. The taking of any action by the
         Employing Company that would directly or indirectly materially reduce
         the benefits enjoyed by the Employee under the Employing Company's
         retirement, life insurance, medical, health and accident, disability,
         deferred compensation or savings plans in which the Employee was
         participating immediately prior to the Change in Control, or the
         failure by the Employing Company to provide the Employee with the
         number of paid vacation days to which the


                                        5

<PAGE>




         Employee is entitled on the basis of years of service with the
         Employing Company in accordance with the Employing Company's normal
         vacation policy in effect immediately prior to the Change in Control
         (except for across-the-board plan or vacation policy changes or plan
         terminations similarly affecting at least ninety-five percent (95%) of
         all Employees of the Employing Company).

         Good Reason shall not include the Employee's death or Disability. The
fact that an employee may be eligible for Retirement shall not prevent him from
resigning for Good Reason provided an event of Good Reason shall have occurred.
Any dispute as to whether an event of Good Reason shall have occurred or been
cured on a timely basis shall be resolved by the Mirant Committee; provided,
however, that if any member of the Mirant Committee is an Employee involved in
the dispute, such dispute shall be resolved by the Board. Any such resolution by
the Mirant Committee or the Board, as appropriate, shall be binding on the
Employing Company and the Employee.

         2.13 "Investment Review Committee" shall mean the Investment Review
Committee established by the Board of Directors of Mirant, which committee shall
be charged with determining the funding of the Trust when such finding is
required by this Policy.

         2.14     "Mirant" shall mean Mirant Corporation, a Delaware
corporation, its successors and assigns.

         2.15     "Mirant Committee" shall mean the following officers of
Mirant: Chief Executive Officer, Chief Financial Officer, Chief Administrative
Officer and General Counsel.

         2.16 "Mirant Subsidiary" shall mean any corporation or other entity of
which Mirant holds, directly or indirectly, Beneficial Ownership of more than
50% of the combined voting power of such corporation's Voting Securities, or in
the case of any other entity, Beneficial Ownership of more than 50% of such
entity's voting equity interests.

         2.17 "Person" shall mean any individual, entity or group within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

         2.18 "Plan Termination" shall mean the termination of an Employee
Benefit Plan by the plan sponsor within two (2) years following a Change in
Control unless an equitable arrangement (embodied in an ongoing substitute or
replacement plan) has been made with respect to the Employee Benefit Plan in
connection with the Change in Control. For purposes of this Policy, an ongoing
substitute or alternative plan shall be considered an "equitable arrangement" if
a nationally recognized compensation consulting firm chosen by the Board or the
Mirant Committee opines in writing that the post-Change in Control plan is an
equitable substitute for or replacement of the Employee Benefit Plan being
terminated.

         2.19     "Preliminary Change in Control" shall mean the occurrence of
any of the following, as determined by the Mirant Committee:


                                        6

<PAGE>




                  (a)      Mirant has entered into a definitive written
         agreement for a transaction which, if Consummated, would result in a
         Change in Control;

                  (b) Mirant or any Person publicly announces an intention to
         take or to consider taking actions which, if Consummated, would result
         in a Change in Control, but only if the Mirant Committee determines, in
         its sole discretion, that such announcement is credible in the sense
         that the Person making the announced intention has or appears to have
         the reasonable ability to carry out the announced intention, without
         regard for whether such Person's ultimate success in bringing about a
         Change in Control is reasonably likely;

                  (c) Any Person achieves the Beneficial Ownership of fifteen
         percent (15%) or more of the combined voting power of the Mirant Voting
         Securities, other than in an acquisition that would not constitute a
         Change in Control even if such Beneficial Ownership exceeded twenty
         (20%) of the combined voting power of the Mirant Voting Securities; or

                  (d) The Board adopts a resolution to the effect that, for
         purposes of this Policy, a Preliminary Change in Control has occurred.

         2.20 "Retirement" has the meaning assigned such term in the applicable
Employee Benefit Plan or, if not defined therein, shall mean voluntary
termination of employment from the Employing Company on or after attaining age
55 and having ten years of service, or such other age, or combination of age and
years of service, as the Mirant Committee shall determine.

         2.21 "Severed Employee" shall mean an Employee whose employment is
involuntarily terminated by his Employing Company at any time during the two (2)
year period following a Change in Control for any reason other than for Cause or
who shall voluntarily terminate his employment with his Employing Company for
Good Reason at any time during the two (2) year period following a Change in
Control. Notwithstanding anything to the contrary herein, a "Severed Employee"
shall not include an Employee who:

                  (a) is on leave of absence as of his Termination Date, unless
         such Employee is capable of returning to work within twelve (12) weeks
         of the beginning of such leave of absence from work;

                  (b)      voluntarily terminates his employment with the
         Employing Company other than for Good Reason;

                  (c)      has his employment terminated by the Employing
         Company for Cause; or

                  (d)      terminates from employment by reason of his death or
         Disability.

         2.22 "Spin-off" shall mean the split up of the business of Mirant into
two or more separate business segments, followed by a spin-off of one or more of
such business to the


                                        7

<PAGE>




shareholders of Mirant in a transaction that would constitute a tax-free
distribution of securities under Section 355 of the Internal Revenue Code of
1986, as amended.

         2.23 "Termination for Cause" or "Cause" shall mean an Employee's
termination of employment by his Employing Company by reason of the occurrence
of any of the following:

                  (a) The willful and continued failure by the Employee to
         substantially perform his duties with his Employing Company (other than
         any such failure resulting from the Employee's Disability or from the
         Employee's Retirement or any such actual or anticipated failure
         resulting from resignation by the Employee for Good Reason) after a
         written demand for substantial performance is delivered to the Employee
         by his supervising officer of the Employing Company or by the
         Administrative Committee, which demand specifically identifies the
         manner in which such officer or committee believes that the Employee
         has not substantially performed his duties; or

                  (b) The willful engaging by the Employee in conduct that is
         demonstrably and materially injurious to the Employing Company, Mirant
         or any Mirant Subsidiary, monetarily or otherwise, including but not
         limited to any of the following:

                           (i)      any willful act involving fraud or
                  dishonesty in the course of the Employee's employment by his
                  Employing Company;

                           (ii) the willful carrying out of any activity or the
                  making of any statement by the Employee which would materially
                  prejudice or impair the good name and standing of an Employing
                  Company, Mirant or any Mirant Subsidiary or would bring the
                  Employing Company, Mirant or any Mirant Subsidiary into
                  contempt or ridicule or would reasonably shock or offend any
                  community in which the Employing Company, Mirant or such
                  Mirant Subsidiary is located;

                           (iii) attendance by the Employee at work in a state
                  of intoxication or otherwise being found in possession at his
                  workplace of any prohibited drug or substance, possession of
                  which would amount to a criminal offense;

                           (iv)     assault or other act of violence by the
                  Employee against any person during the course of employment;
                  or

                           (v)      the Employee's conviction of any felony or
                  any misdemeanor involving moral turpitude.

         No act or failure to act by an Employee shall be deemed "willful"
unless done, or omitted to be done, by the Employee not in good faith and
without reasonable belief that his action or omission was in the best interest
of his Employing Company.

         Notwithstanding the foregoing and subject to the following sentence, an
Employee shall not be deemed to have been terminated for Cause unless and until
there shall have been delivered


                                        8

<PAGE>




to him a copy of a resolution duly adopted by the affirmative vote of the
majority of the Mirant Committee at a meeting called and held for such purpose
(after reasonable notice to the Employee and an opportunity for him, together
with counsel, to be heard before the Mirant Committee), finding that, in the
good faith opinion of the Mirant Committee, the Employee was guilty of the
conduct set forth in subsection (a) or (b) above and specifying the particulars
thereof in detail. If the terminating Employee is a member of the Mirant
Committee, then the Board (rather than the Mirant Committee) shall have the duty
and authority assigned to the Mirant Committee in the foregoing sentence. If an
Employee is a party to a Change in Control Agreement with Mirant or the
Employing Company, the definition of "Termination for Cause" or "Cause" in such
agreement shall apply with respect to such Employee for purposes of this Policy.

         2.24 "Termination Date" of a Severed Employee means the date on which
the Employee is separated from his Employing Company's regular payroll.

         2.25     "Trust" shall mean the Mirant Corporation Deferred
Compensation Trust.

         2.26 "Voting Securities" shall mean the outstanding voting securities
of a corporation entitling the holder thereof to vote generally in the election
of such corporation's directors.

                        ARTICLE III - POOLING ACCOUNTING

         Notwithstanding anything to the contrary herein, if, but for any
provision of this Policy, a Change in Control transaction would otherwise be
accounted for as a pooling-of-interests under APB No.16 ("Pooling Accounting")
(after giving effect to any and all other facts and circumstances affecting
whether such Change in Control transaction would use Pooling Accounting), such
provision or provisions of this Policy which would otherwise cause the Change in
Control transaction to be ineligible for Pooling Accounting shall automatically
be void and ineffective in such a manner and to the extent that by eliminating
such provision or provisions of this Policy, Pooling Accounting would be
available for such Change in Control transaction and Pooling Accounting is in
fact used for such Change in Control transaction.

                ARTICLE IV - DEFERRED INCENTIVE COMPENSATION PLAN
                          CHANGE IN CONTROL PROVISIONS

         4.1 Application. The provisions of this Article IV apply to benefits
payable under the Southern Energy Resources, Inc. Deferred Incentive
Compensation Plan (the "DICP"), notwithstanding any provision in the DICP to the
contrary. The meaning of capitalized terms not defined herein are determined
under the DICP.

         4.2 General. Notwithstanding any other terms of the DICP to the
contrary, following a Change in Control, the provisions of this Article IV shall
apply to the payment of benefits under the DICP with respect to any Employee who
is a Participant in the DICP on such date.

         4.3      Funding of Trust. The Trust has been established to hold
assets of the Employing Companies under certain circumstances as a reserve for
the discharge of such companies'


                                        9

<PAGE>




obligations under the DICP. In the event of a Preliminary Change in Control, the
Employing Companies shall be obligated to immediately contribute such amounts to
the Trust as may be necessary to fully fund all benefits payable under the DICP
in accordance with the procedures set forth in Section 4.4 hereof. In addition,
in order to provide the added protections for certain individuals in accordance
with Paragraph 7(b) of the Trust, the Employing Companies may fund the Trust
prior to a Preliminary Change in Control in accordance with the terms of the
Trust. All assets held in the Trust remain subject only to the claims of the
Employing Companies' general creditors whose claims against the Employing
Companies are not satisfied because of the Employing Companies' bankruptcy or
insolvency (as those terms are defined in the Trust). No Participant has any
preferred claim on, or beneficial ownership interest in, any assets of the Trust
before the assets are paid to the Participant and all rights created under the
Trust, as under the DICP, are unsecured contractual claims of the Participant
against his Employing Company.

         4.4 Calculation of Trust Contribution. As soon as practicable following
a Preliminary Change in Control, the affected Employing Companies shall
contribute an amount based upon the funding strategy adopted by the Investment
Review Committee with the assistance of an appointed actuary necessary to
fulfill the Employing Companies' obligations pursuant to this Article IV. In the
event of a dispute over such actuary's determination, the respective Employing
Company(ies) and any complaining Participant(s) shall refer such dispute to an
independent, third-party actuarial consultant, chosen by the Employing Company
and such Participant. If the Employing Company and the Participant cannot agree
on an independent, third-party actuarial consultant, the actuarial consultant
shall be chosen by lot from an equal number of actuaries submitted by the
Employing Company and the trustee of the Trust. Any such referral shall only
occur once in total and the determination by the third-party actuarial
consultant shall be final and binding upon both parties. The Employing Companies
shall be responsible for all of the fees and expenses of the independent
actuarial consultant.

         4.5 Benefit Upon Change in Control. In the event of a Change in
Control, notwithstanding anything to the contrary in the DICP, any vested
Account balances under the DICP shall be paid out in a lump sum no later than
ninety (90) days following the Change in Control, except to the extent that the
DICP provides for and the Participant makes an alternative election concerning
the timing and/or form of payment in the event of a Change in Control. Any other
benefits under the DICP will be calculated and distributed pursuant to the terms
of the DICP, except as modified by this Article IV.

         4.6 Plan Termination. In the event of a Plan Termination, the
restrictions and deferral limitations applicable to any Account held by a
Participant shall lapse, and such Account shall become free of all restrictions
and limitations and shall become fully vested. Each Participant shall be
entitled to receive cash in the amount equal to the aggregate value of his DICP
Accounts, which shall be paid in a lump sum within ninety (90) days after the
date of the Plan Termination. Notwithstanding anything in the DICP to the
contrary, the value of each DICP Account shall be determined as the product of
(i) the number of units of phantom stock of Mirant that are then credited to
such Account, times (ii) the greater of (a) the closing price of Mirant Stock on
the date immediately preceding the Change in Control, or (b) the closing price,
on the date of the Plan Termination, of Mirant Stock (or such other security
into which Mirant Stock shall have been converted or exchanged in connection
with the Change in Control).


                                       10

<PAGE>




         4.7 Benefits for Severed Employees. If the DICP is in place through the
Severed Employee's Termination Date, any of the Severed Employee's Awards as of
the Termination Date which are not then vested shall become fully vested and the
Severed Employee shall be entitled to receive cash in the amount equal to the
aggregate value of the Severed Employee's DICP Accounts as of his Termination
Date. Such amount shall be paid in a lump sum within ninety (90) days after the
Severed Employee's Termination Date. Notwithstanding anything in the DICP to the
contrary, the value of a DICP Account of a Severed Employee shall be determined
as the product of (i) the number of units of phantom stock of Mirant that are
then credited to such Account, times (ii) the greater of (a) the closing price
of Mirant Stock on the date immediately preceding the Change in Control, or (b)
the closing price, on the Severed Employee's Termination Date, of Mirant Stock
(or such other security into which Mirant Stock shall have been converted or
exchanged in connection with the Change in Control).

                 ARTICLE V - OMNIBUS INCENTIVE COMPENSATION PLAN
                 CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

         5.1 Application. The provisions of this Article V apply to benefits
payable under the Amended and Restated Mirant Corporation Omnibus Incentive
Compensation Plan (the "Omnibus Plan"), notwithstanding any provision in the
Omnibus Plan to the contrary. The meaning of capitalized terms not defined
herein are determined under the Omnibus Plan.

         5.2 Funding of Trust. The Trust has been established to hold assets of
Mirant under certain circumstances as a reserve for the discharge of certain of
its obligations under the Omnibus Plan. In the event of a Preliminary Change in
Control, Mirant shall be obligated to immediately contribute such amounts to the
Trust as may be necessary to fully fund the cash settlement of any
then-outstanding Restricted Stock Units or Performance Restricted Stock Units
payable under the Omnibus Plan, with the benefit for Participants who hold such
awards to be determined under Sections 5.4 and 5.5 hereof, in accordance with
the procedures set forth in Section 5.3 hereof. In addition, in order to provide
the added protections for certain individuals in accordance with Paragraph 7(b)
of the Trust, the Employing Companies may fund the Trust prior to a Preliminary
Change in Control. All assets held in the Trust remain subject only to the
claims of Mirant's general creditors whose claims against Mirant are not
satisfied because of Mirant's bankruptcy or insolvency (as those terms are
defined in the Trust). No Participant has any preferred claim on, or beneficial
ownership interest in, any assets of the Trust before the assets are paid to the
Participant and all rights created under the Trust, as under the Omnibus Plan,
are unsecured contractual claims of the Participant against Mirant.

         5.3 Calculation of Trust Contribution. As soon as practicable following
a Preliminary Change in Control, Mirant shall contribute an amount based upon
the funding strategy adopted by the Investment Review Committee with the
assistance of an appointed actuary necessary to fulfill Mirant's obligations
pursuant to this Article V. In the event of a dispute after a Change in Control
over such actuary's determination, Mirant and any complaining Participant(s)
shall refer such dispute to an independent, third-party actuarial consultant,
chosen by Mirant and such Participant. If Mirant and the Participant cannot
agree on an independent, third-party actuarial consultant, the actuarial
consultant shall be chosen by lot from an equal number of actuaries submitted by
Mirant and the trustee of the


                                       11

<PAGE>




Trust. Any such referral shall only occur once in total and the determination by
the third-party actuarial consultant shall be final and binding upon both
parties. Mirant shall be responsible for all of the fees and expenses of the
independent actuarial consultant.

         5.4 Plan Termination. In the event of a Plan Termination, each
Participant on the date of such Plan Termination shall be entitled to receive
within ninety (90) days of the Plan Termination, cash in an amount equal to a
prorata payout of his Performance Units, Performance Shares and/or Cash-Based
Awards (excluding Restricted Stock Units or Performance Restricted Stock Units)
under the Omnibus Plan for the Performance Period in which the Plan Termination
shall have occurred, at the greater of target or actual performance under the
Omnibus Plan and prorated by the number of months which have passed since the
beginning of the Performance Period until the date of the Plan Termination. Any
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and
Restricted Stock Performance Units outstanding as of the Plan Termination shall
continue to be outstanding in accordance with their terms.

         5.5      Benefits for Severed Employees. The following benefits are
applicable to a Severed Employee:

                  (a) Stock Options and Stock Appreciation Rights. Any of a
         Severed Employee's Options and Stock Appreciation Rights outstanding as
         of the Termination Date which are not then exercisable and vested,
         shall become fully exercisable and vested; provided, that in the case
         of a Severed Employee holding a Stock Appreciation Right who is subject
         to Section 16(b) of the Exchange Act, such Stock Appreciation Right
         shall not become fully vested and exercisable at such time if such
         actions would result in liability to the Severed Employee under Section
         16(b) of the Exchange Act, provided further that any such actions not
         taken as a result of the rules under Section 16(b) of the Exchange Act
         shall be effected as of the first date that such activity would no
         longer result in liability under Section 16(b) of the Exchange Act.

                  (b) Restricted Stock, Restricted Stock Units and Performance
         Restricted Stock Units. The restrictions and deferral limitations
         applicable to any of a Severed Employee's Restricted Stock, Restricted
         Stock Units or Performance Restricted Stock Units as of the Termination
         Date shall lapse, and such Restricted Stock, Restricted Stock Units or
         Performance Restricted Stock Units shall become free of all
         restrictions and limitations and become fully vested. Any such
         Restricted Stock Units or Performance Restricted Stock Units shall be
         settled in cash within ninety (90) days of the Severed Employee's
         Termination Date.

                  (c)      Performance Units, Performance Shares and/or
         Cash-Based Awards. A Severed Employee shall be entitled to receive cash
         in an amount equal to a payout of his Performance Units, Performance
         Shares and/or Cash-Based Awards (excluding Restricted Stock Units and
         Performance Restricted Stock Units) for the Performance Period in which
         the Termination Date shall have occurred, at the greater of target or
         actual performance under the Omnibus Plan and prorated by the number of
         months which have passed since the beginning of the Performance Period
         until the Severed Employee's Termination Date. Any


                                       12

<PAGE>




         such payment shall be made within ninety (90) days of the Severed
         Employee's Termination Date.

               ARTICLE VI - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                 CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

         6.1 Application. The provisions of this Article VI apply to benefits
payable under the Amended and Restated Mirant Services Supplemental Executive
Retirement Plan (the "SERP"), notwithstanding any provision in the SERP to the
contrary. The meaning of capitalized terms not defined herein are determined
under the SERP.

         6.2 General. Notwithstanding any other terms of the SERP to the
contrary, upon a Change in Control, the provisions of this Article VI shall
become operative and apply to the calculation and payment of benefits under the
SERP with respect to any Employee who is a Participant on such date.

         6.3 Funding of Trust. The Trust has been established to hold assets of
the Employing Companies under certain circumstances as a reserve for the
discharge of such companies' obligations under the SERP. In the event of a
Preliminary Change in Control, all Employing Companies shall be obligated to
immediately contribute such amounts to the Trust as may be necessary to fully
fund all benefits payable under the SERP, with the benefit for Participants who
are Employees to be determined under Section 6.5 hereof, in accordance with the
procedures set forth in Section 6.4 hereof. In addition, in order to provide the
added protections for certain individuals in accordance with Paragraph 7(b) of
the Trust, the Employing Companies may fund the Trust prior to a Preliminary
Change in Control. All assets held in the Trust remain subject only to the
claims of the Employing Companies' general creditors whose claims against the
Employing Companies are not satisfied because of the Employing Companies'
bankruptcy or insolvency (as those terms are defined in the Trust). No
Participant has any preferred claim on, or beneficial ownership interest in, any
assets of the Trust before the assets are paid to the Participant and all rights
created under the Trust, as under the SERP, are unsecured contractual claims of
the Participant against his Employing Company.

         6.4 Calculation of Trust Contribution. As soon as practicable following
a Preliminary Change in Control, the Employing Companies shall contribute an
amount based upon the funding strategy adopted by the Investment Review
Committee with the assistance of an appointed actuary necessary to fulfill the
Employing Companies' obligations pursuant to this Article VI. In the event of a
dispute after a Change in Control over such actuary's determination, the
respective Employing Company(ies) and any complaining Participant(s) shall refer
such dispute to an independent, third-party actuarial consultant, chosen by the
Employing Company and such Participant. If the Employing Company and the
Participant cannot agree on an independent, third-party actuarial consultant,
the actuarial consultant shall be chosen by lot from an equal number of
actuaries submitted by the affected Employing Companies and the trustee of the
Trust. Any such referral shall only occur once in total and the determination by
the third-party actuarial consultant shall be final and binding upon both
parties. The Employing Companies shall be responsible for all of the fees and
expenses of the independent actuarial consultant.


                                       13

<PAGE>




         6.5 SERP Benefit Upon Change in Control. On the date of a Change in
Control, the SERP Benefit of each Participant who is an Employee who has a
non-forfeitable right to Retirement Income under the Pension Plan will be
calculated based on such Participant's Earnings and Accredited Service on such
date, regardless of whether such Participant is retirement eligible on such
date. Each such Participant who is an Employee will be entitled to receive the
amount of his SERP Benefit based on such Participant's Earnings and Accredited
Service as of the date of a Change in Control adjusted to take into account
appropriate early reduction factors, if any, based on the Participant's
commencement of benefits. Such benefit shall be paid in lump sum no later than
ninety (90) days following the Change in Control, except to the extent that the
SERP provides for and the Participant makes an alternative election concerning
the timing and/or form of payment in the event of a Change in Control. Any
benefits accrued under the SERP subsequent to the date of a Change in Control
will be calculated and distributed pursuant to the terms of the SERP, without
regard to this Article VI.

                    ARTICLE VII - DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS AND SELECT EMPLOYEES
                 CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

         7.1 Application. The provisions of this Article VII apply to benefits
payable under the Mirant Corporation Deferred Compensation Plan for Directors
and Select Employees (the "DCP"), notwithstanding any provision in the DCP to
the contrary. The meaning of capitalized terms not defined herein are determined
under the DCP.

         7.2 General. Notwithstanding any other terms of the DCP to the
contrary, following a Change in Control, the provisions of this Article VII
shall apply to the payment of benefits under the DCP with respect to any
Employee who is a Participant on such date.

         7.3 Funding of Trust. The Trust has been established to hold assets of
the Employing Companies under certain circumstances as a reserve for the
discharge of such companies' obligations under the DCP. In the event of a
Preliminary Change in Control, the Employing Companies shall be obligated to
immediately contribute such amounts to the Trust as may be necessary to fully
fund all benefits payable under the DCP in accordance with the procedures set
forth in Section 7.4 hereof. In addition, in order to provide the added
protections for certain individuals in accordance with Paragraph 7(b) of the
Trust, the Employing Companies may fund the Trust prior to a Preliminary Change
in Control in accordance with the terms of the Trust. All assets held in the
Trust remain subject only to the claims of the Employing Companies' general
creditors whose claims against the Employing Companies are not satisfied because
of the Employing Companies' bankruptcy or insolvency (as those terms are defined
in the Trust). No Participant has any preferred claim on, or beneficial
ownership interest in, any assets of the Trust before the assets are paid to the
Participant and all rights created under the Trust, as under the DCP, are
unsecured contractual claims of the Participant against his Employing Company.

         7.4      Calculation of Trust Contribution. As soon as practicable
following a Preliminary Change in Control, the affected Employing Companies
shall contribute an amount based upon the funding strategy adopted by the
Investment Review Committee with the assistance of an appointed


                                       14

<PAGE>




actuary necessary to fulfill the Employing Companies' obligations pursuant to
this Article VII. In the event of a dispute over such actuary's determination,
the respective Employing Company(ies) and any complaining Participant(s) shall
refer such dispute to an independent, third-party actuarial consultant, chosen
by the Employing Company and such Participant. If the Employing Company and the
Participant cannot agree on an independent, third-party actuarial consultant,
the actuarial consultant shall be chosen by lot from an equal number of
actuaries submitted by the Employing Company and the trustee of the Trust. Any
such referral shall only occur once in total and the determination by the
third-party actuarial consultant shall be final and binding upon both parties.
The Employing Companies shall be responsible for all of the fees and expenses of
the independent actuarial consultant.

         7.5 Benefit Upon Change in Control. In the event of a Change in
Control, notwithstanding anything to the contrary in the DCP, the Account of a
Participant shall be paid out in a lump sum no later than ninety (90) days
following the Change in Control, except to the extent that the DCP provides for
and the Participant makes an alternative election concerning the timing and/or
form of payment in the event of a Change in Control. Any benefits accrued under
the DCP subsequent to the date of a Change in Control will be calculated and
distributed pursuant to the terms of the DCP, without regard to this Article
VII.

                    ARTICLE VIII - SUPPLEMENTAL BENEFIT PLAN
                 CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

         8.1 Application. The provisions of this Article VIII apply to benefits
payable under the Mirant Services Supplemental Benefit Plan (the "SBP"),
notwithstanding any provision in the SBP to the contrary. The meaning of
capitalized terms not defined herein are determined under the SBP.

         8.2 General. Notwithstanding any other terms of the SBP to the
contrary, upon a Change in Control, the provisions of this Article VIII shall
become operative and apply to the calculation and payment of benefits under the
SBP with respect to any Employee who is a Participant on such date.

         8.3 Funding of Trust. The Trust has been established to hold assets of
the Employing Companies under certain circumstances as a reserve for the
discharge of the Employing Companies' obligations under the SBP. In the event of
a Preliminary Change in Control, all Employing Companies shall be obligated to
immediately contribute such amounts to the Trust as may be necessary to fully
fund the Pension Benefit and Non-Pension Benefit payable under the SBP, the
Pension Benefit to be determined under Section 8.5 hereof, in accordance with
the procedures set forth in Section 8.4 hereof. In addition, in order to provide
the added protections for certain individuals in accordance with Paragraph 7(b)
of the Trust, the Employing Companies may fund the Trust prior to a Preliminary
Change in Control. All assets held in the Trust remain subject only to the
claims of the Employing Companies' general creditors whose claims against the
Employing Companies are not satisfied because of the Employing Companies'
bankruptcy or insolvency (as those terms are defined in the Trust). No
Participant has any preferred claim on, or beneficial ownership interest in, any
assets of the Trust before the assets are paid to the Participant and all rights
created under the Trust, as under the SBP, are unsecured contractual claims of
the Participant against his Employing Company.


                                       15

<PAGE>




         8.4 Calculation of Trust Contribution. As soon as practicable following
a Preliminary Change in Control, the Employing Companies shall contribute an
amount based upon the funding strategy adopted by the Investment Review
Committee with the assistance of an appointed actuary necessary to fulfill the
Employing Companies' obligations pursuant to this Article VIII. In the event of
a dispute after a Change in Control over such actuary's determination, the
respective Employing Company(ies) and any complaining Participant(s) shall refer
such dispute to an independent, third-party actuarial consultant, chosen by the
Employing Company and such Participant. If the Employing Company and the
Participant cannot agree on an independent, third-party actuarial consultant,
the actuarial consultant shall be chosen by lot from an equal number of
actuaries submitted by the affected Employing Companies and the Trustee. Any
such referral shall only occur once in total and the determination by the
third-party actuarial consultant shall be final and binding upon both parties.
The Employing Companies shall be responsible for all of the fees and expenses of
the independent actuarial consultant.

         8.5 Pension Benefit Upon Change in Control. On the date of a Change in
Control, the Pension Benefit of each Participant who is an Employee and who has
a non-forfeitable right to Retirement Income under the Pension Plan, will be
calculated based on such Participant's Earnings and Accredited Service on such
date, regardless of whether such Participant is retirement eligible on such
date. Each Participant, who is an Employee, will be entitled to receive the
amount of his Pension Benefit based on such Participant's Earnings and
Accredited Service as of the date of a Change in Control adjusted to take into
account appropriate early reduction factors, if any, based on the Participant's
commencement of benefits. Such benefit shall be paid in lump sum no later than
ninety (90) days following the Change in Control, except to the extent that the
SBP provides for and the Participant makes an alternative election concerning
the timing and/or form of payment in the event of a Change in Control. Any
benefits accrued under the SBP subsequent to the date of a Change in Control
will be calculated and distributed pursuant to the terms of the SBP, without
regard to this Article VIII.

         8.6 Non-Pension Benefit Distribution Election upon Change in Control.
In the event of a Change in Control, notwithstanding anything to the contrary in
the SBP, that Non-Pension Benefit of a Participant shall be paid out in a lump
sum no later than ninety (90) days following the Change in Control, except to
the extent that the SBP provides for and the Participant makes an alternative
election concerning the timing and/or form of payment in the event of a Change
in Control. Any benefits accrued under the SBP subsequent to the date of a
Change in Control will be calculated and distributed pursuant to the terms of
the SBP, without regard to this Article VIII.

                   ARTICLE IX - SUPPLEMENTAL COMPENSATION PLAN
                 CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

         9.1 Application. The provisions of this Article IX apply to benefits
payable under the Mirant Services Supplemental Compensation Plan (the "SCP"),
notwithstanding any provision in the SCP to the contrary. The meaning of
capitalized terms not defined herein are determined under the SCP.


                                       16

<PAGE>




         9.2 General. Notwithstanding any other terms of the SCP to the
contrary, following a Change in Control, the provisions of this Article IX shall
apply to the payment of benefits under the SCP with respect to any Employee who
is a Participant on such date.

         9.3 Funding of Trust. The Trust has been established to hold assets of
the Employing Companies under certain circumstances as a reserve for the
discharge of such companies' obligations under the SCP. In the event of a
Preliminary Change in Control, the Employing Companies shall be obligated to
immediately contribute such amounts to the Trust as may be necessary to fully
fund all benefits payable under the SCP in accordance with the procedures set
forth in Section 9.4 hereof. In addition, in order to provide the added
protections for certain individuals in accordance with Paragraph 7(b) of the
Trust, the Employing Companies may fund the Trust prior to a Preliminary Change
in Control in accordance with the terms of the Trust. All assets held in the
Trust remain subject only to the claims of the Employing Companies' general
creditors whose claims against the Employing Companies are not satisfied because
of the Employing Companies' bankruptcy or insolvency (as those terms are defined
in the Trust). No Participant has any preferred claim on, or beneficial
ownership interest in, any assets of the Trust before the assets are paid to the
Participant and all rights created under the Trust, as under the SCP, are
unsecured contractual claims of the Participant against his Employing Company.

         9.4 Calculation of Trust Contribution. As soon as practicable following
a Preliminary Change in Control, the affected Employing Companies shall
contribute an amount based upon the funding strategy adopted by the Investment
Review Committee with the assistance of an appointed actuary necessary to
fulfill the Employing Companies' obligations pursuant to this Article IX. In the
event of a dispute over such actuary's determination, the respective Employing
Company(ies) and any complaining Participant(s) shall refer such dispute to an
independent, third-party actuarial consultant, chosen by the Employing Company
and such Participant. If the Employing Company and the Participant cannot agree
on an independent, third-party actuarial consultant, the actuarial consultant
shall be chosen by lot from an equal number of actuaries submitted by the
Employing Company and the trustee of the Trust. Any such referral shall only
occur once in total and the determination by the third-party actuarial
consultant shall be final and binding upon both parties. The Employing Companies
shall be responsible for all of the fees and expenses of the independent
actuarial consultant.

         9.5 Benefit Upon Change in Control. In the event of a Change in
Control, notwithstanding anything to the contrary in the SCP, the Account of a
Participant shall be paid out in a lump sum no later than ninety (90) days
following the Change in Control, except to the extent that the SCP provides for
and the Participant makes an alternative election concerning the timing and/or
form of payment in the event of a Change in Control. Any benefits accrued under
the SCP subsequent to the date of a Change in Control will be calculated and
distributed pursuant to the terms of the SCP, without regard to this Article IX.

                    ARTICLE X - CERTAIN RETENTION AGREEMENTS
                 CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

         10.1     Application. The provisions of this Article X apply to
benefits payable under any retention agreements between an Employee and Mirant
or an Employing Company which


                                       17

<PAGE>




provides for the payment of a retention bonus or award upon the occurrence of a
Change in Control (a "Change in Control Retention Agreement"), notwithstanding
any provision in such Change in Control Retention Agreement to the contrary.

         10.2 Funding of Trust. The Trust has been established to hold assets of
Mirant or the Employing Companies under certain circumstances as a reserve for
the discharge of any such company's obligations under the Change in Control
Retention Agreements. In the event of a Preliminary Change in Control, Mirant
and the applicable Employing Companies shall be obligated to immediately
contribute such amounts to the Trust as may be necessary to fully fund the
aggregate retention awards payable under the Change in Control Retention
Agreements, in accordance with the procedures set forth in Section 10.3 hereof.
In addition, in order to provide the added protections for certain individuals
in accordance with Paragraph 7(b) of the Trust, Mirant or the Employing
Companies may fund the Trust prior to a Preliminary Change in Control. All
assets held in the Trust remain subject only to the claims of Mirant's or the
respective Employing Companies' general creditors whose claims against Mirant or
such Employing Companies are not satisfied because of Mirant's or such Employing
Companies' bankruptcy or insolvency (as those terms are defined in the Trust).
No Employee has any preferred claim on, or beneficial ownership interest in, any
assets of the Trust before the assets are paid to the Employee and all rights
created under the Trust, as under the Change in Control Retention Agreements,
are unsecured contractual claims of the Employee against Mirant or his Employing
Company.

         10.3 Calculation of Trust Contribution. As soon as practicable
following a Preliminary Change in Control, Mirant or the applicable Employing
Company that is a party to the Change in Control Retention Agreement shall
contribute an amount based upon the funding strategy adopted by the Investment
Review Committee with the assistance of an appointed actuary necessary to
fulfill Mirant's or such Employing Company's obligations pursuant to this
Article X. In the event of a dispute after a Change in Control over such
actuary's determination, Mirant or such Employing Company and any complaining
Employee(s) shall refer such dispute to an independent, third-party actuarial
consultant, chosen by Mirant or such Employing Company and such Employee. If
Mirant or the Employing Company and the Employee cannot agree on an independent,
third-party actuarial consultant, the actuarial consultant shall be chosen by
lot from an equal number of actuaries submitted by Mirant or the Employing
Company and the trustee of the Trust. Any such referral shall only occur once in
total and the determination by the third-party actuarial consultant shall be
final and binding upon both parties. Mirant or the applicable Employing Company
shall be responsible for all of the fees and expenses of the independent
actuarial consultant.

         10.4     Benefit Upon Change in Control. Any benefits provided under
the Change in Control Retention Agreements will be calculated and distributed
pursuant to the terms of such agreements.

                ARTICLE XI - CERTAIN CHANGE IN CONTROL AGREEMENTS
                               SPECIAL PROVISIONS

         11.1 Application. The provisions of this Article XI apply to benefits
payable under any Change in Control Agreement among Mirant, Mirant Services LLC
("Mirant Services") and any current or former member of Mirant's Management
Council, which provides for the payment of


                                       18

<PAGE>




severance benefits upon termination of employment following or in connection
with a Change in Control (a "Change in Control Agreement"), notwithstanding any
provision in such Change in Control Agreement to the contrary.

         11.2 Funding of Trust. The Trust has been established to hold assets of
Mirant or Mirant Services under certain circumstances as a reserve for the
discharge of any such company's obligations under the Change in Control
Agreements. In the event of a Preliminary Change in Control, Mirant and Mirant
Services shall be obligated to immediately contribute such amounts to the Trust
as may be necessary to fully fund the aggregate severance benefits payable under
the Change in Control Agreements, in accordance with the procedures set forth in
Section 11.3 hereof. In addition, in order to provide the added protections for
certain individuals in accordance with Paragraph 7(b) of the Trust, Mirant or
Mirant Services may fund the Trust prior to a Preliminary Change in Control. All
assets held in the Trust remain subject only to the claims of Mirant's or Mirant
Services' general creditors whose claims against Mirant or Mirant Services are
not satisfied because of Mirant's or Mirant Services' bankruptcy or insolvency
(as those terms are defined in the Trust). No Employee has any preferred claim
on, or beneficial ownership interest in, any assets of the Trust before the
assets are paid to the Employee and all rights created under the Trust, as under
the Change in Control Agreements, are unsecured contractual claims of the
Employee against Mirant or Mirant Services.

         11.3 Calculation of Trust Contribution. As soon as practicable
following a Preliminary Change in Control, Mirant or Mirant Services shall
contribute an amount based upon the funding strategy adopted by the Investment
Review Committee with the assistance of an appointed actuary necessary to
fulfill Mirant's or Mirant Services' obligations pursuant to this Article XI. In
the event of a dispute after a Change in Control over such actuary's
determination, Mirant or Mirant Services and any complaining Employee(s) shall
refer such dispute to an independent, third-party actuarial consultant, chosen
by Mirant or Mirant Services and such Employee. If Mirant or Mirant Services and
the Employee cannot agree on an independent, third-party actuarial consultant,
the actuarial consultant shall be chosen by lot from an equal number of
actuaries submitted by Mirant or Mirant Services and the trustee of the Trust.
Any such referral shall only occur once in total and the determination by the
third-party actuarial consultant shall be final and binding upon both parties.
Mirant or Mirant Services shall be responsible for all of the fees and expenses
of the independent actuarial consultant.

         11.4     Benefit Upon Change in Control. Any benefits provided under
the Change in Control Agreements will be calculated and distributed pursuant to
the terms of such agreements.


                                       19

<PAGE>




                          ARTICLE XII - ADMINISTRATION

         12.1 Administrative Committee. Except as expressly set forth herein,
the committee designated as administrator of each of the Employee Benefit Plans
shall be responsible for the general administration of this Policy as it relates
to such committee's respective Employee Benefit Plan. The Investment Review
Committee shall be responsible for determinations regarding the funding of the
Trust as and when called for by this Policy. To the extent not encompassed by
the foregoing sentences, the Mirant Committee shall be responsible for
administration of this Policy.

                          ARTICLE XIII - MISCELLANEOUS

         13.1 Amendment and Termination. This Policy may be amended or
terminated at any time by the Board (or its successors and assigns, if
applicable), provided, however, the Policy may not be amended in any material
respect or terminated within the two (2) year period following a Change in
Control nor shall any amendment or termination impair the rights of any
Participant in the Employee Benefit Plans which have accrued hereunder prior to
any such amendment or termination.

         13.2 Additional Rights. Nothing in the Policy shall interfere with or
limit in any way the right of an Employing Company to terminate any Employee's
employment at any time, or confer upon any Employee any right to continue in the
employ of such Employing Company.

         13.3 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         IN WITNESS WHEREOF, this Mirant Corporation Change in Control Benefit
Plan Determination Policy has been executed by duly authorized officers of
Mirant Corporation and Mirant Services LLC pursuant to resolutions of their
respective boards of directors this 2nd day of April, 2001.




                                       20

<PAGE>



                                                                   EXHIBIT 10.40

                         EMPLOYMENT RETENTION AGREEMENT
                             FOR MIRANT SERVICES LLC

         This Employment Retention Agreement ("Agreement") is made and entered
into by and between Mirant Services LLC (the "Company") and Roy P. McAllister
(the "Employee") on February 1, 2002, to be effective as of January 1, 2002.

                              W I T N E S S E T H:

         WHEREAS, the Employee is an employee of the Company; and

         WHEREAS, the Company wishes to encourage the Employee to remain with
the Company or another Mirant Subsidiary and to provide the Employee with an
interest in the Company's overall profitability.

         NOW, THEREFORE, in consideration of the premises, and the agreements of
the parties set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

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

         (a) "Account" shall mean the account established and maintained on the
books and records of the Company on behalf of the Employee into which Mirant
Stock Units are credited for purposes of this Agreement.

         (b) "Award Amount" shall mean the retention award payable to the
Employee pursuant to Section 3 of this Agreement.

         (c) "Change in Control" shall have the meaning of such term as set
forth in the Change in Control Benefit Plan Determination Policy.

         (d) "Change in Control Benefit Plan Determination Policy" shall mean
the Mirant Corporation Change in Control Benefit Plan Determination Policy, as
approved by the Board of Directors of Mirant, as such policy may be amended from
time to time in accordance with the provisions therein.

         (e)      "Company" shall mean Mirant Services LLC, its successors and
assigns.

         (f) "Disability" shall have the meaning of such term as set forth in
the Change in Control Benefit Plan Determination Policy.

         (g)      "Effective Date" shall mean January 1, 2002.



<PAGE>




         (h) "Fair Market Value" of the Mirant Common Stock, on any date, means
the closing sales price on the New York Stock Exchange on such date as reported
in the Wall Street Journal or, in the absence of reported sales on such date,
the closing sales price on the immediately preceding date on which sales were
reported.

         (i) "Good Reason" shall have the meaning of such term as set forth in
the Change in Control Benefit Plan Determination Policy, except that references
in such definition to the date of a Change in Control, the date immediately
prior to a Change in Control, or the 12-month period prior to a Change in
Control (or words of similar import) shall instead refer to the Effective Date
of this Agreement.

         (j)      "Mirant" shall mean Mirant Corporation, a Delaware
corporation, its successors and assigns.

         (k) "Mirant Committee" shall have the meaning of such term as set forth
in the Change in Control Benefit Plan Determination Policy.

         (l)      "Mirant Common Stock" shall mean the $0.01 par value common
stock of Mirant.

         (m) "Mirant Subsidiary" shall have the meaning of such term as set
forth in the Change in Control Benefit Plan Determination Policy.

         (n) "Mirant Stock Unit" means a hypothetical unit of value equal to the
Fair Market Value of one share of Mirant Common Stock from time to time. Mirant
Stock Units are recorded in book entry form only, and are credited to the
Employee as described in Section 2 of this Agreement.

         (o) "Retirement" shall mean Employee's voluntary termination of
employment from the Company or a Mirant Subsidiary on or after attaining age 55
and having ten years of service, or such other age, or combination of age and
years of service, as the Mirant Committee shall determine.

         (p) "Termination for Cause" or "Cause" shall have the meaning of such
term as set forth in the Change in Control Benefit Plan Determination Policy.

         (q) "Vesting Date" shall mean the earliest of (i) January 1, 2002 (with
respect to one-third of the Mirant Stock Units originally credited to Employee's
Account pursuant to Section 2 below), January 1, 2003 (with respect to the next
one-third of such Mirant Stock Units), or January 1, 2004 (with respect to the
final one-third of such Mirant Stock Units), (ii) the occurrence of a Change in
Control (with respect to all of the Mirant Stock Units then still credited to
Employee's Account), or (iii) the termination of Employee's employment with the
Company or another Mirant Subsidiary prior to a Change in Control due to the
Employee's death, Disability, termination by the employer without Cause or
resignation by the Employee for Good Reason (with respect to all of the Mirant
Stock Units then still credited to Employee's Account).


                                       -2-

<PAGE>




         2. Grant of Mirant Stock Units. Employee's Account is hereby credited
with 74,925 Mirant Stock Units for purposes of calculating the Award Amount
under Section 3 of this Agreement. Once settled in cash pursuant to Section 3
below, a Mirant Stock Unit shall cease to be credited to Employee's Account.

         3. Payment of Award Amount. Provided the Employee shall have remained
as an employee of the Company or another Mirant Subsidiary from the Effective
Date to the applicable Vesting Date, the Company shall pay to the Employee or
his estate in cash, within thirty (30) days after the applicable Vesting Date,
an amount equal to the product of (i) the number of Mirant Stock Units credited
to the Employee under this Agreement and then being vested, times (ii) the Fair
Market Value of one share of Mirant Common Stock as of such Vesting Date.

         4. Election to Defer. If eligible and permitted under the Mirant
Corporation Deferred Compensation Plan for Directors and Select Employees, by
written election timely filed with the administrator of such plan, the Employee
may defer all or a portion of the amount payable under this Agreement in
accordance with the terms and conditions of such plan.

         5. Termination for Cause, Retirement or Resignation by Employee without
Good Reason. In the event of (i) the Employee's Termination for Cause, (ii) the
Employee's resignation without Good Reason, or (iii) the Employee's Retirement
(other than following an event of Good Reason), prior to an applicable Vesting
Date, the Employee shall forfeit the portion of the Award Amount not yet vested
and the Company shall have no further obligations with respect to any unvested
amount under this Agreement.

         6. Confidentiality and Legal Process. The Employee represents and
agrees that he will keep the terms, amount and fact of this Agreement
confidential and that he will not hereafter disclose any information concerning
this Agreement to anyone other than his personal agents, including, but not
limited to, any past, present, or prospective employee or applicant for
employment with the Company or any Mirant Subsidiary. Notwithstanding the
foregoing, nothing in this Agreement is intended to prohibit the Employee from
performing any duty or obligation that shall arise as a matter of law.
Specifically, the Employee shall continue to be under a duty to truthfully
respond to matters of law and shall continue to be under a duty to truthfully
respond to any legal and valid subpoena or other legal process. This Agreement
is not intended in any way to proscribe the Employee's right and ability to
provide information to any federal, state or local government in the lawful
exercise of such government's governmental functions.

         7.       Assignability. Neither the Employee, his estate, his
beneficiaries, nor his legal representative shall have any rights to commute,
sell, assign, transfer or otherwise convey the right to receive any payments
hereunder, which payments and the rights thereto are expressly declared to be
nonassignable and nontransferable. Any attempt to


                                       -3-

<PAGE>




assign or transfer the right to payments of this Agreement shall be void and
have no effect.

         8.       Unsecured General Creditor. Unless the Company shall in its
discretion determine otherwise, the benefits payable to the Employee under this
Agreement shall not be funded in any manner and shall be paid by the Company out
of its general assets, which assets are subject to the claims of the Company's
creditors.

         9. Guarantee of Mirant. If the Company fails or refuses to make
payments under this Agreement, the Employee may have the right to obtain payment
by Mirant pursuant to the terms of the "Guarantee Agreement Concerning Mirant
Services LLC Compensation and Benefit Arrangements" entered into by the Company
and Mirant. The Employee's right to payment is not increased as a result of this
Guarantee. The Employee has the same right to payment from Mirant as from the
Company. Any demand to enforce this Guarantee should be made in writing and
should reasonably and briefly specify the manner and the amount the Company has
failed to pay. Such writing given by personal delivery or mail shall be
effective upon actual receipt. Any writing given by telegram or telecopier shall
be effective upon actual receipt if received during Mirant's normal business
hours, or at the beginning of the next business day after receipt, if not
received during Mirant's normal business hours. All arrivals by telegram or
telecopier shall be confirmed promptly after transmission in writing by
certified mail or personal delivery.

         10.      Amendment; Modification; Termination. Except as otherwise
provided herein, this Agreement may be emended, modified, or terminated only by
a writing executed by the parties hereto.

         11. No Effect On Other Arrangements. It is expressly understood and
agreed that the payments made in accordance with this Agreement are in addition
to any other benefits or compensation to which the Employee may be entitled or
for which he may be eligible, whether funded or unfunded, by reason of his
employment with the Company.

         12.      Tax Withholding. There shall be deducted from each payment
under this Agreement the amount of any tax required by any governmental
authority to be withheld and paid over by the Company to such governmental
authority for the account of the Employee.

         13. Compensation. Any compensation contributed on behalf of the
Employee under this Agreement shall not be considered "compensation", as the
term is defined in the Mirant Services LLC Employee Savings Plan or the Mirant
Services LLC Pension Plan. Payment of the Award Amount to the Employee shall not
be considered wages, salaries or compensation under any other employee benefit
plan.

         14.      No Guarantee of Employment. No provision of this Agreement
shall be construed to affect in any manner the existing rights of the Company to
suspend,


                                       -4-

<PAGE>




terminate, alter, modify, whether or not for Cause, the employment relationship
of the Employee and the Company.

         15. Transfer of Employment to Mirant or another Mirant Subsidiary. In
the event that the Employee's employment by the Company is terminated prior to
the Vesting Date and the Employee shall become immediately re-employed by Mirant
or another Mirant Subsidiary, the Company shall assign this Agreement to Mirant
or such Mirant Subsidiary; Mirant or such Mirant Subsidiary shall accept such
assignment or cause such Mirant Subsidiary to accept such assignment; such
assignee shall become the "Company" for all purposes hereunder; and this
Agreement shall be amended to appropriately reflect the performance of such
assignee. In the event of such assignment, the expense of this Agreement shall
be the sole responsibility of the Company.

         16.      Governing Law. This Agreement, and all its rights under it,
shall be governed by and construed in accordance with the laws of the State of
Georgia.

         17.      Termination of Previous Agreement. This agreement replaces the
agreement signed by the parties on January 23, 2002. By signing and agreeing to
the terms contained in this agreement, the previous agreement has become null
and void.

         IN WITNESS WHEREOF, this Agreement has been executed by the parties
first listed above on the date first listed above, to be effective as of the
Effective Date.

                                             MIRANT SERVICES LLC


                                             By: /s/
                                                ------------------------


                                             EMPLOYEE:


                                              /s/
                                             ---------------------------
                                             Roy P. McAllister
Attest:


By: /s/
   --------------------------


                                       -5-

<PAGE>



                                                                   EXHIBIT 10.41

                           CHANGE IN CONTROL AGREEMENT

         THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by
and among Mirant Corporation ("Mirant"), Mirant Services LLC (the "Company") and
Roy P. McAllister ("Executive") (hereinafter collectively referred to as the
"Parties") is effective as of January 1, 2002.

                              W I T N E S S E T H:

         WHEREAS, Executive serves as Senior Vice President of the Company,
which serves as the employer with respect to assets held by Mirant;

         NOW, THEREFORE, in consideration of the premises, and the agreements of
the parties set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

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

                  (a) "Annual Compensation" means the sum of (i) Executive's
         highest annual base salary rate in effect during the twelve (12) month
         period immediately preceding the date of the Change in Control ("Base
         Salary"), plus (ii) an amount equal to the product of (A) Executive's
         Base Salary and (B) the percentage equal to the average annual bonus
         percentage (expressed as a percentage of base salary in such year) paid
         to Executive in each of the two (2) years preceding the year in which
         the Change in Control occurred.

                  (b)      "Board" shall mean the board of directors of Mirant.

                  (c) "Change in Control" shall have the meaning of such term as
         set forth in the Change in Control Benefit Plan Determination Policy.
         However, any amendment to the Policy which causes the definition of
         "Change in Control" to be more restrictive than such definition in
         effect on the Effective Date shall not be taken into account for
         purposes of this Agreement, unless approved by the Board or a
         compensation committee thereof and agreed to in writing by Executive.

                  (d) "Change in Control Benefit Plan Determination Policy"
         shall mean the Mirant Change in Control Benefit Plan Determination
         Policy, as approved by the Board, as such policy may be amended from
         time to time in accordance with the provisions therein.

                  (e) "COBRA Coverage" shall mean any continuation coverage to
         which Executive or his dependents may be entitled pursuant to Code
         Section 4980B.

                  (f)      "Code" shall mean the Internal Revenue Code of 1986,
         as amended.

                  (g)      "Company" shall mean Mirant Services LLC, its
         successors and assigns.



<PAGE>




                  (h)      "Effective Date" shall mean the date of execution of
         this Agreement, unless otherwise provided herein.

                  (i) "Executive Outplacement Program" shall mean the program
         established by the Company from time to time for the purpose of
         assisting executive officers of the Company in finding employment
         outside of the Company which provides for the following services:

                           (i) self-assessment, career decision and goal
                  setting;

                           (ii)     job market research and job sources;

                           (iii)    networking and interviewing skills;

                           (iv)     planning and implementation strategy;

                           (v)      resume writing, job hunting methods and
                  salary negotiation; and

                           (vi)     office support and job search resources.

                  (j) "Good Reason" shall mean, without Executive's express
         written consent, after written notice to the Company, and after a
         thirty (30) day opportunity for the Company to cure, the continuing
         occurrence of any of the following events:

                           (i)      Inconsistent Duties. A meaningful and
                  detrimental alteration in Executive's position or in the
                  nature or status of his responsibilities from those in effect
                  immediately prior to the Change in Control;

                           (ii) Reduced Salary. A reduction of five percent (5%)
                  or more by the Company in either of the following: (a)
                  Executive's highest annual base salary rate as in effect at
                  any time during the twelve (12) month period immediately
                  preceding the date of the Change in Control ("Base Salary")
                  (except for a less than ten percent (10%), across-the-board
                  base salary rate reduction similarly affecting at least
                  ninety-five percent (95%) of all Executive Employees of the
                  Company); or (b) the sum of Executive's Base Salary plus
                  target bonus under the Company's short term bonus plan, as in
                  effect immediately prior to the Change in Control (except for
                  a less than ten percent (10%), across-the-board reduction of
                  base salary plus target bonus under such short term plan
                  similarly affecting at least ninety-five percent (95%) of all
                  Executive Employees of the Company);

                           (iii) Pension and Compensation Plans. The failure by
                  the Company to continue in effect any "pension plan or
                  agreement" or "compensation plan or agreement" in which
                  Executive participates or is a party as of the date of the
                  Change in Control or the elimination of Executive's
                  participation therein (except for across-the-board plan
                  changes or terminations similarly affecting at least
                  ninety-five percent (95%) of all Executive Employees of the
                  Company). For purposes of this subsection (iii), a "pension
                  plan or agreement" shall mean any written arrangement executed
                  by an authorized officer of the Company which provides for
                  payments upon retirement; and a "compensation plan or
                  agreement" shall mean any written arrangement executed by an
                  authorized officer of the


                                        2

<PAGE>




                  Company which provides for periodic, non-discretionary
                  compensatory payments to employees in the nature of bonuses;

                           (iv) Relocation. A change in Executive's work
                  location to a location more than fifty (50) miles from the
                  facility where Executive was located immediately prior to the
                  Change in Control, unless such new work location is within
                  fifty (50) miles from Executive's principal place of residence
                  at the time of the Change in Control. The acceptance, if any,
                  by Executive of employment by the Company at a work location
                  which is outside the fifty (50) mile radius set forth in this
                  Section 1(j)(iv) shall not be a waiver of Executive's right to
                  refuse subsequent transfer by the Company to a location that
                  is more than fifty (50) miles from Executive's principal place
                  of residence at the time of the Change in Control, and such
                  subsequent, unconsented transfer shall be "Good Reason" under
                  this Agreement; or

                           (v) Benefits and Perquisites. The taking of any
                  action by the Company that would directly or indirectly
                  materially reduce the benefits enjoyed by Executive under the
                  Company's retirement, life insurance, medical, health and
                  accident, disability, deferred compensation or savings plans
                  in which Executive was participating immediately prior to the
                  Change in Control, or the failure by the Company to provide
                  Executive with the number of paid vacation days to which
                  Executive is entitled on the basis of years of service with
                  the Company in accordance with the Company's normal vacation
                  policy in effect immediately prior to the Change in Control
                  (except for across-the-board plan or vacation policy changes
                  or plan terminations similarly affecting at least ninety-five
                  percent (95%) of all employees of the Company).

                  For purposes of this Section 1(j), the term "Executive
         Employee" shall mean employees of the Company whose annual base salary
         is $140,000 or more.

                  Good Reason shall not include Executive's death or Disability.
         Executive's continued employment shall not constitute consent to, or a
         waiver of rights with respect to, any circumstance constituting Good
         Reason hereunder. The fact that Executive may be eligible for
         Retirement shall not prevent him from resigning for Good Reason
         provided an event of Good Reason shall have occurred. Any dispute as to
         whether an event of Good Reason shall have occurred or been cured on a
         timely basis shall be resolved as provided in Section 6 hereof.

                  (k) "Group Health Plan" shall mean the group health plan
         covering Executive, as such plan may be amended from time to time.

                  (l) "Group Life Insurance Plan" shall mean the group life
         insurance program covering Executive, as such plan may be amended from
         time to time.

                  (m)      "Mirant" shall mean Mirant Corporation, a Delaware
         corporation, its successors and assigns.


                                        3

<PAGE>




                  (n) "Mirant Subsidiary" shall mean any corporation or other
         entity Controlled by Mirant. The term "Controlled" shall have the
         meaning of such term as set forth in the Change in Control Benefit Plan
         Determination Policy.

                  (o) "Month of Service" shall mean any calendar month during
         which Executive has worked at least one (1) hour or was on approved
         leave of absence while in the employ of the Company or any other Mirant
         Subsidiary.

                  (p) "Pension Plan" shall mean the Mirant Services LLC Pension
         Plan, or any successor thereto, as such plan may be amended from time
         to time.

                  (q)      "Termination for Cause" or "Cause" shall mean the
         termination of Executive's employment by the Company upon the
         occurrence of any of the following:

                           (i) The willful and continued failure by Executive
                  substantially to perform his duties with the Company (other
                  than any such failure resulting from Executive's Total
                  Disability or from Executive's retirement or any such actual
                  or anticipated failure resulting from termination by Executive
                  for Good Reason) after a written demand for substantial
                  performance is delivered to him by the Board, which demand
                  specifically identifies the manner in which the Board believes
                  that he has not substantially performed his duties; or

                           (ii) The willful engaging by Executive in conduct
                  that is demonstrably and materially injurious to Mirant or the
                  Company, monetarily or otherwise, including, but not limited
                  to any of the following:

                                    (A)      any willful act involving fraud or
                           dishonesty in the course of Executive's employment by
                           the Company;

                                    (B) the willful carrying out of any activity
                           or the making of any statement which would materially
                           prejudice or impair the good name and standing of the
                           Company, Mirant, or any Mirant Subsidiary or would
                           bring the Company, Mirant, or any Mirant Subsidiary
                           into contempt or ridicule, or would reasonably shock
                           or offend any community in which the Company, Mirant
                           or such Mirant Subsidiary is located;

                                    (C) attendance at work in a state of
                           intoxication or otherwise being found in possession
                           at his workplace of any prohibited drug or substance,
                           possession of which would amount to a criminal
                           offense;

                                    (D)      assault or other act of violence
                           against any person during the course of employment;
                           or

                                    (E) conviction of any felony or any
                           misdemeanor involving moral turpitude.


                                        4

<PAGE>




                  No act or failure to act by Executive shall be deemed
         "willful" unless done, or omitted to be done, by Executive not in good
         faith and without reasonable belief that his action or omission was in
         the best interest of the Company.

                  Notwithstanding the foregoing, Executive shall not be deemed
         to have been terminated for Cause unless and until there shall have
         been delivered to him a copy of a resolution duly adopted by the
         affirmative vote of not less than three quarters of the entire
         membership of the Board at a meeting of the Board called and held for
         such purpose (after reasonable notice to Executive and an opportunity
         for him, together with counsel, to be heard before the Board), finding
         that, in the good faith opinion of the Board, Executive was guilty of
         conduct set forth above in clause (i) or (ii) of this Section 1(q) and
         specifying the particulars thereof in detail.

                  (r)      "Termination Date" shall mean the date on which
         Executive's employment with the Company is terminated.

                  (s)      "Total Disability" shall mean Executive's total
         disability within the meaning of the Pension Plan.

                  (t)      "Waiver and Release" shall mean the Waiver and
         Release Agreement attached hereto as Exhibit A.

                  (u) "Year of Service" shall mean Executive's Months of Service
         divided by twelve (12) rounded to the nearest whole year, rounding up
         if the remaining number of months is seven (7) or greater and rounding
         down if the remaining number of months is less than seven (7). If
         Executive has a break in his service with the Company, he will receive
         credit under this Agreement for service prior to the break in service
         only if the break in service is less than five (5) years.

         2.       Severance Benefits.

                  (a) Eligibility. Except as otherwise provided in this Section
         2(a), if Executive's employment is involuntarily terminated by the
         Company at any time during the two-year period following a Change in
         Control for reasons other than Cause, or if Executive voluntarily
         terminates his employment with the Company for Good Reason at any time
         during the two-year period following a Change in Control, Executive
         shall be entitled to receive the benefits described in this Agreement
         upon the Company's receipt of an effective Waiver and Release.
         Notwithstanding anything to the contrary herein, Executive shall not be
         eligible to receive benefits under this Agreement if Executive:

                           (i)      voluntarily terminates his employment with
                  the Company other than for Good Reason;

                           (ii)     has his employment terminated by the Company
                  for Cause;


                                        5

<PAGE>




                           (iii)    terminates employment by reason of his death
                  or Total Disability.

                           Any termination by the Company for Cause, or by
         Executive for Good Reason, shall be communicated by written notice of
         termination to the other party hereto given in accordance with Section
         7(g) of this Agreement. Such notice shall (i) indicate the specific
         termination provision in this Agreement relied upon, (ii) to the extent
         applicable, set forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of Executive's employment
         under the provision so indicated and (iii) specify the termination
         date. The failure by Executive or the Company to set forth in the
         notice of termination any fact or circumstance which contributes to a
         showing of Good Reason or Cause shall not waive any right of Executive
         or the Company, respectively, hereunder or preclude Executive or the
         Company, respectively, from asserting such fact or circumstance in
         enforcing Executive's or the Company's rights hereunder.

                  (b) Severance Benefits. If Executive meets the eligibility
         requirements of Section 2(a) hereof, he shall be entitled to a cash
         severance benefit in an amount equal to three (3) times his Annual
         Compensation (the "Severance Amount").

                  (c) Welfare Benefits. If Executive meets the eligibility
         requirements of Section 2(a) hereof and is not otherwise eligible to
         receive retiree medical and life insurance benefits provided to certain
         retirees pursuant to the terms of the Group Health Plan and the Group
         Life Insurance Plan, or other plans providing such benefits to
         similarly situated employees who retire, he shall be entitled to the
         benefits set forth in this Section 2(c).

                           (i) Executive shall be eligible to participate in the
                  Company's Group Health Plan for a period of six (6) months for
                  each of Executive's Years of Service, not to exceed a period
                  of five (5) years, beginning on the first day of the first
                  month following Executive's Termination Date unless otherwise
                  specifically provided under such plan, upon payment of both
                  the Company's and his monthly premium under such plan. If
                  Executive elects to receive this extended medical coverage, he
                  shall also be entitled to elect coverage under the Group
                  Health Plan for his dependents who were participating in the
                  Group Health Plan on Executive's Termination Date (and for
                  such other dependents as may be entitled to coverage under the
                  provisions of the Health Insurance Portability and
                  Accountability Act of 1996) for the duration of Executive's
                  extended medical coverage under this Section 2(c)(i) to the
                  extent such dependents remain eligible for dependent coverage
                  under the terms of the Group Health Plan.

                                    (A) The extended medical coverage afforded
                           to Executive pursuant to Section 2(c)(i), as well as
                           the premiums to be paid by Executive in connection
                           with such coverage shall be determined in accordance
                           with the terms of the Group Health Plan and shall be
                           subject to any changes in the terms and conditions of
                           the Group Health Plan as well as any future increases
                           in premiums under the Group Health Plan. The premiums
                           to be paid by Executive in connection with this
                           extended coverage shall be due on


                                        6

<PAGE>




                           the first day of each month; provided, however, that
                           if he fails to pay his premium within thirty (30)
                           days of its due date, such extended coverage shall be
                           terminated.

                                    (B) Any Group Health Plan coverage provided
                           under Section 2(c)(i) shall be in lieu of and not in
                           addition to any COBRA Coverage which Executive or his
                           dependent may elect. Executive or his dependents must
                           waive COBRA coverage under the Group Health Plan as a
                           condition precedent to receiving extended medical
                           coverage pursuant to this Section 2(c). In the event
                           that Executive or his dependents become eligible to
                           be covered, by virtue of re-employment or otherwise,
                           by any employer-sponsored group health plan or is
                           eligible for coverage under any government-sponsored
                           health plan during the above period, coverage under
                           the Company's Group Health Plan available to
                           Executive or his dependents by virtue of the
                           provisions of Section 2(c)(i) shall terminate, except
                           as may otherwise be required by law, and shall not be
                           renewed.

                           (ii) Regardless of whether Executive elects the
                  extended coverage described in Section 2(c)(i) hereof, he
                  shall be entitled to receive cash in an amount equal to the
                  Company's and Executive's cost of premiums for three (3) years
                  of coverage under the Group Health Plan and Group Life
                  Insurance Plan in accordance with the terms of such plans as
                  of the date of the Change in Control.

                  (d) Incentive Plans. If Executive meets the eligibility
         requirements of Section 2(a) hereof, he shall be entitled to the
         benefits under the Company's incentive plans as provided under the
         Change in Control Benefit Plan Determination Policy for "Severed
         Employees," in addition to any other benefits to which he would
         otherwise be entitled under such Policy.

                  (e) Payment of Benefits. The amounts due under Section 2(b)
         and 2(c)(ii) of this Agreement shall be paid in one (1) lump sum
         payment as soon as administratively practicable following the later of:
         (i) Executive's Termination Date, or (ii) upon Executive's tender of an
         effective Waiver and Release to the Company and the expiration of any
         applicable revocation period for such waiver. In the event of a dispute
         with respect to liability or amount of any benefit due hereunder, an
         effective Waiver and Release shall be tendered at the time of final
         resolution of any such dispute when payment is tendered by the Company.
         If the Company fails or refuses to make payments under the Agreement,
         Executive may have the right to obtain payment by Mirant pursuant to
         the terms of the "Guarantee Agreement Concerning Mirant Services LLC
         Compensation and Benefit Arrangements" entered into by the Company and
         Mirant. Executive's right to payment is not increased as a result of
         this Guarantee. He has the same right to payment from Mirant as he
         would have from the Company. Any demand to enforce this Guarantee
         should be made in writing and should reasonably and briefly specify the
         manner and the amount the Company has failed to pay. Such writing given
         by personal delivery or mail shall be effective upon actual receipt.
         Any writing given by telegram or telecopier shall be effective upon
         actual receipt if received during Mirant's normal business hours, or at
         the


                                        7

<PAGE>




         beginning of the next business day after receipt, if not received
         during Mirant's normal business hours. All arrivals by telegram or
         telecopier shall be confirmed promptly after transmission in writing by
         certified mail or personal delivery.

                  (f) Benefits in the Event of Death. In the event of
         Executive's death prior to the payment of all amounts due under this
         Agreement, Executive's estate shall be entitled to receive as due any
         amounts not yet paid under this Agreement upon the tender by the
         executor or administrator of the estate of an effective Waiver and
         Release.

                  (g)      Executive Outplacement Services. Executive shall be
         eligible to participate in the Executive Outplacement Program, which
         program shall not be less than six (6) months duration measured from
         Executive's Termination Date.

         3.       Possible Additional Payments by the Company.

                  (a) Anything in this Agreement to the contrary notwithstanding
         and except as set forth below, in the event it shall be determined that
         any payment or distribution in the nature of compensation (within the
         meaning of Section 280G(b)(2) of the Code) by the Company to or for the
         benefit of Executive (whether paid or payable or distributed or
         distributable pursuant to the terms of this Agreement or otherwise, but
         determined without regard to any additional payments required under
         this Section 3) (a "Payment") would be subject to the excise tax
         imposed by Section 4999 of the Code or any interest or penalties are
         incurred by Executive with respect to such excise tax (such excise tax,
         together with any such interest and penalties, are hereinafter
         collectively referred to as the "Excise Tax"), then the Company shall
         pay to Executive an additional payment (a "Gross-Up Payment") in an
         amount such that, after payment by Executive of all taxes (including
         any interest or penalties imposed with respect to such taxes),
         including, without limitation, any income taxes (and any interest and
         penalties imposed with respect thereto) and Excise Tax imposed upon the
         Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
         equal to the Excise Tax imposed upon the Payments.

                  Notwithstanding the foregoing provisions of this Section 3(a),
         if the Parachute Value (as defined below) of all Payments does not
         exceed 110% of Executive's Safe Harbor Amount (as defined below), then
         the Company shall not pay Executive a Gross-Up Payment, and the
         Payments due under this Agreement shall be reduced so that the
         Parachute Value of all Payments, in the aggregate, equals the Safe
         Harbor Amount; provided, that if even after all Payments due under this
         Agreement are reduced to zero, the Parachute Value of all Payments
         would still exceed the Safe Harbor Amount, then no reduction of any
         Payments shall be made and the Gross-Up Payment shall be made. The
         reduction of the Payments due hereunder, if applicable, shall be made
         by first reducing the Severance Payments under Section 2(b), unless an
         alternative method of reduction is elected by Executive, and in any
         event shall be made in such a manner as to maximize the economic
         present value of all Payments actually made to Executive, determined by
         the accounting firm serving as the Company's auditors immediately prior
         to the change of control (the "Accounting Firm") as of the date of the
         change of control for purposes of Section 280G of the Code using the
         discount rate required by Section 280G(d)(4) of the


                                        8

<PAGE>




         Code. For purposes of this Section 3, the "Parachute Value" of a
         Payment means the present value as of the date of the change of control
         for purposes of Section 280G of the Code of the portion of such Payment
         that constitutes a "parachute payment" under Section 280G(b)(2) of the
         Code, as determined by the Accounting Firm for purposes of determining
         whether and to what extent the Excise Tax will apply to such Payment.
         For purposes of this Section 3, Executive's "Safe Harbor Amount" means
         one dollar less than three times Executive's "base amount" within the
         meaning of Section 280G(b)(3) of the Code.

                  (b) Subject to the provisions of Section 3(c), all
         determinations required to be made under this Section 3, including
         whether and when a Gross-Up Payment is required and the amount of such
         Gross-Up Payment, whether and in what manner any Payments are to be
         reduced pursuant to the second paragraph of Section 3(a), and the
         assumptions to be used in arriving at such determinations, shall be
         made by the Accounting Firm, and shall be binding on the Company and
         Executive, except to the extent the Internal Revenue Service or a court
         of competent jurisdiction makes a final and binding determination
         inconsistent therewith. The Accounting Firm shall provide detailed
         supporting calculations both to the Company and Executive within 15
         business days after receiving notice from Executive that there has been
         a Payment, or such earlier time as is requested by the Company. In the
         event that the Accounting Firm is serving as accountant or auditor for
         the individual, entity or group effecting the Change in Control,
         Executive shall appoint another nationally recognized accounting firm
         to make the determinations required hereunder (which accounting firm
         shall then be referred to as the Accounting Firm hereunder). All fees
         and expenses of the Accounting Firm shall be borne solely by the
         Company. Any Gross-Up Payment that becomes due pursuant to this Section
         3 shall be paid by the Company to Executive within the later of (i)
         five business days prior to the due date for the payment of the Excise
         Tax or (ii) five days after the receipt of the Accounting Firm's
         determination. As a result of the uncertainty in the application of
         Section 4999 of the Code at the time of the initial determination by
         the Accounting Firm hereunder, it is possible that Gross-Up Payments
         which will not have been made by the Company should have been made
         ("Underpayment"), consistent with the calculations required to be made
         hereunder. In the event that the Accounting Firm determines that there
         has been an Underpayment or the Company exhausts its remedies pursuant
         to Section 3(c) and Executive thereafter is required to make a payment
         of any Excise Tax, the Accounting Firm shall determine the amount of
         the Underpayment that has occurred and any such Underpayment shall be
         promptly paid by the Company to or for the benefit of Executive.

                  (c) Executive shall notify the Company in writing of any claim
         by the Internal Revenue Service that, if successful, would require the
         payment by the Company of a Gross-Up Payment (or an additional Gross-Up
         Payment). Such notification shall be given as soon as practicable but
         no later than ten business days after Executive is informed in writing
         of such claim. Executive shall apprise the Company of the nature of
         such claim and the date on which such claim is requested to be paid.
         Executive shall not pay such claim prior to the expiration of the
         30-day period following the date on which it gives such notice to the
         Company (or such shorter period ending on the date that any


                                        9

<PAGE>




         payment of taxes with respect to such claim is due). If the Company
         notifies Executive in writing prior to the expiration of such period
         that it desires to contest such claim, Executive shall:

                           (i)      give the Company any information reasonably
                  requested by the Company relating to such claim,

                           (ii) take such action in connection with contesting
                  such claim as the Company shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by the Company,

                           (iii)    cooperate with the Company in good faith in
                  order effectively to contest such claim, and

                           (iv)     permit the Company to participate in any
                  proceedings relating to such claim;

         provided, however, that the Company shall bear and pay directly all
         costs and expenses (including additional interest and penalties)
         incurred in connection with such contest and shall indemnify and hold
         Executive harmless, on an after-tax basis, for any Excise Tax or income
         tax (including interest and penalties with respect thereto) imposed as
         a result of such representation and payment of costs and expenses.
         Without limitation of the foregoing provisions of this Section 3(c),
         the Company shall control all proceedings taken in connection with such
         contest and, in its sole discretion, may pursue or forgo any and all
         administrative appeals, proceedings, hearings and conferences with the
         taxing authority in respect of such claim and may, in its sole
         discretion, either direct Executive to pay the tax claimed and sue for
         a refund or contest the claim in any permissible manner, and Executive
         agrees to prosecute such contest to a determination before any
         administrative tribunal, in a court of initial jurisdiction and in one
         or more appellate courts, as the Company shall determine; provided,
         however, that if the Company directs Executive to pay such claim and
         sue for a refund, the Company shall advance the amount of such payment
         to Executive, on an interest-free basis and shall indemnify and hold
         Executive harmless, on an after-tax basis, from any Excise Tax or
         income tax (including interest or penalties with respect thereto)
         imposed with respect to such advance or with respect to any imputed
         income with respect to such advance; and further provided that any
         extension of the statute of limitations relating to payment of taxes
         for the taxable year of Executive with respect to which such contested
         amount is claimed to be due is limited solely to such contested amount.
         Furthermore, the Company's control of the contest shall be limited to
         issues with respect to which a Gross-Up Payment would be payable
         hereunder and Executive shall be entitled to settle or contest, as the
         case may be, any other issue raised by the Internal Revenue Service or
         any other taxing authority.

                  (d) If, at any time after receiving a Gross-Up Payment or an
         advance pursuant to Section 3(c), Executive receives any refund of the
         associated Excise Tax, Executive shall (subject to the Company's having
         complied with the requirements of Section 3(c), if


                                       10

<PAGE>




         applicable) promptly pay to the Company the amount of such refund
         (together with any interest paid or credited thereon net of all taxes
         applicable thereto). If, after Executive receives an advance by the
         Company pursuant to Section 3(c), a determination is made that
         Executive is not entitled to any refund with respect to such claim and
         the Company does not notify Executive in writing of its intent to
         contest such denial of refund prior to the expiration of 30 days after
         such determination, then such advance shall be forgiven and shall not
         be required to be repaid, and the amount of any Gross-Up Payment owed
         to Executive shall be reduced (but not below zero) by the amount of
         such advance.

                  (e) Notwithstanding any other provision of this Section 3, the
         Company may, in its sole discretion, withhold and pay over to the
         Internal Revenue Service or any other applicable taxing authority, for
         the benefit of Executive, all or any portion of any Gross-Up Payment,
         and Executive hereby consents to such withholding.

         4. Transfer of Employment. In the event that Executive's employment by
the Company is terminated during the two-year period following a Change in
Control and Executive accepts employment by Mirant, a Mirant Subsidiary, or any
employer that succeeds to all or substantially all of the assets of Mirant or
any Mirant Subsidiary, the Company shall assign this Agreement to Mirant, such
Mirant Subsidiary, or successor employer, Mirant shall accept such assignment or
cause such Mirant Subsidiary or successor employer to accept such assignment,
and such assignee shall become the "Company" for all purposes hereunder.

         5. No Mitigation. If Executive is otherwise eligible to receive
benefits under Section 2 of this Agreement, he shall have no duty or obligation
to seek other employment following his Termination Date and, except as otherwise
provided in Section 2(c)(i)(B) hereof, the amounts due Executive hereunder shall
not be reduced or suspended if Executive accepts such subsequent employment.

         6.       Arbitration.

                  (a) If the Company's obligations under this Agreement have
         been funded under the Mirant Corporation Deferred Compensation Trust
         Agreement or any successor rabbi trust, any dispute, controversy or
         claim arising out of or relating to the Company's obligations to pay
         severance benefits under this Agreement, or the breach thereof, shall
         be settled and resolved solely by the procedures and dispute resolution
         mechanisms set forth in such trust agreement, to the extent such
         procedures and mechanisms are applicable to such dispute. Otherwise,
         any dispute, controversy or claim arising out of or relating to the
         Company's obligations to pay severance benefits under this Agreement,
         or the breach thereof, shall be settled and resolved solely by
         arbitration in accordance with the Commercial Arbitration Rules of the
         American Arbitration Association ("AAA") except as otherwise provided
         herein. The arbitration shall be the sole and exclusive forum for
         resolution of any such claim for severance benefits and the
         arbitrators' award shall be final and binding. Any such claim for
         arbitration must be brought within one (1) year after Executive's
         Termination Date. The provisions of this Section 6 are not intended to
         apply to any other disputes, claims or controversies arising out of or
         relating to Executive's employment by the Company or the termination
         thereof.


                                       11

<PAGE>




                  (b) Arbitration shall be initiated by serving a written notice
         of demand for arbitration to Executive, in the case of the Company, or
         to the Board, in the case of Executive.

                  (c) The arbitration shall be held in Atlanta, Georgia. The
         arbitrators shall apply the law of the State of Georgia, to the extent
         not preempted by federal law, excluding any law which would require the
         application of the law of another state.

                  (d) The parties shall appoint arbitrators within fifteen (15)
         business days following service of the demand for arbitration. The
         number of arbitrators shall be three. One arbitrator shall be appointed
         by Executive, one arbitrator shall be appointed by the Company, and the
         two arbitrators shall appoint a third. If the arbitrators cannot agree
         on a third arbitrator within thirty (30) business days after the
         service of demand for arbitration, the third arbitrator shall be
         selected by the AAA.

                  (e) The arbitration filing fee shall be paid by Executive. All
         other costs of arbitration shall be borne equally by Executive and the
         Company, provided, however, that the Company shall reimburse Executive
         for such fees and costs, plus reasonable legal fees actually incurred
         by Executive, in the event any material issue in such dispute is
         finally resolved in Executive's favor.

                  (f) The parties agree that they will faithfully observe the
         rules that govern any arbitration between them, they will abide by and
         perform any award rendered by the arbitrators in any such arbitration,
         including any award of injunctive relief, and a judgment of a court
         having jurisdiction may be entered upon an award.

                  (g) The parties agree that nothing in this Section 6 is
         intended to preclude any court having jurisdiction from issuing and
         enforcing in any lawful manner such temporary restraining orders,
         preliminary injunctions, and other interim measures of relief as may be
         necessary to prevent harm to a party's interests or as otherwise may be
         appropriate pending the conclusion of arbitration proceedings pursuant
         to this Agreement regardless of whether an arbitration proceeding under
         this Section 6 has begun. The parties further agree that nothing herein
         shall prevent any court from entering and enforcing in any lawful
         manner such judgments for permanent equitable relief as may be
         necessary to prevent harm to a party's interests or as otherwise may be
         appropriate following the issuance of arbitral awards pursuant to this
         Agreement.

         7.       Miscellaneous.

                  (a) Funding of Benefits. The benefits payable to Executive
         under this Agreement shall be paid by the Company out of its general
         assets, which assets are subject to the claims of the Company's
         creditors; provided that such benefits may be funded in accordance with
         the Change in Control Benefit Plan Determination Policy.


                                       12

<PAGE>




                  (b) Withholding. There shall be deducted from the payment of
         any benefit due under this Agreement the amount of any tax required by
         any governmental authority to be withheld and paid over by the Company
         to such governmental authority for the account of Executive.

                  (c) Assignment. Executive shall have no rights to sell,
         assign, transfer, encumber, or otherwise convey the right to receive
         the payment of any benefit due hereunder, which payment and the rights
         thereto are expressly declared to be nonassignable and nontransferable.
         Any attempt to do so shall be null and void and of no effect.

                  (d)      Amendment and Termination. The Agreement may be
         amended or terminated only by a writing executed by the parties.

                  (e) Construction. This Agreement shall be construed in
         accordance with and governed by the laws of the State of Georgia, to
         the extent not preempted by federal law, disregarding any provision of
         law which would require the application of the law of another state.

                  (f) Pooling Accounting. Notwithstanding anything to the
         contrary herein, if, but for any provision of this Agreement, a Change
         in Control transaction would otherwise be accounted for as a
         pooling-of-interests under APB No.16 ("Pooling Accounting") (after
         giving effect to any and all other facts and circumstances affecting
         whether such Change in Control transaction would use Pooling
         Accounting,), such provision or provisions of this Agreement which
         would otherwise cause the Change in Control transaction to be
         ineligible for Pooling Accounting shall be void and ineffective in such
         a manner and to the extent that by eliminating such provision or
         provisions of this Agreement, Pooling Accounting would be available for
         such Change in Control transaction.

                  (g) Notices. All notices, requests, demands and other
         communications required or permitted hereunder shall be in writing and
         shall be deemed to have been duly given if delivered or three days
         after mailing if mailed, first class, certified mail, postage prepaid:

                           To the Company:  Mirant Services LLC
                                            1155 Perimeter Center West
                                            Atlanta, Georgia 30338-5416
                                            Attention:  Chief Executive Officer


                                       13

<PAGE>




                           To Executive:    Roy P. McAllister
                                            160 Lazy Laurel Chase
                                            Roswell, GA  30076


         Any party may change the address to which notices, requests, demands
         and other communications shall be delivered or mailed by giving notice
         thereof to the other party in the same manner provided herein.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 1st day of February, 2002.

                                                  MIRANT CORPORATION


                                            By:   /s/
                                                  ------------------------------


                                                  MIRANT SERVICES LLC


                                            By:   /s/
                                                  ------------------------------


                                                  EXECUTIVE


                                                  /s/
                                                  ------------------------------
                                                  Roy P. McAllister


                                       14

<PAGE>




                                    EXHIBIT A

                           CHANGE IN CONTROL AGREEMENT

                               WAIVER AND RELEASE

         The attached Waiver and Release Agreement is to be executed by
Executive upon the occurrence of an event that triggers eligibility for
severance benefits under the Change in Control Agreement, as described in
Section 2(a) of such agreement.



<PAGE>




                          WAIVER AND RELEASE AGREEMENT

         This Waiver and Release Agreement (the "Waiver and Release") is entered
into by and among Mirant Corporation ("Mirant"), Mirant Services, LLC (the
"Company") and Roy McAllister ("Executive") this ________ day of ________, 20__.

         1. General Waiver and Release: For and in consideration of the
agreement of Mirant and the Company to provide Executive the severance benefits
described in that certain Change in Control Agreement, dated as of January 1
2002, among Executive, Mirant and the Company (the "Agreement"), Executive, with
the intention of binding himself and all of his heirs, executors, administrators
and assigns, does hereby release, remise, acquit and forever discharge Mirant
and the Company, and all of their respective past and present officers,
directors, stockholders, employees, agents, parent corporations, predecessors,
subsidiaries, affiliates, estates, successors, assigns and attorneys
(hereinafter collectively referred to as "Released Parties") from any and all
claims, charges, actions, causes of action, sums of money due, suits, debts,
covenants, contracts, agreements, rights, damages, promises, demands or
liabilities (hereinafter collectively referred to as "Claims") whatsoever, in
law or in equity, whether known or unknown, suspected or unsuspected, which
Executive, individually or as a member of any class, now has, owns or holds or
has at any time heretofore ever had, owned or held against the Released Parties
including, but not by way of limitation, Claims arising out of or in any way
connected with Executive's employment with the Company or any of the Released
Parties or the termination of any such employment relationship, including, but
not by way of limitation, Claims pursuant to federal, state or local statute,
regulation, ordinance or common-law for (i) employment discrimination; (ii)
wrongful discharge; (iii) breach of contract; (iv) tort actions of any type,
including those for intentional or negligent infliction of emotional harm; and
(v) unpaid benefits, wages, compensation, commissions, bonuses or incentive
payments of any type, except as follows:

                  A.       those obligations of the Company and its affiliates
under the Agreement, pursuant to which this Waiver and Release is being executed
and delivered; and

                  B. claims, if any, for Executive's accrued or vested benefits
under the retirement plans, savings plans, investment plans and employee welfare
benefit plans, if any, of the Released Parties (within the meaning of Section
3(1) of the Employee Retirement Income Security Act of 1974 ("ERISA")), as
amended; provided, however, that nothing herein is intended to or shall be
construed to require the Released Parties to institute or continue in effect any
particular plan or benefit sponsored by the Released Parties and the Company and
all other Released Parties hereby reserve the right to amend or terminate any
such plan or benefit at any time; and

                  C.       any rights to indemnification or advancement of
expenses to which Executive may otherwise be entitled pursuant to the Articles
of Incorporation or Bylaws


                                      -16-

<PAGE>




of any of the Released Parties, or by contract or applicable law, as a result of
Executive's service as an officer or director of any of the Released Parties.

         Executive further understands and agrees that he has knowingly
relinquished, waived and forever released any and all remedies arising out of
the aforesaid employment relationship or the termination thereof, including,
without limitation, claims for backpay, front pay, liquidated damages,
compensatory damages, general damages, special damages, punitive damages,
exemplary damages, costs, expenses and attorneys' fees.

         2. Waiver and Release of ADEA Claims: Without limiting the generality
of the foregoing, and also for and in consideration of the Company's agreement
to provide Executive Severance Benefits described in Article 3 of the Agreement,
Executive specifically acknowledges and agrees that he does hereby knowingly and
voluntarily release Mirant, the Company and all other Released Parties from any
and all claims arising under the Age Discrimination in Employment Act, 29 U.S.C.
ss. 621, et seq. ("ADEA"), which Executive ever had or now has from the
beginning of time up to the date this Waiver and Release is executed, including,
but not by way of limitation, those ADEA Claims which are in any way connected
with any employment relationship or the termination of any employment
relationship which existed between the Company or any other Released Parties and
Executive. Executive also acknowledges that he has been provided with a notice,
as required by the Older Workers Benefit Protection Act of 1990, that contains
(i) information about the individuals covered under the Agreement, (ii) the
eligibility factors for participation in the Agreement, (iii) the time limits
applicable to the Agreement, (iv) the job titles and ages of the employees
designated to participate in the Agreement, (v) and the ages of the employees in
the same job classification who have not been designated to participate in the
Agreement. (See Attachment 1). Executive further acknowledges and agrees that he
has been advised to consult with an attorney prior to executing this Waiver and
Release and that he has been given forty-five (45) days to consider this Waiver
and Release prior to its execution. Executive agrees that in the event that he
executes this Waiver and Release prior to the expiration of the forty-five (45)
day period, he shall waive the balance of said period. Executive also
understands that he may revoke this Waiver and Release of ADEA Claims at any
time within seven (7) days following its execution and that, if Executive
revokes this Waiver and Release of ADEA Claims within such seven (7) day period,
it shall not be effective or enforceable and he will not receive the
above-described consideration or any payments provided for in the Agreement that
have not been paid.

         3. Covenant Not to Sue: Executive acknowledges and agrees that this
Waiver and Release may not be revoked at any time after the expiration of the
seven (7) day revocation period and that he will not institute any suit, action,
or proceeding, whether at law or equity, challenging the enforceability of this
Waiver and Release. Should Executive ever attempt to challenge the terms of this
Waiver and Release, attempt to obtain an order declaring this Waiver and Release
to be null and void, or institute litigation against any of the Released Parties
based upon a Claim other than an ADEA Claim which is covered by the terms of
this Waiver and Release, Executive will as a condition precedent to such action
repay all monies paid to him under the terms of this


                                      -17-

<PAGE>




Waiver and Release. Furthermore, if Executive does not prevail in an action to
challenge this Waiver and Release, to obtain an order declaring this Waiver and
Release to be null and void, or in any action against any of the Released
Parties based upon a Claim other than an ADEA Claim which is covered by the
Waiver and Release set forth herein, Executive shall pay to the Company and/or
the appropriate Released Parties all their costs and attorneys' fees incurred in
their defense of Executive's action.

         Provided, however, that it is understood and agreed by the parties that
Executive shall not be required to repay the monies paid to him under the terms
of this Waiver and Release or pay the Company and/or the appropriate Released
Parties all their costs and attorneys' fees incurred in their defense of
Executive's action (except those attorneys' fees or costs specifically
authorized under federal law) in the event that Executive seeks to challenge his
Waiver and Release of Claims under the ADEA.

         4. Denial of Liability: Executive acknowledges and agrees that neither
the payment of Severance Benefits under the Agreement nor this Waiver and
Release is to be construed in any way as an admission of any liability
whatsoever by Mirant, the Company or any of the other Released Parties, by whom
liability is expressly denied.

         5. Agreement Not to Seek Further Relief: Executive acknowledges and
agrees that he has not, with respect to any transaction or state of facts
existing prior to the date of execution of this Waiver and Release, filed any
complaints, charges or lawsuits against any of the Released Parties with any
governmental agency or any court or tribunal, and that he will not do so at any
time hereafter. Executive further acknowledges and agrees that he hereby waives
any right to accept any relief or recovery, including costs and attorneys' fees,
that may arise from any charge or complaint before any federal, state or local
court or administrative agency against the Released Parties.

         6. Company Property: Executive agrees that he will not retain or
destroy, and will immediately return to the Company, any and all property of the
Company in his possession or subject to his control, including, but not limited
to, keys, credit and identification cards, personal items or equipment provided
for his use, customer files and information, all other files and documents
relating to the Company and its business, together with all written or recorded
materials, documents, computer disks, plans, records or notes or other papers
belonging to the Company. Executive further agrees not to make, distribute or
retain copies of any such information or property.

         7. Confidentiality Agreement: Executive acknowledges that the terms of
this Waiver and Release must be kept confidential. Accordingly, Executive agrees
not to disclose or publish to any person or entity, except as required by law or
as necessary to prepare tax returns, the terms and conditions or sums being paid
in connection with this Waiver and Release.

         8.       Acknowledgment: Executive acknowledges that he has carefully
read and fully understands the terms of this Waiver and Release and the
Agreement and that this Waiver and Release is executed by Executive voluntarily
and is not based upon any


                                      -18-

<PAGE>




representations or statements of any kind made by Mirant, the Company or any or
the other Released Parties as to the merits, legal liabilities or value of his
claims. Executive further acknowledges that he has had a full and reasonable
opportunity to consider this Waiver Release and that he has not been pressured
or in any way coerced into executing this Waiver and Release.

         9.       Choice of Laws: This Waiver and Release and the rights and
obligations of the parties hereto shall be governed and construed in accordance
with the laws of the State of Georgia.

         10. Severability: With the exception of the waiver and releases
contained in Sections 1 and 2 above, if any provision of this Waiver and Release
is unenforceable or is held to be unenforceable, such provision shall be fully
severable, and this Waiver and Release and its terms shall be construed and
enforced as if such unenforceable provision had never comprised a part hereof,
the remaining provisions hereof shall remain in full force and effect, and the
court construing the provisions shall add as a part hereof a provision as
similar in terms and effect to such unenforceable provision as may be
enforceable, in lieu of the unenforceable provision. In the event that both of
the releases contained in Sections 1 and 2 above are unenforceable or are held
to be unenforceable, the parties understand and agree that the remaining
provisions of this Waiver and Release shall be rendered null and void and that
neither party shall have any further obligation under any provision of this
Waiver and Release.

         11.      Entire Agreement: This document contains all terms of the
Waiver and Release and supersedes and invalidates any previous agreements or
contracts regarding the same subject matter. No representations, inducements,
promises or agreements, oral or otherwise, which are not embodied herein shall
be of any force or effect.

         IN WITNESS WHEREOF, the undersigned acknowledges that he has read this
Waiver and Release Agreement and sets his hand and seal this ____ day of
____________, 20__.


                                                     ---------------------------
                                                     Roy P. McAllister

Sworn to and subscribed before me this _____ day of ______________, 20__.



---------------------
Notary Public
My Commission Expires:

---------------------


                                      -19-

<PAGE>




                                                     MIRANT CORPORATION

                                                     By:
                                                         -----------------------
                                                     MIRANT SERVICES LLC

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


                                      -20-

<PAGE>



                                                                   EXHIBIT 10.42

                           CHANGE IN CONTROL AGREEMENT

         THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by
and among Mirant Corporation ("Mirant"), Mirant Services LLC (the "Company") and
S. Marce Fuller ("Executive") (hereinafter collectively referred to as the
"Parties") is effective as of the execution date of this Agreement unless
otherwise provided herein.

                              W I T N E S S E T H:

         WHEREAS, Executive serves as President and CEO of the Company, which
serves as the employer with respect to assets held by Mirant;

         NOW, THEREFORE, in consideration of the premises, and the agreements of
the parties set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

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

                  (a) "Annual Compensation" shall mean Executive's highest
         annual base salary rate in effect during the twelve (12) month period
         immediately preceding the date of the Change in Control, plus
         Executive's target annual bonus for the year in which the Change in
         Control occurred, or if such target annual bonus had not been set for
         such year, Executive's target annual bonus for the next previous year.

                  (b)      "Board" shall mean the board of directors of Mirant.

                  (c) "Change in Control" shall have the meaning of such term as
         set forth in the Change in Control Benefit Plan Determination Policy.
         However, any amendment to the Policy which causes the definition of
         "Change in Control" to be more restrictive than such definition in
         effect on the Effective Date shall not be taken into account for
         purposes of this Agreement, unless approved by the Board or a
         compensation committee thereof and agreed to in writing by Executive.

                  (d) "Change in Control Benefit Plan Determination Policy"
         shall mean the Mirant Change in Control Benefit Plan Determination
         Policy, as approved by the Board, as such policy may be amended from
         time to time in accordance with the provisions therein.

                  (e) "COBRA Coverage" shall mean any continuation coverage to
         which Executive or his dependents may be entitled pursuant to Code
         Section 4980B.

                  (f)      "Code" shall mean the Internal Revenue Code of 1986,
         as amended.

                  (g)      "Company" shall mean Mirant Services LLC, its
         successors and assigns.



<PAGE>




                  (h)      "Effective Date" shall mean the date of execution of
         this Agreement, unless otherwise provided herein.

                  (i) "Executive Outplacement Program" shall mean the program
         established by the Company from time to time for the purpose of
         assisting executive officers of the Company in finding employment
         outside of the Company which provides for the following services:

                           (i)      self-assessment, career decision and goal
                                    setting;
                           (ii)     job market research and job sources;
                           (iii)    networking and interviewing skills;
                           (iv)     planning and implementation strategy;
                           (v)      resume writing, job hunting methods and
                                    salary negotiation; and
                           (vi)     office support and job search resources.

                  (j) "Good Reason" shall mean, without Executive's express
         written consent, after written notice to the Company, and after a
         thirty (30) day opportunity for the Company to cure, the continuing
         occurrence of any of the following events:

                           (i)      Inconsistent Duties. A meaningful and
                  detrimental alteration in Executive's position or in the
                  nature or status of his responsibilities from those in effect
                  immediately prior to the Change in Control;

                           (ii) Reduced Salary. A reduction of five percent (5%)
                  or more by the Company in either of the following: (a)
                  Executive's highest annual base salary rate as in effect at
                  any time during the twelve (12) month period immediately
                  preceding the date of the Change in Control ("Base Salary")
                  (except for a less than ten percent (10%), across-the-board
                  base salary rate reduction similarly affecting at least
                  ninety-five percent (95%) of all Executive Employees of the
                  Company); or (b) the sum of Executive's Base Salary plus
                  target bonus under the Company's short term bonus plan, as in
                  effect immediately prior to the Change in Control (except for
                  a less than ten percent (10%), across-the-board reduction of
                  base salary plus target bonus under such short term plan
                  similarly affecting at least ninety-five percent (95%) of all
                  Executive Employees of the Company);

                           (iii) Pension and Compensation Plans. The failure by
                  the Company to continue in effect any "pension plan or
                  agreement" or "compensation plan or agreement" in which
                  Executive participates or is a party as of the date of the
                  Change in Control or the elimination of Executive's
                  participation therein (except for across-the-board plan
                  changes or terminations similarly affecting at least
                  ninety-five percent (95%) of all Executive Employees of the
                  Company). For purposes of this subsection (iii), a "pension
                  plan or agreement" shall mean any written arrangement executed
                  by an authorized officer of the Company which provides for
                  payments upon retirement; and a "compensation plan or
                  agreement" shall mean any written arrangement executed by an
                  authorized officer of the


                                        2

<PAGE>




                  Company which provides for periodic, non-discretionary
                  compensatory payments to employees in the nature of bonuses;

                           (iv) Relocation. A change in Executive's work
                  location to a location more than fifty (50) miles from the
                  facility where Executive was located immediately prior to the
                  Change in Control, unless such new work location is within
                  fifty (50) miles from Executive's principal place of residence
                  at the time of the Change in Control. The acceptance, if any,
                  by Executive of employment by the Company at a work location
                  which is outside the fifty (50) mile radius set forth in this
                  Section 1(j)(iv) shall not be a waiver of Executive's right to
                  refuse subsequent transfer by the Company to a location that
                  is more than fifty (50) miles from Executive's principal place
                  of residence at the time of the Change in Control, and such
                  subsequent, unconsented transfer shall be "Good Reason" under
                  this Agreement; or

                           (v) Benefits and Perquisites. The taking of any
                  action by the Company that would directly or indirectly
                  materially reduce the benefits enjoyed by Executive under the
                  Company's retirement, life insurance, medical, health and
                  accident, disability, deferred compensation or savings plans
                  in which Executive was participating immediately prior to the
                  Change in Control, or the failure by the Company to provide
                  Executive with the number of paid vacation days to which
                  Executive is entitled on the basis of years of service with
                  the Company in accordance with the Company's normal vacation
                  policy in effect immediately prior to the Change in Control
                  (except for across-the-board plan or vacation policy changes
                  or plan terminations similarly affecting at least ninety-five
                  percent (95%) of all employees of the Company).

                  For purposes of this Section 1(j), the term "Executive
         Employee" shall mean employees of the Company whose annual base salary
         is $140,000 or more.

                  Good Reason shall not include Executive's death or Disability.
         Executive's continued employment shall not constitute consent to, or a
         waiver of rights with respect to, any circumstance constituting Good
         Reason hereunder. The fact that Executive may be eligible for
         Retirement shall not prevent him from resigning for Good Reason
         provided an event of Good Reason shall have occurred. Any dispute as to
         whether an event of Good Reason shall have occurred or been cured on a
         timely basis shall be resolved by arbitration as provided in Section 6
         hereof.

                  (k) "Group Health Plan" shall mean the group health plan
         covering Executive, as such plan may be amended from time to time.

                  (l) "Group Life Insurance Plan" shall mean the group life
         insurance program covering Executive, as such plan may be amended from
         time to time.


                                        3

<PAGE>




                  (m)      "Mirant" shall mean Mirant Corporation, a Delaware
         corporation, its successors and assigns.

                  (n) "Mirant Subsidiary" shall mean any corporation or other
         entity Controlled by Mirant. The term "Controlled" shall have the
         meaning of such term as set forth in the Change in Control Benefit Plan
         Determination Policy.

                  (o) "Month of Service" shall mean any calendar month during
         which Executive has worked at least one (1) hour or was on approved
         leave of absence while in the employ of the Company or any other Mirant
         Subsidiary.

                  (p) "Pension Plan" shall mean the Mirant Services LLC Pension
         Plan, or any successor thereto, as such plan may be amended from time
         to time.

                  (q)      "Termination for Cause" or "Cause" shall mean the
         termination of Executive's employment by the Company upon the
         occurrence of any of the following:

                           (i) The willful and continued failure by Executive
                  substantially to perform his duties with the Company (other
                  than any such failure resulting from Executive's Total
                  Disability or from Executive's retirement or any such actual
                  or anticipated failure resulting from termination by Executive
                  for Good Reason) after a written demand for substantial
                  performance is delivered to him by the Board, which demand
                  specifically identifies the manner in which the Board believes
                  that he has not substantially performed his duties; or

                           (ii) The willful engaging by Executive in conduct
                  that is demonstrably and materially injurious to Mirant or the
                  Company, monetarily or otherwise, including, but not limited
                  to any of the following:

                                    (A) any willful act involving fraud or
                           dishonesty in the course of Executive's employment by
                           the Company;

                                    (B) the willful carrying out of any activity
                           or the making of any statement which would materially
                           prejudice or impair the good name and standing of the
                           Company, Mirant, or any Mirant Subsidiary or would
                           bring the Company, Mirant, or any Mirant Subsidiary
                           into contempt or ridicule, or would reasonably shock
                           or offend any community in which the Company, Mirant
                           or such Mirant Subsidiary is located;

                                    (C) attendance at work in a state of
                           intoxication or otherwise being found in possession
                           at his workplace of any prohibited drug or substance,
                           possession of which would amount to a criminal
                           offense;

                                    (D) assault or other act of violence against
                           any person during the course of employment; or


                                        4

<PAGE>




                                    (E) conviction of any felony or any
                           misdemeanor involving moral turpitude.

                  No act or failure to act by Executive shall be deemed
         "willful" unless done, or omitted to be done, by Executive not in good
         faith and without reasonable belief that his action or omission was in
         the best interest of the Company.

                  Notwithstanding the foregoing, Executive shall not be deemed
         to have been terminated for Cause unless and until there shall have
         been delivered to him a copy of a resolution duly adopted by the
         affirmative vote of not less than three quarters of the entire
         membership of the Board at a meeting of the Board called and held for
         such purpose (after reasonable notice to Executive and an opportunity
         for him, together with counsel, to be heard before the Board), finding
         that, in the good faith opinion of the Board, Executive was guilty of
         conduct set forth above in clause (i) or (ii) of this Section 1(q) and
         specifying the particulars thereof in detail.

                  (r)      "Termination Date" shall mean the date on which
         Executive's employment with the Company is terminated.

                  (s)      "Total Disability" shall mean Executive's total
         disability within the meaning of the Pension Plan.

                  (t)      "Waiver and Release" shall mean the Waiver and
         Release Agreement attached hereto as Exhibit A.

                  (u) "Year of Service" shall mean Executive's Months of Service
         divided by twelve (12) rounded to the nearest whole year, rounding up
         if the remaining number of months is seven (7) or greater and rounding
         down if the remaining number of months is less than seven (7). If
         Executive has a break in his service with the Company, he will receive
         credit under this Agreement for service prior to the break in service
         only if the break in service is less than five (5) years.

         2.       Severance Benefits.

                  (a) Eligibility. Except as otherwise provided in this Section
         2(a), if Executive's employment is involuntarily terminated by the
         Company at any time during the two-year period following a Change in
         Control for reasons other than Cause, or if Executive voluntarily
         terminates his employment with the Company for Good Reason at any time
         during the two-year period following a Change in Control, Executive
         shall be entitled to receive the benefits described in this Agreement
         upon the Company's receipt of an effective Waiver and Release.
         Notwithstanding anything to the contrary herein, Executive shall not be
         eligible to receive benefits under this Agreement if Executive:

                           (i)      voluntarily terminates his employment with
                  the Company other than for Good Reason;


                                        5

<PAGE>




                           (ii)     has his employment terminated by the Company
                  for Cause;

                           (iii)    terminates employment by reason of his death
                  or Total Disability.

                           Any termination by the Company for Cause, or by
         Executive for Good Reason, shall be communicated by written notice of
         termination to the other party hereto given in accordance with Section
         7(g) of this Agreement. Such notice shall (i) indicate the specific
         termination provision in this Agreement relied upon, (ii) to the extent
         applicable, set forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of Executive's employment
         under the provision so indicated and (iii) specify the termination
         date. The failure by Executive or the Company to set forth in the
         notice of termination any fact or circumstance which contributes to a
         showing of Good Reason or Cause shall not waive any right of Executive
         or the Company, respectively, hereunder or preclude Executive or the
         Company, respectively, from asserting such fact or circumstance in
         enforcing Executive's or the Company's rights hereunder.

                  (b) Severance Benefits. If Executive meets the eligibility
         requirements of Section 2(a) hereof, he shall be entitled to a cash
         severance benefit in an amount equal to three (3) times his Annual
         Compensation (the "Severance Amount").

                  (c) Welfare Benefits. If Executive meets the eligibility
         requirements of Section 2(a) hereof and is not otherwise eligible to
         receive retiree medical and life insurance benefits provided to certain
         retirees pursuant to the terms of the Group Health Plan and the Group
         Life Insurance Plan, or other plans providing such benefits to
         similarly situated employees who retire, he shall be entitled to the
         benefits set forth in this Section 2(c).

                           (i) Executive shall be eligible to participate in the
                  Company's Group Health Plan for a period of six (6) months for
                  each of Executive's Years of Service, not to exceed a period
                  of five (5) years, beginning on the first day of the first
                  month following Executive's Termination Date unless otherwise
                  specifically provided under such plan, upon payment of both
                  the Company's and his monthly premium under such plan. If
                  Executive elects to receive this extended medical coverage, he
                  shall also be entitled to elect coverage under the Group
                  Health Plan for his dependents who were participating in the
                  Group Health Plan on Executive's Termination Date (and for
                  such other dependents as may be entitled to coverage under the
                  provisions of the Health Insurance Portability and
                  Accountability Act of 1996) for the duration of Executive's
                  extended medical coverage under this Section 2(c)(i) to the
                  extent such dependents remain eligible for dependent coverage
                  under the terms of the Group Health Plan.

                                    (A) The extended medical coverage afforded
                           to Executive pursuant to Section 2(c)(i), as well as
                           the premiums to be paid by Executive in connection
                           with such coverage shall be determined in accordance
                           with the terms of the Group Health Plan and shall be
                           subject to any changes in the terms and conditions of
                           the Group Health Plan as well as any future


                                        6

<PAGE>




                           increases in premiums under the Group Health Plan.
                           The premiums to be paid by Executive in connection
                           with this extended coverage shall be due on the first
                           day of each month; provided, however, that if he
                           fails to pay his premium within thirty (30) days of
                           its due date, such extended coverage shall be
                           terminated.

                                    (B) Any Group Health Plan coverage provided
                           under Section 2(c)(i) shall be in lieu of and not in
                           addition to any COBRA Coverage which Executive or his
                           dependent may elect. Executive or his dependents must
                           waive COBRA coverage under the Group Health Plan as a
                           condition precedent to receiving extended medical
                           coverage pursuant to this Section 2(c). In the event
                           that Executive or his dependents become eligible to
                           be covered, by virtue of re-employment or otherwise,
                           by any employer-sponsored group health plan or is
                           eligible for coverage under any government-sponsored
                           health plan during the above period, coverage under
                           the Company's Group Health Plan available to
                           Executive or his dependents by virtue of the
                           provisions of Section 2(c)(i) shall terminate, except
                           as may otherwise be required by law, and shall not be
                           renewed.

                           (ii) Regardless of whether Executive elects the
                  extended coverage described in Section 2(c)(i) hereof, he
                  shall be entitled to receive cash in an amount equal to the
                  Company's and Executive's cost of premiums for three (3) years
                  of coverage under the Group Health Plan and Group Life
                  Insurance Plan in accordance with the terms of such plans as
                  of the date of the Change in Control.

                  (d) Incentive Plans. If Executive meets the eligibility
         requirements of Section 2(a) hereof, he shall be entitled to the
         benefits under the Company's incentive plans as provided under the
         Change in Control Benefit Plan Determination Policy for "Severed
         Employees," in addition to any other benefits to which he would
         otherwise be entitled under such Policy.

                  (e) Payment of Benefits. The amounts due under Section 2(b)
         and 2(c)(ii) of this Agreement shall be paid in one (1) lump sum
         payment as soon as administratively practicable following the later of:
         (i) Executive's Termination Date, or (ii) upon Executive's tender of an
         effective Waiver and Release to the Company and the expiration of any
         applicable revocation period for such waiver. In the event of a dispute
         with respect to liability or amount of any benefit due hereunder, an
         effective Waiver and Release shall be tendered at the time of final
         resolution of any such dispute when payment is tendered by the Company.
         If the Company fails or refuses to make payments under the Agreement,
         Executive may have the right to obtain payment by Mirant pursuant to
         the terms of the "Guarantee Agreement Concerning Mirant Services LLC
         Compensation and Benefit Arrangements" entered into by the Company and
         Mirant. Executive's right to payment is not increased as a result of
         this Guarantee. He has the same right to payment from Mirant as he
         would have from the Company. Any demand to enforce this Guarantee
         should be made in writing and should reasonably and briefly specify the
         manner and the amount the Company has failed to pay. Such writing given
         by personal delivery or mail shall be


                                        7

<PAGE>




         effective upon actual receipt. Any writing given by telegram or
         telecopier shall be effective upon actual receipt if received during
         Mirant's normal business hours, or at the beginning of the next
         business day after receipt, if not received during Mirant's normal
         business hours. All arrivals by telegram or telecopier shall be
         confirmed promptly after transmission in writing by certified mail or
         personal delivery.

                  (f) Benefits in the Event of Death. In the event of
         Executive's death prior to the payment of all amounts due under this
         Agreement, Executive's estate shall be entitled to receive as due any
         amounts not yet paid under this Agreement upon the tender by the
         executor or administrator of the estate of an effective Waiver and
         Release.

                  (g)      Executive Outplacement Services. Executive shall be
         eligible to participate in the Executive Outplacement Program, which
         program shall not be less than six (6) months duration measured from
         Executive's Termination Date.

         3.       Possible Additional Payments by the Company.

                  (a) Anything in this Agreement to the contrary notwithstanding
         and except as set forth below, in the event it shall be determined that
         any payment or distribution in the nature of compensation (within the
         meaning of Section 280G(b)(2) of the Code) by the Company to or for the
         benefit of Executive (whether paid or payable or distributed or
         distributable pursuant to the terms of this Agreement or otherwise, but
         determined without regard to any additional payments required under
         this Section 3) (a "Payment") would be subject to the excise tax
         imposed by Section 4999 of the Code or any interest or penalties are
         incurred by Executive with respect to such excise tax (such excise tax,
         together with any such interest and penalties, are hereinafter
         collectively referred to as the "Excise Tax"), then the Company shall
         pay to Executive an additional payment (a "Gross-Up Payment") in an
         amount such that, after payment by Executive of all taxes (including
         any interest or penalties imposed with respect to such taxes),
         including, without limitation, any income taxes (and any interest and
         penalties imposed with respect thereto) and Excise Tax imposed upon the
         Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
         equal to the Excise Tax imposed upon the Payments.

                  Notwithstanding the foregoing provisions of this Section 3(a),
         if the Parachute Value (as defined below) of all Payments does not
         exceed 110% of Executive's Safe Harbor Amount (as defined below), then
         the Company shall not pay Executive a Gross-Up Payment, and the
         Payments due under this Agreement shall be reduced so that the
         Parachute Value of all Payments, in the aggregate, equals the Safe
         Harbor Amount; provided, that if even after all Payments due under this
         Agreement are reduced to zero, the Parachute Value of all Payments
         would still exceed the Safe Harbor Amount, then no reduction of any
         Payments shall be made and the Gross -Up Payment shall be made. The
         reduction of the Payments due hereunder, if applicable, shall be made
         by first reducing the Severance Payments under Section 2(b), unless an
         alternative method of reduction is elected by Executive, and in any
         event shall be made in such a manner as to maximize the economic
         present value of all Payments actually made to Executive, determined by
         the accounting firm serving as the Company's auditors immediately prior
         to the change of


                                        8

<PAGE>




         control (the "Accounting Firm") as of the date of the change of control
         for purposes of Section 280G of the Code using the discount rate
         required by Section 280G(d)(4) of the Code. For purposes of this
         Section 3, the "Parachute Value" of a Payment means the present value
         as of the date of the change of control for purposes of Section 280G of
         the Code of the portion of such Payment that constitutes a "parachute
         payment" under Section 280G(b)(2) of the Code, as determined by the
         Accounting Firm for purposes of determining whether and to what extent
         the Excise Tax will apply to such Payment. For purposes of this Section
         3, Executive's "Safe Harbor Amount" means one dollar less than three
         times Executive's "base amount" within the meaning of Section
         280G(b)(3) of the Code.

                  (b) Subject to the provisions of Section 3(c), all
         determinations required to be made under this Section 3, including
         whether and when a Gross-Up Payment is required and the amount of such
         Gross-Up Payment, whether and in what manner any Payments are to be
         reduced pursuant to the second paragraph of Section 3(a), and the
         assumptions to be used in arriving at such determinations, shall be
         made by the Accounting Firm, and shall be binding on the Company and
         Executive, except to the extent the Internal Revenue Service or a court
         of competent jurisdiction makes a final and binding determination
         inconsistent therewith. The Accounting Firm shall provide detailed
         supporting calculations both to the Company and Executive within 15
         business days after receiving notice from Executive that there has been
         a Payment, or such earlier time as is requested by the Company. In the
         event that the Accounting Firm is serving as accountant or auditor for
         the individual, entity or group effecting the Change in Control,
         Executive shall appoint another nationally recognized accounting firm
         to make the determinations required hereunder (which accounting firm
         shall then be referred to as the Accounting Firm hereunder). All fees
         and expenses of the Accounting Firm shall be borne solely by the
         Company. Any Gross-Up Payment that becomes due pursuant to this Section
         3 shall be paid by the Company to Executive within the later of (i)
         five business days prior to the due date for the payment of the Excise
         Tax or (ii) five days after the receipt of the Accounting Firm's
         determination. As a result of the uncertainty in the application of
         Section 4999 of the Code at the time of the initial determination by
         the Accounting Firm hereunder, it is possible that Gross-Up Payments
         which will not have been made by the Company should have been made
         ("Underpayment"), consistent with the calculations required to be made
         hereunder. In the event that the Accounting Firm determines that there
         has been an Underpayment or the Company exhausts its remedies pursuant
         to Section 3(c) and Executive thereafter is required to make a payment
         of any Excise Tax, the Accounting Firm shall determine the amount of
         the Underpayment that has occurred and any such Underpayment shall be
         promptly paid by the Company to or for the benefit of Executive.

                  (c) Executive shall notify the Company in writing of any claim
         by the Internal Revenue Service that, if successful, would require the
         payment by the Company of a Gross-Up Payment (or an additional Gross-Up
         Payment). Such notification shall be given as soon as practicable but
         no later than ten business days after Executive is informed in writing
         of such claim. Executive shall apprise the Company of the nature of
         such claim and the date on which such claim is requested to be paid.
         Executive shall not


                                        9

<PAGE>




         pay such claim prior to the expiration of the 30-day period following
         the date on which it gives such notice to the Company (or such shorter
         period ending on the date that any payment of taxes with respect to
         such claim is due). If the Company notifies Executive in writing prior
         to the expiration of such period that it desires to contest such claim,
         Executive shall:

                           (i)      give the Company any information reasonably
                  requested by the Company relating to such claim,

                           (ii) take such action in connection with contesting
                  such claim as the Company shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by the Company,

                           (iii)    cooperate with the Company in good faith in
                  order effectively to contest such claim, and

                           (iv)     permit the Company to participate in any
                  proceedings relating to such claim;

         provided, however, that the Company shall bear and pay directly all
         costs and expenses (including additional interest and penalties)
         incurred in connection with such contest and shall indemnify and hold
         Executive harmless, on an after-tax basis, for any Excise Tax or income
         tax (including interest and penalties with respect thereto) imposed as
         a result of such representation and payment of costs and expenses.
         Without limitation of the foregoing provisions of this Section 3(c),
         the Company shall control all proceedings taken in connection with such
         contest and, in its sole discretion, may pursue or forgo any and all
         administrative appeals, proceedings, hearings and conferences with the
         taxing authority in respect of such claim and may, in its sole
         discretion, either direct Executive to pay the tax claimed and sue for
         a refund or contest the claim in any permissible manner, and Executive
         agrees to prosecute such contest to a determination before any
         administrative tribunal, in a court of initial jurisdiction and in one
         or more appellate courts, as the Company shall determine; provided,
         however, that if the Company directs Executive to pay such claim and
         sue for a refund, the Company shall advance the amount of such payment
         to Executive, on an interest-free basis and shall indemnify and hold
         Executive harmless, on an after-tax basis, from any Excise Tax or
         income tax (including interest or penalties with respect thereto)
         imposed with respect to such advance or with respect to any imputed
         income with respect to such advance; and further provided that any
         extension of the statute of limitations relating to payment of taxes
         for the taxable year of Executive with respect to which such contested
         amount is claimed to be due is limited solely to such contested amount.
         Furthermore, the Company's control of the contest shall be limited to
         issues with respect to which a Gross-Up Payment would be payable
         hereunder and Executive shall be entitled to settle or contest, as the
         case may be, any other issue raised by the Internal Revenue Service or
         any other taxing authority.


                                       10

<PAGE>




                  (d) If, at any time after receiving a Gross-Up Payment or an
         advance pursuant to Section 3(c), Executive receives any refund of the
         associated Excise Tax, Executive shall (subject to the Company's having
         complied with the requirements of Section 3(c), if applicable) promptly
         pay to the Company the amount of such refund (together with any
         interest paid or credited thereon net of all taxes applicable thereto).
         If, after Executive receives an advance by the Company pursuant to
         Section 3(c), a determination is made that Executive is not entitled to
         any refund with respect to such claim and the Company does not notify
         Executive in writing of its intent to contest such denial of refund
         prior to the expiration of 30 days after such determination, then such
         advance shall be forgiven and shall not be required to be repaid, and
         the amount of any Gross-Up Payment owed to Executive shall be reduced
         (but not below zero) by the amount of such advance.

                  (e) Notwithstanding any other provision of this Section 3, the
         Company may, in its sole discretion, withhold and pay over to the
         Internal Revenue Service or any other applicable taxing authority, for
         the benefit of Executive, all or any portion of any Gross-Up Payment,
         and Executive hereby consents to such withholding.

         4. Transfer of Employment. In the event that Executive's employment by
the Company is terminated during the two-year period following a Change in
Control and Executive accepts employment by Mirant, a Mirant Subsidiary, or any
employer that succeeds to all or substantially all of the assets of Mirant or
any Mirant Subsidiary, the Company shall assign this Agreement to Mirant, such
Mirant Subsidiary, or successor employer, Mirant shall accept such assignment or
cause such Mirant Subsidiary or successor employer to accept such assignment,
and such assignee shall become the "Company" for all purposes hereunder.

         5. No Mitigation. If Executive is otherwise eligible to receive
benefits under Section 2 of this Agreement, he shall have no duty or obligation
to seek other employment following his Termination Date and, except as otherwise
provided in Section 2(c)(i)(B) hereof, the amounts due Executive hereunder shall
not be reduced or suspended if Executive accepts such subsequent employment.

         6.       Arbitration.

                  (a) Any dispute, controversy or claim arising out of or
         relating to the Company's obligations to pay severance benefits under
         this Agreement, or the breach thereof, shall be settled and resolved
         solely by arbitration in accordance with the Commercial Arbitration
         Rules of the American Arbitration Association ("AAA") except as
         otherwise provided herein. The arbitration shall be the sole and
         exclusive forum for resolution of any such claim for severance benefits
         and the arbitrators' award shall be final and binding. Any such claim
         for arbitration must be brought within one (1) year after Executive's
         Termination Date. The provisions of this Section 6 are not intended to
         apply to any other disputes, claims or controversies arising out of or
         relating to Executive's employment by the Company or the termination
         thereof.


                                       11

<PAGE>




                  (b) Arbitration shall be initiated by serving a written notice
         of demand for arbitration to Executive, in the case of the Company, or
         to the Board, in the case of Executive.

                  (c) The arbitration shall be held in Atlanta, Georgia. The
         arbitrators shall apply the law of the State of Georgia, to the extent
         not preempted by federal law, excluding any law which would require the
         application of the law of another state.

                  (d) The parties shall appoint arbitrators within fifteen (15)
         business days following service of the demand for arbitration. The
         number of arbitrators shall be three. One arbitrator shall be appointed
         by Executive, one arbitrator shall be appointed by the Company, and the
         two arbitrators shall appoint a third. If the arbitrators cannot agree
         on a third arbitrator within thirty (30) business days after the
         service of demand for arbitration, the third arbitrator shall be
         selected by the AAA.

                  (e) The arbitration filing fee shall be paid by Executive. All
         other costs of arbitration shall be borne equally by Executive and the
         Company, provided, however, that the Company shall reimburse Executive
         for such fees and costs, plus reasonable legal fees actually incurred
         by Executive, in the event any material issue in such dispute is
         finally resolved in Executive's favor.

                  (f) The parties agree that they will faithfully observe the
         rules that govern any arbitration between them, they will abide by and
         perform any award rendered by the arbitrators in any such arbitration,
         including any award of injunctive relief, and a judgment of a court
         having jurisdiction may be entered upon an award.

                  (g) The parties agree that nothing in this Section 6 is
         intended to preclude any court having jurisdiction from issuing and
         enforcing in any lawful manner such temporary restraining orders,
         preliminary injunctions, and other interim measures of relief as may be
         necessary to prevent harm to a party's interests or as otherwise may be
         appropriate pending the conclusion of arbitration proceedings pursuant
         to this Agreement regardless of whether an arbitration proceeding under
         this Section 6 has begun. The parties further agree that nothing herein
         shall prevent any court from entering and enforcing in any lawful
         manner such judgments for permanent equitable relief as may be
         necessary to prevent harm to a party's interests or as otherwise may be
         appropriate following the issuance of arbitral awards pursuant to this
         Agreement.

         7.       Miscellaneous.

                  (a) Funding of Benefits. Unless the Board shall in its
         discretion determine otherwise, the benefits payable to Executive under
         this Agreement shall not be funded in any manner and shall be paid by
         the Company out of its general assets, which assets are subject to the
         claims of the Company's creditors.

                  (b)      Withholding. There shall be deducted from the payment
         of any benefit due under this Agreement the amount of any tax required
         by any governmental authority to be


                                       12

<PAGE>




         withheld and paid over by the Company to such governmental authority
         for the account of Executive.

                  (c) Assignment. Executive shall have no rights to sell,
         assign, transfer, encumber, or otherwise convey the right to receive
         the payment of any benefit due hereunder, which payment and the rights
         thereto are expressly declared to be nonassignable and nontransferable.
         Any attempt to do so shall be null and void and of no effect.

                  (d)      Amendment and Termination. The Agreement may be
         amended or terminated only by a writing executed by the parties.

                  (e) Construction. This Agreement shall be construed in
         accordance with and governed by the laws of the State of Georgia, to
         the extent not preempted by federal law, disregarding any provision of
         law which would require the application of the law of another state.

                  (f) Pooling Accounting. Notwithstanding anything to the
         contrary herein, if, but for any provision of this Agreement, a Change
         in Control transaction would otherwise be accounted for as a
         pooling-of-interests under APB No.16 ("Pooling Accounting") (after
         giving effect to any and all other facts and circumstances affecting
         whether such Change in Control transaction would use Pooling
         Accounting,), such provision or provisions of this Agreement which
         would otherwise cause the Change in Control transaction to be
         ineligible for Pooling Accounting shall be void and ineffective in such
         a manner and to the extent that by eliminating such provision or
         provisions of this Agreement, Pooling Accounting would be available for
         such Change in Control transaction.

                  (g) Notices. All notices, requests, demands and other
         communications required or permitted hereunder shall be in writing and
         shall be deemed to have been duly given if delivered or three days
         after mailing if mailed, first class, certified mail, postage prepaid:

                           To the Company:  Mirant Services LLC
                                            1155 Perimeter Center West
                                            Atlanta, Georgia 30338-5416
                                            Attention:  Chief Executive Officer



                                       13

<PAGE>





                           To Executive:             S. Marce Fuller

                                                     ----------------
                                                     ----------------
                                                     ----------------

         Any party may change the address to which notices, requests, demands
         and other communications shall be delivered or mailed by giving notice
         thereof to the other party in the same manner provided herein.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 2nd day of April, 2001.

                                            MIRANT CORPORATION


                                         By:          /s/
                                            -----------------------------------

                                            MIRANT SERVICES LLC


                                         By:          /s/
                                            -----------------------------------

                                            EXECUTIVE


                                                      /s/
                                            -----------------------------------
                                            S. Marce Fuller


                                       14

<PAGE>




                                    EXHIBIT A

                           CHANGE IN CONTROL AGREEMENT

                               WAIVER AND RELEASE


         The attached Waiver and Release Agreement is to be executed by
Executive upon the occurrence of an event that triggers eligibility for
severance benefits under the Change in Control Agreement, as described in
Section 2(a) of such agreement.




<PAGE>




                          WAIVER AND RELEASE AGREEMENT

         This Waiver and Release Agreement (the "Waiver and Release") is entered
into by and among Mirant Corporation ("Mirant"), Mirant Services, LLC (the
"Company") and S. Marce Fuller ("Executive") this ________ day of ________,
20__.

         1. General Waiver and Release: For and in consideration of the
agreement of Mirant and the Company to provide Executive the severance benefits
described in that certain Change in Control Agreement, dated as of April 2,
2001, among Executive, Mirant and the Company (the "Agreement"), Executive, with
the intention of binding himself and all of his heirs, executors, administrators
and assigns, does hereby release, remise, acquit and forever discharge Mirant
and the Company, and all of their respective past and present officers,
directors, stockholders, employees, agents, parent corporations, predecessors,
subsidiaries, affiliates, estates, successors, assigns and attorneys
(hereinafter collectively referred to as "Released Parties") from any and all
claims, charges, actions, causes of action, sums of money due, suits, debts,
covenants, contracts, agreements, rights, damages, promises, demands or
liabilities (hereinafter collectively referred to as "Claims") whatsoever, in
law or in equity, whether known or unknown, suspected or unsuspected, which
Executive, individually or as a member of any class, now has, owns or holds or
has at any time heretofore ever had, owned or held against the Released Parties
including, but not by way of limitation, Claims arising out of or in any way
connected with Executive's employment with the Company or any of the Released
Parties or the termination of any such employment relationship, including, but
not by way of limitation, Claims pursuant to federal, state or local statute,
regulation, ordinance or common-law for (i) employment discrimination; (ii)
wrongful discharge; (iii) breach of contract; (iv) tort actions of any type,
including those for intentional or negligent infliction of emotional harm; and
(v) unpaid benefits, wages, compensation, commissions, bonuses or incentive
payments of any type, except as follows:

                  A.       those obligations of the Company and its affiliates
under the Agreement, pursuant to which this Waiver and Release is being executed
and delivered; and

                  B. claims, if any, for Executive's accrued or vested benefits
under the retirement plans, savings plans, investment plans and employee welfare
benefit plans, if any, of the Released Parties (within the meaning of Section
3(1) of the Employee Retirement Income Security Act of 1974 ("ERISA")), as
amended; provided, however, that nothing herein is intended to or shall be
construed to require the Released Parties to institute or continue in effect any
particular plan or benefit sponsored by the Released Parties and the Company and
all other Released Parties hereby reserve the right to amend or terminate any
such plan or benefit at any time; and

                  C.       any rights to indemnification or advancement of
expenses to which Executive may otherwise be entitled pursuant to the Articles
of Incorporation or Bylaws


                                      -16-

<PAGE>




of any of the Released Parties, or by contract or applicable law, as a result of
Executive's service as an officer or director of any of the Released Parties.

         Executive further understands and agrees that he has knowingly
relinquished, waived and forever released any and all remedies arising out of
the aforesaid employment relationship or the termination thereof, including,
without limitation, claims for backpay, front pay, liquidated damages,
compensatory damages, general damages, special damages, punitive damages,
exemplary damages, costs, expenses and attorneys' fees.

         2. Waiver and Release of ADEA Claims: Without limiting the generality
of the foregoing, and also for and in consideration of the Company's agreement
to provide Executive Severance Benefits described in Article 3 of the Agreement,
Executive specifically acknowledges and agrees that he does hereby knowingly and
voluntarily release Mirant, the Company and all other Released Parties from any
and all claims arising under the Age Discrimination in Employment Act, 29 U.S.C.
ss. 621, et seq. ("ADEA"), which Executive ever had or now has from the
beginning of time up to the date this Waiver and Release is executed, including,
but not by way of limitation, those ADEA Claims which are in any way connected
with any employment relationship or the termination of any employment
relationship which existed between the Company or any other Released Parties and
Executive. Executive also acknowledges that he has been provided with a notice,
as required by the Older Workers Benefit Protection Act of 1990, that contains
(i) information about the individuals covered under the Agreement, (ii) the
eligibility factors for participation in the Agreement, (iii) the time limits
applicable to the Agreement, (iv) the job titles and ages of the employees
designated to participate in the Agreement, (v) and the ages of the employees in
the same job classification who have not been designated to participate in the
Agreement. (See Attachment 1). Executive further acknowledges and agrees that he
has been advised to consult with an attorney prior to executing this Waiver and
Release and that he has been given forty-five (45) days to consider this Waiver
and Release prior to its execution. Executive agrees that in the event that he
executes this Waiver and Release prior to the expiration of the forty-five (45)
day period, he shall waive the balance of said period. Executive also
understands that he may revoke this Waiver and Release of ADEA Claims at any
time within seven (7) days following its execution and that, if Executive
revokes this Waiver and Release of ADEA Claims within such seven (7) day period,
it shall not be effective or enforceable and he will not receive the
above-described consideration or any payments provided for in the Agreement that
have not been paid.

         3. Covenant Not to Sue: Executive acknowledges and agrees that this
Waiver and Release may not be revoked at any time after the expiration of the
seven (7) day revocation period and that he will not institute any suit, action,
or proceeding, whether at law or equity, challenging the enforceability of this
Waiver and Release. Should Executive ever attempt to challenge the terms of this
Waiver and Release, attempt to obtain an order declaring this Waiver and Release
to be null and void, or institute litigation against any of the Released Parties
based upon a Claim other than an ADEA Claim which is covered by the terms of
this Waiver and Release, Executive will as a condition precedent to such action
repay all monies paid to him under the terms of this


                                      -17-

<PAGE>




Waiver and Release. Furthermore, if Executive does not prevail in an action to
challenge this Waiver and Release, to obtain an order declaring this Waiver and
Release to be null and void, or in any action against any of the Released
Parties based upon a Claim other than an ADEA Claim which is covered by the
Waiver and Release set forth herein, Executive shall pay to the Company and/or
the appropriate Released Parties all their costs and attorneys' fees incurred in
their defense of Executive's action.

         Provided, however, that it is understood and agreed by the parties that
Executive shall not be required to repay the monies paid to him under the terms
of this Waiver and Release or pay the Company and/or the appropriate Released
Parties all their costs and attorneys' fees incurred in their defense of
Executive's action (except those attorneys' fees or costs specifically
authorized under federal law) in the event that Executive seeks to challenge his
Waiver and Release of Claims under the ADEA.

         4. Denial of Liability: Executive acknowledges and agrees that neither
the payment of Severance Benefits under the Agreement nor this Waiver and
Release is to be construed in any way as an admission of any liability
whatsoever by Mirant, the Company or any of the other Released Parties, by whom
liability is expressly denied.

         5. Agreement Not to Seek Further Relief: Executive acknowledges and
agrees that he has not, with respect to any transaction or state of facts
existing prior to the date of execution of this Waiver and Release, filed any
complaints, charges or lawsuits against any of the Released Parties with any
governmental agency or any court or tribunal, and that he will not do so at any
time hereafter. Executive further acknowledges and agrees that he hereby waives
any right to accept any relief or recovery, including costs and attorneys' fees,
that may arise from any charge or complaint before any federal, state or local
court or administrative agency against the Released Parties.

         6. Company Property: Executive agrees that he will not retain or
destroy, and will immediately return to the Company, any and all property of the
Company in his possession or subject to his control, including, but not limited
to, keys, credit and identification cards, personal items or equipment provided
for his use, customer files and information, all other files and documents
relating to the Company and its business, together with all written or recorded
materials, documents, computer disks, plans, records or notes or other papers
belonging to the Company. Executive further agrees not to make, distribute or
retain copies of any such information or property.

         7. Confidentiality Agreement: Executive acknowledges that the terms of
this Waiver and Release must be kept confidential. Accordingly, Executive agrees
not to disclose or publish to any person or entity, except as required by law or
as necessary to prepare tax returns, the terms and conditions or sums being paid
in connection with this Waiver and Release.

         8.       Acknowledgment: Executive acknowledges that he has carefully
read and fully understands the terms of this Waiver and Release and the
Agreement and that this Waiver and Release is executed by Executive voluntarily
and is not based upon any


                                      -18-

<PAGE>




representations or statements of any kind made by Mirant, the Company or any or
the other Released Parties as to the merits, legal liabilities or value of his
claims. Executive further acknowledges that he has had a full and reasonable
opportunity to consider this Waiver Release and that he has not been pressured
or in any way coerced into executing this Waiver and Release.

         9.       Choice of Laws: This Waiver and Release and the rights and
obligations of the parties hereto shall be governed and construed in accordance
with the laws of the State of Georgia.

         10. Severability: With the exception of the waiver and releases
contained in Sections 1 and 2 above, if any provision of this Waiver and Release
is unenforceable or is held to be unenforceable, such provision shall be fully
severable, and this Waiver and Release and its terms shall be construed and
enforced as if such unenforceable provision had never comprised a part hereof,
the remaining provisions hereof shall remain in full force and effect, and the
court construing the provisions shall add as a part hereof a provision as
similar in terms and effect to such unenforceable provision as may be
enforceable, in lieu of the unenforceable provision. In the event that both of
the releases contained in Sections 1 and 2 above are unenforceable or are held
to be unenforceable, the parties understand and agree that the remaining
provisions of this Waiver and Release shall be rendered null and void and that
neither party shall have any further obligation under any provision of this
Waiver and Release.

         11.      Entire Agreement: This document contains all terms of the
Waiver and Release and supersedes and invalidates any previous agreements or
contracts regarding the same subject matter. No representations, inducements,
promises or agreements, oral or otherwise, which are not embodied herein shall
be of any force or effect.

         IN WITNESS WHEREOF, the undersigned acknowledges that he has read this
Waiver and Release Agreement and sets his hand and seal this ____ day of
____________, 20__.

                                                     --------------------------
                                                     S. Marce Fuller

Sworn to and subscribed before me this _____ day of ______________, 20__.


---------------------
Notary Public
My Commission Expires:

---------------------



                                      -19-

<PAGE>




                                            MIRANT CORPORATION

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

                                            MIRANT SERVICES LLC


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




                                      -20-

<PAGE>



                                                                   EXHIBIT 10.43

                           CHANGE IN CONTROL AGREEMENT

         THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by
and among Mirant Corporation ("Mirant"), Mirant Services LLC (the "Company") and
Raymond Hill ("Executive") (hereinafter collectively referred to as the
"Parties") is effective as of the execution date of this Agreement unless
otherwise provided herein.

                              W I T N E S S E T H:

         WHEREAS, Executive serves as Executive Vice President and CFO &
Assistant Secretary of the Company, which serves as the employer with respect to
assets held by Mirant;

         NOW, THEREFORE, in consideration of the premises, and the agreements of
the parties set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

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

                  (a) "Annual Compensation" shall mean Executive's highest
         annual base salary rate in effect during the twelve (12) month period
         immediately preceding the date of the Change in Control, plus
         Executive's target annual bonus for the year in which the Change in
         Control occurred, or if such target annual bonus had not been set for
         such year, Executive's target annual bonus for the next previous year.

                  (b)      "Board" shall mean the board of directors of Mirant.

                  (c) "Change in Control" shall have the meaning of such term as
         set forth in the Change in Control Benefit Plan Determination Policy.
         However, any amendment to the Policy which causes the definition of
         "Change in Control" to be more restrictive than such definition in
         effect on the Effective Date shall not be taken into account for
         purposes of this Agreement, unless approved by the Board or a
         compensation committee thereof and agreed to in writing by Executive.

                  (d) "Change in Control Benefit Plan Determination Policy"
         shall mean the Mirant Change in Control Benefit Plan Determination
         Policy, as approved by the Board, as such policy may be amended from
         time to time in accordance with the provisions therein.

                  (e) "COBRA Coverage" shall mean any continuation coverage to
         which Executive or his dependents may be entitled pursuant to Code
         Section 4980B.

                  (f)      "Code" shall mean the Internal Revenue Code of 1986,
         as amended.

                  (g)      "Company" shall mean Mirant Services LLC, its
         successors and assigns.



<PAGE>




                  (h)      "Effective Date" shall mean the date of execution of
         this Agreement, unless otherwise provided herein.

                  (i) "Executive Outplacement Program" shall mean the program
         established by the Company from time to time for the purpose of
         assisting executive officers of the Company in finding employment
         outside of the Company which provides for the following services:

                           (i)      self-assessment, career decision and goal
                                    setting;
                           (ii)     job market research and job sources;
                           (iii)    networking and interviewing skills;
                           (iv)     planning and implementation strategy;
                           (v)      resume writing, job hunting methods and
                                    salary negotiation; and
                           (vi)     office support and job search resources.

                  (j) "Good Reason" shall mean, without Executive's express
         written consent, after written notice to the Company, and after a
         thirty (30) day opportunity for the Company to cure, the continuing
         occurrence of any of the following events:

                           (i)      Inconsistent Duties. A meaningful and
                  detrimental alteration in Executive's position or in the
                  nature or status of his responsibilities from those in effect
                  immediately prior to the Change in Control;

                           (ii) Reduced Salary. A reduction of five percent (5%)
                  or more by the Company in either of the following: (a)
                  Executive's highest annual base salary rate as in effect at
                  any time during the twelve (12) month period immediately
                  preceding the date of the Change in Control ("Base Salary")
                  (except for a less than ten percent (10%), across-the-board
                  base salary rate reduction similarly affecting at least
                  ninety-five percent (95%) of all Executive Employees of the
                  Company); or (b) the sum of Executive's Base Salary plus
                  target bonus under the Company's short term bonus plan, as in
                  effect immediately prior to the Change in Control (except for
                  a less than ten percent (10%), across-the-board reduction of
                  base salary plus target bonus under such short term plan
                  similarly affecting at least ninety-five percent (95%) of all
                  Executive Employees of the Company);

                           (iii) Pension and Compensation Plans. The failure by
                  the Company to continue in effect any "pension plan or
                  agreement" or "compensation plan or agreement" in which
                  Executive participates or is a party as of the date of the
                  Change in Control or the elimination of Executive's
                  participation therein (except for across-the-board plan
                  changes or terminations similarly affecting at least
                  ninety-five percent (95%) of all Executive Employees of the
                  Company). For purposes of this subsection (iii), a "pension
                  plan or agreement" shall mean any written arrangement executed
                  by an authorized officer of the Company which provides for
                  payments upon retirement; and a "compensation plan or
                  agreement" shall mean any written arrangement executed by an
                  authorized officer of the


                                        2

<PAGE>




                  Company which provides for periodic, non-discretionary
                  compensatory payments to employees in the nature of bonuses;

                           (iv) Relocation. A change in Executive's work
                  location to a location more than fifty (50) miles from the
                  facility where Executive was located immediately prior to the
                  Change in Control, unless such new work location is within
                  fifty (50) miles from Executive's principal place of residence
                  at the time of the Change in Control. The acceptance, if any,
                  by Executive of employment by the Company at a work location
                  which is outside the fifty (50) mile radius set forth in this
                  Section 1(j)(iv) shall not be a waiver of Executive's right to
                  refuse subsequent transfer by the Company to a location that
                  is more than fifty (50) miles from Executive's principal place
                  of residence at the time of the Change in Control, and such
                  subsequent, unconsented transfer shall be "Good Reason" under
                  this Agreement; or

                           (v) Benefits and Perquisites. The taking of any
                  action by the Company that would directly or indirectly
                  materially reduce the benefits enjoyed by Executive under the
                  Company's retirement, life insurance, medical, health and
                  accident, disability, deferred compensation or savings plans
                  in which Executive was participating immediately prior to the
                  Change in Control, or the failure by the Company to provide
                  Executive with the number of paid vacation days to which
                  Executive is entitled on the basis of years of service with
                  the Company in accordance with the Company's normal vacation
                  policy in effect immediately prior to the Change in Control
                  (except for across-the-board plan or vacation policy changes
                  or plan terminations similarly affecting at least ninety-five
                  percent (95%) of all employees of the Company).

                  For purposes of this Section 1(j), the term "Executive
         Employee" shall mean employees of the Company whose annual base salary
         is $140,000 or more.

                  Good Reason shall not include Executive's death or Disability.
         Executive's continued employment shall not constitute consent to, or a
         waiver of rights with respect to, any circumstance constituting Good
         Reason hereunder. The fact that Executive may be eligible for
         Retirement shall not prevent him from resigning for Good Reason
         provided an event of Good Reason shall have occurred. Any dispute as to
         whether an event of Good Reason shall have occurred or been cured on a
         timely basis shall be resolved by arbitration as provided in Section 6
         hereof.

                  (k) "Group Health Plan" shall mean the group health plan
         covering Executive, as such plan may be amended from time to time.

                  (l) "Group Life Insurance Plan" shall mean the group life
         insurance program covering Executive, as such plan may be amended from
         time to time.


                                        3

<PAGE>




                  (m)      "Mirant" shall mean Mirant Corporation, a Delaware
         corporation, its successors and assigns.

                  (n) "Mirant Subsidiary" shall mean any corporation or other
         entity Controlled by Mirant. The term "Controlled" shall have the
         meaning of such term as set forth in the Change in Control Benefit Plan
         Determination Policy.

                  (o) "Month of Service" shall mean any calendar month during
         which Executive has worked at least one (1) hour or was on approved
         leave of absence while in the employ of the Company or any other Mirant
         Subsidiary.

                  (p) "Pension Plan" shall mean the Mirant Services LLC Pension
         Plan, or any successor thereto, as such plan may be amended from time
         to time.

                  (q)      "Termination for Cause" or "Cause" shall mean the
         termination of Executive's employment by the Company upon the
         occurrence of any of the following:

                           (i) The willful and continued failure by Executive
                  substantially to perform his duties with the Company (other
                  than any such failure resulting from Executive's Total
                  Disability or from Executive's retirement or any such actual
                  or anticipated failure resulting from termination by Executive
                  for Good Reason) after a written demand for substantial
                  performance is delivered to him by the Board, which demand
                  specifically identifies the manner in which the Board believes
                  that he has not substantially performed his duties; or

                           (ii) The willful engaging by Executive in conduct
                  that is demonstrably and materially injurious to Mirant or the
                  Company, monetarily or otherwise, including, but not limited
                  to any of the following:

                                    (A) any willful act involving fraud or
                           dishonesty in the course of Executive's employment by
                           the Company;

                                    (B) the willful carrying out of any activity
                           or the making of any statement which would materially
                           prejudice or impair the good name and standing of the
                           Company, Mirant, or any Mirant Subsidiary or would
                           bring the Company, Mirant, or any Mirant Subsidiary
                           into contempt or ridicule, or would reasonably shock
                           or offend any community in which the Company, Mirant
                           or such Mirant Subsidiary is located;

                                    (C) attendance at work in a state of
                           intoxication or otherwise being found in possession
                           at his workplace of any prohibited drug or substance,
                           possession of which would amount to a criminal
                           offense;

                                    (D) assault or other act of violence against
                           any person during the course of employment; or


                                        4

<PAGE>




                                    (E) conviction of any felony or any
                           misdemeanor involving moral turpitude.

                  No act or failure to act by Executive shall be deemed
         "willful" unless done, or omitted to be done, by Executive not in good
         faith and without reasonable belief that his action or omission was in
         the best interest of the Company.

                  Notwithstanding the foregoing, Executive shall not be deemed
         to have been terminated for Cause unless and until there shall have
         been delivered to him a copy of a resolution duly adopted by the
         affirmative vote of not less than three quarters of the entire
         membership of the Board at a meeting of the Board called and held for
         such purpose (after reasonable notice to Executive and an opportunity
         for him, together with counsel, to be heard before the Board), finding
         that, in the good faith opinion of the Board, Executive was guilty of
         conduct set forth above in clause (i) or (ii) of this Section 1(q) and
         specifying the particulars thereof in detail.

                  (r)      "Termination Date" shall mean the date on which
         Executive's employment with the Company is terminated.

                  (s)      "Total Disability" shall mean Executive's total
         disability within the meaning of the Pension Plan.

                  (t)      "Waiver and Release" shall mean the Waiver and
         Release Agreement attached hereto as Exhibit A.

                  (u) "Year of Service" shall mean Executive's Months of Service
         divided by twelve (12) rounded to the nearest whole year, rounding up
         if the remaining number of months is seven (7) or greater and rounding
         down if the remaining number of months is less than seven (7). If
         Executive has a break in his service with the Company, he will receive
         credit under this Agreement for service prior to the break in service
         only if the break in service is less than five (5) years.

         2.       Severance Benefits.

                  (a) Eligibility. Except as otherwise provided in this Section
         2(a), if Executive's employment is involuntarily terminated by the
         Company at any time during the two-year period following a Change in
         Control for reasons other than Cause, or if Executive voluntarily
         terminates his employment with the Company for Good Reason at any time
         during the two-year period following a Change in Control, Executive
         shall be entitled to receive the benefits described in this Agreement
         upon the Company's receipt of an effective Waiver and Release.
         Notwithstanding anything to the contrary herein, Executive shall not be
         eligible to receive benefits under this Agreement if Executive:

                           (i)      voluntarily terminates his employment with
                  the Company other than for Good Reason;


                                        5

<PAGE>




                           (ii)     has his employment terminated by the Company
                  for Cause;

                           (iii)    terminates employment by reason of his death
                  or Total Disability.

                           Any termination by the Company for Cause, or by
         Executive for Good Reason, shall be communicated by written notice of
         termination to the other party hereto given in accordance with Section
         7(g) of this Agreement. Such notice shall (i) indicate the specific
         termination provision in this Agreement relied upon, (ii) to the extent
         applicable, set forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of Executive's employment
         under the provision so indicated and (iii) specify the termination
         date. The failure by Executive or the Company to set forth in the
         notice of termination any fact or circumstance which contributes to a
         showing of Good Reason or Cause shall not waive any right of Executive
         or the Company, respectively, hereunder or preclude Executive or the
         Company, respectively, from asserting such fact or circumstance in
         enforcing Executive's or the Company's rights hereunder.

                  (b) Severance Benefits. If Executive meets the eligibility
         requirements of Section 2(a) hereof, he shall be entitled to a cash
         severance benefit in an amount equal to three (3) times his Annual
         Compensation (the "Severance Amount").

                  (c) Welfare Benefits. If Executive meets the eligibility
         requirements of Section 2(a) hereof and is not otherwise eligible to
         receive retiree medical and life insurance benefits provided to certain
         retirees pursuant to the terms of the Group Health Plan and the Group
         Life Insurance Plan, or other plans providing such benefits to
         similarly situated employees who retire, he shall be entitled to the
         benefits set forth in this Section 2(c).

                           (i) Executive shall be eligible to participate in the
                  Company's Group Health Plan for a period of six (6) months for
                  each of Executive's Years of Service, not to exceed a period
                  of five (5) years, beginning on the first day of the first
                  month following Executive's Termination Date unless otherwise
                  specifically provided under such plan, upon payment of both
                  the Company's and his monthly premium under such plan. If
                  Executive elects to receive this extended medical coverage, he
                  shall also be entitled to elect coverage under the Group
                  Health Plan for his dependents who were participating in the
                  Group Health Plan on Executive's Termination Date (and for
                  such other dependents as may be entitled to coverage under the
                  provisions of the Health Insurance Portability and
                  Accountability Act of 1996) for the duration of Executive's
                  extended medical coverage under this Section 2(c)(i) to the
                  extent such dependents remain eligible for dependent coverage
                  under the terms of the Group Health Plan.

                                    (A) The extended medical coverage afforded
                           to Executive pursuant to Section 2(c)(i), as well as
                           the premiums to be paid by Executive in connection
                           with such coverage shall be determined in accordance
                           with the terms of the Group Health Plan and shall be
                           subject to any changes in the terms and conditions of
                           the Group Health Plan as well as any future


                                        6

<PAGE>




                           increases in premiums under the Group Health Plan.
                           The premiums to be paid by Executive in connection
                           with this extended coverage shall be due on the first
                           day of each month; provided, however, that if he
                           fails to pay his premium within thirty (30) days of
                           its due date, such extended coverage shall be
                           terminated.

                                    (B) Any Group Health Plan coverage provided
                           under Section 2(c)(i) shall be in lieu of and not in
                           addition to any COBRA Coverage which Executive or his
                           dependent may elect. Executive or his dependents must
                           waive COBRA coverage under the Group Health Plan as a
                           condition precedent to receiving extended medical
                           coverage pursuant to this Section 2(c). In the event
                           that Executive or his dependents become eligible to
                           be covered, by virtue of re-employment or otherwise,
                           by any employer-sponsored group health plan or is
                           eligible for coverage under any government-sponsored
                           health plan during the above period, coverage under
                           the Company's Group Health Plan available to
                           Executive or his dependents by virtue of the
                           provisions of Section 2(c)(i) shall terminate, except
                           as may otherwise be required by law, and shall not be
                           renewed.

                           (ii) Regardless of whether Executive elects the
                  extended coverage described in Section 2(c)(i) hereof, he
                  shall be entitled to receive cash in an amount equal to the
                  Company's and Executive's cost of premiums for three (3) years
                  of coverage under the Group Health Plan and Group Life
                  Insurance Plan in accordance with the terms of such plans as
                  of the date of the Change in Control.

                  (d) Incentive Plans. If Executive meets the eligibility
         requirements of Section 2(a) hereof, he shall be entitled to the
         benefits under the Company's incentive plans as provided under the
         Change in Control Benefit Plan Determination Policy for "Severed
         Employees," in addition to any other benefits to which he would
         otherwise be entitled under such Policy.

                  (e) Payment of Benefits. The amounts due under Section 2(b)
         and 2(c)(ii) of this Agreement shall be paid in one (1) lump sum
         payment as soon as administratively practicable following the later of:
         (i) Executive's Termination Date, or (ii) upon Executive's tender of an
         effective Waiver and Release to the Company and the expiration of any
         applicable revocation period for such waiver. In the event of a dispute
         with respect to liability or amount of any benefit due hereunder, an
         effective Waiver and Release shall be tendered at the time of final
         resolution of any such dispute when payment is tendered by the Company.
         If the Company fails or refuses to make payments under the Agreement,
         Executive may have the right to obtain payment by Mirant pursuant to
         the terms of the "Guarantee Agreement Concerning Mirant Services LLC
         Compensation and Benefit Arrangements" entered into by the Company and
         Mirant. Executive's right to payment is not increased as a result of
         this Guarantee. He has the same right to payment from Mirant as he
         would have from the Company. Any demand to enforce this Guarantee
         should be made in writing and should reasonably and briefly specify the
         manner and the amount the Company has failed to pay. Such writing given
         by personal delivery or mail shall be


                                        7

<PAGE>




         effective upon actual receipt. Any writing given by telegram or
         telecopier shall be effective upon actual receipt if received during
         Mirant's normal business hours, or at the beginning of the next
         business day after receipt, if not received during Mirant's normal
         business hours. All arrivals by telegram or telecopier shall be
         confirmed promptly after transmission in writing by certified mail or
         personal delivery.

                  (f) Benefits in the Event of Death. In the event of
         Executive's death prior to the payment of all amounts due under this
         Agreement, Executive's estate shall be entitled to receive as due any
         amounts not yet paid under this Agreement upon the tender by the
         executor or administrator of the estate of an effective Waiver and
         Release.

                  (g)      Executive Outplacement Services. Executive shall be
         eligible to participate in the Executive Outplacement Program, which
         program shall not be less than six (6) months duration measured from
         Executive's Termination Date.

         3.       Possible Additional Payments by the Company.

                  (a) Anything in this Agreement to the contrary notwithstanding
         and except as set forth below, in the event it shall be determined that
         any payment or distribution in the nature of compensation (within the
         meaning of Section 280G(b)(2) of the Code) by the Company to or for the
         benefit of Executive (whether paid or payable or distributed or
         distributable pursuant to the terms of this Agreement or otherwise, but
         determined without regard to any additional payments required under
         this Section 3) (a "Payment") would be subject to the excise tax
         imposed by Section 4999 of the Code or any interest or penalties are
         incurred by Executive with respect to such excise tax (such excise tax,
         together with any such interest and penalties, are hereinafter
         collectively referred to as the "Excise Tax"), then the Company shall
         pay to Executive an additional payment (a "Gross-Up Payment") in an
         amount such that, after payment by Executive of all taxes (including
         any interest or penalties imposed with respect to such taxes),
         including, without limitation, any income taxes (and any interest and
         penalties imposed with respect thereto) and Excise Tax imposed upon the
         Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
         equal to the Excise Tax imposed upon the Payments.

                  Notwithstanding the foregoing provisions of this Section 3(a),
         if the Parachute Value (as defined below) of all Payments does not
         exceed 110% of Executive's Safe Harbor Amount (as defined below), then
         the Company shall not pay Executive a Gross-Up Payment, and the
         Payments due under this Agreement shall be reduced so that the
         Parachute Value of all Payments, in the aggregate, equals the Safe
         Harbor Amount; provided, that if even after all Payments due under this
         Agreement are reduced to zero, the Parachute Value of all Payments
         would still exceed the Safe Harbor Amount, then no reduction of any
         Payments shall be made and the Gross -Up Payment shall be made. The
         reduction of the Payments due hereunder, if applicable, shall be made
         by first reducing the Severance Payments under Section 2(b), unless an
         alternative method of reduction is elected by Executive, and in any
         event shall be made in such a manner as to maximize the economic
         present value of all Payments actually made to Executive, determined by
         the accounting firm serving as the Company's auditors immediately prior
         to the change of


                                        8

<PAGE>




         control (the "Accounting Firm") as of the date of the change of control
         for purposes of Section 280G of the Code using the discount rate
         required by Section 280G(d)(4) of the Code. For purposes of this
         Section 3, the "Parachute Value" of a Payment means the present value
         as of the date of the change of control for purposes of Section 280G of
         the Code of the portion of such Payment that constitutes a "parachute
         payment" under Section 280G(b)(2) of the Code, as determined by the
         Accounting Firm for purposes of determining whether and to what extent
         the Excise Tax will apply to such Payment. For purposes of this Section
         3, Executive's "Safe Harbor Amount" means one dollar less than three
         times Executive's "base amount" within the meaning of Section
         280G(b)(3) of the Code.

                  (b) Subject to the provisions of Section 3(c), all
         determinations required to be made under this Section 3, including
         whether and when a Gross-Up Payment is required and the amount of such
         Gross-Up Payment, whether and in what manner any Payments are to be
         reduced pursuant to the second paragraph of Section 3(a), and the
         assumptions to be used in arriving at such determinations, shall be
         made by the Accounting Firm, and shall be binding on the Company and
         Executive, except to the extent the Internal Revenue Service or a court
         of competent jurisdiction makes a final and binding determination
         inconsistent therewith. The Accounting Firm shall provide detailed
         supporting calculations both to the Company and Executive within 15
         business days after receiving notice from Executive that there has been
         a Payment, or such earlier time as is requested by the Company. In the
         event that the Accounting Firm is serving as accountant or auditor for
         the individual, entity or group effecting the Change in Control,
         Executive shall appoint another nationally recognized accounting firm
         to make the determinations required hereunder (which accounting firm
         shall then be referred to as the Accounting Firm hereunder). All fees
         and expenses of the Accounting Firm shall be borne solely by the
         Company. Any Gross-Up Payment that becomes due pursuant to this Section
         3 shall be paid by the Company to Executive within the later of (i)
         five business days prior to the due date for the payment of the Excise
         Tax or (ii) five days after the receipt of the Accounting Firm's
         determination. As a result of the uncertainty in the application of
         Section 4999 of the Code at the time of the initial determination by
         the Accounting Firm hereunder, it is possible that Gross-Up Payments
         which will not have been made by the Company should have been made
         ("Underpayment"), consistent with the calculations required to be made
         hereunder. In the event that the Accounting Firm determines that there
         has been an Underpayment or the Company exhausts its remedies pursuant
         to Section 3(c) and Executive thereafter is required to make a payment
         of any Excise Tax, the Accounting Firm shall determine the amount of
         the Underpayment that has occurred and any such Underpayment shall be
         promptly paid by the Company to or for the benefit of Executive.

                  (c) Executive shall notify the Company in writing of any claim
         by the Internal Revenue Service that, if successful, would require the
         payment by the Company of a Gross-Up Payment (or an additional Gross-Up
         Payment). Such notification shall be given as soon as practicable but
         no later than ten business days after Executive is informed in writing
         of such claim. Executive shall apprise the Company of the nature of
         such claim and the date on which such claim is requested to be paid.
         Executive shall not


                                        9

<PAGE>




         pay such claim prior to the expiration of the 30-day period following
         the date on which it gives such notice to the Company (or such shorter
         period ending on the date that any payment of taxes with respect to
         such claim is due). If the Company notifies Executive in writing prior
         to the expiration of such period that it desires to contest such claim,
         Executive shall:

                           (i)      give the Company any information reasonably
                  requested by the Company relating to such claim,

                           (ii) take such action in connection with contesting
                  such claim as the Company shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by the Company,

                           (iii)    cooperate with the Company in good faith in
                  order effectively to contest such claim, and

                           (iv)     permit the Company to participate in any
                  proceedings relating to such claim;

         provided, however, that the Company shall bear and pay directly all
         costs and expenses (including additional interest and penalties)
         incurred in connection with such contest and shall indemnify and hold
         Executive harmless, on an after-tax basis, for any Excise Tax or income
         tax (including interest and penalties with respect thereto) imposed as
         a result of such representation and payment of costs and expenses.
         Without limitation of the foregoing provisions of this Section 3(c),
         the Company shall control all proceedings taken in connection with such
         contest and, in its sole discretion, may pursue or forgo any and all
         administrative appeals, proceedings, hearings and conferences with the
         taxing authority in respect of such claim and may, in its sole
         discretion, either direct Executive to pay the tax claimed and sue for
         a refund or contest the claim in any permissible manner, and Executive
         agrees to prosecute such contest to a determination before any
         administrative tribunal, in a court of initial jurisdiction and in one
         or more appellate courts, as the Company shall determine; provided,
         however, that if the Company directs Executive to pay such claim and
         sue for a refund, the Company shall advance the amount of such payment
         to Executive, on an interest-free basis and shall indemnify and hold
         Executive harmless, on an after-tax basis, from any Excise Tax or
         income tax (including interest or penalties with respect thereto)
         imposed with respect to such advance or with respect to any imputed
         income with respect to such advance; and further provided that any
         extension of the statute of limitations relating to payment of taxes
         for the taxable year of Executive with respect to which such contested
         amount is claimed to be due is limited solely to such contested amount.
         Furthermore, the Company's control of the contest shall be limited to
         issues with respect to which a Gross-Up Payment would be payable
         hereunder and Executive shall be entitled to settle or contest, as the
         case may be, any other issue raised by the Internal Revenue Service or
         any other taxing authority.


                                       10

<PAGE>




                  (d) If, at any time after receiving a Gross-Up Payment or an
         advance pursuant to Section 3(c), Executive receives any refund of the
         associated Excise Tax, Executive shall (subject to the Company's having
         complied with the requirements of Section 3(c), if applicable) promptly
         pay to the Company the amount of such refund (together with any
         interest paid or credited thereon net of all taxes applicable thereto).
         If, after Executive receives an advance by the Company pursuant to
         Section 3(c), a determination is made that Executive is not entitled to
         any refund with respect to such claim and the Company does not notify
         Executive in writing of its intent to contest such denial of refund
         prior to the expiration of 30 days after such determination, then such
         advance shall be forgiven and shall not be required to be repaid, and
         the amount of any Gross-Up Payment owed to Executive shall be reduced
         (but not below zero) by the amount of such advance.

                  (e) Notwithstanding any other provision of this Section 3, the
         Company may, in its sole discretion, withhold and pay over to the
         Internal Revenue Service or any other applicable taxing authority, for
         the benefit of Executive, all or any portion of any Gross-Up Payment,
         and Executive hereby consents to such withholding.

         4. Transfer of Employment. In the event that Executive's employment by
the Company is terminated during the two-year period following a Change in
Control and Executive accepts employment by Mirant, a Mirant Subsidiary, or any
employer that succeeds to all or substantially all of the assets of Mirant or
any Mirant Subsidiary, the Company shall assign this Agreement to Mirant, such
Mirant Subsidiary, or successor employer, Mirant shall accept such assignment or
cause such Mirant Subsidiary or successor employer to accept such assignment,
and such assignee shall become the "Company" for all purposes hereunder.

         5. No Mitigation. If Executive is otherwise eligible to receive
benefits under Section 2 of this Agreement, he shall have no duty or obligation
to seek other employment following his Termination Date and, except as otherwise
provided in Section 2(c)(i)(B) hereof, the amounts due Executive hereunder shall
not be reduced or suspended if Executive accepts such subsequent employment.

         6.       Arbitration.

                  (a) Any dispute, controversy or claim arising out of or
         relating to the Company's obligations to pay severance benefits under
         this Agreement, or the breach thereof, shall be settled and resolved
         solely by arbitration in accordance with the Commercial Arbitration
         Rules of the American Arbitration Association ("AAA") except as
         otherwise provided herein. The arbitration shall be the sole and
         exclusive forum for resolution of any such claim for severance benefits
         and the arbitrators' award shall be final and binding. Any such claim
         for arbitration must be brought within one (1) year after Executive's
         Termination Date. The provisions of this Section 6 are not intended to
         apply to any other disputes, claims or controversies arising out of or
         relating to Executive's employment by the Company or the termination
         thereof.


                                       11

<PAGE>




                  (b) Arbitration shall be initiated by serving a written notice
         of demand for arbitration to Executive, in the case of the Company, or
         to the Board, in the case of Executive.

                  (c) The arbitration shall be held in Atlanta, Georgia. The
         arbitrators shall apply the law of the State of Georgia, to the extent
         not preempted by federal law, excluding any law which would require the
         application of the law of another state.

                  (d) The parties shall appoint arbitrators within fifteen (15)
         business days following service of the demand for arbitration. The
         number of arbitrators shall be three. One arbitrator shall be appointed
         by Executive, one arbitrator shall be appointed by the Company, and the
         two arbitrators shall appoint a third. If the arbitrators cannot agree
         on a third arbitrator within thirty (30) business days after the
         service of demand for arbitration, the third arbitrator shall be
         selected by the AAA.

                  (e) The arbitration filing fee shall be paid by Executive. All
         other costs of arbitration shall be borne equally by Executive and the
         Company, provided, however, that the Company shall reimburse Executive
         for such fees and costs, plus reasonable legal fees actually incurred
         by Executive, in the event any material issue in such dispute is
         finally resolved in Executive's favor.

                  (f) The parties agree that they will faithfully observe the
         rules that govern any arbitration between them, they will abide by and
         perform any award rendered by the arbitrators in any such arbitration,
         including any award of injunctive relief, and a judgment of a court
         having jurisdiction may be entered upon an award.

                  (g) The parties agree that nothing in this Section 6 is
         intended to preclude any court having jurisdiction from issuing and
         enforcing in any lawful manner such temporary restraining orders,
         preliminary injunctions, and other interim measures of relief as may be
         necessary to prevent harm to a party's interests or as otherwise may be
         appropriate pending the conclusion of arbitration proceedings pursuant
         to this Agreement regardless of whether an arbitration proceeding under
         this Section 6 has begun. The parties further agree that nothing herein
         shall prevent any court from entering and enforcing in any lawful
         manner such judgments for permanent equitable relief as may be
         necessary to prevent harm to a party's interests or as otherwise may be
         appropriate following the issuance of arbitral awards pursuant to this
         Agreement.

         7.       Miscellaneous.

                  (a) Funding of Benefits. Unless the Board shall in its
         discretion determine otherwise, the benefits payable to Executive under
         this Agreement shall not be funded in any manner and shall be paid by
         the Company out of its general assets, which assets are subject to the
         claims of the Company's creditors.

                  (b)      Withholding. There shall be deducted from the
         payment of any benefit due under this Agreement the amount of any tax
         required by any governmental authority to be


                                       12

<PAGE>




         withheld and paid over by the Company to such governmental authority
         for the account of Executive.

                  (c) Assignment. Executive shall have no rights to sell,
         assign, transfer, encumber, or otherwise convey the right to receive
         the payment of any benefit due hereunder, which payment and the rights
         thereto are expressly declared to be nonassignable and nontransferable.
         Any attempt to do so shall be null and void and of no effect.

                  (d)      Amendment and Termination. The Agreement may be
         amended or terminated only by a writing executed by the parties.

                  (e) Construction. This Agreement shall be construed in
         accordance with and governed by the laws of the State of Georgia, to
         the extent not preempted by federal law, disregarding any provision of
         law which would require the application of the law of another state.

                  (f) Pooling Accounting. Notwithstanding anything to the
         contrary herein, if, but for any provision of this Agreement, a Change
         in Control transaction would otherwise be accounted for as a
         pooling-of-interests under APB No.16 ("Pooling Accounting") (after
         giving effect to any and all other facts and circumstances affecting
         whether such Change in Control transaction would use Pooling
         Accounting,), such provision or provisions of this Agreement which
         would otherwise cause the Change in Control transaction to be
         ineligible for Pooling Accounting shall be void and ineffective in such
         a manner and to the extent that by eliminating such provision or
         provisions of this Agreement, Pooling Accounting would be available for
         such Change in Control transaction.

                  (g) Notices. All notices, requests, demands and other
         communications required or permitted hereunder shall be in writing and
         shall be deemed to have been duly given if delivered or three days
         after mailing if mailed, first class, certified mail, postage prepaid:

                           To the Company:  Mirant Services LLC
                                            1155 Perimeter Center West
                                            Atlanta, Georgia 30338-5416
                                            Attention:  Chief Executive Officer



                                       13

<PAGE>





                           To Executive:             Raymond Hill

                                                     ----------------
                                                     ----------------
                                                     ----------------

         Any party may change the address to which notices, requests, demands
         and other communications shall be delivered or mailed by giving notice
         thereof to the other party in the same manner provided herein.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 2nd day of April, 2001.


                                            MIRANT CORPORATION


                                         By:          /s/
                                            -----------------------------------

                                            MIRANT SERVICES LLC


                                         By:          /s/
                                            -----------------------------------

                                            EXECUTIVE


                                                      /s/
                                            -----------------------------------
                                            Ray Hill


                                       14

<PAGE>




                                    EXHIBIT A

                           CHANGE IN CONTROL AGREEMENT

                               WAIVER AND RELEASE


         The attached Waiver and Release Agreement is to be executed by
Executive upon the occurrence of an event that triggers eligibility for
severance benefits under the Change in Control Agreement, as described in
Section 2(a) of such agreement.




<PAGE>




                          WAIVER AND RELEASE AGREEMENT

         This Waiver and Release Agreement (the "Waiver and Release") is entered
into by and among Mirant Corporation ("Mirant"), Mirant Services, LLC (the
"Company") and S. Marce Fuller ("Executive") this ________ day of ________,
20__.

         1. General Waiver and Release: For and in consideration of the
agreement of Mirant and the Company to provide Executive the severance benefits
described in that certain Change in Control Agreement, dated as of April 2,
2001, among Executive, Mirant and the Company (the "Agreement"), Executive, with
the intention of binding himself and all of his heirs, executors, administrators
and assigns, does hereby release, remise, acquit and forever discharge Mirant
and the Company, and all of their respective past and present officers,
directors, stockholders, employees, agents, parent corporations, predecessors,
subsidiaries, affiliates, estates, successors, assigns and attorneys
(hereinafter collectively referred to as "Released Parties") from any and all
claims, charges, actions, causes of action, sums of money due, suits, debts,
covenants, contracts, agreements, rights, damages, promises, demands or
liabilities (hereinafter collectively referred to as "Claims") whatsoever, in
law or in equity, whether known or unknown, suspected or unsuspected, which
Executive, individually or as a member of any class, now has, owns or holds or
has at any time heretofore ever had, owned or held against the Released Parties
including, but not by way of limitation, Claims arising out of or in any way
connected with Executive's employment with the Company or any of the Released
Parties or the termination of any such employment relationship, including, but
not by way of limitation, Claims pursuant to federal, state or local statute,
regulation, ordinance or common-law for (i) employment discrimination; (ii)
wrongful discharge; (iii) breach of contract; (iv) tort actions of any type,
including those for intentional or negligent infliction of emotional harm; and
(v) unpaid benefits, wages, compensation, commissions, bonuses or incentive
payments of any type, except as follows:

                  A.       those obligations of the Company and its affiliates
under the Agreement, pursuant to which this Waiver and Release is being executed
and delivered; and

                  B. claims, if any, for Executive's accrued or vested benefits
under the retirement plans, savings plans, investment plans and employee welfare
benefit plans, if any, of the Released Parties (within the meaning of Section
3(1) of the Employee Retirement Income Security Act of 1974 ("ERISA")), as
amended; provided, however, that nothing herein is intended to or shall be
construed to require the Released Parties to institute or continue in effect any
particular plan or benefit sponsored by the Released Parties and the Company and
all other Released Parties hereby reserve the right to amend or terminate any
such plan or benefit at any time; and

                  C.       any rights to indemnification or advancement of
expenses to which Executive may otherwise be entitled pursuant to the Articles
of Incorporation or Bylaws

                                      -16-

<PAGE>




of any of the Released Parties, or by contract or applicable law, as a result of
Executive's service as an officer or director of any of the Released Parties.

         Executive further understands and agrees that he has knowingly
relinquished, waived and forever released any and all remedies arising out of
the aforesaid employment relationship or the termination thereof, including,
without limitation, claims for backpay, front pay, liquidated damages,
compensatory damages, general damages, special damages, punitive damages,
exemplary damages, costs, expenses and attorneys' fees.

         2. Waiver and Release of ADEA Claims: Without limiting the generality
of the foregoing, and also for and in consideration of the Company's agreement
to provide Executive Severance Benefits described in Article 3 of the Agreement,
Executive specifically acknowledges and agrees that he does hereby knowingly and
voluntarily release Mirant, the Company and all other Released Parties from any
and all claims arising under the Age Discrimination in Employment Act, 29 U.S.C.
ss. 621, et seq. ("ADEA"), which Executive ever had or now has from the
beginning of time up to the date this Waiver and Release is executed, including,
but not by way of limitation, those ADEA Claims which are in any way connected
with any employment relationship or the termination of any employment
relationship which existed between the Company or any other Released Parties and
Executive. Executive also acknowledges that he has been provided with a notice,
as required by the Older Workers Benefit Protection Act of 1990, that contains
(i) information about the individuals covered under the Agreement, (ii) the
eligibility factors for participation in the Agreement, (iii) the time limits
applicable to the Agreement, (iv) the job titles and ages of the employees
designated to participate in the Agreement, (v) and the ages of the employees in
the same job classification who have not been designated to participate in the
Agreement. (See Attachment 1). Executive further acknowledges and agrees that he
has been advised to consult with an attorney prior to executing this Waiver and
Release and that he has been given forty-five (45) days to consider this Waiver
and Release prior to its execution. Executive agrees that in the event that he
executes this Waiver and Release prior to the expiration of the forty-five (45)
day period, he shall waive the balance of said period. Executive also
understands that he may revoke this Waiver and Release of ADEA Claims at any
time within seven (7) days following its execution and that, if Executive
revokes this Waiver and Release of ADEA Claims within such seven (7) day period,
it shall not be effective or enforceable and he will not receive the
above-described consideration or any payments provided for in the Agreement that
have not been paid.

         3. Covenant Not to Sue: Executive acknowledges and agrees that this
Waiver and Release may not be revoked at any time after the expiration of the
seven (7) day revocation period and that he will not institute any suit, action,
or proceeding, whether at law or equity, challenging the enforceability of this
Waiver and Release. Should Executive ever attempt to challenge the terms of this
Waiver and Release, attempt to obtain an order declaring this Waiver and Release
to be null and void, or institute litigation against any of the Released Parties
based upon a Claim other than an ADEA Claim which is covered by the terms of
this Waiver and Release, Executive will as a condition precedent to such action
repay all monies paid to him under the terms of this


                                      -17-

<PAGE>




Waiver and Release. Furthermore, if Executive does not prevail in an action to
challenge this Waiver and Release, to obtain an order declaring this Waiver and
Release to be null and void, or in any action against any of the Released
Parties based upon a Claim other than an ADEA Claim which is covered by the
Waiver and Release set forth herein, Executive shall pay to the Company and/or
the appropriate Released Parties all their costs and attorneys' fees incurred in
their defense of Executive's action.

         Provided, however, that it is understood and agreed by the parties that
Executive shall not be required to repay the monies paid to him under the terms
of this Waiver and Release or pay the Company and/or the appropriate Released
Parties all their costs and attorneys' fees incurred in their defense of
Executive's action (except those attorneys' fees or costs specifically
authorized under federal law) in the event that Executive seeks to challenge his
Waiver and Release of Claims under the ADEA.

         4. Denial of Liability: Executive acknowledges and agrees that neither
the payment of Severance Benefits under the Agreement nor this Waiver and
Release is to be construed in any way as an admission of any liability
whatsoever by Mirant, the Company or any of the other Released Parties, by whom
liability is expressly denied.

         5. Agreement Not to Seek Further Relief: Executive acknowledges and
agrees that he has not, with respect to any transaction or state of facts
existing prior to the date of execution of this Waiver and Release, filed any
complaints, charges or lawsuits against any of the Released Parties with any
governmental agency or any court or tribunal, and that he will not do so at any
time hereafter. Executive further acknowledges and agrees that he hereby waives
any right to accept any relief or recovery, including costs and attorneys' fees,
that may arise from any charge or complaint before any federal, state or local
court or administrative agency against the Released Parties.

         6. Company Property: Executive agrees that he will not retain or
destroy, and will immediately return to the Company, any and all property of the
Company in his possession or subject to his control, including, but not limited
to, keys, credit and identification cards, personal items or equipment provided
for his use, customer files and information, all other files and documents
relating to the Company and its business, together with all written or recorded
materials, documents, computer disks, plans, records or notes or other papers
belonging to the Company. Executive further agrees not to make, distribute or
retain copies of any such information or property.

         7. Confidentiality Agreement: Executive acknowledges that the terms of
this Waiver and Release must be kept confidential. Accordingly, Executive agrees
not to disclose or publish to any person or entity, except as required by law or
as necessary to prepare tax returns, the terms and conditions or sums being paid
in connection with this Waiver and Release.

         8.       Acknowledgment: Executive acknowledges that he has carefully
read and fully understands the terms of this Waiver and Release and the
Agreement and that this Waiver and Release is executed by Executive voluntarily
and is not based upon any

                                      -18-

<PAGE>




representations or statements of any kind made by Mirant, the Company or any or
the other Released Parties as to the merits, legal liabilities or value of his
claims. Executive further acknowledges that he has had a full and reasonable
opportunity to consider this Waiver Release and that he has not been pressured
or in any way coerced into executing this Waiver and Release.

         9.       Choice of Laws: This Waiver and Release and the rights and
obligations of the parties hereto shall be governed and construed in accordance
with the laws of the State of Georgia.

         10. Severability: With the exception of the waiver and releases
contained in Sections 1 and 2 above, if any provision of this Waiver and Release
is unenforceable or is held to be unenforceable, such provision shall be fully
severable, and this Waiver and Release and its terms shall be construed and
enforced as if such unenforceable provision had never comprised a part hereof,
the remaining provisions hereof shall remain in full force and effect, and the
court construing the provisions shall add as a part hereof a provision as
similar in terms and effect to such unenforceable provision as may be
enforceable, in lieu of the unenforceable provision. In the event that both of
the releases contained in Sections 1 and 2 above are unenforceable or are held
to be unenforceable, the parties understand and agree that the remaining
provisions of this Waiver and Release shall be rendered null and void and that
neither party shall have any further obligation under any provision of this
Waiver and Release.

         11.      Entire Agreement: This document contains all terms of the
Waiver and Release and supersedes and invalidates any previous agreements or
contracts regarding the same subject matter. No representations, inducements,
promises or agreements, oral or otherwise, which are not embodied herein shall
be of any force or effect.

         IN WITNESS WHEREOF, the undersigned acknowledges that he has read this
Waiver and Release Agreement and sets his hand and seal this ____ day of
____________, 20__.

                                                     --------------------------
                                                     Raymond Hill

Sworn to and subscribed before me this _____ day of ______________, 20__.


---------------------
Notary Public
My Commission Expires:

---------------------



                                      -19-

<PAGE>





                                            MIRANT CORPORATION

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

                                            MIRANT SERVICES LLC


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




                                      -20-

<PAGE>




                                                                   EXHIBIT 10.44


                           CHANGE IN CONTROL AGREEMENT

         THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by
and among Mirant Corporation ("Mirant"), Mirant Services LLC (the "Company") and
Richard J. Pershing ("Executive") (hereinafter collectively referred to as the
"Parties") is effective as of the execution date of this Agreement unless
otherwise provided herein.

                              W I T N E S S E T H:

         WHEREAS, Executive serves as Executive Vice President and Assistant
Secretary of the Company, which serves as the employer with respect to assets
held by Mirant;

         NOW, THEREFORE, in consideration of the premises, and the agreements of
the parties set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

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

                  (a) "Annual Compensation" shall mean Executive's highest
         annual base salary rate in effect during the twelve (12) month period
         immediately preceding the date of the Change in Control, plus
         Executive's target annual bonus for the year in which the Change in
         Control occurred, or if such target annual bonus had not been set for
         such year, Executive's target annual bonus for the next previous year.

                  (b)      "Board" shall mean the board of directors of Mirant.

                  (c) "Change in Control" shall have the meaning of such term as
         set forth in the Change in Control Benefit Plan Determination Policy.
         However, any amendment to the Policy which causes the definition of
         "Change in Control" to be more restrictive than such definition in
         effect on the Effective Date shall not be taken into account for
         purposes of this Agreement, unless approved by the Board or a
         compensation committee thereof and agreed to in writing by Executive.

                  (d) "Change in Control Benefit Plan Determination Policy"
         shall mean the Mirant Change in Control Benefit Plan Determination
         Policy, as approved by the Board, as such policy may be amended from
         time to time in accordance with the provisions therein.

                  (e) "COBRA Coverage" shall mean any continuation coverage to
         which Executive or his dependents may be entitled pursuant to Code
         Section 4980B.

                  (f)      "Code" shall mean the Internal Revenue Code of 1986,
         as amended.

                  (g)      "Company" shall mean Mirant Services LLC, its
         successors and assigns.

<PAGE>




                  (h)      "Effective Date" shall mean the date of execution of
         this Agreement, unless otherwise provided herein.

                  (i) "Executive Outplacement Program" shall mean the program
         established by the Company from time to time for the purpose of
         assisting executive officers of the Company in finding employment
         outside of the Company which provides for the following services:

                           (i)      self-assessment, career decision and goal

                  setting;

                           (ii)     job market research and job sources;

                           (iii)    networking and interviewing skills;

                           (iv)     planning and implementation strategy;

                           (v)      resume writing, job hunting methods and
                  salary negotiation; and

                           (vi)     office support and job search resources.

                  (j) "Good Reason" shall mean, without Executive's express
         written consent, after written notice to the Company, and after a
         thirty (30) day opportunity for the Company to cure, the continuing
         occurrence of any of the following events:

                           (i)      Inconsistent Duties. A meaningful and
                  detrimental alteration in Executive's position or in the
                  nature or status of his responsibilities from those in effect
                  immediately prior to the Change in Control;

                           (ii) Reduced Salary. A reduction of five percent (5%)
                  or more by the Company in either of the following: (a)
                  Executive's highest annual base salary rate as in effect at
                  any time during the twelve (12) month period immediately
                  preceding the date of the Change in Control ("Base Salary")
                  (except for a less than ten percent (10%), across-the-board
                  base salary rate reduction similarly affecting at least
                  ninety-five percent (95%) of all Executive Employees of the
                  Company); or (b) the sum of Executive's Base Salary plus
                  target bonus under the Company's short term bonus plan, as in
                  effect immediately prior to the Change in Control (except for
                  a less than ten percent (10%), across-the-board reduction of
                  base salary plus target bonus under such short term plan
                  similarly affecting at least ninety-five percent (95%) of all
                  Executive Employees of the Company);

                           (iii) Pension and Compensation Plans. The failure by
                  the Company to continue in effect any "pension plan or
                  agreement" or "compensation plan or agreement" in which
                  Executive participates or is a party as of the date of the
                  Change in Control or the elimination of Executive's
                  participation therein (except for across-the-board plan
                  changes or terminations similarly affecting at least
                  ninety-five percent (95%) of all Executive Employees of the
                  Company). For purposes of this subsection (iii), a "pension
                  plan or agreement" shall mean any written arrangement executed
                  by an authorized officer of the Company which provides for
                  payments upon retirement; and a "compensation plan or
                  agreement" shall mean any written arrangement executed by an
                  authorized officer of the


                                        2

<PAGE>




                  Company which provides for periodic, non-discretionary
                  compensatory payments to employees in the nature of bonuses;

                           (iv) Relocation. A change in Executive's work
                  location to a location more than fifty (50) miles from the
                  facility where Executive was located immediately prior to the
                  Change in Control, unless such new work location is within
                  fifty (50) miles from Executive's principal place of residence
                  at the time of the Change in Control. The acceptance, if any,
                  by Executive of employment by the Company at a work location
                  which is outside the fifty (50) mile radius set forth in this
                  Section 1(j)(iv) shall not be a waiver of Executive's right to
                  refuse subsequent transfer by the Company to a location that
                  is more than fifty (50) miles from Executive's principal place
                  of residence at the time of the Change in Control, and such
                  subsequent, unconsented transfer shall be "Good Reason" under
                  this Agreement; or

                           (v) Benefits and Perquisites. The taking of any
                  action by the Company that would directly or indirectly
                  materially reduce the benefits enjoyed by Executive under the
                  Company's retirement, life insurance, medical, health and
                  accident, disability, deferred compensation or savings plans
                  in which Executive was participating immediately prior to the
                  Change in Control, or the failure by the Company to provide
                  Executive with the number of paid vacation days to which
                  Executive is entitled on the basis of years of service with
                  the Company in accordance with the Company's normal vacation
                  policy in effect immediately prior to the Change in Control
                  (except for across-the-board plan or vacation policy changes
                  or plan terminations similarly affecting at least ninety-five
                  percent (95%) of all employees of the Company).

                  For purposes of this Section 1(j), the term "Executive
         Employee" shall mean employees of the Company whose annual base salary
         is $140,000 or more.

                  Good Reason shall not include Executive's death or Disability.
         Executive's continued employment shall not constitute consent to, or a
         waiver of rights with respect to, any circumstance constituting Good
         Reason hereunder. The fact that Executive may be eligible for
         Retirement shall not prevent him from resigning for Good Reason
         provided an event of Good Reason shall have occurred. Any dispute as to
         whether an event of Good Reason shall have occurred or been cured on a
         timely basis shall be resolved by arbitration as provided in Section 6
         hereof.


                  (k) "Group Health Plan" shall mean the group health plan
         covering Executive, as such plan may be amended from time to time.

                  (l) "Group Life Insurance Plan" shall mean the group life
         insurance program covering Executive, as such plan may be amended from
         time to time.


                                        3

<PAGE>




                  (m)      "Mirant" shall mean Mirant Corporation, a Delaware
         corporation, its successors and assigns.

                  (n) "Mirant Subsidiary" shall mean any corporation or other
         entity Controlled by Mirant. The term "Controlled" shall have the
         meaning of such term as set forth in the Change in Control Benefit Plan
         Determination Policy.

                  (o) "Month of Service" shall mean any calendar month during
         which Executive has worked at least one (1) hour or was on approved
         leave of absence while in the employ of the Company or any other Mirant
         Subsidiary.

                  (p) "Pension Plan" shall mean the Mirant Services LLC Pension
         Plan, or any successor thereto, as such plan may be amended from time
         to time.

                  (q)      "Termination for Cause" or "Cause" shall mean the
         termination of Executive's employment by the Company upon the
         occurrence of any of the following:

                           (i) The willful and continued failure by Executive
                  substantially to perform his duties with the Company (other
                  than any such failure resulting from Executive's Total
                  Disability or from Executive's retirement or any such actual
                  or anticipated failure resulting from termination by Executive
                  for Good Reason) after a written demand for substantial
                  performance is delivered to him by the Board, which demand
                  specifically identifies the manner in which the Board believes
                  that he has not substantially performed his duties; or

                           (ii) The willful engaging by Executive in conduct
                  that is demonstrably and materially injurious to Mirant or the
                  Company, monetarily or otherwise, including, but not limited
                  to any of the following:

                                    (A)      any willful act involving fraud or
                           dishonesty in the course of Executive's employment by
                           the Company;

                                    (B) the willful carrying out of any activity
                           or the making of any statement which would materially
                           prejudice or impair the good name and standing of the
                           Company, Mirant, or any Mirant Subsidiary or would
                           bring the Company, Mirant, or any Mirant Subsidiary
                           into contempt or ridicule, or would reasonably shock
                           or offend any community in which the Company, Mirant
                           or such Mirant Subsidiary is located;

                                    (C) attendance at work in a state of
                           intoxication or otherwise being found in possession
                           at his workplace of any prohibited drug or substance,
                           possession of which would amount to a criminal
                           offense;

                                    (D)      assault or other act of violence
                           against any person during the course of employment;
                           or

                                        4

<PAGE>




                                    (E) conviction of any felony or any
                           misdemeanor involving moral turpitude.

                  No act or failure to act by Executive shall be deemed
         "willful" unless done, or omitted to be done, by Executive not in good
         faith and without reasonable belief that his action or omission was in
         the best interest of the Company.

                  Notwithstanding the foregoing, Executive shall not be deemed
         to have been terminated for Cause unless and until there shall have
         been delivered to him a copy of a resolution duly adopted by the
         affirmative vote of not less than three quarters of the entire
         membership of the Board at a meeting of the Board called and held for
         such purpose (after reasonable notice to Executive and an opportunity
         for him, together with counsel, to be heard before the Board), finding
         that, in the good faith opinion of the Board, Executive was guilty of
         conduct set forth above in clause (i) or (ii) of this Section 1(q) and
         specifying the particulars thereof in detail.

                  (r)      "Termination Date" shall mean the date on which
         Executive's employment with the Company is terminated.

                  (s)      "Total Disability" shall mean Executive's total
         disability within the meaning of the Pension Plan.

                  (t)      "Waiver and Release" shall mean the Waiver and
         Release Agreement attached hereto as Exhibit A.

                  (u) "Year of Service" shall mean Executive's Months of Service
         divided by twelve (12) rounded to the nearest whole year, rounding up
         if the remaining number of months is seven (7) or greater and rounding
         down if the remaining number of months is less than seven (7). If
         Executive has a break in his service with the Company, he will receive
         credit under this Agreement for service prior to the break in service
         only if the break in service is less than five (5) years.

         2.       Severance Benefits.

                  (a) Eligibility. Except as otherwise provided in this Section
         2(a), if Executive's employment is involuntarily terminated by the
         Company at any time during the two-year period following a Change in
         Control for reasons other than Cause, or if Executive voluntarily
         terminates his employment with the Company for Good Reason at any time
         during the two-year period following a Change in Control, Executive
         shall be entitled to receive the benefits described in this Agreement
         upon the Company's receipt of an effective Waiver and Release.
         Notwithstanding anything to the contrary herein, Executive shall not be
         eligible to receive benefits under this Agreement if Executive:

                           (i)      voluntarily terminates his employment with
                  the Company other than for Good Reason;

                                        5

<PAGE>





                           (ii)     has his employment terminated by the Company
                  for Cause;

                           (iii)    terminates employment by reason of his death
                  or Total Disability.

                           Any termination by the Company for Cause, or by
         Executive for Good Reason, shall be communicated by written notice of
         termination to the other party hereto given in accordance with Section
         7(g) of this Agreement. Such notice shall (i) indicate the specific
         termination provision in this Agreement relied upon, (ii) to the extent
         applicable, set forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of Executive's employment
         under the provision so indicated and (iii) specify the termination
         date. The failure by Executive or the Company to set forth in the
         notice of termination any fact or circumstance which contributes to a
         showing of Good Reason or Cause shall not waive any right of Executive
         or the Company, respectively, hereunder or preclude Executive or the
         Company, respectively, from asserting such fact or circumstance in
         enforcing Executive's or the Company's rights hereunder.

                  (b) Severance Benefits. If Executive meets the eligibility
         requirements of Section 2(a) hereof, he shall be entitled to a cash
         severance benefit in an amount equal to three (3) times his Annual
         Compensation (the "Severance Amount").

                  (c) Welfare Benefits. If Executive meets the eligibility
         requirements of Section 2(a) hereof and is not otherwise eligible to
         receive retiree medical and life insurance benefits provided to certain
         retirees pursuant to the terms of the Group Health Plan and the Group
         Life Insurance Plan, or other plans providing such benefits to
         similarly situated employees who retire, he shall be entitled to the
         benefits set forth in this Section 2(c).

                           (i) Executive shall be eligible to participate in the
                  Company's Group Health Plan for a period of six (6) months for
                  each of Executive's Years of Service, not to exceed a period
                  of five (5) years, beginning on the first day of the first
                  month following Executive's Termination Date unless otherwise
                  specifically provided under such plan, upon payment of both
                  the Company's and his monthly premium under such plan. If
                  Executive elects to receive this extended medical coverage, he
                  shall also be entitled to elect coverage under the Group
                  Health Plan for his dependents who were participating in the
                  Group Health Plan on Executive's Termination Date (and for
                  such other dependents as may be entitled to coverage under the
                  provisions of the Health Insurance Portability and
                  Accountability Act of 1996) for the duration of Executive's
                  extended medical coverage under this Section 2(c)(i) to the
                  extent such dependents remain eligible for dependent coverage
                  under the terms of the Group Health Plan.

                                    (A) The extended medical coverage afforded
                           to Executive pursuant to Section 2(c)(i), as well as
                           the premiums to be paid by Executive in connection
                           with such coverage shall be determined in accordance
                           with the terms of the Group Health Plan and shall be
                           subject to any changes in the terms and conditions of
                           the Group Health Plan as well as any future


                                        6

<PAGE>




                           increases in premiums under the Group Health Plan.
                           The premiums to be paid by Executive in connection
                           with this extended coverage shall be due on the first
                           day of each month; provided, however, that if he
                           fails to pay his premium within thirty (30) days of
                           its due date, such extended coverage shall be
                           terminated.

                                    (B) Any Group Health Plan coverage provided
                           under Section 2(c)(i) shall be in lieu of and not in
                           addition to any COBRA Coverage which Executive or his
                           dependent may elect. Executive or his dependents must
                           waive COBRA coverage under the Group Health Plan as a
                           condition precedent to receiving extended medical
                           coverage pursuant to this Section 2(c). In the event
                           that Executive or his dependents become eligible to
                           be covered, by virtue of re-employment or otherwise,
                           by any employer-sponsored group health plan or is
                           eligible for coverage under any government-sponsored
                           health plan during the above period, coverage under
                           the Company's Group Health Plan available to
                           Executive or his dependents by virtue of the
                           provisions of Section 2(c)(i) shall terminate, except
                           as may otherwise be required by law, and shall not be
                           renewed.

                           (ii) Regardless of whether Executive elects the
                  extended coverage described in Section 2(c)(i) hereof, he
                  shall be entitled to receive cash in an amount equal to the
                  Company's and Executive's cost of premiums for three (3) years
                  of coverage under the Group Health Plan and Group Life
                  Insurance Plan in accordance with the terms of such plans as
                  of the date of the Change in Control.

                  (d) Incentive Plans. If Executive meets the eligibility
         requirements of Section 2(a) hereof, he shall be entitled to the
         benefits under the Company's incentive plans as provided under the
         Change in Control Benefit Plan Determination Policy for "Severed
         Employees," in addition to any other benefits to which he would
         otherwise be entitled under such Policy.

                  (e) Payment of Benefits. The amounts due under Section 2(b)
         and 2(c)(ii) of this Agreement shall be paid in one (1) lump sum
         payment as soon as administratively practicable following the later of:
         (i) Executive's Termination Date, or (ii) upon Executive's tender of an
         effective Waiver and Release to the Company and the expiration of any
         applicable revocation period for such waiver. In the event of a dispute
         with respect to liability or amount of any benefit due hereunder, an
         effective Waiver and Release shall be tendered at the time of final
         resolution of any such dispute when payment is tendered by the Company.
         If the Company fails or refuses to make payments under the Agreement,
         Executive may have the right to obtain payment by Mirant pursuant to
         the terms of the "Guarantee Agreement Concerning Mirant Services LLC
         Compensation and Benefit Arrangements" entered into by the Company and
         Mirant. Executive's right to payment is not increased as a result of
         this Guarantee. He has the same right to payment from Mirant as he
         would have from the Company. Any demand to enforce this Guarantee
         should be made in writing and should reasonably and briefly specify the
         manner and the amount the Company has failed to pay. Such writing given
         by personal delivery or mail shall be


                                        7

<PAGE>




         effective upon actual receipt. Any writing given by telegram or
         telecopier shall be effective upon actual receipt if received during
         Mirant's normal business hours, or at the beginning of the next
         business day after receipt, if not received during Mirant's normal
         business hours. All arrivals by telegram or telecopier shall be
         confirmed promptly after transmission in writing by certified mail or
         personal delivery.

                  (f) Benefits in the Event of Death. In the event of
         Executive's death prior to the payment of all amounts due under this
         Agreement, Executive's estate shall be entitled to receive as due any
         amounts not yet paid under this Agreement upon the tender by the
         executor or administrator of the estate of an effective Waiver and
         Release.

                  (g)      Executive Outplacement Services. Executive shall be
         eligible to participate in the Executive Outplacement Program, which
         program shall not be less than six (6) months duration measured from
         Executive's Termination Date.

         3.       Possible Additional Payments by the Company.

                  (a) Anything in this Agreement to the contrary notwithstanding
         and except as set forth below, in the event it shall be determined that
         any payment or distribution in the nature of compensation (within the
         meaning of Section 280G(b)(2) of the Code) by the Company to or for the
         benefit of Executive (whether paid or payable or distributed or
         distributable pursuant to the terms of this Agreement or otherwise, but
         determined without regard to any additional payments required under
         this Section 3) (a "Payment") would be subject to the excise tax
         imposed by Section 4999 of the Code or any interest or penalties are
         incurred by Executive with respect to such excise tax (such excise tax,
         together with any such interest and penalties, are hereinafter
         collectively referred to as the "Excise Tax"), then the Company shall
         pay to Executive an additional payment (a "Gross-Up Payment") in an
         amount such that, after payment by Executive of all taxes (including
         any interest or penalties imposed with respect to such taxes),
         including, without limitation, any income taxes (and any interest and
         penalties imposed with respect thereto) and Excise Tax imposed upon the
         Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
         equal to the Excise Tax imposed upon the Payments.

                  Notwithstanding the foregoing provisions of this Section 3(a),
         if the Parachute Value (as defined below) of all Payments does not
         exceed 110% of Executive's Safe Harbor Amount (as defined below), then
         the Company shall not pay Executive a Gross-Up Payment, and the
         Payments due under this Agreement shall be reduced so that the
         Parachute Value of all Payments, in the aggregate, equals the Safe
         Harbor Amount; provided, that if even after all Payments due under this
         Agreement are reduced to zero, the Parachute Value of all Payments
         would still exceed the Safe Harbor Amount, then no reduction of any
         Payments shall be made and the Gross -Up Payment shall be made. The
         reduction of the Payments due hereunder, if applicable, shall be made
         by first reducing the Severance Payments under Section 2(b), unless an
         alternative method of reduction is elected by Executive, and in any
         event shall be made in such a manner as to maximize the economic
         present value of all Payments actually made to Executive, determined by
         the accounting firm serving as the Company's auditors immediately prior
         to the change of


                                        8

<PAGE>




         control (the "Accounting Firm") as of the date of the change of control
         for purposes of Section 280G of the Code using the discount rate
         required by Section 280G(d)(4) of the Code. For purposes of this
         Section 3, the "Parachute Value" of a Payment means the present value
         as of the date of the change of control for purposes of Section 280G of
         the Code of the portion of such Payment that constitutes a "parachute
         payment" under Section 280G(b)(2) of the Code, as determined by the
         Accounting Firm for purposes of determining whether and to what extent
         the Excise Tax will apply to such Payment. For purposes of this Section
         3, Executive's "Safe Harbor Amount" means one dollar less than three
         times Executive's "base amount" within the meaning of Section
         280G(b)(3) of the Code.

                  (b) Subject to the provisions of Section 3(c), all
         determinations required to be made under this Section 3, including
         whether and when a Gross-Up Payment is required and the amount of such
         Gross-Up Payment, whether and in what manner any Payments are to be
         reduced pursuant to the second paragraph of Section 3(a), and the
         assumptions to be used in arriving at such determinations, shall be
         made by the Accounting Firm, and shall be binding on the Company and
         Executive, except to the extent the Internal Revenue Service or a court
         of competent jurisdiction makes a final and binding determination
         inconsistent therewith. The Accounting Firm shall provide detailed
         supporting calculations both to the Company and Executive within 15
         business days after receiving notice from Executive that there has been
         a Payment, or such earlier time as is requested by the Company. In the
         event that the Accounting Firm is serving as accountant or auditor for
         the individual, entity or group effecting the Change in Control,
         Executive shall appoint another nationally recognized accounting firm
         to make the determinations required hereunder (which accounting firm
         shall then be referred to as the Accounting Firm hereunder). All fees
         and expenses of the Accounting Firm shall be borne solely by the
         Company. Any Gross-Up Payment that becomes due pursuant to this Section
         3 shall be paid by the Company to Executive within the later of (i)
         five business days prior to the due date for the payment of the Excise
         Tax or (ii) five days after the receipt of the Accounting Firm's
         determination. As a result of the uncertainty in the application of
         Section 4999 of the Code at the time of the initial determination by
         the Accounting Firm hereunder, it is possible that Gross-Up Payments
         which will not have been made by the Company should have been made
         ("Underpayment"), consistent with the calculations required to be made
         hereunder. In the event that the Accounting Firm determines that there
         has been an Underpayment or the Company exhausts its remedies pursuant
         to Section 3(c) and Executive thereafter is required to make a payment
         of any Excise Tax, the Accounting Firm shall determine the amount of
         the Underpayment that has occurred and any such Underpayment shall be
         promptly paid by the Company to or for the benefit of Executive.

                  (c) Executive shall notify the Company in writing of any claim
         by the Internal Revenue Service that, if successful, would require the
         payment by the Company of a Gross-Up Payment (or an additional Gross-Up
         Payment). Such notification shall be given as soon as practicable but
         no later than ten business days after Executive is informed in writing
         of such claim. Executive shall apprise the Company of the nature of
         such claim and the date on which such claim is requested to be paid.
         Executive shall not


                                        9

<PAGE>




         pay such claim prior to the expiration of the 30-day period following
         the date on which it gives such notice to the Company (or such shorter
         period ending on the date that any payment of taxes with respect to
         such claim is due). If the Company notifies Executive in writing prior
         to the expiration of such period that it desires to contest such claim,
         Executive shall:

                           (i)      give the Company any information reasonably
                  requested by the Company relating to such claim,

                           (ii) take such action in connection with contesting
                  such claim as the Company shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by the Company,

                           (iii)    cooperate with the Company in good faith in
                  order effectively to contest such claim, and

                           (iv)     permit the Company to participate in any
                  proceedings relating to such claim;

         provided, however, that the Company shall bear and pay directly all
         costs and expenses (including additional interest and penalties)
         incurred in connection with such contest and shall indemnify and hold
         Executive harmless, on an after-tax basis, for any Excise Tax or income
         tax (including interest and penalties with respect thereto) imposed as
         a result of such representation and payment of costs and expenses.
         Without limitation of the foregoing provisions of this Section 3(c),
         the Company shall control all proceedings taken in connection with such
         contest and, in its sole discretion, may pursue or forgo any and all
         administrative appeals, proceedings, hearings and conferences with the
         taxing authority in respect of such claim and may, in its sole
         discretion, either direct Executive to pay the tax claimed and sue for
         a refund or contest the claim in any permissible manner, and Executive
         agrees to prosecute such contest to a determination before any
         administrative tribunal, in a court of initial jurisdiction and in one
         or more appellate courts, as the Company shall determine; provided,
         however, that if the Company directs Executive to pay such claim and
         sue for a refund, the Company shall advance the amount of such payment
         to Executive, on an interest-free basis and shall indemnify and hold
         Executive harmless, on an after-tax basis, from any Excise Tax or
         income tax (including interest or penalties with respect thereto)
         imposed with respect to such advance or with respect to any imputed
         income with respect to such advance; and further provided that any
         extension of the statute of limitations relating to payment of taxes
         for the taxable year of Executive with respect to which such contested
         amount is claimed to be due is limited solely to such contested amount.
         Furthermore, the Company's control of the contest shall be limited to
         issues with respect to which a Gross-Up Payment would be payable
         hereunder and Executive shall be entitled to settle or contest, as the
         case may be, any other issue raised by the Internal Revenue Service or
         any other taxing authority.


                                       10

<PAGE>




                  (d) If, at any time after receiving a Gross-Up Payment or an
         advance pursuant to Section 3(c), Executive receives any refund of the
         associated Excise Tax, Executive shall (subject to the Company's having
         complied with the requirements of Section 3(c), if applicable) promptly
         pay to the Company the amount of such refund (together with any
         interest paid or credited thereon net of all taxes applicable thereto).
         If, after Executive receives an advance by the Company pursuant to
         Section 3(c), a determination is made that Executive is not entitled to
         any refund with respect to such claim and the Company does not notify
         Executive in writing of its intent to contest such denial of refund
         prior to the expiration of 30 days after such determination, then such
         advance shall be forgiven and shall not be required to be repaid, and
         the amount of any Gross-Up Payment owed to Executive shall be reduced
         (but not below zero) by the amount of such advance.

                  (e) Notwithstanding any other provision of this Section 3, the
         Company may, in its sole discretion, withhold and pay over to the
         Internal Revenue Service or any other applicable taxing authority, for
         the benefit of Executive, all or any portion of any Gross-Up Payment,
         and Executive hereby consents to such withholding.

         4. Transfer of Employment. In the event that Executive's employment by
the Company is terminated during the two-year period following a Change in
Control and Executive accepts employment by Mirant, a Mirant Subsidiary, or any
employer that succeeds to all or substantially all of the assets of Mirant or
any Mirant Subsidiary, the Company shall assign this Agreement to Mirant, such
Mirant Subsidiary, or successor employer, Mirant shall accept such assignment or
cause such Mirant Subsidiary or successor employer to accept such assignment,
and such assignee shall become the "Company" for all purposes hereunder.

         5. No Mitigation. If Executive is otherwise eligible to receive
benefits under Section 2 of this Agreement, he shall have no duty or obligation
to seek other employment following his Termination Date and, except as otherwise
provided in Section 2(c)(i)(B) hereof, the amounts due Executive hereunder shall
not be reduced or suspended if Executive accepts such subsequent employment.

         6.       Arbitration.

                  (a) Any dispute, controversy or claim arising out of or
         relating to the Company's obligations to pay severance benefits under
         this Agreement, or the breach thereof, shall be settled and resolved
         solely by arbitration in accordance with the Commercial Arbitration
         Rules of the American Arbitration Association ("AAA") except as
         otherwise provided herein. The arbitration shall be the sole and
         exclusive forum for resolution of any such claim for severance benefits
         and the arbitrators' award shall be final and binding. Any such claim
         for arbitration must be brought within one (1) year after Executive's
         Termination Date. The provisions of this Section 6 are not intended to
         apply to any other disputes, claims or controversies arising out of or
         relating to Executive's employment by the Company or the termination
         thereof.


                                       11

<PAGE>




                  (b) Arbitration shall be initiated by serving a written notice
         of demand for arbitration to Executive, in the case of the Company, or
         to the Board, in the case of Executive.

                  (c) The arbitration shall be held in Atlanta, Georgia. The
         arbitrators shall apply the law of the State of Georgia, to the extent
         not preempted by federal law, excluding any law which would require the
         application of the law of another state.

                  (d) The parties shall appoint arbitrators within fifteen (15)
         business days following service of the demand for arbitration. The
         number of arbitrators shall be three. One arbitrator shall be appointed
         by Executive, one arbitrator shall be appointed by the Company, and the
         two arbitrators shall appoint a third. If the arbitrators cannot agree
         on a third arbitrator within thirty (30) business days after the
         service of demand for arbitration, the third arbitrator shall be
         selected by the AAA.

                  (e) The arbitration filing fee shall be paid by Executive. All
         other costs of arbitration shall be borne equally by Executive and the
         Company, provided, however, that the Company shall reimburse Executive
         for such fees and costs, plus reasonable legal fees actually incurred
         by Executive, in the event any material issue in such dispute is
         finally resolved in Executive's favor.

                  (f) The parties agree that they will faithfully observe the
         rules that govern any arbitration between them, they will abide by and
         perform any award rendered by the arbitrators in any such arbitration,
         including any award of injunctive relief, and a judgment of a court
         having jurisdiction may be entered upon an award.

                  (g) The parties agree that nothing in this Section 6 is
         intended to preclude any court having jurisdiction from issuing and
         enforcing in any lawful manner such temporary restraining orders,
         preliminary injunctions, and other interim measures of relief as may be
         necessary to prevent harm to a party's interests or as otherwise may be
         appropriate pending the conclusion of arbitration proceedings pursuant
         to this Agreement regardless of whether an arbitration proceeding under
         this Section 6 has begun. The parties further agree that nothing herein
         shall prevent any court from entering and enforcing in any lawful
         manner such judgments for permanent equitable relief as may be
         necessary to prevent harm to a party's interests or as otherwise may be
         appropriate following the issuance of arbitral awards pursuant to this
         Agreement.

         7.       Miscellaneous.

                  (a) Funding of Benefits. Unless the Board shall in its
         discretion determine otherwise, the benefits payable to Executive under
         this Agreement shall not be funded in any manner and shall be paid by
         the Company out of its general assets, which assets are subject to the
         claims of the Company's creditors.

                  (b)      Withholding. There shall be deducted from the payment
         of any benefit due under this Agreement the amount of any tax required
         by any governmental authority to be


                                       12

<PAGE>




         withheld and paid over by the Company to such governmental authority
         for the account of Executive.

                  (c) Assignment. Executive shall have no rights to sell,
         assign, transfer, encumber, or otherwise convey the right to receive
         the payment of any benefit due hereunder, which payment and the rights
         thereto are expressly declared to be nonassignable and nontransferable.
         Any attempt to do so shall be null and void and of no effect.

                  (d)      Amendment and Termination. The Agreement may be
         amended or terminated only by a writing executed by the parties.

                  (e) Construction. This Agreement shall be construed in
         accordance with and governed by the laws of the State of Georgia, to
         the extent not preempted by federal law, disregarding any provision of
         law which would require the application of the law of another state.

                  (f) Pooling Accounting. Notwithstanding anything to the
         contrary herein, if, but for any provision of this Agreement, a Change
         in Control transaction would otherwise be accounted for as a
         pooling-of-interests under APB No.16 ("Pooling Accounting") (after
         giving effect to any and all other facts and circumstances affecting
         whether such Change in Control transaction would use Pooling
         Accounting,), such provision or provisions of this Agreement which
         would otherwise cause the Change in Control transaction to be
         ineligible for Pooling Accounting shall be void and ineffective in such
         a manner and to the extent that by eliminating such provision or
         provisions of this Agreement, Pooling Accounting would be available for
         such Change in Control transaction.

                  (g) Notices. All notices, requests, demands and other
         communications required or permitted hereunder shall be in writing and
         shall be deemed to have been duly given if delivered or three days
         after mailing if mailed, first class, certified mail, postage prepaid:

                           To the Company:   Mirant Services LLC
                                             1155 Perimeter Center West
                                             Atlanta, Georgia 30338-5416
                                             Attention:  Chief Executive Officer

                                       13

<PAGE>





                           To Executive:     Richard J. Pershing

                                             ----------------

                                             ----------------

                                             ----------------

         Any party may change the address to which notices, requests, demands
         and other communications shall be delivered or mailed by giving notice
         thereof to the other party in the same manner provided herein.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 2nd day of April, 2001.


                                                 MIRANT CORPORATION


                                                 By: /s/
                                                     ---------------------------


                                                 MIRANT SERVICES LLC


                                                 By: /s/
                                                     ---------------------------


                                                 EXECUTIVE


                                                 By: /s/
                                                     ---------------------------
                                                     Richard J. Pershing



                                       14

<PAGE>




                                    EXHIBIT A

                           CHANGE IN CONTROL AGREEMENT

                               WAIVER AND RELEASE


         The attached Waiver and Release Agreement is to be executed by
Executive upon the occurrence of an event that triggers eligibility for
severance benefits under the Change in Control Agreement, as described in
Section 2(a) of such agreement.




<PAGE>




                          WAIVER AND RELEASE AGREEMENT

         This Waiver and Release Agreement (the "Waiver and Release") is entered
into by and among Mirant Corporation ("Mirant"), Mirant Services, LLC (the
"Company") and Richard J. Pershing ("Executive") this ________ day of ________,
20__.

         1. General Waiver and Release: For and in consideration of the
agreement of Mirant and the Company to provide Executive the severance benefits
described in that certain Change in Control Agreement, dated as of April 2,
2001, among Executive, Mirant and the Company (the "Agreement"), Executive, with
the intention of binding himself and all of his heirs, executors, administrators
and assigns, does hereby release, remise, acquit and forever discharge Mirant
and the Company, and all of their respective past and present officers,
directors, stockholders, employees, agents, parent corporations, predecessors,
subsidiaries, affiliates, estates, successors, assigns and attorneys
(hereinafter collectively referred to as "Released Parties") from any and all
claims, charges, actions, causes of action, sums of money due, suits, debts,
covenants, contracts, agreements, rights, damages, promises, demands or
liabilities (hereinafter collectively referred to as "Claims") whatsoever, in
law or in equity, whether known or unknown, suspected or unsuspected, which
Executive, individually or as a member of any class, now has, owns or holds or
has at any time heretofore ever had, owned or held against the Released Parties
including, but not by way of limitation, Claims arising out of or in any way
connected with Executive's employment with the Company or any of the Released
Parties or the termination of any such employment relationship, including, but
not by way of limitation, Claims pursuant to federal, state or local statute,
regulation, ordinance or common-law for (i) employment discrimination; (ii)
wrongful discharge; (iii) breach of contract; (iv) tort actions of any type,
including those for intentional or negligent infliction of emotional harm; and
(v) unpaid benefits, wages, compensation, commissions, bonuses or incentive
payments of any type, except as follows:

                  A. those obligations of the Company and its affiliates under
the Agreement, pursuant to which this Waiver and Release is being executed and
delivered; and

                  B. claims, if any, for Executive's accrued or vested benefits
under the retirement plans, savings plans, investment plans and employee welfare
benefit plans, if any, of the Released Parties (within the meaning of Section
3(1) of the Employee Retirement Income Security Act of 1974 ("ERISA")), as
amended; provided, however, that nothing herein is intended to or shall be
construed to require the Released Parties to institute or continue in effect any
particular plan or benefit sponsored by the Released Parties and the Company and
all other Released Parties hereby reserve the right to amend or terminate any
such plan or benefit at any time; and

                  C. any rights to indemnification or advancement of expenses to
which Executive may otherwise be entitled pursuant to the Articles of
Incorporation or Bylaws


                                       16

<PAGE>




of any of the Released Parties, or by contract or applicable law, as a result of
Executive's service as an officer or director of any of the Released Parties.

         Executive further understands and agrees that he has knowingly
relinquished, waived and forever released any and all remedies arising out of
the aforesaid employment relationship or the termination thereof, including,
without limitation, claims for backpay, front pay, liquidated damages,
compensatory damages, general damages, special damages, punitive damages,
exemplary damages, costs, expenses and attorneys' fees.

         2. Waiver and Release of ADEA Claims: Without limiting the generality
of the foregoing, and also for and in consideration of the Company's agreement
to provide Executive Severance Benefits described in Article 3 of the Agreement,
Executive specifically acknowledges and agrees that he does hereby knowingly and
voluntarily release Mirant, the Company and all other Released Parties from any
and all claims arising under the Age Discrimination in Employment Act, 29 U.S.C.
ss. 621, et seq. ("ADEA"), which Executive ever had or now has from the
beginning of time up to the date this Waiver and Release is executed, including,
but not by way of limitation, those ADEA Claims which are in any way connected
with any employment relationship or the termination of any employment
relationship which existed between the Company or any other Released Parties and
Executive. Executive also acknowledges THAT he has been provided with a notice,
as required by the Older Workers Benefit Protection Act of 1990, that contains
(i) information about the individuals covered under the Agreement, (ii) the
eligibility factors for participation in the Agreement, (iii) the time limits
applicable to the Agreement, (iv) the job titles and ages of the employees
designated to participate in the Agreement, (v) and the ages of the employees in
the same job classification who have not been designated to participate in the
Agreement. (See Attachment 1). Executive further acknowledges and agrees that he
has been advised to consult with an attorney prior to executing this Waiver and
Release and that he has been given forty-five (45) days to consider this Waiver
and Release prior to its execution. Executive agrees that in the event that he
executes this Waiver and Release prior to the expiration of the forty-five (45)
day period, he shall waive the balance of said period. Executive also
understands that he may revoke this Waiver and Release of ADEA Claims at any
time within seven (7) days following its execution and that, if Executive
revokes this Waiver and Release of ADEA Claims within such seven (7) day period,
it shall not be effective or enforceable and he will not receive the
above-described consideration or any payments provided for in the Agreement that
have not been paid.

         3. Covenant Not to Sue: Executive acknowledges and agrees that this
Waiver and Release may not be revoked at any time after the expiration of the
seven (7) day revocation period and that he will not institute any suit, action,
or proceeding, whether at law or equity, challenging the enforceability of this
Waiver and Release. Should Executive ever attempt to challenge the terms of this
Waiver and Release, attempt to obtain an order declaring this Waiver and Release
to be null and void, or institute litigation against any of the Released Parties
based upon a Claim other than an ADEA Claim which is covered by the terms of
this Waiver and Release, Executive will as a condition precedent to such action
repay all monies paid to him under the terms of this


                                       17

<PAGE>




Waiver and Release. Furthermore, if Executive does not prevail in an action to
challenge this Waiver and Release, to obtain an order declaring this Waiver and
Release to be null and void, or in any action against any of the Released
Parties based upon a Claim other than an ADEA Claim which is covered by the
Waiver and Release set forth herein, Executive shall pay to the Company and/or
the appropriate Released Parties all their costs and attorneys' fees incurred in
their defense of Executive's action.

         Provided, however, that it is understood and agreed by the parties that
Executive shall not be required to repay the monies paid to him under the terms
of this Waiver and Release or pay the Company and/or the appropriate Released
Parties all their costs and attorneys' fees incurred in their defense of
Executive's action (except those attorneys' fees or costs specifically
authorized under federal law) in the event that Executive seeks to challenge his
Waiver and Release of Claims under the ADEA.

         4. Denial of Liability: Executive acknowledges and agrees that neither
the payment of Severance Benefits under the Agreement nor this Waiver and
Release is to be construed in any way as an admission of any liability
whatsoever by Mirant, the Company or any of the other Released Parties, by whom
liability is expressly denied.

         5. Agreement Not to Seek Further Relief: Executive acknowledges and
agrees that he has not, with respect to any transaction or state of facts
existing prior to the date of execution of this Waiver and Release, filed any
complaints, charges or lawsuits against any of the Released Parties with any
governmental agency or any court or tribunal, and that he will not do so at any
time hereafter. Executive further acknowledges and agrees that he hereby waives
any right to accept any relief or recovery, including costs and attorneys' fees,
that may arise from any charge or complaint before any federal, state or local
court or administrative agency against the Released Parties.

         6. Company Property: Executive agrees that he will not retain or
destroy, and will immediately return to the Company, any and all property of the
Company in his possession or subject to his control, including, but not limited
to, keys, credit and identification cards, personal items or equipment provided
for his use, customer files and information, all other files and documents
relating to the Company and its business, together with all written or recorded
materials, documents, computer disks, plans, records or notes or other papers
belonging to the Company. Executive further agrees not to make, distribute or
retain copies of any such information or property.

         7. Confidentiality Agreement: Executive acknowledges that the terms of
this Waiver and Release must be kept confidential. Accordingly, Executive agrees
not to disclose or publish to any person or entity, except as required by law or
as necessary to prepare tax returns, the terms and conditions or sums being paid
in connection with this Waiver and Release.

         8. Acknowledgment: Executive acknowledges that he has carefully read
and fully understands the terms of this Waiver and Release and the Agreement and
that this Waiver and Release is executed by Executive voluntarily and is not
based upon any


                                       18

<PAGE>




representations or statements of any kind made by Mirant, the Company or any or
the other Released Parties as to the merits, legal liabilities or value of his
claims. Executive further acknowledges that he has had a full and reasonable
opportunity to consider this Waiver Release and that he has not been pressured
or in any way coerced into executing this Waiver and Release.

         9. Choice of Laws: This Waiver and Release and the rights and
obligations of the parties hereto shall be governed and construed in accordance
with the laws of the State of Georgia.

         10. Severability: With the exception of the waiver and releases
contained in Sections 1 and 2 above, if any provision of this Waiver and Release
is unenforceable or is held to be unenforceable, such provision shall be fully
severable, and this Waiver and Release and its terms shall be construed and
enforced as if such unenforceable provision had never comprised a part hereof,
the remaining provisions hereof shall remain in full force and effect, and the
court construing the provisions shall add as a part hereof a provision as
similar in terms and effect to such unenforceable provision as may be
enforceable, in lieu of the unenforceable provision. In the event that both of
the releases contained in Sections 1 and 2 above are unenforceable or are held
to be unenforceable, the parties understand and agree that the remaining
provisions of this Waiver and Release shall be rendered null and void and that
neither party shall have any further obligation under any provision of this
Waiver and Release.

         11. Entire Agreement: This document contains all terms of the Waiver
and Release and supersedes and invalidates any previous agreements or contracts
regarding the same subject matter. No representations, inducements, promises or
agreements, oral or otherwise, which are not embodied herein shall be of any
force or effect.

         IN WITNESS WHEREOF, the undersigned acknowledges that he has read this
Waiver and Release Agreement and sets his hand and seal this ____ day of
____________, 20__.



                                                    ----------------------------
                                                    Richard J. Pershing

Sworn to and subscribed before me this _____ day of ______________, 20__.



---------------------
Notary Public
My Commission Expires:


---------------------
                                       19

<PAGE>




                                                      MIRANT CORPORATION


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



                                                      MIRANT SERVICES LLC


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


                                       20


<PAGE>




                                                                   EXHIBIT 10.45


                    AMENDMENT TO CHANGE IN CONTROL AGREEMENT

         This AMENDMENT (the "Amendment"), effective as of September 10, 2001,
by and among Mirant Corporation ("Mirant"), Mirant Services LLC (the "Company")
and Douglas L. Miller ("Executive") (hereinafter collectively referred to as the
"Parties"), amends that certain Change in Control Agreement, dated as of April
2, 2001, by and among the Parties (the "Change in Control Agreement"). In
consideration of the mutual promises and covenants herein contained, the parties
hereto agree as follows:

         1. Section 1(a) of the Change in Control Agreement is hereby deleted in
its entirety and replaced by the following:

                  (a) "Annual Compensation" means the sum of (i) Executive's
         highest annual base salary rate in effect during the twelve (12) month
         period immediately preceding the date of the Change in Control ("Base
         Salary"), plus (ii) an amount equal to the product of (A) Executive's
         Base Salary and (B) the percentage equal to the average annual bonus
         percentage (expressed as a percentage of base salary in such year) paid
         to Executive in each of the two (2) years preceding the year in which
         the Change in Control occurred."

         2. The last sentence of Section 1(j) (definition of "Good Reason") is
hereby deleted in its entirety and replaced by the following:

         Any dispute as to whether an event of Good Reason shall have occurred
         or been cured on a timely basis shall be resolved as provided in
         Section 6 hereof.

         3. The first sentence of Section 6(a) of the Change of Control
Agreement ("Arbitration") is hereby deleted in its entirety and replaced by the
following two sentences:

                  If the Company's obligations under this Agreement have been
         funded under the Mirant Corporation Deferred Compensation Trust
         Agreement or any successor rabbi trust, any dispute, controversy or
         claim arising out of or relating to the Company's obligations to pay
         severance benefits under this Agreement, or the breach thereof, shall
         be settled and resolved solely by the procedures and dispute resolution
         mechanisms set forth in such trust agreement, to the extent such
         procedures and mechanisms are applicable to such dispute. Otherwise,
         any dispute, controversy or claim arising out of or relating to the
         Company's obligations to pay severance benefits under this Agreement,
         or the breach thereof, shall be settled and resolved solely by
         arbitration in accordance with the Commercial Arbitration Rules of the
         American Arbitration Association ("AAA") except as otherwise provided
         herein.

<PAGE>




         4. Section 7(a) of the Change of Control Agreement is hereby deleted in
its entirety and replaced by the following:

                  (a) Funding of Benefits. The benefits payable to Executive
         under this Agreement shall be paid by the Company out of its general
         assets, which assets are subject to the claims of the Company's
         creditors; provided that such benefits may be funded in accordance with
         the Change in Control Benefit Plan Determination Policy.

         5. As amended hereby, the Change of Control Agreement shall be and
remain in full force and effect.

         IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the date first set forth above.


                                            MIRANT CORPORATION


                                            By:      ____/s/___________________



                                            MIRANT SERVICES LLC


                                            By:      ____/s/____________________


                                            EXECUTIVE



                                            _______/s/__________________________
                                            Douglas L. Miller


                                      - 2 -

<PAGE>



                                                                   EXHIBIT 10.46


                    AMENDMENT TO CHANGE IN CONTROL AGREEMENT

         This AMENDMENT (the "Amendment"), effective as of September 10, 2001,
by and among Mirant Corporation ("Mirant"), Mirant Services LLC (the "Company")
and James Ward ("Executive") (hereinafter collectively referred to as the
"Parties"), amends that certain Change in Control Agreement, dated as of April
2, 2001, by and among the Parties (the "Change in Control Agreement"). In
consideration of the mutual promises and covenants herein contained, the parties
hereto agree as follows:

         1. Section 1(a) of the Change in Control Agreement is hereby deleted in
its entirety and replaced by the following:

                  (a) "Annual Compensation" means the sum of (i) Executive's
         highest annual base salary rate in effect during the twelve (12) month
         period immediately preceding the date of the Change in Control ("Base
         Salary"), plus (ii) an amount equal to the product of (A) Executive's
         Base Salary and (B) the percentage equal to the average annual bonus
         percentage (expressed as a percentage of base salary in such year) paid
         to Executive in each of the two (2) years preceding the year in which
         the Change in Control occurred."

         2. The last sentence of Section 1(j) (definition of "Good Reason") is
hereby deleted in its entirety and replaced by the following:

         Any dispute as to whether an event of Good Reason shall have occurred
         or been cured on a timely basis shall be resolved as provided in
         Section 6 hereof.

         3. The first sentence of Section 6(a) of the Change of Control
Agreement ("Arbitration") is hereby deleted in its entirety and replaced by the
following two sentences:

                  If the Company's obligations under this Agreement have been
         funded under the Mirant Corporation Deferred Compensation Trust
         Agreement or any successor rabbi trust, any dispute, controversy or
         claim arising out of or relating to the Company's obligations to pay
         severance benefits under this Agreement, or the breach thereof, shall
         be settled and resolved solely by the procedures and dispute resolution
         mechanisms set forth in such trust agreement, to the extent such
         procedures and mechanisms are applicable to such dispute. Otherwise,
         any dispute, controversy or claim arising out of or relating to the
         Company's obligations to pay severance benefits under this Agreement,
         or the breach thereof, shall be settled and resolved solely by
         arbitration in accordance with the Commercial Arbitration Rules of the
         American Arbitration Association ("AAA") except as otherwise provided
         herein.

<PAGE>




         4. Section 7(a) of the Change of Control Agreement is hereby deleted in
its entirety and replaced by the following:

                  (a) Funding of Benefits. The benefits payable to Executive
         under this Agreement shall be paid by the Company out of its general
         assets, which assets are subject to the claims of the Company's
         creditors; provided that such benefits may be funded in accordance with
         the Change in Control Benefit Plan Determination Policy.

         5. As amended hereby, the Change of Control Agreement shall be and
remain in full force and effect.

         IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the date first set forth above.


                                            MIRANT CORPORATION


                                            By:        /s/
                                                   -----------------------------



                                            MIRANT SERVICES LLC



                                            By:     /s/
                                                ----------------------------


                                            EXECUTIVE

                                            By: /s/
                                               ------------------------------
                                            James Ward


                                      - 2 -

<PAGE>




                                                                   EXHIBIT 10.47


                    AMENDMENT TO CHANGE IN CONTROL AGREEMENT

         This AMENDMENT (the "Amendment"), effective as of September 10, 2001,
by and among Mirant Corporation ("Mirant"), Mirant Services LLC (the "Company")
and Vance N. Booker ("Executive") (hereinafter collectively referred to as the
"Parties"), amends that certain Change in Control Agreement, dated as of April
2, 2001, by and among the Parties (the "Change in Control Agreement"). In
consideration of the mutual promises and covenants herein contained, the parties
hereto agree as follows:

         1. Section 1(a) of the Change in Control Agreement is hereby deleted in
its entirety and replaced by the following:

                  (a) "Annual Compensation" means the sum of (i) Executive's
         highest annual base salary rate in effect during the twelve (12) month
         period immediately preceding the date of the Change in Control ("Base
         Salary"), plus (ii) an amount equal to the product of (A) Executive's
         Base Salary and (B) the percentage equal to the average annual bonus
         percentage (expressed as a percentage of base salary in such year) paid
         to Executive in each of the two (2) years preceding the year in which
         the Change in Control occurred."

         2. The last sentence of Section 1(j) (definition of "Good Reason") is
hereby deleted in its entirety and replaced by the following:

         Any dispute as to whether an event of Good Reason shall have occurred
         or been cured on a timely basis shall be resolved as provided in
         Section 6 hereof.

         3. The first sentence of Section 6(a) of the Change of Control
Agreement ("Arbitration") is hereby deleted in its entirety and replaced by the
following two sentences:

                  If the Company's obligations under this Agreement have been
         funded under the Mirant Corporation Deferred Compensation Trust
         Agreement or any successor rabbi trust, any dispute, controversy or
         claim arising out of or relating to the Company's obligations to pay
         severance benefits under this Agreement, or the breach thereof, shall
         be settled and resolved solely by the procedures and dispute resolution
         mechanisms set forth in such trust agreement, to the extent such
         procedures and mechanisms are applicable to such dispute. Otherwise,
         any dispute, controversy or claim arising out of or relating to the
         Company's obligations to pay severance benefits under this Agreement,
         or the breach thereof, shall be settled and resolved solely by
         arbitration in accordance with the Commercial Arbitration Rules of the
         American Arbitration Association ("AAA") except as otherwise provided
         herein.

<PAGE>




         4. Section 7(a) of the Change of Control Agreement is hereby deleted in
its entirety and replaced by the following:

                  (a) Funding of Benefits. The benefits payable to Executive
         under this Agreement shall be paid by the Company out of its general
         assets, which assets are subject to the claims of the Company's
         creditors; provided that such benefits may be funded in accordance with
         the Change in Control Benefit Plan Determination Policy.

         5. As amended hereby, the Change of Control Agreement shall be and
remain in full force and effect.

         IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the date first set forth above.


                                            MIRANT CORPORATION


                                            By:    ___/s/_______________________



                                            MIRANT SERVICES LLC


                                            By:    __/s/________________________



                                            EXECUTIVE

                                                       /s/
                                            ------------------------------------
                                            Vance N. Booker


                                      - 2 -

<PAGE>





                                                                   EXHIBIT 10.48


                             FIRST AMENDMENT TO THE
                                 MIRANT SERVICES
                      BARGAINING UNIT EMPLOYEE SAVINGS PLAN


         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Bargaining Unit Employee Savings Plan (the "Plan"), effective
December 19, 2000, and subsequently amended and restated effective as of April
2, 2001 as a result of the spin-off of Mirant Corporation from the Southern
Company; and

         WHEREAS, the Americas Benefits Committee (the "Committee") desires to
amend the Plan to limit the amount of short-term incentive payments included in
the definition of "Compensation" for purposes of allocating profit sharing
contributions under the Plan; and

         WHEREAS, the Committee also desires to amend the Plan to require
participants to choose from which types of contributions in their Plan account
they wish to take in-service withdrawals, while maintaining the current
restrictions on withdrawals of matching and elective employer contributions;

         WHEREAS, the Committee is authorized pursuant to Section 15.1 of the
Plan to amend the Plan at any time, provided that the amendment does not involve
a substantial increase in cost to the Company or is necessary or desirable to
comply with the laws and regulations applicable to the Plan.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective June 1, 2001 unless otherwise provided herein:

                                       I.

         Effective April 2, 2001, Section 5.3 of the Plan shall be amended by
deleting the third sentence of such Section 5.3 and replacing it with the
following new third sentence:

         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 2.14 herein.

                                       II.

         Section 11.1(a) of the Plan shall be deleted in its entirety and
replaced with the following new Section 11.1(a):



<PAGE>





                  (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 the value of his Account attributable to
                  Employer Matching Contributions (including earnings and
                  appreciation thereon) allocated to his Account; provided,
                  however, that said Participant shall have participated in the
                  Plan for not less than sixty (60) months at the time of the
                  withdrawal.

                           (2) Except in the case of hardship as provided in
                  Section 11.6, only Participants who have 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 Elective Employer Contributions and any earnings or
                  appreciation thereon.

                                      III.

         Section 11.5 of the Plan shall be amended by deleting the phrase
"distributed under any option listed in Section 11.1" and replacing it with the
phrase "withdrawn under Section 11.1."

                                       IV.

         Section 11.6(a) of the Plan shall be deleted in its entirety and
replaced with the following new Section 11.6(a):

                  (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.

                                       V.

         Section 11.6(e) of the Plan shall be amended by deleting the reference
to "Section 11.1(a)(5)(A)" and replacing it with a reference to "Section
11.1(a)(2)."

                                       VI.

         Section 17.5(e) of the Plan shall be amended by deleting the reference
to "Section 11.1(a)(4)" and replacing it with a reference to "Section
11.1(a)(1)."


                                        2


<PAGE>





                                      VII.

         Section 17.6(d) of the Plan shall be amended by deleting the reference
to "Section 11.1(a)(4)" and replacing it with a reference to "Section
11.1(a)(1)."

                                      VIII.

         Section 17.7(e) of the Plan shall be amended by deleting the reference
to "Section 11.1(a)(4)" and replacing it with a reference to "Section
11.1(a)(1)."

                                       IX.

         Section 18.5(a) of the Plan shall be amended by deleting the reference
to "Section 11.1(a)(4)" and replacing it with a reference to "Section
11.1(a)(1)."

                                       X.

         Sections 18.5(b) and (c) shall be deleted in their entirety.

                                       XI.

         Section 19.5 of the Plan shall be amended by deleting the reference to
"Section 11.1(a)(4)" and replacing it with a reference to "Section 11.1(a)(1)."

                                      XII.

         Except as amended herein by this First Amendment, the Plan shall remain
in full force and effect as amended and restated by the Company prior to the
adoption of this First Amendment.


         IN WITNESS WHEREOF, Mirant Services, LLC, through a duly authorized
member of the Americas Benefits Committee, has adopted this First Amendment to
the Mirant Services Bargaining Unit Employee Savings Plan, this 31st day of May,
2001 to be effective as provided herein.


                                        3




<PAGE>





                                                                   EXHIBIT 10.49


                             SECOND AMENDMENT TO THE
                                 MIRANT SERVICES
                      BARGAINING UNIT EMPLOYEE SAVINGS PLAN


         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Bargaining Unit Employee Savings Plan (the "Plan"), effective
December 19, 2000, and subsequently amended and restated effective as of April
2;

         WHEREAS, the Company desires to amend the Plan to provide discretionary
profit sharing contributions will be initially invested in a participant's
Company stock fund;

         WHEREAS, the Company also desires to amend the Plan to provide profit
sharing contributions shall not be available for participant loans;

         WHEREAS, the Company also desires to amend the Plan to reflect that the
Utilities Workers' Union of America, Local 392 changed its local name to the
Utilities Workers' Union of America Local 369;

         WHEREAS, the Company also desires to amend the Plan to provide
eligibility for profit sharing contributions for certain members of the
Utilities Workers' Union of America Local 480;

         WHEREAS, the Company also desires to amend the Plan to clarify certain
provisions applicable to former employees of Pacific Gas & Electric Company; and

         WHEREAS, the Americas Benefits Committee (the "Committee") is
authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time,
provided such amendment does not involve a substantial increase in cost to the
Company.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as provided herein:

                                       I.

         SECTION 8.3 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 8.3:

         8.3 Investment of Employer Matching and Discretionary Profit Sharing
Contributions. Employer Matching Contributions and Discretionary Profit Sharing
Contributions shall be invested entirely in the Company Stock Fund and shall
remain invested in the Company Stock Fund until such time that the Participant
elects to invest all or a portion of the amount credited to his Employer
Matching Contribution or Discretionary Profit Sharing Contribution subaccounts
in any of the Investment Funds under this Plan as provided in Section 8.5.



<PAGE>





         Notwithstanding the foregoing, any amounts attributable to employer
matching or profit sharing contributions, which are transferred to this Plan
pursuant to a trust-to-trust transfer, shall not be invested in the Company
Stock Fund but shall instead be invested at the Participant's direction. If no
such direction is provided, such transferred amount shall be invested in
accordance with procedures established by the Investment Review Committee.

                                       II.

         EFFECTIVE AS OF OCTOBER 1, 2001, SECTION 11.7(B)(2) OF THE PLAN SHALL
BE AMENDED BY DELETING THE PHRASE "FIFTY PERCENT (50%) OF SUCH PARTICIPANT'S
ACCOUNT" AND REPLACING IT WITH THE PHRASE "FIFTY PERCENT (50%) OF SUCH
PARTICIPANT'S ACCOUNT (EXCLUDING THE VALUE OF SUCH PARTICIPANT'S DISCRETIONARY
PROFIT SHARING CONTRIBUTION SUBACCOUNT)."

                                      III.

         EFFECTIVE AS OF OCTOBER 1, 2001, SECTION 11.7(C) OF THE PLAN SHALL BE
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW SECTION 11.7(C):

                  (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 the Discretionary Profit
         Sharing Contribution subaccount shall be available for loans.

                                       IV.

         EFFECTIVE AS OF JUNE 1, 2001, THE FOLLOWING SHALL BE ADDED TO THE END
OF SECTION 14.2:

                  Notwithstanding the foregoing, an Employing Company may
         contribute Common Stock, in kind, to the Trust in satisfaction of its
         liability for Employer Matching Contributions or Discretionary Profit
         Sharing Contributions.

                                       V.

         THE INTRODUCTORY PARAGRAPH OF SECTION 17.2 SHALL BE DELETED IN ITS
ENTIRETY AND REPLACED WITH THE FOLLOWING:

                  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.


                                        2


<PAGE>





                                       VI.

         EFFECTIVE AS OF JANUARY 1, 2002, THE FOLLOWING NEW SECTION 17.2(F)
SHALL BE ADDED:

                  (f) A Discretionary Profit Sharing Contribution (Section 5.3)
         may be contributed, at the discretion of the Employing Company, for
         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, and
         (iv) 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>

                                      VII.

         EFFECTIVE AS OF APRIL 16, 2001, SECTION 17.7(A) OF THE PLAN SHALL BE
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW SECTION 17.7(A):

                  (a) For all purposes under the Plan, for Employees who (i)
         were participants 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 2.32) and Years of Service (Section 2.53), shall include any
         hours of service and years of service, respectively, credited under the
         PG&E Plan.

                                      VIII.

         EFFECTIVE AS OF APRIL 16, 2001, SECTION 17.7(E) OF THE PLAN SHALL BE
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW SECTION 17.7(E):

                  (e) For Employees who are described in Section 17.7(a) only,
         in determining the ability of a Participant to withdraw Employer
         Matching Contributions under Section 11.1(a)(4) of the Plan, a
         Participant shall be given credit for any participation in the PG&E
         Plan.


                                        3


<PAGE>





                                       IX.

         EFFECTIVE AS OF APRIL 16, 2001, SECTION 17.7(F) OF THE PLAN SHALL BE
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW SECTION 17.7(F):

                  (f) A Discretionary Profit Sharing Contribution (Section 5.3)
         may be contributed, at the discretion of the Employing Company, for
         Participants who (i) were initially hired by an Employing Company on or
         after April 16, 2001, (ii) are not described in Section 17.7(a) and
         (iii) 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:

                                       X.

         EXCEPT AS AMENDED HEREIN BY THIS SECOND AMENDMENT, THE PLAN SHALL
REMAIN IN FULL FORCE AND EFFECT AS AMENDED AND RESTATED BY THE COMPANY PRIOR TO
THE ADOPTION OF THIS SECOND AMENDMENT.


         IN WITNESS WHEREOF, the Committee, through a duly authorized officer of
the Company, has adopted this Second Amendment to the Plan this 21st day of
December, 2001 to be effective as provided herein.


                                        4


<PAGE>





                                                                   EXHIBIT 10.50


                             THIRD AMENDMENT TO THE
                                 MIRANT SERVICES
                      BARGAINING UNIT EMPLOYEE SAVINGS PLAN


         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Bargaining Unit Employee Savings Plan (the "Plan"), effective
December 19, 2000, and subsequently amended and restated effective as of April
2;

         WHEREAS, the Company desires to amend the Plan to incorporate "good
faith" amendments under the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA");

         WHEREAS, the Company desires to amend the Plan regarding the allocation
of Discretionary Profit Sharing Contributions; and

         WHEREAS, the Americas Benefits Committee (the "Committee") is
authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time,
provided such amendment does not involve a substantial increase in cost to the
Company.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as provided herein:

                                       I.

         SECTION 2.14 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 2.14:

         2.14 "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 amounts contributed by an Affiliated
Employer which 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,
effective for Plan Years beginning on and after January 1, 2001, Code Section
132(f)(4), plus monthly shift and monthly seven-day schedule differentials and
before deduction of taxes, social security, etc. Compensation shall exclude all
awards under any incentive pay plans sponsored by an Affiliated Employer
includible as gross income, bonuses, regular overtime pay, any hourly shift
differentials, substitution pay, such amounts which 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
which is applicable to such Eligible Employees.

         For Plan Years ending on or before December 31, 2001, the Compensation
of each Employee taken into account under the Plan shall not exceed $170,000, as
adjusted pursuant to Section 401(a)(17)(B) of the Code. 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





<PAGE>





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.

                                       II.

         SECTION 2.21 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 2.21:

         2.21 "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 which 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.

                                      III.

         SECTION 2.22 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 2.22:

         2.22 "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
includible 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.

                                       IV.

         SECTION 2.41 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 2.41:

         2.41 "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 which 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


                                        2


<PAGE>





eligible plan under Section 457 of the Code which 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 includible in gross income. Notwithstanding the
foregoing, no portion of a Rollover Contribution to this Plan shall include
after-tax amounts.

                                       V.

         SECTION 3.5 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 3.5:

         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 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.

                                       VI.

         SECTION 4.4(C)(1) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 4.4(C)(1):

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

                                      VII.

         THE FOLLOWING NEW SECTION 4.10 IS ADDED TO THE END OF ARTICLE IV:

         4.10     Catch-Up Contributions.


                                        3


<PAGE>





         (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 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.

                                      VIII.

         SECTION 5.3 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 5.3:

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 2.18 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:

         (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


                                        4


<PAGE>





         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.

                                       IX.

         SECTION 6.1(A) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 6.1(A):

                  (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)).

                                       X.

         SECTION 11.6(C)(3) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 11.6(C)(3):

                           (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; and

                                       XI.

         SECTION 12.6(A)(3) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 12.6(A)(3):

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

                                      XII.

         THE SECOND PARAGRAPH OF SECTION 12.6(B) OF THE PLAN SHALL BE DELETED IN
ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW PARAGRAPH:


                                        5


<PAGE>





                  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 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.

                                      XIII.

         SECTION 17.2(B) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 17.2(B):

                  (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.

                                      XIV.

         THE FIRST PARAGRAPH OF SECTION 17.2(F) OF THE PLAN SHALL BE DELETED IN
ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW PARAGRAPH:

                  (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


                                        6


<PAGE>





                  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:

                                       XV.

         THE FIRST PARAGRAPH OF SECTION 17.6(E) OF THE PLAN SHALL BE DELETED IN
ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW PARAGRAPH:

                  (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:

                                      XVI.

         SECTION 17.7(B) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 17.7(B):

                  (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 17.7 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
         17.7(f)) shall be the Plan Year during which one Year of Service is
         completed.

                                      XVII.

         THE FIRST PARAGRAPH OF SECTION 17.7(F) OF THE PLAN SHALL BE DELETED IN
ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW PARAGRAPH:

                  (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 17, 2001, who meet the eligibility requirement Section
         17.7(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:


                                        7


<PAGE>




                                     XVIII.

         EXCEPT AS AMENDED HEREIN BY THIS THIRD AMENDMENT, THE PLAN SHALL REMAIN
IN FULL FORCE AND EFFECT AS AMENDED AND RESTATED BY THE COMPANY PRIOR TO THE
ADOPTION OF THIS THIRD AMENDMENT.

         IN WITNESS WHEREOF, the Committee, through a duly authorized officer of
the Company, has adopted this Third Amendment to the Plan this 12th day of
February, 2002 to be effective as provided herein.


                                        8



<PAGE>






                         APPENDIX B - ALLOCATION GROUPS


         The Allocation Groups as of January 1, 2002 are:

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

GROUP 2:          Eligible Participants described in Section 17.6(e).

GROUP 3:          Eligible Participants described in Section 17.7(f).

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


                                        9


<PAGE>





                                                                   EXHIBIT 10.51


                             FIRST AMENDMENT TO THE
                                 MIRANT SERVICES
                              EMPLOYEE SAVINGS PLAN


         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Employee Savings Plan (the "Plan"), effective December 19, 2000,
and subsequently amended and restated effective as of April 2, 2001 as a result
of the spin-off of Mirant Corporation from the Southern Company; and

         WHEREAS, the Americas Benefits Committee (the "Committee") desires to
amend the Plan to limit the amount of short-term incentive payments included in
the definition of "Compensation" for purposes of allocating fixed and
discretionary profit sharing contributions under the Plan; and

         WHEREAS, the Committee also desires to amend the Plan to require
participants to choose from which types of contributions in their Plan account
they wish to take in-service withdrawals, while maintaining the current
restrictions on withdrawals of matching and elective employer contributions;

         WHEREAS, the Committee is authorized pursuant to Section 15.1 of the
Plan to amend the Plan at any time, provided that the amendment does not involve
a substantial increase in cost to the Company or is necessary or desirable to
comply with the laws and regulations applicable to the Plan.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective June 1, 2001 unless otherwise provided herein:

                                       I.

         Effective April 2, 2001, Section 5.5 of the Plan shall be amended by
deleting the third sentence of such Section 5.5 and replacing it with the
following new third sentence:

         Compensation for purposes of this Section 5.5 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 2.18 herein.

                                       II.

         Effective April 2, 2001, Section 5.6 of the Plan shall be amended by
deleting the third sentence of such Section 5.6 and replacing it with the
following new third sentence:



<PAGE>





         Compensation for purposes of this Section 5.6 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 2.18 herein.

                                      III.

         Section 11.1(a) of the Plan shall be deleted in its entirety and
replaced with the following new Section 11.1(a):

                  (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 the value of his Account attributable to
                  Employer Matching Contributions (including earnings and
                  appreciation thereon) allocated to his Account; provided,
                  however, that said Participant shall have participated in the
                  Plan for not less than sixty (60) months at the time of the
                  withdrawal.

                           (2) Except in the case of hardship as provided in
                  Section 11.6, only Participants who have 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 Elective Employer Contributions and any earnings or
                  appreciation thereon.

                                       IV.

         Section 11.5 of the Plan shall be amended by deleting the phrase
"distributed under any option listed in Section 11.1" and replacing it with the
phrase "withdrawn under Section 11.1."

                                       V.

         Section 11.6(a) of the Plan shall be deleted in its entirety and
replaced with the following new Section 11.6(a):

                  (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.


                                        2


<PAGE>





                                       VI.

         Section 11.6(e) of the Plan shall be amended by deleting the reference
to "Section 11.1(a)(7)(A)" and replacing it with a reference to "Section
11.1(a)(2)."

                                      VII.

         Section 18.6 of the Plan shall be amended by deleting the reference to
"Section 11.1(a)(6)" and replacing it with a reference to "Section 11.1(a)(1)."

                                      VIII.

         Section 19.5 of the Plan shall be amended by deleting the reference to
"Section 11.1(a)(6)" and replacing it with a reference to "Section 11.1(a)(1)."

                                       IX.

         Section 20.6(a) of the Plan shall be amended by deleting the reference
to "Section 11.1(a)(6)" and replacing it with a reference to "Section
11.1(a)(1)."

                                       X.

         Section 20.6(b) shall be deleted in its entirety and replaced with the
following Section 20.6(b):

                  (b) Notwithstanding the provisions of Section 11.1 and subject
         to the provisions of Article XII, this Section 20.6, and Sections 11.2
         through 11.6, a Participant may make withdrawals from his Transferred
         ESOP Account as described in Section 19.4(f); provided, however, that
         the amount in his Transferred ESOP Account attributable to funds which
         had been held in the Southern ESOP for less than two years may not be
         withdrawn until the first day of the month following the two-year
         anniversary of the date such funds were contributed to the Southern
         ESOP.

                                       XI.

         Section 20.6(c) shall be deleted in its entirety and replaced with the
following Section 20.6(c):

                  (c) Notwithstanding the provisions of Section 11.1 and subject
         to the provisions of Article XII, this Section 20.6, and Sections 11.2
         through 11.6, a Participant may make withdrawals from his Transferred
         Common Stock Account as described in Section 19.4(g); provided,
         however, that the amount in his Transferred Common Stock Account
         attributable to Common Stock that was distributed on Southern Stock
         which had been held in the Southern ESOP for less than two years


                                        3


<PAGE>





         may not be withdrawn until the first day of the month following the
         two-year anniversary of the date such Southern Stock was contributed to
         the Southern ESOP.

                                      XII.

         Except as amended herein by this First Amendment, the Plan shall remain
in full force and effect as amended and restated by the Company prior to the
adoption of this First Amendment.


         IN WITNESS WHEREOF, Mirant Services, LLC, through a duly authorized
member of the Americas Benefits Committee, has adopted this First Amendment to
the Mirant Services Employee Savings Plan, this 31st day of May, 2001 to be
effective as provided herein.


                                     AMERICAS BENEFITS COMMITTEE:



                                     By:  /s/ Dianne W. Davenport
                                        ---------------------------------------
                                              Dianne W. Davenport


                                        4


<PAGE>





                                                                   EXHIBIT 10.52


                             SECOND AMENDMENT TO THE
                                 MIRANT SERVICES
                              EMPLOYEE SAVINGS PLAN

         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Employee Savings Plan (the "Plan"), effective December 19, 2000,
and subsequently amended and restated effective as of April 2, 2001;

         WHEREAS, the Company desires to amend the Plan to clarify eligibility
requirements for purposes of allocating profit sharing contributions under the
Plan;

         WHEREAS, the Company also desires to amend the Plan to provide that
discretionary profit sharing contributions will be initially invested in a
participant's Company stock fund;

         WHEREAS, the Company also desires to amend the Plan to provide that
profit sharing contributions shall not be available for participant loans; and

         WHEREAS, the Americas Benefits Committee (the "Committee") is
authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time,
provided such amendment does not involve a substantial increase in cost to the
Company.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as provided herein:

                                       I.

         EFFECTIVE AS OF APRIL 2, 2001, SECTION 2.28(B)(1) OF THE PLAN SHALL BE
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW SECTION 2.28(B)(1):

                           (1) an Employee who: (a) was actively employed by an
                  Employing Company or a Southern Affiliate on December 31,
                  1996; (b) will attain his fortieth (40th) birthday on or
                  before January 1, 2002; (c) who did not elect in accordance
                  with uniform procedures established under the Southern Company
                  Pension Plan to be subject to the "new pension program," as
                  that term is defined in the Southern Company Pension Plan, (d)
                  who was not employed or reemployed by an Employing Company or
                  a Southern Affiliate on or after January 1, 1997, and (e) who
                  did not rescind a waiver of participation under section 2.7 of
                  the Southern Company Pension Plan on or after January 1, 1997
                  that was in effect on December 31, 1996; and

                                       II.

         EFFECTIVE AS OF APRIL 2, 2001, SECTION 5.5 OF THE PLAN SHALL BE DELETED
IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW SECTION 5.5:

         5.5 Fixed Profit Sharing Contribution. Each Employing Company shall
make a Fixed Profit Sharing Contribution to the Accounts of Eligible
Participants for each calendar quarter equal to the three percent (3%) of such
Eligible Participants' Compensation during such calendar quarter.



<PAGE>




The Fixed Profit Sharing Contribution shall be made without regard to the
current or accumulated net profits of the Employing Company. Compensation for
purposes of this Section 5.5 shall mean a Participant's Compensation hereunder
plus any short-term incentive pay awarded under the Mirant Corporation Omnibus
Incentive Compensation Plan. The Fixed Profit Sharing Contribution shall be
allocated among the Accounts of Eligible Participants in proportion to the ratio
that the Compensation of an Eligible Participant during the calendar quarter for
which such Fixed Profit Sharing Contribution relates to the Compensation of all
Eligible Participants during such calendar quarter. Fixed Profit Sharing
Contributions shall be paid to the Trustee as soon as practicable after the
expiration of each calendar quarter for which such Fixed Profit Sharing
Contribution relates, but in any event not later than the time prescribed by law
for filing the federal income tax return of the Employing Company, including
extensions, for the taxable year of the payroll period in question.

                                      III.

         SECTION 8.2 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 8.2:

         8.2 Investment of Participant Contributions and Fixed Profit Sharing
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 8.6, that his Elective
Employer Contributions, Voluntary Participant Contributions, and Fixed Profit
Sharing Contributions be invested in one or more of the Investment Funds,
provided such investments are made in one-percent (1%) increments.

                                       IV.

         SECTION 8.3 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 8.3:

         8.3 Investment of Employer Matching and Discretionary Profit Sharing
Contributions. Employer Matching Contributions and Discretionary Profit Sharing
Contributions shall be invested entirely in the Company Stock Fund and shall
remain invested in the Company Stock Fund until such time that the Participant
elects to invest all or a portion of the amount credited to his Employer
Matching Contribution or Discretionary Profit Sharing Contribution subaccounts
in any of the Investment Funds under this Plan as provided in Section 8.5.

         Notwithstanding the foregoing, any amounts attributable to employer
matching or profit sharing contributions, which are transferred to this Plan
pursuant to a trust-to-trust transfer, shall not be invested in the Company
Stock Fund but shall instead be invested at the Participant's direction. If no
such direction is provided, such transferred amount shall be invested in
accordance with procedures established by the Investment Review Committee.

                                       V.

         EFFECTIVE AS OF OCTOBER 1, 2001, SECTION 11.7(B)(2) OF THE PLAN SHALL
BE AMENDED BY DELETING THE PHRASE "FIFTY PERCENT (50%) OF SUCH PARTICIPANT'S
ACCOUNT" AND REPLACING IT WITH THE PHRASE "FIFTY PERCENT (50%) OF SUCH
PARTICIPANT'S ACCOUNT (EXCLUDING THE VALUE OF


                                        2


<PAGE>





SUCH PARTICIPANT'S FIXED PROFIT SHARING CONTRIBUTION AND DISCRETIONARY PROFIT
SHARING CONTRIBUTION SUBACCOUNTS)."

                                       VI.

         EFFECTIVE AS OF OCTOBER 1, 2001, SECTION 11.7(C) OF THE PLAN SHALL BE
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW SECTION 11.7(C):

                  (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 the Fixed Profit Sharing
         Contribution or Discretionary Profit Sharing Contribution subaccounts
         shall be available for loans.

                                      VII.

         EFFECTIVE AS OF JUNE 1, 2001, THE FOLLOWING SHALL BE ADDED TO THE END
OF SECTION 14.2:

                  Notwithstanding the foregoing, an Employing Company may
         contribute Common Stock, in kind, to the Trust in satisfaction of its
         liability for Employer Matching Contributions or Discretionary Profit
         Sharing Contributions.

                                      VIII.

         EXCEPT AS AMENDED HEREIN BY THIS SECOND AMENDMENT, THE PLAN SHALL
REMAIN IN FULL FORCE AND EFFECT AS AMENDED AND RESTATED BY THE COMPANY PRIOR TO
THE ADOPTION OF THIS SECOND AMENDMENT.


         IN WITNESS WHEREOF, the Committee, through a duly authorized officer of
the Company, has adopted this Second Amendment to the Plan this 21st day of
December, 2001 to be effective as provided herein.


                                        3



<PAGE>





                                                                   EXHIBIT 10.53


                             THIRD AMENDMENT TO THE
                                 MIRANT SERVICES
                              EMPLOYEE SAVINGS PLAN


         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Employee Savings Plan (the "Plan"), effective December 19, 2000,
and subsequently amended and restated effective as of April 2, 2001;

         WHEREAS, the Company desires to amend the Plan to incorporate "good
faith" amendments under the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA");

         WHEREAS, the Company desires to amend the Plan regarding the allocation
of Discretionary Profit Sharing Contributions; and

         WHEREAS, the Americas Benefits Committee (the "Committee") is
authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time,
provided such amendment does not involve a substantial increase in cost to the
Company.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as of January 1, 2002, unless otherwise noted:

                                       I.

         SECTION 2.6(C) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 2.6(C):

                  (c) any Plan distributions, including unrelated rollovers and
         plan-to-plan transfers (ones which are both initiated by the Employee
         and made from a plan maintained by one employer to a plan maintained by
         another employer), but not related rollovers or plan-to-plan transfers
         (ones either not initiated by the Employee or made to a plan maintained
         by the same employer), made within the Plan Year that includes the
         Determination Date or within the one year period ending on the
         Determination Date (provided, however, that for distributions made for
         a reason other than termination of employment, death or disability, the
         preceding phrase "within the one year period ending on the
         Determination Date" shall be replaced with "within the five year period
         ending on the Determination Date"), and distributions made under a
         terminated plan which if it had not been terminated would have been
         required to be included in an Aggregation Group;

                                       II.

         SECTION 2.6 OF THE PLAN SHALL BE AMENDED BY ADDING THE FOLLOWING NEW
PARAGRAPH IMMEDIATELY FOLLOWING SECTION 2.6(E):

         Notwithstanding the foregoing, if any Participant has not performed any
Hours of Service at any time during the one-year period ending on any
Determination Date, the Account balance




<PAGE>





of such Participant shall not be taken into consideration for purposes of
determining whether the Plan is Top Heavy with respect to the Plan Year to which
the Determination Date applies.

                                      III.

         SECTION 2.18 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 2.18:

         2.18 "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 amounts contributed by an Affiliated
Employer which 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,
effective for Plan Years beginning on and after January 1, 2001, Code Section
132(f)(4), plus monthly shift and monthly seven-day schedule differentials and
before deduction of taxes, social security, etc. Compensation shall exclude all
awards under any incentive pay plans sponsored by an Affiliated Employer
includible as gross income, bonuses, regular overtime pay, any hourly shift
differentials, substitution pay, such amounts which 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.

         For Plan Years ending on or before December 31, 2001, the Compensation
of each Employee taken into account under the Plan shall not exceed $170,000, as
adjusted pursuant to Section 401(a)(17)(B) of the Code. 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.

                                       IV.

         SECTION 2.29 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 2.29:

         2.29 "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 which 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


<PAGE>





                                       V.

         SECTION 2.30 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 2.30:

         2.30 "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
includible 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.

                                       VI.

         SECTION 2.44 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 2.44:

         2.44 "Key Employee" shall mean any Employee or former Employee (and his
Beneficiary) who is a key employee within the meaning of Code Section 416(i)(1)
and the applicable regulations and other guidance of general applicability
issued thereunder.

                                      VII.

         SECTION 2.56 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 2.56:

         2.56 "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 which 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 which 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 includible in gross income. Notwithstanding the
foregoing, no portion of a Rollover Contribution to this Plan shall include
after-tax amounts.


                                        3


<PAGE>





                                      VIII.

         SECTION 3.5 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 3.5:

         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 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.

                                       IX.

         SECTION 4.4(C)(1) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 4.4(C)(1):

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

                                       X.

         THE FOLLOWING NEW SECTION 4.10 IS ADDED TO THE END OF ARTICLE IV:

         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 Catch-Up Contributions
         shall not be taken into account for purposes of the provisions of


                                        4


<PAGE>





         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.

                                       XI.

         SECTION 5.4 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND SECTIONS
5.5, 5.6, 5.7 AND 5.8 SHALL BE RENUMBERED AS SECTIONS 5.4, 5.5, 5.6 AND 5.7,
RESPECTIVELY.

                                      XII.

         SECTION 5.6 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 5.6:

5.6 Discretionary Profit Sharing Contribution. In addition to the Fixed 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 Eligible Participants who 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 5.6, and may
be made without regard to the current or accumulated net profits of the
Employer. Compensation for purposes of this Section 5.6 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 2.18 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:

         (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.


                                        5


<PAGE>




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

                                      XIII.

         SECTION 6.1(A) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 6.1(A):

                  (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)).

                                      XIV.

         SECTION 11.6(C)(3) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 11.6(C)(3):

                           (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; and

                                       XV.

         SECTION 12.6(A)(3) OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW SECTION 12.6(A)(3):

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

                                      XVI.

         THE SECOND PARAGRAPH OF SECTION 12.6(B) OF THE PLAN SHALL BE DELETED IN
ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW PARAGRAPH:

                  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


                                        6


<PAGE>





         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 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.

                                      XVII.

         SECTION 16.3(D) OF THE PLAN SHALL BE RENUMBERED AS NEW SECTION 16.3(E)
AND THE FOLLOWING NEW SECTION 16.3(D) SHALL BE ADDED:

                  (d) Effective for Plan Years beginning on or after January 1,
         2002, Employer Matching Contributions shall be taken into account for
         purposes of satisfying the minimum contribution requirements of Code
         Section 416(c)(2).

                                     XVIII.

         EXCEPT AS AMENDED HEREIN BY THIS THIRD AMENDMENT, THE PLAN SHALL REMAIN
IN FULL FORCE AND EFFECT AS AMENDED AND RESTATED BY THE COMPANY PRIOR TO THE
ADOPTION OF THIS THIRD AMENDMENT.

         IN WITNESS WHEREOF, the Committee, through a duly authorized officer of
the Company, has adopted this Third Amendment to the Plan this 12th day of
February, 2002 to be effective as provided herein.


                                        7




<PAGE>






                         APPENDIX C - ALLOCATION GROUPS


         The Allocation Groups as of January 1, 2002 are:

GROUP 1:          Eligible Participants described in Section 3.7.

GROUP 2:          All Eligible Participants who are not members of Group 1.


                                        8


<PAGE>



                                                                   EXHIBIT 10.54

                             FOURTH AMENDMENT TO THE
                                 MIRANT SERVICES
                              EMPLOYEE SAVINGS PLAN

         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Employee Savings Plan (the "Plan"), effective December 19, 2000,
and subsequently amended and restated effective as of April 2, 2001;

         WHEREAS, the Company desires to amend the Plan to clarify compensation
taken into consideration for purposes of allocating profit sharing contributions
under the Plan; and

         WHEREAS, the Americas Benefits Committee (the "Committee") is
authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time,
provided such amendment does not involve a substantial increase in cost to the
Company.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as of the date this Fourth Amendment is adopted:

                                       I.

         SECTION 5.5 OF THE PLAN SHALL BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING NEW SECTION 5.5:

         5.5 Fixed Profit Sharing Contribution. Each Employing Company shall
make a Fixed Profit Sharing Contribution to the Accounts of Eligible
Participants for each calendar quarter equal to the three percent (3%) of such
Eligible Participants' Compensation during such calendar quarter. The Fixed
Profit Sharing Contribution shall be made without regard to the current or
accumulated net profits of the Employing Company. Compensation for purposes of
this Section 5.5 shall mean a Participant's Compensation hereunder plus any
short-term incentive pay awarded 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 2.18 herein. The Fixed
Profit Sharing Contribution shall be allocated among the Accounts of Eligible
Participants in proportion to the ratio that the Compensation of an Eligible
Participant during the calendar quarter for which such Fixed Profit Sharing
Contribution relates to the Compensation of all Eligible Participants during
such calendar quarter. Fixed Profit Sharing Contributions shall be paid to the
Trustee as soon as practicable after the expiration of each calendar quarter for
which such Fixed Profit Sharing Contribution relates, but in any event not later
than the time prescribed by law for filing the federal income tax return of the
Employing Company, including extensions, for the taxable year of the payroll
period in question.

                                       II.

         EXCEPT AS AMENDED HEREIN BY THIS FOURTH AMENDMENT, THE PLAN SHALL
REMAIN IN FULL FORCE AND EFFECT AS AMENDED AND RESTATED BY THE COMPANY PRIOR TO
THE ADOPTION OF THIS FOURTH AMENDMENT.

         IN WITNESS WHEREOF, the Committee, through a duly authorized officer of
the Company, has adopted this Fourth Amendment to the Plan this 5th day of
March, 2002 to be effective as provided herein.

<PAGE>



                                                                   EXHIBIT 10.55

                               MIRANT CORPORATION

                         DEFERRED COMPENSATION PLAN FOR
                         DIRECTORS AND SELECT EMPLOYEES

                              AMENDED AND RESTATED

                             EFFECTIVE APRIL 2, 2001

<PAGE>




                                    SECTION 1
                                   Definitions

1.1      "Beneficiary Election" means the designation by a Director or Employee
         of the person or persons to whom distributions are made from the Plan
         upon the death of the Director or Employee pursuant to Section 7.

1.2      "Board" or "Board of Directors" means the Board of Directors of the
         Company.

1.3      "Change in Control Benefit Plan Determination Policy" means the Change
         in Control Benefit Plan Determination Policy, as approved by the Board
         of Directors, as it may be amended from time to time in accordance with
         the provisions therein.

1.4      "Code" means the Internal Revenue Code of 1986, as amended, or any
         successor statute.

1.5      "Committee" means the committee as designated by the Board to be
         responsible for administering the Plan.

1.6      "Common Stock" means the common stock of the Company, including any
         shares into which it may be split, subdivided, or combined.

1.7      "Company" means Mirant Corporation, and any successor thereto.

1.8      "Compensation" means the salary, Director meeting fees, Stock retainer
         and annual or other short-term incentive pay awards under the Mirant
         Corporation Omnibus Incentive Compensation Plan as determined by the
         Committee payable in cash or stock to an Employee or Director by an
         Employing Company.

1.9      "Compensation Payment Date" means the date on which Compensation for
         being a Director or Employee is payable to a Director or Employee, or
         Compensation which would otherwise be payable to a Director or Employee
         if an election to defer such Compensation had not been made.

1.10     "Deferred Compensation Account" means the Prime Rate Investment Account
         and the Phantom Stock Investment Account.

1.11     "Director" means a member of the Board who is not an Employee.

1.12     "Distribution Election" means the designation by a Director or an
         Employee of the manner of distribution of the amounts and quantities
         held in the Director's or Employee's Deferred Compensation Accounts
         upon the Director's or Employee's termination from the Board of
         Directors or from the Company, as applicable, pursuant to Section 5.3.

1.13     "Effective Date" means April 2, 2001.


                                        2

<PAGE>




1.14     "Employee" means an employee of Mirant Services, LLC or such other
         Employing Company which adopts the Plan and which is approved by the
         Company.

1.15     "Employing Company" shall mean Mirant Services, LLC or any affiliate or
         subsidiary (direct or indirect) of the Company, which the Board of
         Directors may from time to time determine to bring under the Plan and
         which shall adopt the Plan, and any successor of any of them.

1.16     "Investment Exchange Date" means any two days during a Plan Period, as
         elected by a Director or EMPLOYEE, on which the Director or Employee
         may transfer his deferred Compensation between Deferred Compensation
         Accounts pursuant to Section 6.3 herein.

1.17     "Market Value" means the closing price of the Common Stock, as
         published in the Wall Street Journal in its report of New York Stock
         Exchange composite transactions, on the date such Market Value is to be
         determined, as specified herein (or the closing price on the trading
         day immediately preceding such date if the Common Stock is not traded
         on the New York Stock Exchange on such date).

1.18     "Non-adopting Company" shall mean any subsidiary or affiliate of the
         Company which is not an Employing Company.

1.19     "Participant" means an Employee, former Employee, Director, or former
         Director, who has an unpaid Deferred Compensation Account balance under
         the Plan.

1.20     "Phantom Stock Investment Account" means the bookkeeping account
         established pursuant to Section 6.2 in which a Director or Employee may
         elect to defer Compensation, or make investments, and includes amounts
         credited thereto to reflect their investment of dividends.

1.21     "Plan" means the Mirant Corporation Deferred Compensation Plan for
         Directors and Select Employees as from time to time in effect.

1.22     "Plan Period" shall mean the period designated in Section 4.

1.23     "Prime Interest Rate" means the prime rate of interest as published in
         the Wall Street Journal.

1.24     "Prime Rate Investment Account" means the bookkeeping account
         established pursuant to Section 6.1 in which a Director or Employee may
         elect to defer Compensation or make investments, the investment return
         on which is computed at the Prime Interest Rate.

1.25     "SCEM Plan" means The Southern Company Energy Marketing Executive
         Deferred Compensation and Supplemental Benefit Plan.


                                        3

<PAGE>




1.26     "Southern" means The Southern Company and its subsidiaries and
         affiliates, excluding the Company and its subsidiaries.

1.27     "Spin-off Date" means the "Group Status Change Date" as defined in the
         Employee Matters Agreement between Mirant Corporation (formerly,
         Southern Energy, Inc.) and The Southern Company.

1.28     "Stock retainer" means the annual retainer fee paid in Common Stock to
         a Director.

1.29     "The Southern Company Directors' Plan" means the Deferred Compensation
         Plan for Directors of The Southern Company.

1.30     "The Southern Company Plan" means The Southern Company Deferred
         Compensation Plan.

1.31     "Transferred Amount" means an amount (a) equal to the value of either a
         Director's accounts under The Southern Company Directors' Plan, an
         Employee's Deferred Compensation Account under the SCEM Plan or an
         Employee's accounts under The Southern Company Plan, as applicable, and
         (b) which has been transferred to the Plan in connection with either
         the Director's transfer from the board of directors of The Southern
         Company to the Board or a corporate transaction including, but not
         limited to, a spin-off of the Company from The Southern Company, as
         applicable.

1.32     "Transferred Amount Investment Date" means the date as of which a
         Director's or Employee's Transferred Amount will be credited to a
         Deferred Compensation Account in accordance with Section 5.2.

Where the context requires, words in the masculine gender shall include the
feminine gender, words in the singular shall include the plural, and words in
the plural shall include the singular.

                                    SECTION 2
                                     Purpose

The Plan provides a method of deferring payment to a Director or Employee of his
Compensation until a date following the termination of his membership on the
Board of Directors or employment with an Employing Company, as applicable.

                                    SECTION 3
                                   Eligibility

The following are eligible to participate in the Plan:

         (a)      Individuals who serve as Directors; and

         (b)      Employees specifically selected by the Committee.


                                        4

<PAGE>




Notwithstanding the foregoing, any Employee eligible to defer compensation under
any similar deferred compensation plan maintained by an Employing Company or
maintained by a Non-adopting Company shall be ineligible to defer Compensation
under this Plan, unless the Committee in its sole discretion shall determine
otherwise.

                                    SECTION 4
                                  Plan Periods

The first Plan Period under this Plan shall begin September 27, 2000. This first
Plan Period shall end on December 31, 2000, and all subsequent Plan periods
shall be a calendar year, except that the initial Plan Period applicable to any
person either elected to the Board or hired by the Company who was not a
Director or Employee, as applicable, on the preceding December 31, shall begin
on the first day of such Director's membership on the Board or such Employee's
employment with an Employing Company.

                                    SECTION 5
                                    Elections

5.1      Deferral of Compensation

         (a)      Prior to the beginning of a Plan Period or within thirty days
                  following the first day of either the first Plan Period or a
                  Director's or Employee's initial Plan Period, a Director or
                  Employee may direct that payment of all or any portion of the
                  Compensation that otherwise would be paid to the Director or
                  Employee for serving as a Director or Employee for the Plan
                  Period, be deferred in amounts as designated by the Director
                  or Employee, and credited to (i) a Prime Rate Investment
                  Account, or (ii) a Phantom Stock Investment Account. Upon the
                  Director's termination from the Board of Directors or upon the
                  Employee's termination of employment, as applicable, such
                  deferred Compensation and accumulated investment return held
                  in the Director's or Employee's Deferred Compensation Accounts
                  shall be distributed to the Director or Employee in accordance
                  with the Director's or Employee's Distribution Election and
                  the provisions of Section 7.

         (b)      Except as provided in Section 5.1(c) below, an election to
                  defer Compensation is irrevocable. Such an election shall
                  continue from Plan Period to Plan Period unless the Director
                  or Employee changes his election to defer Compensation paid in
                  a future Plan Period prior to the beginning of such future
                  Plan Period.

         (c)      Notwithstanding the provisions of Section 5.1(b) of the Plan,
                  the Committee, in its sole discretion upon written application
                  by an Employee, may authorize the suspension of an Employee's
                  election to defer Compensation in the event of an unforeseen
                  emergency or hardship of the Employee. A suspension of an
                  election to defer Compensation will be on account of hardship
                  if it is necessary in light of


                                        5

<PAGE>




                  immediate and heavy financial needs of the Employee which
                  cannot reasonably be met from the Employee's other financial
                  resources. For this purpose, any amounts held in the
                  Employee's accounts in other deferred compensation plans
                  maintained by the Company or Mirant Services, LLC, shall not
                  be deemed to be reasonably available. Any suspension of an
                  election to defer Compensation authorized by the Committee
                  shall become effective as of the first payroll period
                  beginning thirty (30) days after receipt by the Company of the
                  Employee's suspension application, or as soon as practicable
                  after the receipt of such application. Such suspension of an
                  election to defer Compensation shall be effective for the
                  remainder of the Plan Year of application and shall be deemed
                  an annual election by the Employee for each succeeding Plan
                  Year unless otherwise modified by the Employee under the
                  provisions of Section 5.1(a) hereof.

         (d)      Compensation deferred under this Section 5.1 shall be invested
                  in Deferred Compensation Accounts as directed by the Director
                  or Employee on the Compensation Payment Date and any
                  Investment Exchange Date.

5.2      Amounts Transferred

         (a)      Any Transferred Amounts which were invested at the prime
                  interest rate under either The Southern Company Plan, the SCEM
                  Plan or The Southern Company Directors' Plan will be credited
                  to a Prime Rate Investment Account hereunder as soon as
                  administratively practicable following the date the
                  Transferred Amount is transferred to the Plan.

         (b)      Any Transferred Amounts which were invested in Southern
                  Company phantom stock under either The Southern Company Plan
                  or The Southern Company Directors' Plan will be invested in a
                  Phantom Stock Investment Account hereunder as soon as
                  administratively practicable following the date the
                  Transferred Amount is transferred to the Plan in accordance
                  with such terms as may be established by the Committee.

         (c)      Upon a Director's termination from the Board of Directors or
                  an Employee's termination of employment, as applicable, the
                  Transferred Amounts and accumulated investment return held in
                  the Director's or Employee's Deferred Compensation Accounts
                  shall be distributed to the Director or Employee in accordance
                  with the Director's or Employee's Distribution Election and
                  the provisions of Section 7.

5.3      Distribution Election

         (a)      Prior to the establishment of a Deferred Compensation Account
                  for a Director or an Employee under this Plan, the Director or
                  Employee may elect that upon termination from the Board of
                  Directors or an Employing Company, as applicable, the values
                  and quantities held in the Director's or Employee's


                                        6

<PAGE>




                  Deferred Compensation Accounts be distributed to the Director
                  or the Employee, pursuant to the provisions of Section 7, in a
                  single distribution or in a series of annual installments not
                  to exceed ten (10), unless the amount in the Director's or
                  Employee's Deferred Compensation Accounts is less than or
                  equal to $25,000 on the last business day of the calendar
                  quarter in which the Director or Employee terminates, in which
                  case such distribution will be in a lump sum. The time for the
                  commencement of distribution shall be as soon as
                  administratively practicable following the last day of the
                  calendar quarter in which the Director or Employee terminates.
                  The transfer by an Employee between affiliates and
                  subsidiaries of the Company shall not be deemed to be a
                  termination of employment with an Employing Company for
                  purposes of the Plan.

         (b)      A Distribution Election is irrevocable except that a Director
                  or Employee may amend the Distribution Election then in effect
                  not later than the 366th day prior to his termination of Board
                  membership or employment, as applicable.

5.4      Beneficiary Election

         A Director, former Director, Employee or former Employee may designate
         a beneficiary or beneficiaries to receive distributions from the Plan
         in accordance with the provisions of Section 7 upon the death of the
         Director or Employee. The Beneficiary Election may be changed by a
         Director, former Director, Employee or former Employee, at any time,
         and without the consent of the prior Beneficiary or Beneficiaries.

5.5      Form of Election

         All elections pursuant to the provisions of this Section 5 of the Plan
         shall be made in writing to the Director of Compensation of the Company
         on a form or forms available upon request from the Director of
         Compensation.

                                    SECTION 6
                                    Accounts

6.1      Prime Rate Investment Account

         A Prime Rate Investment Account shall be established for each Director
         or Employee either (i) electing deferral of Compensation, (ii)
         transferring all or a portion of a Transferred Amount, or (iii)
         changing investment of deferred Compensation pursuant to Section 6.3,
         for investment at the Prime Interest Rate. The Prime Rate Investment
         Account shall be credited with either (i) the amount of cash directed
         by the Director or Employee to such account as of the Compensation
         Payment Date or Transferred Amount Investment Date, (ii) the Market
         Value of the shares of Common Stock received by a Director or Employee
         as Compensation as of the Compensation Payment Date, or (iii) the
         Market Value of the shares of Common Stock credited to a Director's or
         Employee's Phantom Stock Investment Account that are subject to
         reinvestment in the Prime Rate


                                        7

<PAGE>




         Investment Account on an Investment Exchange Date pursuant to Section
         6.3, determined as of the last business day immediately prior to the
         Investment Exchange Date, as applicable. The Prime Rate Investment
         Account shall be credited thereafter with interest computed using the
         Prime Interest Rate. Interest shall be computed from the date such
         amounts are credited to the account and compounded daily. Interest
         shall accrue and compound on any balance until the amount credited to
         the account is reinvested pursuant to Section 6.3 or is fully
         distributed.

6.2      Phantom Stock Investment Account

         A Phantom Stock Investment Account shall be established for each
         Director or Employee either (i) electing deferral of Compensation, (ii)
         transferring all or a portion of a Transferred Amount, or (iii)
         changing investment of deferred Compensation (plus accumulated
         investment return related thereto) pursuant to Section 6.3, for
         investment at the Common Stock investment rate. The Phantom Stock
         Investment Account shall be credited with the number of shares
         (including fractional shares rounded to the nearest ten-thousandth) of
         Common Stock which either (i) could have been purchased on the
         Compensation Payment Date, the Transferred Amount Investment Date, or
         the Investment Exchange Date, as applicable, as determined by dividing
         the compensation (plus accumulated investment return, if applicable)
         directed to such account by the Market Value as of such date, or (ii)
         which would have been paid to the Director on the Compensation Payment
         Date as a Stock retainer absent such Director's election to defer the
         Stock retainer for investment in such account, as applicable. On the
         date of the payment of dividends on the Common Stock, the Director's or
         Employee's Phantom Stock Investment Account shall be credited with
         additional shares (including fractional shares rounded to the nearest
         ten-thousandth) of Phantom Stock, as follows:

         (a)      In the case of cash dividends, such additional shares as would
                  have been purchased as of the Common Stock dividend payment
                  date as if the credited shares had been outstanding and
                  dividends reinvested thereon;

         (b)      In the case of dividends payable in property other than cash
                  or Common Stock, such additional shares as could be purchased
                  at the Market Value as of the date of payment with the fair
                  market value of the property which would have been payable if
                  the credited shares had been outstanding; and

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

         (d)      If the Company enters into transactions involving stock
                  splits, stock dividends, reverse splits or any other
                  recapitalization transactions, the number of shares of Common
                  Stock credited to a Phantom Stock Investment Account will be
                  adjusted (rounded to the nearest ten thousandth of a share) so
                  that the Phantom Stock Investment Account


                                        8

<PAGE>




         reflects the same percentage investment interest in the Company after
         the recapitalization as was the case before such transaction.

6.3      Investment Exchange.

         A Director or Employee may elect on an Investment Exchange Date to
         transfer his deferred Compensation and his Transferred Amounts (and
         accumulated investment return related thereto) from one Deferred
         Compensation Account to another, except that no investment transfer
         election which causes short swing profit issues will be honored.

                                    SECTION 7
                                  Distributions

7.1      Upon termination of a Director's membership on the Board or an
         Employee's employment with an Employing Company, the amount credited to
         a Director's or Employee's Deferred Compensation Accounts will be paid
         to the Director or Employee or his beneficiary or beneficiaries, as
         applicable. The amount credited to a Director's or Employee's Deferred
         Compensation Accounts shall be paid in cash. Such payments shall be
         from the general assets of the Company in accordance with this Section
         7. The transfer by an Employee between subsidiaries and affiliates of
         the Company shall not be deemed to be a termination of employment with
         an Employing Company for purposes of the Plan. Notwithstanding the
         preceding sentence, in the event an Employee transfers employment
         pursuant to Section 7.5 herein, the Employee's Deferred Compensation
         Accounts shall be governed by Section 7.5.

7.2      Unless other arrangements are specified by the Committee on a uniform
         and nondiscriminatory basis, deferred amounts shall be paid in the form
         of (i) a lump sum payment, or (ii) in approximately equal annual
         installments, as elected by the Director or Employee pursuant to the
         provision of Section 5.3; provided, however, that payments shall be
         made only in a single lump sum if either (i) payment commences due to
         termination for cause or (ii) the amount in the Employee's or
         Director's Deferred Compensation Account as of the last business day of
         the calendar quarter in which the Employee or Director terminates
         membership or employment is less than $25,000. Such payments shall be
         made (or shall commence) as soon as reasonably practicable following
         the last business day of the calendar quarter in which the Director of
         Employee terminates Board membership or employment, as applicable.

         If the Director or Employee elected to receive annual installments, the
         first payment shall be made as soon as reasonably practicable following
         the last day of the calendar quarter in which such Employee or Director
         terminates Board membership or employment, as applicable, and shall be
         equal to the balance in the Director's or Employee's Deferred
         Compensation Accounts on the last day of the calendar quarter in which
         such Employee or Director terminates membership or employment, divided
         by the number of annual installment payments. Each subsequent annual
         payment shall be an amount equal to the


                                        9

<PAGE>




         balance in the Director's or Employee's Deferred Compensation Accounts
         on the last business day of the calendar quarter in which the
         anniversary of such Director's or Employee's termination of membership
         or employment occurs, divided by the number of remaining annual
         payments and shall be paid as soon as reasonably practicable following
         the last business day of the calendar quarter in which such anniversary
         of termination occurs. The Market Value of any shares of Common Stock
         credited to a Director's or Employee's Phantom Stock Investment Account
         shall be determined as of the last business day of the calendar quarter
         in which either the Director or Employee terminates or the anniversary
         of such termination occurs, as applicable.

7.3      Upon the death of a Director, Employee, former Employee, or a former
         Director prior to the payment of all amounts credited to the Director's
         or Employee's Deferred Compensation Accounts, the unpaid balance shall
         be paid in the sole discretion of the Committee (i) in a lump sum to
         the designated beneficiary or beneficiaries of such Director, Employee,
         former Employee, or former Director as soon as reasonably practicable
         following the last day of the calendar quarter in which such Director,
         Employee, former Employee or former Director dies, or (ii) in
         accordance with the Distribution Election made by such Director,
         Employee, former Employee, or former Director. In the event a
         beneficiary designation has not been made, or the designated
         beneficiaries are deceased or cannot be located, payment shall be made
         to the estate of the Director, Employee, former Employee, or former
         Director. The Market Value of any shares of Common Stock credited to a
         Director's Phantom Stock Investment Account shall be determined as of
         the last business day of the calendar quarter in which either the
         Director dies or the anniversary of such death occurs, as applicable.

7.4      Upon the total disability of an Employee or former Employee as
         determined by the Social Security Administration, prior to the complete
         distribution of his or her Deferred Compensation Accounts, the unpaid
         balance of his or her Deferred Compensation Accounts shall be paid in
         the sole discretion of the Committee either (i) in a lump sum to the
         Employee or his or her legal representative as soon as administratively
         practicable following the last business day of the calendar quarter in
         which the Committee receives notification of the determination of the
         disability by the Social Security Administration or (ii) in accordance
         with the Employee's Distribution Election.


7.5      In the event an Employee transfers employment to Southern prior to the
         Spin-off Date, the value of the Employee's Deferred Compensation
         Accounts under the Plan as of the date the Employee transfers
         employment shall be transferred from the Company to Southern, and the
         Company shall have no further obligation to make any distribution to
         the Employee under Section 7.1.


                                       10

<PAGE>




                                    SECTION 8
                                Change in Control

         The provisions of the Change in Control Benefit Plan Determination
Policy are incorporated herein by reference to determine the occurrence of a
change in control of Mirant Corporation, and the benefits to be provided
hereunder in the event of such a change in control. Any modifications to the
Change in Control Benefit Plan Determination Policy are likewise incorporated
herein.

                                    SECTION 9
                               General Provisions

9.1      An Employing Company shall make no provision for the funding of any
         Deferred Compensation Accounts payable hereunder that (i) would cause
         the Plan to be a funded plan for purposes of section 404(a)(5) of the
         Code, or (ii) would cause the Plan to be other than an "unfunded and
         unsecured promise to pay money or other property in the future" under
         Treasury Regulations ss. 1.83-3(e); and an Employing Company shall have
         no obligation to make any arrangement for the accumulation of funds to
         pay any amounts under this Plan. Subject to the restrictions of the
         preceding sentence and in Section 9.3 herein, an Employing Company, in
         its sole discretion, may establish one or more grantor trusts described
         in Treasury Regulations ss. 1.677(a)-I(d) to accumulate funds to pay
         amounts under this Plan, provided that the assets of such trust shall
         be required to be used to satisfy the claims of the Employing Company's
         general creditors in the event of the Employing Company's bankruptcy or
         insolvency.

9.2      In the event that an Employing Company shall decide to establish an
         advance accrual reserve on its books against the future expense of
         payments from any Deferred Compensation Accounts, such reserve shall
         not under any circumstances be deemed to be an asset of this Plan but,
         at all times, shall remain a part of the general assets of the
         Employing Company, subject to claims of the Employing Company's
         creditors.

9.3      A person entitled to any amount under this Plan shall be a general
         unsecured creditor of the Employing Company(ies) with respect to such
         amount. Furthermore, a person entitled to a payment or distribution
         with respect to a Deferred Compensation Account, shall have a claim
         upon the Employee Company(ies) only to the extent of the balance in his
         Deferred Compensation Accounts.

9.4      All commissions, fees and expenses that may be incurred in operating
         the Plan and any related trust established in accordance with Section
         9.1 herein will be paid by the Company.

9.5      Notwithstanding any other provision of this Plan, elections under this
         Plan may only be made by Directors while they are directors of the
         Company and Employees while they are employees of an Employing Company
         (with the exception of the designation of beneficiaries).


                                       11

<PAGE>




9.6      Directors, Employees, their legal representatives and their
         beneficiaries shall have no right to anticipate, alienate, sell,
         assign, transfer, pledge or encumber their interests in the Plan, nor
         shall such interests be subject to attachment, garnishment, levy or
         execution by or on behalf of creditors of the Directors, of the
         Employees or of their beneficiaries.

9.7      In the event a Participant disputes the calculation of his Deferred
         Compensation Account or payment of amounts due under the terms of this
         Plan, such Participant has recourse against the Participant's Employing
         Company, the Plan, and the Trust (as defined in the Change in Control
         Benefit Plan Determination Policy) for the payment of benefits to the
         extent the Trust so provides.

                                   SECTION 10
                                 Administration

Subject to the express provisions of the Plan, the Committee shall have the
exclusive right to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it and to make all other determinations necessary or
advisable for the administration of the Plan. The decisions, actions and records
of the Committee shall be conclusive and binding upon the Employing Companies
and all persons having or claiming to have any right or interest in or under the
Plan.

The Committee may delegate to such officers, employees or departments of the
Employing Companies such authority, duties, and responsibilities of the
Committee as it, in its sole discretion, considers necessary or appropriate for
the proper and efficient operation of the Plan, including, without limitation,
(i) interpretation of the Plan, (ii) approval and payment of claims, and (iii)
establishment of procedures for administration of the Plan.

                                   SECTION 11
                    Amendment, Termination and Effective Date

11.1     Amendment of the Plan

         Except for the provisions of Section 8 hereof, which may not be amended
         following a "Change in Control" (as defined in the Change in Control
         Benefit Plan Determination Policy), and subject to the provisions of
         Section 11.3 herein, the Plan may be wholly or partially amended or
         otherwise modified at any time by written action of the Board of
         Directors.

11.2     Termination of the Plan

         Subject to the provisions of Section 11.3 herein, the Plan may be
         terminated at any time by written action of the Board of Directors.


                                       12

<PAGE>




11.3     No Impairment of Benefits

         Notwithstanding the provisions of Sections 11.1 and 11.2 herein, no
         amendment to or termination of the Plan shall impair any rights to
         benefits which have accrued hereunder.

11.4     Governing Law

         This Plan shall be construed in accordance with and governed by the
         laws of the State of Georgia.


         IN WITNESS WHEREOF, the Plan has been executed pursuant to resolutions
of the Board of Directors of Mirant Corporation, effective as of April 2, 2001.


                                       13

<PAGE>



                                                                   EXHIBIT 10.56

                             FIRST AMENDMENT TO THE
                               MIRANT CORPORATION
                           DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS AND SELECT EMPLOYEES

         WHEREAS, Mirant Corporation (the "Company") heretofore adopted the
Mirant Corporation Deferred Compensation Plan for Directors and Select Employees
(the "Plan"), effective September 27, 2000, and subsequently amended and
restated the Plan effective April 2, 2001; and

         WHEREAS, pursuant to Section 11.1 of the Plan, the Board of Directors
of the Company (the "Board") has the authority to amend the Plan; and

         WHEREAS, the Board has delegated its authority to amend the Plan,
provided such amendment does not have a material effect on the cost of the Plan,
to the Americas Benefits Committee (the "Committee"); and

         WHEREAS, the Committee desires to amend the Plan to add an early
withdrawal provision, subject to certain substantial restrictions and
limitations; and

         WHEREAS, the Committee desires to change the Plan Period from the
calendar year to April 1 through March 31; and

         WHEREAS, the Committee desires to change the valuation date of
Participants' Deferred Compensation Accounts for purposes of determining the
amount of distribution upon termination from the last business day of the
calendar quarter in which the Director or Employee terminates to the last
business day of the month in which the Director or Employee terminates; and

         WHEREAS, the Committee has determined that the above amendments would
likely not have a material effect on the cost of the Plan, however, in any
event, the Compensation Committee of the Board has approved the amendments
contained herein.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as of March 1, 2002:

                                       I.

         Section 4 of the Plan shall be deleted in its entirety and replaced
with the following new Section 4:

         The first Plan Period under this Plan shall begin September 27, 2000
         and shall end on December 31, 2000. The second Plan Period under this
         Plan shall be January 1, 2001 through December 31, 2001. The third Plan
         Period under this Plan shall be

<PAGE>





         January 1, 2002 through March 31, 2002. All subsequent Plan Periods
         shall be April 1 through March 31, except the initial Plan Period
         applicable to any person either elected to the Board or hired by the
         Company who was not a Director or Employee, as applicable, on the
         preceding March 31, shall begin on the first day of such Director's
         membership on the Board or such Employee's employment with an Employing
         Company.

                                       II.

         Section 5.3(a) of the Plan shall be amended by deleting such subsection
in its entirety and replacing it with the following new Section 5.3(a):

         (a)      Prior to the establishment of a Deferred Compensation Account
                  for a Director or an Employee under this Plan, the Director or
                  Employee may elect that upon termination from the Board of
                  Directors or an Employing Company, as applicable, the values
                  and quantities held in the Director's or Employee's Deferred
                  Compensation Account be distributed to the Director or the
                  Employee, pursuant to the provisions of Section 7, in a single
                  distribution or in a series of annual installments not to
                  exceed ten (10), unless the amount in the Director's or
                  Employee's Deferred Compensation Accounts is less than or
                  equal to $25,000 on the last business day of the month in
                  which the Director or Employee terminates, in which case such
                  distribution will be in a lump sum; provided, however, if the
                  Director or Employee terminates within five (5) business days
                  prior to the last day of such month, the Director's or
                  Employee's Deferred Compensation Account may be valued as of
                  the last day of the following month, at the Committee's
                  discretion. The time for the commencement of distribution
                  shall be as soon as administratively practicable following the
                  date the Director's or Employee's Deferred Compensation
                  Account is valued following his termination, as described
                  herein. The transfer by an Employee between affiliates and
                  subsidiaries of the Company shall not be deemed to be a
                  termination of employment with an Employing Company for
                  purposes of the Plan.

                                      III.

         Section 5.3 of the Plan shall be amended by adding the following new
Section 5.3(c) to such Section 5.3:

         (c)      Notwithstanding any provision herein to the contrary and
                  subject to the substantial restrictions and limitations
                  contained herein, a Participant may elect a withdrawal from
                  his Deferred Compensation Account at any time during his
                  participation in the Plan. Any withdrawal taken under this
                  Section 5.3(c) shall be subject to a ten percent (10%)
                  penalty; thus, ten


                                        2

<PAGE>




                  percent (10%) of the amount a Participant elects to withdraw
                  from his Deferred Compensation Account shall be forfeited and
                  he shall receive ninety percent (90%) of the elected
                  withdrawal amount. For purposes of withdrawals, a
                  Participant's Deferred Compensation Account will be valued as
                  of the last business day of the month during which the
                  withdrawal election is made; provided, however, if such
                  withdrawal election is received by the Committee within five
                  (5) business days prior to the last business day of such
                  month, the Participant's Deferred Compensation Account may be
                  valued as of the last business day of the following month, at
                  the Committee's discretion. Withdrawal elections under this
                  Section 5.3(c) shall be paid in a lump sum payment as soon as
                  administratively feasible following the date on which the
                  value of the Participant's Deferred Compensation Account is
                  determined.

                  (i)      Directors and Employees. The withdrawal amount for a
                           Director or Employee must be equal to or greater than
                           the lesser of $10,000 or the total amount in his
                           Deferred Compensation Account. Withdrawals under this
                           Section 5.3(c)(i) may not exceed two (2) per calendar
                           year. The election to defer Compensation under this
                           Plan of any Director or Employee making a withdrawal
                           under this Section 5.3(c)(i) will be suspended for
                           the remainder of the Plan Period containing the
                           withdrawal and the next succeeding Plan Period. Such
                           suspension shall be effective as of the last day of
                           the month in which the Director's or Employee's
                           Deferred Compensation Account is valued for purposes
                           of such withdrawal.

                  (ii)     Former Directors and Employees. The withdrawal amount
                           for a former Director or former Employee must be the
                           total amount in his Deferred Compensation Account.

                                       IV.

         Section 7.2 of the Plan is amended by deleting the first paragraph of
such Section 7.2 in its entirety and replacing it with the following new
paragraph:

         Unless other arrangements are specified by the Committee on a uniform
         and nondiscriminatory basis, deferred amounts shall be paid in the form
         of (i) a lump sum payment, or (ii) in approximately equal annual
         installments, as elected by the Director or Employee pursuant to the
         provision of Section 5.3; provided, however, that payments shall be
         made only in a single lump sum if either (i) payment commences due to
         termination for cause or (ii) the amount in the Employee's or
         Director's Deferred Compensation Account as of the last business day of
         the month in which the Employee or Director terminates membership or
         employment is less than $25,000; provided, however, if the Director or
         Employee terminates within five (5) business days prior to the last day
         of such month, the


                                        3

<PAGE>




         Director's or Employee's Deferred Compensation Account may be valued as
         of the last day of the following month, at the Committee's discretion..
         Such payments shall be made (or shall commence) as soon as reasonably
         practicable following the date the Director's or Employee's Deferred
         Compensation Account is valued following his termination of Board
         membership or employment, as applicable, as described herein. .

                                       V.

         Except as amended herein by this First Amendment, the Plan shall remain
in full force and effect as amended by the Company prior to the adoption of this
First Amendment.

         IN WITNESS WHEREOF, Mirant Corporation, through its duly authorized
officer pursuant to a unanimous consent of the Committee dated March 5, 2002,
has adopted this First Amendment to the Mirant Corporation Deferred Compensation
Plan for Directors and Select Employees, this 5th\ day of March, 2002 to be
effective March 1, 2002.

                                    MIRANT CORPORATION:



                                    By: /s/ Dianne W. Davenport
                                       ------------------------
                                        Dianne W. Davenport


                                        4


<PAGE>



                                                                   EXHIBIT 10.57


                                 MIRANT SERVICES
                            SUPPLEMENTAL BENEFIT PLAN









<PAGE>



\

                                 MIRANT SERVICES
                            SUPPLEMENTAL BENEFIT PLAN

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
ARTICLE I - PURPOSE AND ADOPTION OF PLAN.........................................1
         1.1 Adoption............................................................1
         1.2 Purpose.............................................................1
         1.3 Transferred Accounts................................................1


ARTICLE II - DEFINITIONS.........................................................2
         2.1 Account.............................................................2
         2.2 Beneficiary.........................................................2
         2.3 Board or Board of Managers..........................................2
         2.4 Bonus Plan..........................................................2
         2.5 Change in Control Benefit Plan Determination Policy.................2
         2.6 Code................................................................2
         2.7 Committee...........................................................2
         2.8 Common Stock........................................................2
         2.9 Company.............................................................2
         2.10 Deferred Compensation Plan.........................................2
         2.11 Effective Date.....................................................2
         2.12 Employee...........................................................3
         2.13 Employing Company..................................................3
         2.14 Mirant.............................................................3
         2.15 Non-Pension Benefit................................................3
         2.16 Participant........................................................3
         2.17 Pension Benefit....................................................3
         2.18 Pension Plan.......................................................3
         2.19 Phantom Common Stock...............................................3
         2.20 Plan...............................................................3
         2.21 Plan Year..........................................................3
         2.22 Purchase Price.....................................................3
         2.23 Resolution Date....................................................3
         2.24 Sales Price........................................................4
         2.25 Savings Plan.......................................................4
         2.26 Trust..............................................................4
         2.27 Valuation Date.....................................................4


ARTICLE III - ADMINISTRATION OF PLAN.............................................4
         3.1 Administrator.......................................................4
         3.2 Powers..............................................................4
         3.3 Duties of the Committee.............................................4
         3.4 Indemnification.....................................................5
</TABLE>


                                        i


<PAGE>




<TABLE>
<S>                                                                             <C>
ARTICLE IV - ELIGIBILITY.........................................................5
         4.1 Eligibility Requirements............................................5
         4.2 Determination of Eligibility........................................5


ARTICLE V - BENEFITS.............................................................6
         5.1 Pension Benefit.....................................................6
         5.2 Non-Pension Benefit.................................................6
         5.3 Distribution of Benefits............................................7
         5.4 Funding of Benefits.................................................9
         5.5 Withholding........................................................10
         5.6 Recourse Against Deferred Compensation Trust.......................10
         5.7 Mirant Guarantee...................................................10
         5.8 Change in Control..................................................10


ARTICLE VI - MISCELLANEOUS......................................................10
         6.1 Assignment.........................................................10
         6.2 Amendment and Termination..........................................11
         6.3 No Guarantee of Employment.........................................11
         6.4 Construction.......................................................11
</TABLE>


                                       ii


<PAGE>





                                 MIRANT SERVICES

                            SUPPLEMENTAL BENEFIT PLAN



                    ARTICLE I - PURPOSE AND ADOPTION OF PLAN

         1.1      Adoption: This Mirant Services Supplemental Benefit Plan is
hereby adopted as of January 1, 2001.

         1.2 Purpose: The Plan is designed to provide certain retirement and
other deferred compensation benefits primarily for a select group of management
or highly compensated employees which are not otherwise payable or cannot
otherwise be provided (1) under the Mirant Services Pension Plan and the Mirant
Services Employee Savings Plan, as a result of the limitations set forth under
Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Code; and (2) to
compensate for lost benefits resulting from participation in the Mirant
Corporation Deferred Compensation Plan for Directors and Select Employees, as
such plan may be amended from time to time. The Plan shall be an unfunded
deferred compensation arrangement whose benefits shall be paid solely from the
general assets of the Employing Companies.

         1.3 Transferred Accounts. The Committee, in its sole discretion, may
allow the transfer of amounts representing a Participant's account from another
supplemental benefit plan to the Employing Companies' general assets to be
recorded as a separate bookkeeping account under this Plan, or combined with the
amounts in the Participant's Account under this Plan, as the Committee shall
determine.

                  (a) Funds representing the amounts in each Participant's
"Supplemental Benefit Account" (as such term is defined in the Southern Company
Energy Marketing Executive Deferred Compensation and Supplemental Benefit Plan
(the "SCEM Plan")) under the SCEM Plan, as determined on the Effective Date of
this Plan, shall be transferred to the Company's general assets and recorded as
a bookkeeping account for such Participant (the "SCEM Accounts"). No further
contributions shall be made to the SCEM Accounts, which shall receive interest
at the prime rate as published in the Wall Street Journal, compounded daily.
Payments shall be made from the SCEM Accounts at the same time and in the same
manner as a Participant's Account under this Plan.

                  (b) Funds representing the amounts in each Employee's
"Account" (as such term is defined in the Southern Company Supplemental Benefit
Plan (the "Southern Plan")) under the Southern Plan, as determined on the
Effective Date of this Plan, shall be transferred to the Company's general
assets. Such amounts will be included in the respective Participant's Account
under this Plan and payable at the same time and in the same manner as the
Participant's Account under this Plan. With respect to an Employee whose Account
under the Southern Plan is transferred to this Plan (the "Southern Account"),
but who is not a Participant in this Plan, payment of the amounts in such



<PAGE>




Southern Account shall be made at the same time and in the same manner as if
such Southern Account were an Account under this Plan.

                            ARTICLE II - DEFINITIONS

         2.1 "Account" shall mean the total amount credited to the bookkeeping
account of a Participant established by the Employing Company to reflect the
interest of a Participant in the Plan resulting from a Participant's Non-Pension
Benefit calculated in accordance with Section 5.2.

         2.2 "Beneficiary" shall mean any person, estate, trust, or organization
entitled to receive any payment under the Plan upon the death of a Participant.

         2.3      "Board" or "Board of Managers" shall mean the Board of
Managers of the Company.

         2.4      "Bonus Plan" shall mean the Mirant Services Supplemental
Compensation Plan.

         2.5 "Change in Control Benefit Plan Determination Policy" shall mean
the Change in Control Benefit Plan Determination Policy, as approved by the
Board, as it may be amended from time to time in accordance with the provisions
therein.

         2.6      "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

         2.7 "Committee" shall mean the committee as designated by the Board to
be responsible for administering the Plan, and as referred to in Section 3.1
hereof.

         2.8      "Common Stock" shall mean common stock of Mirant.

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

         2.10 "Deferred Compensation Plan" shall mean the Mirant Corporation
Deferred Compensation Plan for Directors and Select Employees, as amended from
time to time.

         2.11     "Effective Date" shall mean January 1, 2001.

                                        2

<PAGE>




         2.12 "Employee" shall mean an employee of an Employing Company, not
covered by a collective bargaining agreement between the Employing Company and a
union or other employee representative.

         2.13 "Employing Company" shall mean the Company, any United States
subsidiary or affiliate of Mirant, or any other subsidiary or affiliate of
Mirant, which the Board may from time to time determine to bring under the Plan
and which shall adopt the Plan, and any successor of any of them.

         2.14     "Mirant" shall mean Mirant Corporation (f/k/a Southern Energy,
Inc.), its successors and assigns.

         2.15     "Non-Pension Benefit" shall mean the benefit described in
Section 5.2.

         2.16 "Participant" shall mean an Employee or former Employee who is
eligible and participates in the Plan pursuant to Sections 4.1 and 4.2.

         2.17     "Pension Benefit" shall mean the benefit described in Section
5.1.

         2.18 "Pension Plan" shall mean the Mirant Services Pension Plan, as
amended from time to time.

         2.19 "Phantom Common Stock" shall mean the Common Stock in which a
Participant is deemed to invest his Non-Pension Benefit as if such Common Stock
had been purchased upon contribution to the Savings Plan.

         2.20 "Plan" shall mean the Mirant Services Supplemental Benefit Plan,
as amended from time to time.

         2.21     "Plan Year" shall mean the calendar year.

         2.22 "Purchase Price" shall mean for purposes of deemed purchases of
Phantom Common Stock the following: (a) with respect to the Savings Plan, the
closing price on the New York Stock Exchange of a share of the Common Stock
under the Savings Plan as of the applicable Valuation Date; and (b) with respect
to any investment of dividends attributable to Phantom Common Stock, the
dividend reinvestment price of a share of the Common Stock under the Savings
Plan as of the applicable Valuation Date.

         2.23 "Resolution Date" shall mean the first date on which all of the
amount deferred with respect to a Participant under this Plan is reasonably
ascertainable within the meaning of Treasury Regulation 31.3121(v)(2).


                                        3

<PAGE>




         2.24 "Sales Price" shall mean the closing price on the New York Stock
Exchange of a share of Common Stock under the Savings Plan as of each applicable
Valuation Date.

         2.25 "Savings Plan" shall mean the Mirant Services Employee Savings
Plan, as amended from time to time.

         2.26     "Trust" shall mean the Mirant Corporation Deferred
Compensation Trust.

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

         Where the context requires, the definitions of all terms set forth in
the Pension Plan, the Savings Plan and the Deferred Compensation Plan shall
apply with equal force and effect for purposes of interpretation and
administration of the Plan, unless said terms are otherwise specifically defined
in the Plan. The masculine pronoun shall be construed to include the feminine
pronoun and the singular shall include the plural, where the context so
requires.

                      ARTICLE III - ADMINISTRATION OF PLAN

         3.1 Administrator. The general administration of the Plan shall be
placed in the Committee. The Committee shall consist of the members of the
Company's Americas Benefits Committee. Any member may resign or may be removed
by the Board of Managers and new members may be appointed by the Board of
Managers at such time or times as the Board of Managers in its discretion shall
determine. The Committee shall be chaired by the Chairman of the Americas
Benefits Committee and 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. A majority of the members of the Committee 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 resolution or written memorandum
concurred in by a majority of the members.

         3.2 Powers. The Committee shall administer the Plan in accordance with
its terms and shall have all powers necessary to carry out the provisions of the
Plan more particularly set forth herein. It shall have the discretion to
interpret the Plan and shall determine all questions arising in the
administration, interpretation and application of the Plan. Any such
determination by it shall be conclusive and binding on all persons. It may adopt
such regulations as it deems desirable for the conduct of its affairs. It may
appoint such accountants, counsel, actuaries, specialists and other persons as
it deems necessary or desirable in connection with the administration of this
Plan, and shall be the agent for the service of process.

         3.3      Duties of the Committee.


                                        4

<PAGE>




                  (a) The Committee is responsible for the daily administration
of the Plan. It may appoint other persons or entities to perform any of its
fiduciary functions. The Committee and any such appointee may employ advisors
and other persons necessary or convenient to help it carry out its duties,
including its fiduciary duties. The Committee shall have the right to remove any
such appointee from his position. Any person, group of persons or entity may
serve in more than one fiduciary capacity.

                  (b) The Committee shall maintain accurate and detailed records
and accounts of Participants and of their rights under the Plan and of all
receipts, disbursements, transfers and other transactions concerning the Plan.
Such accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by persons designated by the Committee.

                  (c) The Committee shall take all steps necessary to ensure
that the Plan complies with the law at all times. These steps shall include such
items as the preparation and filing of all documents and forms required by any
governmental agency; maintaining of adequate Participants' records; recording
and transmission of all notices required to be given to Participants and their
Beneficiaries; the receipt and dissemination, if required, of all reports and
information received from the Employing Companies; securing of such fidelity
bonds as may be required by law; and doing such other acts necessary for the
proper administration of the Plan. The Committee shall keep a record of all of
its proceedings and acts, and shall keep all such books of account, records and
other data as may be necessary for proper administration of the Plan.

         3.4 Indemnification. The Employing Companies shall indemnify the
Committee against any and all claims, losses, damages, expenses and liability
arising from an action or failure to act, except when the same is finally
judicially determined to be due to gross negligence or willful misconduct. The
Employing Companies may purchase at their own expense sufficient liability
insurance for the Committee to cover any and all claims, losses, damages and
expenses arising from any action or failure to act in connection with the
execution of the duties as Committee. No member of the Committee who is also an
Employee shall receive any compensation from the Plan for his services in
administering the Plan.

                            ARTICLE IV - ELIGIBILITY

         4.1 Eligibility Requirements. All Employees who are determined eligible
to participate in accordance with Section 4.2: (a) whose benefits under the
Pension Plan are limited by the limitations set forth in Sections 401(a)(17) or
415 of the Code, (b) for whom contributions by the Employing Company to the
Savings Plan are limited by the limitations set forth in Sections 401(a)(17),
401(k), 401(m), 402(g) or 415 of the Code, or (c) who make deferrals under the
Deferred Compensation Plan, shall be eligible to receive benefits under the
Plan.

         4.2 Determination of Eligibility. The Committee shall determine which
Employees are eligible to participate. Upon becoming a Participant, an Employee
shall be deemed to have assented to the Plan and to any amendments hereafter
adopted. The Committee shall be authorized to rescind the eligibility of any
Participant if necessary to insure that the Plan is maintained primarily for the
purpose of providing deferred compensation to a select group of


                                        5

<PAGE>




management or highly compensated employees under the Employee Retirement Income
Security Act of 1974, as amended.

                              ARTICLE V - BENEFITS

         5.1      Pension Benefit.

                  (a) Each Participant shall be entitled to a Pension Benefit
equal to that portion of his Retirement Income under the Pension Plan which is
not payable under the Pension Plan as a result of the limitations imposed by
Sections 401(a)(17) or 415(b) of the Code.

                  (b) For purposes of this Section 5.1, the Pension Benefit of a
Participant shall be calculated based on the Participant's Earnings that are
considered under the Pension Plan in calculating his Retirement Income, without
regard to the limitation of Section 401(a)(17) of the Code, including any
portion of his compensation he may have elected to defer under the Deferred
Compensation Plan. The actuarial equivalent of any payments received by a
Participant under Section 4.1(a) of the Bonus Plan shall be used as an offset in
calculating the Pension Benefit for such Participant hereunder and shall be
determined using the actuarial assumptions in Section 1.17 of the Bonus Plan.

                  (c) To the extent that a Participant's Retirement Income under
the Pension Plan is recalculated as a result of an amendment to the Pension Plan
in order to increase the amount of his Retirement Income, the Participant's
Pension Benefit shall also be recalculated in order to properly reflect such
increase in determining payments of the Participant's Pension Benefit made on or
after the effective date of such increase.

         5.2      Non-Pension Benefit.

                  (a) A Participant shall be entitled to a Non-Pension Benefit
which is determined under this Section 5.2. An Account shall be established for
the Participant as of his initial Plan Year of participation in the Plan. Each
Plan Year, such Account shall be credited with an amount equal to the amount
that the Employing Company is prohibited from contributing to the Savings Plan
on behalf of the Participant as a result of the limitations imposed by Sections
401(a)(17), 401(k), 401(m), 402(g) or 415(c) of the Code.

                  (b) For purposes of this Section 5.2, the Non-Pension Benefit
of a Participant shall be calculated based on the Participant's compensation
that would have been considered in calculating allocations to his accounts under
the Savings Plan, without regard to the limitations of Section 401(a)(17) or
Section 402(g) of the Code, including any portion of his compensation he may
have elected to defer under the Deferred Compensation Plan. Any payments
received by a Participant under Section 4.1(b) of the Bonus Plan shall be used
as an offset in determining the Non-Pension Benefit for such Participant
hereunder.

                  (c) The Non-Pension Benefit of the Participant shall be deemed
to be invested in Phantom Common Stock. On each such date of investment, a
Participant's Account shall be credited with the number of shares (including
fractional shares) of Phantom Common Stock which could have


                                        6

<PAGE>




been purchased on such date, based upon the Common Stock's Purchase Price. As of
the date upon which occurs the payment of dividends on the Common Stock, there
shall be credited with respect to shares of Phantom Common Stock in the
Participant's Account on such date, such additional shares (including fractional
shares) of Phantom Common Stock as follows:

                           (1) In the case of cash dividends, such additional
         shares as could be purchased at the Purchase Price with the dividends
         which would have been payable if the credited shares had been
         outstanding;

                           (2) In the case of dividends payable in property
         other than cash or Common Stock, such additional shares as could be
         purchased at the Purchase Price with the fair market value of the
         property which would have been payable if the credited shares had been
         outstanding; or

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

                  (d) As soon as practicable following the first day of his
eligibility to have benefits credited to his Account, a Participant shall
designate in writing on a form to be prescribed by the Committee the method of
payment of his Account, which shall be the payment of a single lump sum or a
series of annual installments not to exceed ten (10). The method of distribution
initially designated by a Participant shall not be revoked and shall govern the
distribution of a Participant's Account. Notwithstanding the foregoing, in the
sole discretion of the Committee, upon application by the Participant, the
method of distribution designated by such Participant may be modified not later
than the 366th day prior to a Participant's date of separation from service in
order to change the form of distribution of his Account in accordance with the
terms of the Plan; provided, however, that any Participant who is required to
file reports pursuant to Section 16(a) of the Securities and Exchange Act of
1934, as amended, with respect to equity securities of Mirant Corporation shall
not be permitted to amend his distribution election during any time period for
which such Participant is required to file any such reports with respect to his
Non-Pension Benefit unless such amendment is specifically approved by the
Committee in its sole discretion. Each Participant, his Beneficiary, and legal
representative shall be bound as to any action taken pursuant to the method of
distribution elected by a Participant and the terms of the Plan.

         5.3      Distribution of Benefits.

         (a) The Pension Benefit, as determined in accordance with Section 5.1,
shall be payable in monthly increments on the first day of the month
concurrently with the Participant's Retirement Income under the Pension Plan.
The form in which the Pension Benefit is paid will be the same as elected by the
Participant under the Pension Plan except that the amount of the monthly benefit
will be modified at the appropriate time based on the commencement of payments
as follows:

                  (i) If all or a portion of the Participant's Pension Benefit
         has not yet been "taken into account" for employment tax purposes
         within the meaning of Treasury Regulation 31.3121(v)(2), the
         Participant's initial monthly payment of his Pension Benefit or, if
         such


                                        7

<PAGE>




         "taking into account" occurs thereafter, his first monthly Pension
         Benefit following the Resolution Date, shall be increased by the amount
         necessary to pay the tax due under the Federal Insurance Contributions
         Act with respect to the amount of the Participant's Pension Benefit
         then required to be "taken into account" ("FICA Tax"), if any,
         increased by the amount necessary to pay the Participant's federal and
         state income tax (at a combined estimated rate of forty-five percent
         (45%)) upon such FICA Tax and upon such increase.

                  (ii) In the event of a one-time increase in a Participant's
         Pension Benefit under Section 5.3(a)(i) hereof, the Employing Company
         shall thereafter reduce the Participant's Pension Benefit by the
         aggregate amounts, if any, paid under Section 5.3(a) hereof, and
         calculate, based upon such reduced Pension Benefit, the difference
         between the Participant's monthly Pension Benefit prior to such
         reduction and the Pension Benefit the Participant would have received
         based upon the reduced Pension Benefit determined on an actuarially
         equivalent basis in accordance with the terms of the Pension Plan,
         taking into account the form of benefit elected by the Participant
         under the Pension Plan.

                  (iii) The Beneficiary of a Participant's Pension Benefit shall
         be the same as the Provisional Payee, if any, of the Participant's
         Retirement Income under the Pension Plan.

         (b) When a Participant terminates his employment with the Employing
Company (including any subsidiaries or affiliates thereof), said Participant
shall be entitled to receive the market value of any shares of Phantom Common
Stock (and fractions thereof) reflected in his Account in a single lump sum cash
distribution or annual cash installments not to exceed ten (10). Such
distribution shall be made as soon as reasonably practicable following the last
business day of the calendar quarter in which the Participant terminates. With
regard to any distribution made under this Article, the market value of any
shares of Phantom Common Stock credited to a Participant's Account shall be
based on the Sales Price. No portion of a Participant's Account shall be
distributed in Common Stock.

         (c) In the event a Participant elects to receive the distribution of
his Account in annual installments, the first payment shall be made as soon as
reasonably practicable following the last business day of the calendar quarter
in which the Participant terminates. Installments shall equal the balance in the
Participant's Account taking into account the tax due under the Federal
Insurance Contributions Act divided by the number of annual installment
payments. Each subsequent annual payment shall be an amount equal to the balance
in the Participant's Account as of the Valuation Date, divided by the number of
the remaining annual payments and shall be due on the anniversary of the
preceding payment date.

         (d) Upon the death of a Participant, or a former Participant prior to
the payment of the market value of any shares of Phantom Common Stock (and
fractions thereof) credited to said Participant's Account based on the Sales
Price, the unpaid balance shall be paid in the sole discretion of the Committee
(1) in a lump sum to the designated Beneficiary of a Participant or former
Participant as soon as reasonably practicable following the last business day of
the calendar quarter in which the Committee is provided evidence of the
Participant's death or (2) in accordance with the distribution method chosen by
such Participant or former Participant. The Beneficiary designation may be
changed by the Participant or former Participant at any time without the consent
of the prior Beneficiary. In the


                                        8

<PAGE>




event a Beneficiary designation is not on file or the designated Beneficiary is
deceased or cannot be located, payment will be made to the person or persons in
the first of the following classes of successive preference, if then living:

                           (1)      the Participant's spouse on the date of his
                                     death;
                           (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 or
                                    administrators.

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

         (e) Upon the total disability of a Participant or former Participant,
as determined by the Committee, prior to the payment of the market value of any
shares of Phantom Common Stock (and fractions thereof) credited to such
Participant's Account based on the Sales Price, the unpaid balance of his
Account shall be paid in the sole discretion of the Committee (1) in a lump sum
to the Participant or former Participant, or his legal representative as soon as
reasonably practicable following the last business day of the calendar quarter
following the date on which the Committee makes the determination of the
Participant's disability or (2) in accordance with the distribution method
elected by such Participant or former Participant.

         (f) Notwithstanding the foregoing provisions of this Section 5.3, if a
Participant or Beneficiary becomes entitled to a payment of his Account balance
and such Account balance does not exceed $5,000, said Participant shall receive
the market value of any shares of Phantom Common Stock (and fractions thereof)
reflected in his Account in a single lump sum distribution. Such distribution
shall be made as soon as reasonably practicable following the last business day
of the calendar quarter following the date on which he becomes entitled to such
payment.

         (g) The Committee, in its sole discretion upon application made by the
Participant, a designated Beneficiary, or their legal representative, may
determine to accelerate payments or, in the event of death or total disability
(as determined by Social Security Administration), to extend or otherwise make
payments in a manner different from the manner in which such payment would be
made under the method of distribution elected by the Participant in the absence
of such determination.

         5.4 Funding of Benefits. Except as expressly limited under the terms of
the Trust, the Employing Companies shall not reserve or otherwise set aside
funds for the payment of their obligations under the Plan. In any event, such
obligations shall be paid or deemed to be paid solely from the general assets of
the Employing Companies. Participants shall only have the status of general,
unsecured creditors of the Employing Companies. Notwithstanding that a
Participant shall be entitled to receive the balance of his Account under the
Plan, the assets from which such amount shall be paid shall at all times remain
subject to the claims of the creditors of the Employing Company. When a
Participant becomes entitled to payment of a Pension Benefit, the Employing
Company may, in its sole discretion elect to purchase an annuity from a
reputable third


                                        9

<PAGE>




party annuity provider to secure payment of all or any portion of the
Participant's Pension Benefit, pursuant to a uniform annuitization program
adopted by the Committee.

         5.5 Withholding. There shall be deducted from payments and, if
necessary, from the Non-Pension Account under the Plan the amount of any tax
required by any governmental authority to be withheld and paid over by the
Employing Company to such governmental authority for the account of the
Participant or Beneficiary.

         5.6 Recourse Against Deferred Compensation Trust. In the event a
Participant disputes the calculation of his Pension Benefit or Non-Pension
Benefit, or payment of amounts due under the terms of the Plan, the Participant
has recourse against his Employing Company, Mirant, the Plan, and the Trust for
payment of benefits to the extent the Trust so provides.

         5.7 Mirant Guarantee. If the Company fails or refuses to make payments
under the Plan, Participants employed by the Company may have the right to
obtain payment by Mirant pursuant to the terms of the "Guarantee Agreement
Concerning Southern Energy Resources, Inc. Compensation and Benefit
Arrangements" entered into by the Company and Mirant. A Participant's right to
payment is not increased as a result of this Guarantee. Participants have the
same right to payment from Mirant as they have from the Company. Any demand to
enforce this Guarantee should be made in writing and should reasonably and
briefly specify the manner and the amount the Company has failed to pay. Such
writing given by personal delivery or mail shall be effective upon actual
receipt. Any writing given by telegram or telecopier shall be effective upon
actual receipt if received during Mirant's normal business hours, or at the
beginning of the next business day after receipt, if not received during
Mirant's normal business hours. All arrivals by telegram or telecopier shall be
confirmed promptly after transmission in writing by certified mail or personal
delivery.

         5.8 Change in Control. The provisions of the Change in Control Benefit
Plan Determination Policy are incorporated herein by reference to determine the
occurrence of a change in control or preliminary change in control of Mirant,
the benefits to be provided hereunder and the funding of the Trust in the event
of such a change in control. Any modifications to the Change in Control Benefit
Plan Determination Policy are likewise incorporated herein.

                           ARTICLE VI - MISCELLANEOUS

         6.1 Assignment. Neither the Participant, his Beneficiary, nor his legal
representative shall have any rights to sell, assign, transfer or otherwise
convey the right to receive the payment of any Pension Benefit or Non-Pension
Benefit due hereunder, which payment and the right thereto are expressly
declared to be nonassignable and nontransferable. Any attempt to assign or
transfer the right to payment under the Plan shall be null and void and of no
effect.


                                       10

<PAGE>




         6.2 Amendment and Termination. Except for the provisions of Section 5.8
hereof, which may not be amended following a "Change in Control," as defined in
the Change in Control Benefit Plan Determination Policy, the Plan may be amended
or terminated at any time by the Board of Managers, provided that no amendment
or termination shall cause a forfeiture or reduction in any benefits accrued as
of the date of such amendment or termination. The Plan may also be amended by
the Committee (a) if such amendment does not involve a substantial increase in
cost to the Employing Companies, 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.

         6.3 No Guarantee of Employment. Participation hereunder shall not be
construed as creating any contract of employment between the Employing Company
and a Participant, nor shall it limit the right of the Employing Companies to
suspend, terminate, alter, or modify, whether or not for cause, the employment
relationship between the Employing Company and a Participant.

         6.4 Construction. This Plan shall be construed in accordance with and
governed by the laws of the State of Georgia, to the extent such laws are not
otherwise superseded by the laws of the United States.

         IN WITNESS WHEREOF, the Plan has been executed by a duly authorized
officer of Mirant Services, LLC, pursuant to resolutions of the Board of
Managers of the Company, this 28th day of March, 2001, to be effective as
provided herein.


                                       11

<PAGE>



                                                                   EXHIBIT 10.58


                             FIRST AMENDMENT TO THE
                                 MIRANT SERVICES
                            SUPPLEMENTAL BENEFIT PLAN



         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Supplemental Benefit Plan (the "Plan"), effective January 1,
2001 to provide certain retirement and other deferred compensation benefits
primarily for a select group of management or highly compensated employees; and

         WHEREAS, pursuant to Section 6.2 of the Plan, the Board of Managers of
the Company (the "Board") has the authority to amend the Plan; and

         WHEREAS, the Board has delegated its authority to amend the Plan,
provided such amendment does not have a material effect on the cost of the Plan,
to the Americas Benefits Committee (the "Committee"); and

         WHEREAS, the Committee desires to change the valuation date of
Participants' Accounts for purposes of determining the amount of distribution
upon termination from the last business day of the calendar quarter in which the
Participant terminates to the last business day of the month in which the
Participant terminates; and

         WHEREAS, the Committee has determined that the above amendment would
not have a material effect on the cost of the Plan.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as of March 1, 2002:

                                       I.

         Section 5.3(b) of the Plan shall be amended by deleting such subsection
in its entirety and replacing it with the following new Section 5.3(b):

                  (b) When a Participant terminates his employment with the
         Employing Company (including any subsidiaries or affiliates thereof),
         said Participant shall be entitled to receive the market value of any
         shares of Phantom Common Stock (and fractions thereof) reflected in his
         Account in a single 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 of the month in which the
         Participant terminates; provided, however, if the Participant
         terminates within five (5) business days prior to the last day of such
         month, the Participant's Account may be valued as of the last business
         day of the following month, at the Committee's discretion. Such
         distribution shall be paid in a single lump sum cash payment as soon as



<PAGE>




         administratively practicable following the valuation date. With regard
         to any distribution made under this Article, the market value of any
         shares of Phantom Common Stock credited to a Participant's Account
         shall be based on the Sales Price. No portion of a Participant's
         Account shall be distributed in Common Stock.


                                       II.

         Section 5.3(c) of the Plan shall be amended by deleting such subsection
in its entirety and replacing it with the following new Section 5.3(c):

                  (c) In the event a Participant elects to receive the
         distribution of his Account in annual installments, the Participant's
         Account and the first payment shall be valued as of the last business
         day of the month in which the Participant terminates; provided,
         however, if the Participant terminates within five (5) business days
         prior to the last day of such month, the Participant's Account may be
         valued as of the last business day of the following month, at the
         Committee's discretion. Each subsequent annual payment shall be an
         amount equal to the balance in the Participant's Account as of the
         valuation date, divided by the number of the remaining annual payments.
         Installment payments shall be paid in a single lump sum cash payment as
         soon as administratively practicable following the valuation date.
         Installments shall equal the balance in the Participant's Account
         taking into account the tax due under the Federal Insurance
         Contributions Act divided by the number of annual installment payments.


                                      III.

         Section 5.3(f) of the Plan shall be amended by deleting such subsection
in its entirety and replacing it with the following new Section 5.3(f):

                  (f) Notwithstanding the foregoing provisions of this Section
         5.3, if a Participant or Beneficiary becomes entitled to a payment of
         his Account balance and such Account balance does not exceed $5,000,
         said Participant shall receive the market value of any shares of
         Phantom Common Stock (and fractions thereof) reflected in his Account
         in a single lump sum distribution. The Participant's Account shall be
         valued as of the last business day of the month in which the
         Participant terminates; provided, however, if the Participant
         terminates within five (5) business days prior to the last day of such
         month, the Participant's Account may be valued as of the last business
         day of the following month, at the Committee's discretion. Payments
         shall be paid in a single lump sum cash payment as soon as
         administratively practicable following the valuation date.


                                        2

<PAGE>




                                       IV.

         All parts of the Plan not inconsistent here with are hereby ratified
and confirmed.

         IN WITNESS WHEREOF, Mirant Services, LLC, through its duly authorized
officer pursuant to a unanimous consent of the Committee dated March 5, 2002,
has adopted this First Amendment to the Mirant Services Supplemental Benefit
Plan, this 5th day of March, 2002 to be effective March 1, 2002.


                                        MIRANT SERVICES, LLC:



                                        By:      /s/ Dianne W. Davenport
                                           --------------------------------
                                                 Dianne W. Davenport




                                        3

<PAGE>



                                                                   EXHIBIT 10.59



                                 MIRANT SERVICES
                         SUPPLEMENTAL COMPENSATION PLAN















<PAGE>




                                 MIRANT SERVICES
                         SUPPLEMENTAL COMPENSATION PLAN

                                     PURPOSE

         This Mirant Services Supplemental Compensation Plan is intended to
compensate a specific group of Employees for their loss of eligibility for
benefits under the Mirant Services Supplemental Executive Retirement Plan and
the Mirant Services Supplemental Benefit Plan following the spin-off of Mirant
Corporation from The Southern Company. This Plan is not intended to be governed
by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), as
either a welfare benefit plan or a pension plan. It is intended to be a bonus
program as such term is defined in the regulations under ERISA at 29 C.F.R. ss.
2510.3-2(c).

                             ARTICLE I - DEFINITIONS

         For purposes of the Plan, the following terms when capitalized shall
have the following meanings unless a different meaning is plainly required by
the context:

         1.1      "Administrative Committee" shall mean the committee designated
under Article II.

         1.2 "Beneficiary" shall mean any person, estate, trust or organization
designated by a Participant to receive payment of the Participant's interest in
any Bonus outstanding but unpaid upon the death of such Participant.

         1.3      "Board" or "Board of Managers" shall mean the board of
managers of the Company.

         1.4      "Bonus" shall mean an award to a Participant under the
provisions, conditions and restrictions of Articles IV and V of this Plan

         1.5 "Change in Control Benefit Plan Determination Policy" shall mean
the Change in Control Benefit Plan Determination Policy, as approved by the
Board, as it may be amended from time to time in accordance with the provisions
therein.

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

         1.7      "Effective Date" shall mean the "Group Status Change Date" as
defined in the Employee Matters Agreement entered into between Mirant (f/k/a
Southern Energy, Inc.) and The Southern Company.

         1.8 "Employee" shall mean each common law employee of an Employing
Company, excluding any person represented by a collective bargaining agent.

         1.9 "Employing Company" shall mean the Company, any United States
subsidiary or affiliate of Mirant and any other subsidiary or affiliate of
Mirant which the Board may from time to time determine to bring under the Plan
and which shall adopt the Plan, and any successor of any of them.


                                        2

<PAGE>




         1.10 "Good Reason" shall mean, without a Participant's express written
consent, after written notice to his Employing Company, and after a thirty (30)
day opportunity for the Participant's Employing Company to cure, the continuing
occurrence of any of the following events:


                  (a)      Inconsistent Duties. A meaningful and detrimental
alteration in the Participant's position or in the nature or status of his or
her responsibilities from those in effect immediately prior to the Effective
Date;

                  (b) Reduced Salary. A reduction of five percent (5%) or more
by the Employing Company in either of the following: (i) the Participant's
annual base salary rate for the twelve month period immediately preceding the
Effective Date ("Base Salary") (except for a less than ten percent (10%),
across-the-board Base Salary reduction similarly affecting at least ninety-five
percent (95%) of all Participants who are Employees of the Employing Company);
or (ii) the sum of the Participant's Base Salary plus target bonus under his or
her Employing Company's short term bonus plan as in effect as of the Effective
Date (except for a less than ten percent (10%), across-the-board reduction of
Base Salary plus target bonus under such short term plan similarly affecting at
least ninety-five percent (95%) of all Participants who are Employees of the
Employing Company);

                  (c) Compensation Plans. The failure by the Employing Company
to continue in effect any "compensation plan or agreement" in which a
Participant participates as of the Effective Date or the elimination of the
Participant's participation in any such plan, (except for across-the-board plan
changes or terminations similarly affecting at least ninety-five percent (95%)
of all Participants who are Employees of the Employing Company);

                  For purposes of this Section 1.10(c), the "compensation plan
or agreement" shall mean any written arrangement executed by an authorized
officer of the Employing Company which provides for periodic, non-discretionary
compensatory payments to employees in the nature of bonuses.

                  (d) Relocation. A change in a Participant's work location to a
location more than fifty (50) miles from the facility where the Participant was
located on the Effective Date, unless such new work location is within fifty
(50) miles from the Participant's principal place of residence on the Effective
Date. The acceptance, if any, by a Participant of employment by an Employing
Company at a work location which is outside the fifty mile radius set forth in
this Section 1.10(d) shall not be a waiver of the Participant's right to refuse
subsequent transfer by an Employing Company to a location which is more than
fifty (50) miles from the Participant's principal place of residence on the
Effective Date, and such subsequent, unconsented transfer shall be "Good Reason"
under this Plan; or

                  (e) Benefits and Perquisites. The taking of any action by the
Employing Company that would directly or indirectly materially reduce the
benefits enjoyed by a Participant under the Employing Company's retirement, life
insurance, medical, health and accident, disability, deferred compensation or
savings plans in which the Participant was participating as of the Effective
Date, or the failure by the Employing Company to provide a Participant with the
number of paid vacation days to which the Participant is entitled on the basis
of years of service


                                        3

<PAGE>




with the Employing Company in accordance with the Employing Company's normal
vacation policy in effect as of the Effective Date (except for across-the-board
plan or vacation policy changes or plan terminations similarly affecting at
least ninety-five percent (95%) of all Participants who are Employees of the
Employing Company).

         1.11     "Mirant" shall mean Mirant Corporation, its successors and
assigns.

         1.12 "Mirant SBP" shall mean the Mirant Services Supplemental Benefit
Plan, as from time to time amended.

         1.13 "Mirant SERP" shall mean the Mirant Services Supplemental
Executive Retirement Plan, as from time to time amended.

         1.14     "Participant" shall mean an Employee eligible to receive a
Bonus pursuant to Article III.

         1.15 "Plan" shall mean this Mirant Services Supplemental Compensation
Plan, as amended from time to time.

         1.16     "Plan Year" shall mean the calendar year.

         1.17 "Present Value" shall mean the amount calculated using seven and
one-half percent (7 1/2%) interest and the 1983 Group Annuity Mortality Table
with male and female rates averaged.

         1.18 "Termination for Cause" or "Cause" shall mean the termination of a
Participant's employment by an Employing Company under any of the following
circumstances:

                  (a) The Participant willfully neglects or refuses to discharge
his or her duties to the Employing Company as an employee or refuses to comply
with any lawful or reasonable instructions given to him or her by the Employing
Company or its designee without a reasonable excuse;

                  (b)      The Participant is guilty of gross misconduct. For
purposes of this Plan, the following acts shall constitute gross misconduct:

                           (i)      any act involving fraud or dishonesty or
                  breach of appropriate regulations of competent authorities;

                           (ii) the carrying out of any activity or the making
                  of any statement which would prejudice or impair the good name
                  and standing of Mirant, its subsidiaries or affiliates or
                  would bring Mirant, its subsidiaries or affiliates into
                  contempt, ridicule or would reasonably shock or offend any
                  community in which Mirant, its subsidiaries or affiliates are
                  located;


                                        4

<PAGE>




                           (iii) attendance at work in a state of intoxication
                  or otherwise being found in possession at his or her workplace
                  of any prohibited drug or substance, possession of which would
                  amount to a criminal offense;

                           (iv)     assault or other act of violence against any
                  employee or other person during the course of the
                  Participant's employment; and

                           (v)      conviction of any felony or misdemeanor
                  involving moral turpitude.

         Where the context requires, words in the masculine gender shall include
the feminine and neuter genders, words in the singular shall include the plural,
and words in the plural shall include the singular.

                        ARTICLE II - PLAN ADMINISTRATION

         2.1 Administrative Committee. The general administrative functions of
the Plan shall be managed by the Administrative Committee appointed by the Board
of Managers. The initial members of the Administrative Committee shall be the
members of the Company's Americas Benefits Committee. Administrative Committee
members shall serve at the pleasure of the Board of Managers and may be removed
and appointed as the Board of Managers in its sole discretion shall determine.

         2.2 Powers. The Administrative Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out the
provisions of the Plan more particularly set forth herein. The Administrative
Committee shall have the discretionary authority to interpret the Plan and shall
determine all questions arising in the administration, interpretation and
application of the Plan. Any such determination by it shall be conclusive and
binding on all persons. It may adopt such regulations as it deems desirable for
the conduct of its affairs. It may appoint such accountants, counsel, actuaries,
specialists and other persons as it deems necessary or desirable in connection
with the administration of this Plan, and shall be the agent for the service of
process.

         2.3      Duties of the Administrative Committee.

                  (a) The Administrative Committee is responsible for the daily
administration of the Plan. It may appoint other persons or entities to perform
any of its fiduciary functions. The Administrative Committee and any such
appointee may employ advisors and other persons necessary or convenient to help
it carry out its duties, including its fiduciary duties. The Administrative
Committee shall have the right to remove any such appointee from his position.
Any person, group of persons or entity may serve in more than one fiduciary
capacity.

                  (b) The Administrative Committee shall maintain accurate and
detailed records of Participants and of their rights under the Plan and of all
receipts, disbursements, transfers and other transactions concerning the Plan.
Such accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by persons designated by the
Administrative Committee.

                  (c)      The Administrative Committee shall take all steps
necessary to ensure that the Plan complies with the law at all times. These
steps shall include such items as the preparation and




                                        5

<PAGE>




filing of all documents and forms required by any governmental agency;
maintaining adequate Participants' records; recording and transmission of all
notices required to be given to Participants and their Beneficiaries; securing
of such fidelity bonds as may be required by law; and doing such other acts
necessary for the proper administration of the Plan. The Administrative
Committee shall keep a record of all of its proceedings and acts, and shall keep
all such books of account, records and other data as may be necessary for proper
administration of the Plan.

         2.4 Indemnification. The Employing Companies shall indemnify the
Administrative Committee against any and all claims, losses, damages, expenses
and liability arising from an action or failure to act, except when the same is
finally judicially determined to be the result of gross negligence or willful
misconduct. The Employing Companies may purchase at their own expense sufficient
liability insurance for the Administrative Committee to cover any and all
claims, losses, damages and expenses arising from any action or failure to act
in connection with the execution of the duties of the Administrative Committee.
No member of the Administrative Committee shall receive any compensation from
the Plan for his or her service as such.

                            ARTICLE III - ELIGIBILITY

         Employees earning annual base compensation of $100,000 or more, but
less than $140,000, on the Effective Date of the Plan (who shall be listed by
the Administrative Committee on Appendix A to the Plan) shall be eligible for
Bonuses. The Plan is not intended to provide benefits of any kind to any other
Employees, including without limitation, anyone hired after the Effective Date
and anyone whose compensation falls within the above salary range after the
Effective Date.

                              ARTICLE IV - BONUSES

         4.1      Amount of Bonus. Participants shall receive, subject to
Sections 4.2 and 5.3, a Bonus equal to the sum of the following amounts:

                  (a) the Present Value of the amount of "Pension Benefit" under
the Mirant SBP determined as of the Participant's normal retirement age and the
Present Value of the amount under the Mirant SERP determined as of the
Participant's normal retirement age, which the Participant would have accrued as
of December 31, 2005 had the Participant been eligible to participate in such
plans through such date and was eligible to participate in the Pension Plan for
the entire period; and

                  (b) the amount of "Non-Pension Benefit" under the Mirant SBP
which the Participant would have been entitled to receive had the Participant
been eligible to participate in the Mirant SBP during the period from the
Effective Date through December 31, 2005.

                  The terms and provisions of the Mirant SERP and the Mirant SBP
are hereby incorporated into the Plan to the extent necessary to determine a
Participant's Bonus hereunder.

         4.2      Forfeiture of Bonus. In the event that (a) a Participant's
employment by an Employing Company is terminated for Cause, or (b) a Participant
voluntarily terminates his or her employment for any reason other than for Good
Reason, the amount of any outstanding but


                                        6

<PAGE>




unpaid Bonus shall be forfeited and no Employing Company shall have any further
obligations to such Participant under this Plan.

         4.3 Coordination with Eligibility for Mirant SERP and Mirant SBP. In
the event that a Participant becomes eligible to participate in the Mirant SERP
and the Mirant SBP on or before December 31, 2005, the amount of the
Participant's Bonus will be equal to the amount determined under Section 4.1(b)
only, and shall be paid on or before the last day of the calendar quarter
following the calendar quarter in which the Participant becomes eligible to
participate in the Mirant SERP and the Mirant SBP. The amount of any outstanding
but unpaid Bonus determined under Section 4.1(a) shall be forfeited. No
Employing Company shall have any further obligation to such Participant under
this Plan.

         4.4 Change in Control. The provisions of the Change in Control Benefit
Plan Determination Policy are incorporated herein by reference to determine the
occurrence of a "Change in Control" of Mirant Corporation and the benefits to be
provided hereunder in the event of such a change in control. Any modifications
to the Change in Control Benefit Plan Determination Policy are likewise
incorporated herein.

                           ARTICLE V - BONUS PAYMENTS

         5.1 Payment. Bonuses shall be paid in a single lump sum cash payment on
or before March 31, 2006, unless paid at an earlier time as provided in this
Article V.

         5.2 Acceleration of Payment. In the event that (a) an Employing Company
terminates a Participant's employment other than for Cause, (b) a Participant
voluntarily terminates his or her employment with an Employing Company for Good
Reason, or (c) a Participant retires under the terms of the Mirant Services
Pension Plan on or before December 31, 2005, the amount of any outstanding but
unpaid Bonus shall be determined as of the date the Participant's employment
terminates or the date the Participant retires and shall be paid in a single
lump sum cash payment on or before the last day of the calendar quarter
following the calendar quarter in which the Participant's employment terminates
or he or she retires.

         5.3 Payment Upon Disability. In the event a Participant's employment
with an Employing Company terminates due to his or her becoming totally
disabled, as determined by the Administrative Committee, during the period from
the Effective Date through December 31, 2005, the amount of the Participant's
Bonus shall be determined as of the date of total disability and shall be paid
in a single lump sum cash payment on or before the last day of the calendar
quarter following the calendar quarter in which the Administrative Committee
determines that the Participant is totally disabled.

         5.4 Payment Upon Death. In the event a Participant dies during the
period from the Effective Date through December 31, 2005, the amount of the
Participant's Bonus shall be determined as of the date of death and shall be
paid to his or her Beneficiary in a single lump sum cash payment on or before
the last day of the calendar quarter following the later of: (a) the calendar
quarter in which the Participant's death occurs, or (b) the calendar quarter in
which the Administrative Committee is provided proof of such Participant's
death. In the event a Participant dies on or after December 31, 2005 with a
Bonus outstanding but unpaid, the amount


                                        7

<PAGE>




of such Bonus shall be paid to his or her Beneficiary in a single lump sum cash
payment on or before the last day of the quarter following the later of: (a) the
calendar quarter in which the Participant's death occurs, or (b) the calendar
quarter in which the Administrative Committee is provided proof of such
Participant's death.

         5.5 Mirant Corporation Guarantee. If the Company fails or refuses to
make payments under the Plan, Participants may have the right to obtain payment
by Mirant pursuant to the terms of the "Guarantee Agreement Concerning Southern
Energy Resources, Inc. Compensation and Benefit Arrangements" entered into by
the Company and Mirant Corporation. A Participant's right to payment is not
increased as a result of this Mirant Guarantee. Participants have the same right
to payment from Mirant as they have from the Company. Any demand to enforce this
Mirant Guarantee should be made in writing and should reasonably and briefly
specify the manner and the amount the Company has failed to pay. Such writing
given by personal delivery or mail shall be effective upon actual receipt. Any
writing given by telegram or telecopier shall be effective upon actual receipt
if received during Mirant's normal business hours, or at the beginning of the
next business day after receipt, if not received during Mirant's normal business
hours. All arrivals by telegram or telecopier shall be confirmed promptly after
transmission in writing by certified mail or personal delivery.

                      ARTICLE VI - MISCELLANEOUS PROVISIONS

         6.1 No Assignment. No Participant shall commute, sell, assign, transfer
or otherwise convey the right to receive any payments under this Plan, which
payments and the rights thereto are expressly declared to be nonassignable and
nontransferable. Any attempt to assign or transfer the right to any payment
under this Plan shall be void and have no effect.

         6.2 Source of Distributions. No Employing Company shall reserve or
otherwise set aside funds for the payment of Bonuses under this Plan and the
Participants shall be general and unsecured creditors of the Employing Companies
with respect to any payments under this Plan.

         6.3 Amendment and Termination. Except for the provisions of Section 4.3
hereof, which may not be amended following a "Change in Control," as defined in
the Change in Control Benefit Plan Determination Policy, the Plan may be
amended, modified, or terminated by the Board of Managers in its sole discretion
at any time and from time to time. However, no amendment or termination shall
cause a forfeiture or reduction in any accrued benefits as of the date of such
amendment or termination. This Plan shall terminate on March 31, 2006, unless
earlier terminated by the Board of Managers.

         6.4 Other Compensation. The Bonuses made in accordance with this Plan
are in addition to any other benefits or compensation to which a Participant may
be entitled or for which he or she may be eligible, whether funded or unfunded,
by reason of his or her employment with any Employing Company, except as
provided in Section 4.2.

         6.5 Payment of Taxes. There shall be deducted from each payment under
this Plan the amount of any tax required by any governmental authority to be
withheld and paid over by an Employing Company to such governmental authority
for the account of the person entitled to such distribution.


                                        8

<PAGE>




         6.6 Participants Bound by Terms of Plan. Calculations under this Plan
shall be made by the Administrative Committee, subject to the review of the
Board of Managers, and each Participant and Beneficiary shall be bound by such
calculations and the terms and conditions of this Plan.

         6.7      Governing Law. This Plan, and all its rights under it, shall
be governed by and construed in accordance with the laws of the State of
Georgia.

         IN WITNESS WHEREOF, Mirant Services, LLC hereby adopts the Mirant
Services Supplemental Compensation Plan this 28th day of March, 2001.


                                        9

<PAGE>



                                                                   EXHIBIT 10.60


                             FIRST AMENDMENT TO THE
                                 MIRANT SERVICES
                         SUPPLEMENTAL COMPENSATION PLAN


         WHEREAS, on March 28, 2001, Mirant Services, LLC (the "Company")
adopted the Mirant Services Supplemental Compensation Plan (the "Plan"), to
compensate a specific group of Employees for their loss of eligibility for
benefits under the Mirant Services Supplemental Executive Retirement Plan and
the Mirant Services Supplemental Benefit Plan following the spin-off of Mirant
Corporation from The Southern Company; and

         WHEREAS, pursuant to Section 6.3 of the Plan, the Board of Managers of
the Company (the "Board") has the authority to amend the Plan; and

         WHEREAS, the Board has delegated its authority to amend the Plan,
provided such amendment does not have a material effect on the cost of the Plan,
to the Americas Benefits Committee (the "Committee"); and

         WHEREAS, the Committee desires to change the valuation date of the
"non-pension benefit" portion of Participants' Bonuses under the Plan for
purposes of determining the amount of distribution of such "non-pension benefit"
upon termination from the last business day of the calendar quarter in which the
Participant terminates to the last business day of the month in which the
Participant terminates; and

         WHEREAS, the Committee has determined that the above amendment would
not have a material effect on the cost of the Plan.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as of March 1, 2002:

                                       I.

         Section 4.3 of the Plan shall be deleted in its entirety and replaced
with the following new Section 4.3:

                  4.3 Coordination with Eligibility for Mirant SERP and Mirant
         SBP. In the event that a Participant becomes eligible to participate in
         the Mirant SERP and the Mirant SBP on or before December 31, 2005, the
         amount of the Participant's Bonus will be equal to the amount
         determined under Section 4.1(b) only, and shall be valued as of the
         last business day of the month in which the Participant becomes
         eligible to participate in the Mirant SERP and the Mirant SBP;
         provided, however, if the Participant becomes so eligible to
         participate in the Mirant SERP and the Mirant SBP within five (5)
         business days prior to the last day of such



<PAGE>




         month, the Participant's Bonus under this Section 4.3 may be valued as
         of the last business day of the following month, at the Committee's
         discretion. The Bonus under this Section 4.3 shall be paid in a single
         lump sum cash payment as soon as administratively practicable following
         the valuation date. The amount of any outstanding but unpaid Bonus
         determined under Section 4.1(a) shall be forfeited. No Employing
         Company shall have any further obligation to such Participant under
         this Plan.


                                       II.

         Section 5.2 of the Plan shall be deleted in its entirety and replaced
with the following new Section 5.2:

                  5.2 Acceleration of Payment. In the event that (a) an
         Employing Company terminates a Participant's employment other than for
         Cause, (b) a Participant voluntarily terminates his or her employment
         with an Employing Company for Good Reason, or (c) a Participant retires
         under the terms of the Mirant Services Pension Plan on or before
         December 31, 2005, the amount of any outstanding but unpaid Bonus, as
         determined under subsection 4.1(a), shall be determined as of the date
         the Participant's employment terminates or the date the Participant
         retires and shall be paid in a single lump sum cash payment on or
         before the last day of the calendar quarter following the calendar
         quarter in which the Participant's employment terminates or he or she
         retires. The amount of any outstanding but unpaid Bonus, as determined
         under subsection 4.1(b), shall be valued as of the last day of the
         month in which the Participant's employment terminates or the date the
         Participant retires; provided, however, if the Participant terminates
         or retires within five (5) business days prior to the last day of such
         month, the Participant's Bonus under Section 4.1(b) may be valued as of
         the last business day of the following month, at the Committee's
         discretion. The Bonus under Section 4.1(b) shall be paid in a single
         lump sum cash payment as soon as administratively practicable following
         the valuation date.


                                      III.

         All parts of the Plan not inconsistent here with are hereby ratified
and confirmed.


                                        2


<PAGE>





         IN WITNESS WHEREOF, Mirant Services, LLC, through its duly authorized
officer pursuant to a unanimous consent of the Committee dated March 5, 2002,
has adopted this First Amendment to the Mirant Services Supplemental
Compensation Plan, this 5th day of March, 2002 to be effective March 1, 2002.


                                         MIRANT SERVICES, LLC:



                                         By:      /s/ Dianne W. Davenport
                                            --------------------------------
                                                  Dianne W. Davenport


                                        3

<PAGE>
                                                                EXHIBIT 10.61
                             FIRST AMENDMENT TO THE
                              AMENDED AND RESTATED
                                 MIRANT SERVICES
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Supplemental Executive Retirement Plan (the "Plan"), effective
June 25, 1998, and subsequently amended and restated effective as of April 2,
2001 as a result of the spin-off of Mirant Corporation from the Southern
Company; and

         WHEREAS, the Board of Managers of the Company (the "Board") desires to
amend the Plan to limit the amount of short-term incentive payments included in
the definitions of "Affiliated Employer Incentive Pay" and "Incentive Pay" for
purposes of determining benefits under the Plan; and

         WHEREAS, the Board is authorized pursuant to Section 6.2 of the Plan to
amend the Plan at any time.

         NOW, THEREFORE, the Board hereby amends the Plan as follows, to be
effective as of June 1, 2001:

                                       I.

         Section 2.4 of the Plan shall be deleted in its entirety and replaced
with the following new Section 2.4:

                 2.4 "Affiliated Employer Incentive Pay" shall mean such
         incentive pay paid to a Participant by an Affiliated Employer which the
         Administrative Committee shall from time to time identify as incentive
         pay under the Plan, including but not limited to any incentive pay paid
         under the Omnibus Plan, to the extent such payments do not exceed 150%
         of the Participant's base pay (as determined for purposes of Section
         2.5 herein); provided, however, any payment received by the Employee
         under the Mirant Services Supplemental Compensation Plan shall be
         specifically excluded.

                                       II.

         Section 2.12 of the Plan shall be deleted in its entirety and replaced
with the following new Section 2.12:

                 2.12 "Incentive Pay" shall mean those short-term incentive
         awards, if any, earned by an Employee under the terms of the Omnibus
         Plan, and such other incentive awards as may be approved from time to

<PAGE>

         time by the Board of Managers, to the extent such payments do not
         exceed 150% of the Participant's base pay (as determined for purposes
         of Section 2.5 herein); provided, however, any payment received by the
         Employee under the Mirant Services Supplemental Compensation Plan shall
         be specifically excluded.

                                      III.

         Except as amended herein by this First Amendment, the Plan shall remain
in full force and effect as amended and restated by the Company prior to the
adoption of this First Amendment.


<PAGE>
                                                                 EXHIBIT 10.62

                             SECOND AMENDMENT TO THE
                              AMENDED AND RESTATED
                                 MIRANT SERVICES
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



         WHEREAS, Mirant Services, LLC (the "Company") heretofore adopted the
Mirant Services Supplemental Executive Retirement Plan (the "Plan"), effective
June 25, 1998, and subsequently amended and restated the Plan effective as of
April 2, 2001; and

         WHEREAS, the Board of Mangers has delegated its authority to amend the
Plan, provided such amendment does not have a material effect on the cost of the
Plan, to the Americas Benefits Committee (the "Committee"); and

         WHEREAS, the Committee desires to amend the Plan to change the
definition of "Incentive Pay" to use the incentive pay actually paid during a
Plan Year rather than the incentive pay earned during the Plan Year and to
include incentive pay which would have been paid during a Plan Year but for its
deferral under the Mirant Services Deferred Compensation Plan for Directors and
Select Employees; and

         WHEREAS, the Committee desires to change the calculation of Average
Monthly Earnings to deem a base rate of pay for the year of the retirement; and

         WHEREAS, the Committee desires to change the limit on incentive pay
taken into account under the plan from 150% to 200% of the Participant's base
pay; and

         WHEREAS, the Committee has determined that the above amendments would
not have a material effect on the cost of the Plan.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as of January 1, 2002:

                                       I.

         Section 2.4 of the Plan shall be deleted in its entirety and replaced
with the following new Section 2.4:

                  2.4 "Affiliated Employer Incentive Pay" shall mean such
         incentive pay paid (or which would have been paid except for the
         deferral of such amounts under the Mirant Services Deferred
         Compensation Plan for Directors and Select Employees or any successor
         plan) to a Participant by an Affiliated Employer which the

<PAGE>

         Administrative Committee shall from time to time identify as incentive
         pay under the Plan, including but not limited to any incentive pay paid
         under the Omnibus Plan, to the extent such payments do not exceed 200%
         of the Participant's base pay (as determined for purposes of Section
         2.5 herein); provided, however, any payment received by the Participant
         under the Mirant Services Supplemental Compensation Plan shall be
         specifically excluded.

                                       II.

         Section 2.12 of the Plan shall be deleted in its entirety and replaced
with the following new Section 2.12:

                  2.12 "Incentive Pay" shall mean those short-term incentive
         awards, if any, paid (or which would have been paid except for the
         deferral of such amounts under the Mirant Services Deferred
         Compensation Plan for Directors and Select Employees or any successor
         plan) to a Participant under the terms of the Omnibus Plan and such
         other incentive awards as may be approved from time to time by the
         Board of Managers, to the extent such payments do not exceed 200% of
         the Participant's base pay (as determined for purposes of Section 2.5
         herein); provided, however, any payment received by the Participant
         under the Mirant Services Supplemental Compensation Plan shall be
         specifically excluded.

                                      III.

         Section 5.1(b) shall be deleted in its entirety and replaced with the
following new Section 5.1(b):

                  (b) For purposes of Section 5.1(a)(1), the Participant's
         Average Monthly Earnings shall be calculated based on the Participant's
         Earnings that are considered under the Pension Plan in calculating his
         Retirement Income, but without regard to the limitation of Section
         401(a)(17) of the Code, and including the following additional amounts:

                           (1) any portion of such Participant's base pay that
                  he may have elected to defer under the Mirant Corporation
                  Deferred Compensation Plan for Directors and Select Employees,
                  or any successor plan, during the applicable Plan Year;

                           (2) any Incentive Pay or Affiliated Employer
                  Incentive Pay that was paid (or which would have been paid
                  except for the deferral of such amounts under the Mirant
                  Services Deferred Compensation Plan for Directors and Select
                  Employees or any successor plan) during the applicable Plan
                  Year in excess of the Participant's Base Pay Percentage for
                  such Plan Year; and

                           (3) for the Plan Year after the year of the
                  Participant's termination of employment, a Participant shall

<PAGE>

                  be deemed to have Earnings equal to the Earnings that he had
                  under the Pension Plan during the year of the Participant's
                  termination of employment, but without regard to the
                  limitations of Section 401(a)(17) of the Code and including
                  the additional amounts in Section 5.1(b)(2) for the Plan Year
                  after the year of the Participant's termination of employment
                  but excluding any such amounts under Section 5.1(b)(2) for the
                  year of the Participant's termination of employment and
                  excluding any amounts paid from the Mirant Corporation
                  Deferred Compensation Plan for Directors and Select Employees.

                  In addition, to determine the Plan Years which produce the
         highest monthly average to calculate Average Monthly Earnings under the
         Plan, a Participant's Earnings shall include those additional amounts
         provided for in this Section 5.1(b).

                                      III.

         The Accrued SERP Benefit as of the date of this Amendment shall be
protected as provided in Section 6.2 of the Plan.

                                       IV.

         Except as amended herein by this Second Amendment, the Plan shall
remain in full force and effect as amended by the Company prior to the adoption
of this Second Amendment.

<PAGE>

                                                                EXHIBIT 10.63


                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  effective  as of the 1st day of
October,  1999, between SOUTHERN ENERGY RESOURCES,  INC., a Delaware corporation
having its principal  place of business in Atlanta,  Georgia  ("Employer"),  and
DOUGLAS L. MILLER ("Employee").

                                   WITNESSETH:

     WHEREAS,  Employer desires to employ Employee upon the terms and subject to
the  conditions  hereinafter  set forth,  and  Employee  desires to accept  such
employment;

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

     1.  Employment.  Subject  to the terms and  conditions  of this  Agreement,
Employer shall employ Employee and Employee hereby accepts such employment.

     2. Term. The term of this Agreement shall be for a period of five (5) years
from the date first  above  written  ("Term"),  unless  terminated  pursuant  to
Paragraph 9 or 10 of this Agreement.

     3. Position And Duties.

          a. Position. Employee shall serve as Senior Vice President and General
     Counsel and shall perform the duties and exercise the powers of chief legal
     counsel to Employer and Southern  Energy,  Inc.  reporting  directly to the
     Senior Vice President and General  Counsel of Southern  Company,  and shall
     perform such other duties and exercise such other powers in connection with
     such  position  which may from time to time be  reasonably  assigned  to or
     vested  in him by  Employer.  Employee  shall  be a  member  of  Employer's
     Management Council.

          b. Full Time Efforts. Employee shall perform and discharge faithfully,
     diligently and to the best of his ability such duties and  responsibilities
     and shall devote his full-time business efforts to the business and affairs
     of Employer.
<PAGE>

          C. No  Interference  With  Duties.  Employee  shall not devote time to
     other  activities  such as would  inhibit or otherwise  interfere  with the
     proper  performance of his duties,  and shall not be directly or indirectly
     concerned or  interested in any other  occupation,  activity or interest in
     any business  whatsoever other than (i) by reason of holding an interest as
     a  minority  shareholder,  securities  or a  debenture  holder in a company
     quoted on a recognized  stock  exchange or owning a minority  interest as a
     passive investor in non-energy related assets, businesses or entities, (ii)
     by engaging in reasonable  volunteer services for charitable,  educational,
     trade or civic  organizations,  (iii) by reason of investing  his assets in
     such form or manner as will not require a material  amount of his  services
     in the operations of the businesses in which such investments are made, and
     which is not an investment in a Competitor  (as  hereinafter  defined),  or
     (iv) with the  consent  of the  Governance  Committee  of  Employer  or its
     designee.  4. Work  Standard.  Employee  hereby  agrees that he will at all
     times comply with and abide by all terms and  conditions  set forth in this
     Agreement, and all applicable work policies, procedures and rules as may be
     issued by Employer.

     5. Compensation.

          a. Base Salary.  Subject to the terms and conditions set forth in this
     Agreement, Employer shall pay Employee, and Employee shall accept, a salary
     ("Base Salary") at the per annum rate of $250,000 for all services rendered
     during the Term.  Base Salary  shall be reviewed  no less  frequently  than
     annually and may be increased by Employer to reflect performance and market
     value of the  position,  subject to the  approval of the  Southern  Company
     General  Counsel and the review of the  Employer's  President.  Base Salary
     shall be paid in accordance with Employer's normal payroll  procedures.

          b. Bonus.  Employer shall pay Employee a "signing bonus" in the amount
     of $25,000 upon the  commencement of the Term of this Agreement.  Beginning
     in 2000, Employee shall participate in Employer's Short Term Incentive Plan
     with a target  award of 50% of Base  Salary and a maximum  award of 100% of
     Base  Salary.  For the 1999 plan 2 year,  Employee  shall be entitled to an
     incentive  under the Short  Term  Incentive  Plan,  with with a target  and
     maximum  award of $125,000  with the actual award to be based on individual
     and company  performance  through  December,  l 999, when awards under such
     plan are made.

          C. Other lncentive  Compensation.  During the Term,  Employee shall be
     eligible to participate in the Southern Company  Performance Stock Plan and
     any  successor  stock-based  employee  incentive  plan  pursuant  to  which
     Employer may elect to grant Employee  stock-based awards.  Employee will be
     considered  for such awards at the same time, and on a basis and subject to
     terms that are  consistent  with, the basis and terms that govern awards to
     other  officers of Employer,  taking into account  Employee's  position and
     responsibilities. In addition, Employee shall be eligible to participate in
     Employer's Value Creation Plan during the Term. Such participation shall be
     in  accordance  with the terms of such plan and on a basis and  subject  to
     terms that are  consistent  with the basis and terms that govern  awards to
     other  officers of Employer,  taking into account  Employee's  position and
     responsibilities.

          d. Witholding.  All compensation  payable to Employee pursuant to this
     Agreement  shall be subject to, and Employer will deduct and withhold,  all
     applicable  federal,  state  and  local  withholding,   employment,  social
     security, and other similar taxes.

     6. Fringe  Benefits.  During the term of Employee's  employment  under this
Agreement, Employee shall receive the fringe benefits described below:

          a.  Relocation.  Employer  will  provide  Employee  with its  standard
     relocation package, which generally includes shipping of household goods, a
     six-day house-hunting trip for Employee and spouse and 90 days of temporary
     housing.  Employer will pay for the storage of Employee's  household  goods
     for up to 90 days and will  pay one half the cost of  preparing  Employee's
     U.S., Georgia, and Hong Kong tax return; for 1999.

          b. Medical, Dental, Life and Disability Insurance;  Financial Planning
     Employer  Shall  provide  Employee  with  the  medical,  dental,  life  and
     disability  insurance  coverage and financial planning provided by Employer
     to its similarly  situated employees to the extent he meets the eligibility
     requirements thereof.

          C.  Vacation.  Employee  shall be  entitled  to two (2)  weeks of paid
     vacation  for the  remainder  of 1999,  and four (4) weeks per year for the
     remainder  of the Term.  Employee  shall be  subject to  Employer's  policy
     regarding  carrying  over  unused  vacation  days.  Employee  shall also be
     entitled to paid holidays as provided to similarly situated employees.

          d.  Pension  and  Retirement  Plans.  Employee  shall be  entitled  to
     participate in Employer's pension and retirement plans provided by Employer
     to its  similarly  situated  employees  to the  extent  Employee  meets the
     eligibility requirements thereof.

          e. Supplemental  Pension Payment.

               i) If Employee  remains employed with Employer until such time he
          has accrued five (5) years vesting service under the Southern  Company
          Pension Plan (the "Service  Requirement")  and upon his termination of
          employment  enters a release in the form attached hereto as Exhibit B,
          Employer  shall  pay  Employee  an  amount  per  month  equal  to  the
          difference  between the monthly  amount  payable to Employee under the
          Southern  Company  Pension  Plan (the  "Plan")  as it shall then be in
          effect  at the time and the  monthly  amount  which  would  have  been
          payable  to him under  the Plan if  Employee's  period  of  Accredited
          Service  under  the  Plan  included  an  additional  five  (5)  years;
          provided,  however,  that the Service  Requirement  shall not apply if
          Employee  is  terminated  involuntarily  and not for  Cause  or  under
          circumstances  that result in eligibility for severance benefits under
          the  Change  in  Control  Agreement  between  Employee,  Employer  and
          Southern  Company.  With  respect to a Change in  Control  Termination
          only,  Employee shall be deemed to have accrued under this Agreement a
          vested deferred  pension benefit (and not a retirement  benefit) based
          on his actual  service plus the service  provided under this Paragraph
          6.e.,  and such benefit shall be  determined  in  accordance  with the
          requirements of the Plan applicable to such a vested deferred benefit.
          In  addition,  such  additional  service  shall  also be  credited  to
          Employee  for  purposes of  calculating  a benefit  under the Southern
          Energy Resources, Inc. Supplemental Executive Retirement Plan ("SERP")
          provided  Employee  otherwise becomes eligible for a benefit under the
          terms of the SERP.  For the  purpose  of  computing  a monthly  amount
          payable to Employee under the Plan, no limitation on benefits  imposed
          by the Internal Revenue Code as it now exists or is hereafter  amended
          or any other limiting  legislation  shall be taken into account.  Such
          amount shall be  recalculated  from time to time to reflect any future
          increases,   if  any,  in  retirement  Income  of  retirees  following
          Employee's retirement.

               ii) The benefit  provided in this Paragraph 6.e. shall be paid in
          monthly installments on the first day of each month in the same manner
          and  commence  at the same  time as  Employee's  election  to  receive
          Retirement Income under the Plan, provided that Employee or his spouse
          becomes  eligible to receive such a Plan  benefit.  If Employee or his
          spouse does not become eligible to receive Retirement Income under the
          Plan but is  eligible  for a benefit  under  this  Paragraph  6.e.  on
          account of a Change in Control  Termination,  any  benefit  under this
          Paragraph 6.e.  shall commence upon the earlier of Employee  attaining
          age fifty (50) or upon a Change in Control  Termination,  and shall be
          payable in accordance with Employee's election made upon entering into
          this  Agreement on a form  provided by Employer.  Notwithstanding  the
          preceding sentence,  if Employee  subsequently  divorces his spouse or
          such spouse  dies prior to the  commencement  of  benefits  under this
          Paragraph  6.e.,  Employee will only be eligible to receive payment of
          his benefit in the form of a single  life  annuity;  provided  that if
          Employee  remarries  prior to  commencement  of  benefits  under  this
          Paragraph 6.e., Employee may make a new election regarding the form of
          payment.  In addition,  if an unmarried  Employee who is only eligible
          for a single life annuity form of payment under the Plan  subsequently
          marries,  Employee  may also make a new  election if done prior to the
          commencement of benefits under this Paragraph 6.e.  Employee's benefit
          under this Paragraph 6.e. shall be subject to such early  commencement
          reduction factors as would apply to a participant in the Plan based on
          Employee's  benefit  commencement  date.  In  the  event  Employee  is
          married,  predeceases  his  spouse,  and his  spouse  is  entitled  to
          payments as a Provisional Payee, monthly payments shall be made in the
          same manner as provided by the  Provisional  Payee  option  elected by
          Employee under the Plan taking into account the additional  Accredited
          Service set forth above. In the event Employee is not married or shall
          not be survived by his spouse on the date payments commence under this
          Paragraph 6.e., the benefit described in the preceding  sentence shall
          be forfeited.  Employee or his surviving  spouse shall not,  under any
          circumstances,  have any option or right to require payments hereunder
          otherwise  than  in  accordance  with  the  terms  hereof.

     7. Laws, Regulations, And Public Ordinances. Employee shall comply with all
federal, state, and local statutes, regulations, and public ordinances governing
the work hereunder.

     8. Non-Disclosure, Non-Competition And Non-Solicitation Provisions.

          a. Definitions.  For purposes of this Paragraph 8, the following terms
     shall have the following meanings:

               i) "Entity"  shall mean any  business,  individual,  partnership,
          joint venture, agency,  governmental subdivision,  association,  firm,
          corporation or other entity.

               ii) "Affiliate" shall mean the following Entities: (A) any Entity
          which owns an Interest (as defined below) in Employer  either directly
          or indirectly  through any other Entity, (B) any Entity an Interest in
          which is  owned  directly  or  indirectly  by any  Entity  which  owns
          directly or indirectly an Interest m Employer, (C) any Entity in which
          Employer owns an Interest  either  directly or indirectly  through any
          other Entity, or (D) any Entity which owns an Interest either directly
          or  indirectly  in an  Entity  an  Interest  in which is owned  either
          directly or indirectly by Employer. For purposes of this Agreement the
          term  "interest"  shall include any equity interest in an Entity in an
          amount equal to or greater than 10% of the Entity's total  outstanding
          equity interests.

               iii)  "Confidential   Information"  shall  mean  proprietary  and
          confidential  data or information other than Trade Secrets (as defined
          below),  which  is  valuable  to,  and  related  to the  business  of,
          Employer, its Affiliates or non-affiliated Entities with whom Employer
          or its  Affiliates has or have business  relationships  (collectively,
          `Third  Parties"),  and the details of which are generally  unknown to
          the public or to Competitors  (as defined below),  including,  without
          limitation,   information  regarding  Employer's  employees,  business
          strategies,  models and systems,  customers,  suppliers,  partners and
          affiliates,  gained by  Employee as a result of his  affiliation  with
          Employer  or its  Affiliates,  and other  items that  Employer  or its
          Affiliates  may  from  time to  time  mark or  otherwise  identity  as
          confidential.

               iv)  "Trade  Secrets"  shall  mean  information  of or related to
          Employer,  its Affiliates or Third Parties which (i) derives  economic
          value, actual or potential, from not being generally known to, and not
          being readily  ascertainable by proper means by, other persons who can
          obtain  economic  value from its  disclosure  or use;  and (ii) is the
          subject of efforts  that are  reasonable  under the  circumstances  to
          maintain its secrecy; it being agreed that such information  includes,
          without  limitation,  technical and non-technical  data, a formula,  a
          pattern, a compilation,  a program, a device, a method, a technique, a
          drawing, a process,  financial data, financial plans, product plans or
          a list of actual or potential customers or suppliers.

               v) "Intellectual Property" shall mean all work product, property,
          data,  documentation,   "know-how",  concepts  or  plans,  inventions,
          discovery, compositions, innovations, computer programs, improvements,
          techniques, processes, designs, articles of manufacture or information
          of any kind, or any new or useful improvements of any of the foregoing
          and any Trade Secrets, patents, copyrights,  Confidential Information,
          mask  work,  trademarks  or  service  marks,  relating  in any  way to
          Employer  or its  Affiliates  and  its  or  their  business  prepared,
          conceived, revised, discovered,  developed, or created by Employee for
          Employer or its Affiliates or by using  Employer's or its  Affiliates'
          time, personnel, facilities, or material.

               vi) "Area" shall mean the geographical area or areas set forth in
          Exhibit A attached  hereto.  Should  Employer  and  Employee  agree to
          additional  responsibilities outside of the defined geographical area,
          this Agreement shall be expanded by written  amendment to Exhibit A to
          include those additional areas of responsibility.

               vii)  "Competitor"  shall  mean any  Entity  engaged,  wholly  or
          partly, in the electric power production and delivery business.

               viii)  "Competitive  Position"  shall  mean:  (A) the  direct  or
          indirect  ownership or control of all or any portion of a  Competitor,
          other than the ownership of less than 2% of a Competitor's stock which
          is traded on a national exchange; or (B) any employment or independent
          contractor arrangement with any Competitor whereby Employee will serve
          such  Competitor  in the same or similar  functional  capacity as that
          which  he  performs  for  Employer  pursuant  to  the  terms  of  this
          Agreement,   provided  nothing  herein  shall  prevent  Employee  from
          practicing  law with  Troutman  Sanders LLP or its  successor law firm
          including,  subject to Paragraph 8.b. below, performing legal services
          for Competitors within the Area.

          b. Nondisclosure: Ownership of Proprietary Property.

               i)  Nondisclosure.  In recognition of Employer's  need to protect
          its legitimate business  interests,  Employee hereby acknowledges that
          he has been and will  continue to be given  access to  valuable  Trade
          Secrets and  Confidential  Information;  and Employee hereby covenants
          and  agrees  that  he will  use the  Trade  Secrets  and  Confidential
          Information  for Employer's  business  purposes only, and that he will
          not for any reason, in any fashion,  form or manner, other than in the
          good faith  belief  Employee is acting in  furtherance  of  Employer's
          business,  copy,  disclose,  disseminate,   communicate,  transfer  or
          otherwise  convey to any Entity any item: (a) which is a Trade Secret,
          for so long as such item remains a trade secret under  applicable law;
          or (b) which is  Confidential  Information,  other than Trade Secrets,
          during  the term of this  Agreement  and for a period of two (2) years
          thereafter.

               ii)  Notification  of  Unauthorized  Disclosure.  Employee  shall
          exercise his best efforts to ensure the continued  confidentiality  of
          all Trade Secrets and Confidential  Information known by, disclosed or
          made available to Employee. Employee shall immediately notify Employer
          of  any  unauthorized  disclosure  or  use of  any  Trade  Secrets  or
          Confidential  Information  of which Employee  becomes aware.  Employee
          shall assist Employer, to the extent necessary,  in the procurement or
          protection  of  Employer's  or  its  affiliates'  rights  to or in any
          Intellectual Property,  Trade Secrets or Confidential Information and,
          upon Employer's request, shall assist, to the extent necessary, in the
          procurement  or protection  of any Third  Party's  rights to or in any
          Intellectual Property, Trade Secrets or Confidential Information.

               iii)  Ownership.  To the greatest  extent  possible,  any and all
          Intellectual  Property  shall be deemed to be "work made for hire" (as
          defined in the  Copyright  Act,  17  U.S.C.A.ss.ss.101  et sec.),  and
          Employee hereby  unconditionally and irrevocably transfers and assigns
          to Employer or its Affiliates all rights,  title and interest Employee
          currently  has  or in the  future  may  have  by  operation  of law or
          otherwise  in or to  any  Intellectual  Property,  including,  without
          limitation,  all patents,  copyrights,  trademarks,  service marks and
          other  Intellectual  Property  rights and agrees that  Employer or its
          Affiliates  shall have the  exclusive  world- wide  ownership  of such
          Intellectual  Property,  and that no  Intellectual  Property  shall be
          treated as or deemed to be a "joint work" (as defined by the Copyright
          Act) of Employee and Employer,  its Affiliates or otherwise.  Employee
          agrees to  execute  and  deliver to  Employer  or its  Affiliates  any
          transfers, assignments,  documents or other instruments which Employer
          or its  Affiliates  may deem necessary or appropriate to vest complete
          title and  ownership  of any  Intellectual  Property,  and all  rights
          therein,  exclusively in Employer or its  Affiliates,  as the case may
          be.

               iv) Return of Materials.  Immediately  upon  termination  of this
          Agreement,  or at any  point  prior to or  after  that  time  upon the
          specific  request of Employer,  Employee  shall return to Employer all
          written or descriptive  materials of any kind belonging or relating to
          Employer  or  its  Affiliates,   including,  without  limitation,  any
          Intellectual Property,  Confidential Information and Trade Secrets, in
          Employee's possession.

               v) Public Statements.  Employer shall issue all public statements
          concerning  the work  hereunder;  Employee  shall not issue any public
          statements  concerning  such work without prior written  authorization
          from Employer.

          C. -  Non-Competition.  Employee and Employer  expressly  covenant and
     agree that the territorial,  time and other restrictions  contained in this
     Agreement  constitute  the  most  reasonable  and  equitable   restrictions
     possible to protect the  business  interests  of  Employer  given:  (a) the
     business of Employer;(b) the competitive nature of Employer's industry; and
     (c) that Employee's  skills are such that he could easily find alternative,
     commensurate  employment  or  consulting  work in his field which would not
     violate  any of the  provisions  of  this  Agreement.  Therefore,  Employee
     expressly covenants and agrees that during the term of this Agreement,  and
     for a  period  of one (1) year  thereafter  (such  additional  one (1) year
     period  to be  referred  to as the  "Non-compete  Period"),  he shall  not,
     directly or indirectly,  accept or enter into a Competitive Position within
     the Area provided  that  Employer is in  compliance  with the terms of this
     Agreement.

          d. Non-Solicitation Of Customers and Employees. Employee covenants and
     agrees that during the term of his employment by Employer, and for a period
     of one (1) year  thereafter,  he shall not,  either directly or indirectly,
     for himself or in conjunction with or on behalf of any Entity: (a) solicit,
     divert or  appropriate  or attempt to solicit,  divert or  appropriate  any
     customer or actively sought prospective  customer of Employer whom Employee
     has solicited or has  otherwise  contacted  for  solicitation  on behalf of
     Employer;  or (b)  solicit,  divert,  or hire away or attempt  to  solicit,
     divert or hire away any person  employed by  Employer  (whether or not such
     person is a full-time or temporary employee, whether or not such employment
     is pursuant to a written  agreement,  and whether or not such employment is
     for a determined  period or at-will)  during any time Employee was employed
     by Employer pursuant to this Agreement.

          e.  Reformation of Scope. If any of the provisions of this Paragraph 8
     are found to be  unreasonably  broad;  oppressive or  unenforceable  in any
     action,  suit or proceeding  before any federal or state court,  such court
     (i) shall narrow the Non-compete  Period or the  Non-compete  Area or shall
     otherwise  endeavor  to  reform  the scope of such  agreements  in order to
     ensure that the application thereof is not unreasonably  broad,  oppressive
     or  unenforceable  and (ii) to the fullest  extent  permitted by law, shall
     enforce such agreements as so reformed.

     9. Termination For Cause.  Notwithstanding anything herein to the contrary,
and subject to the survival provisions of Paragraph hereof, this Agreement maybe
terminated at any time by Employer  without prior notice thereof to Employee and
without any liability owing to Employee under this Agreement under the following
conditions, each of which shall constitute "Cause":

          a. Failure to Discharge  Duties.  The willful and continued failure of
     Employee  substantially to perform his duties hereunder or substantially to
     comply with any lawful and reasonable instructions given to him by Employer
     without  reasonable  excuse  after a written  demand  for such  substantial
     performance  or  compliance  is  delivered  to  Employee by the Senior Vice
     President and General Counsel of Southern Company;

          b.  Breach.  Employee  shall have  willfully  committed  any  material
     breach, or willfully repeated or continued after written notice any breach,
     whether material or not, of his obligations hereunder;

          C. Gross Misconduct.  Employee is guilty of gross misconduct.  For the
     purposes  of this  Agreement  the  following  acts shall  constitute  gross
     misconduct:

               i) Any willful act involving fraud or dishonesty in the course of
          Employee's employment or breach of applicable regulations of competent
          authorities in relation to trading or dealing with stocks, securities,
          investments and the like;

               ii) The willful carrying out of any activity or the making of any
          statement which would materially  prejudice or impair the good name or
          standing of Employer or would bring Employer into  contempt,  ridicule
          or would reasonably shock or offend any community in which Employer is
          located;

               iii)  Attendance at work in a state of  intoxication or otherwise
          being found in possession at his place of work of any prohibited  drug
          or substance, possession of which would amount to a criminal offense;

               iv)  Assault or other act of  violence  against  any  employee of
          Employer or other person during the course of his employment;

               v)  Harassment  or  disparagement  of others  based on their age,
          disability,  color,  national origin, race,  religion,  sex or veteran
          status, including acts of sexual harassment, or

               vi)  Conviction  of any  felony or  misdemeanor  involving  moral
          turpitude.

No act or failure to act by Employee  shall be deemed  willful  unless done,  or
omitted to be done, by Employee not in good faith and without  reasonable belief
that his action or omission was in the best interest of Employer.

     10.  Termination By EmpIoyer For Reasons Other Than Cause.  Notwithstanding
anything  herein to the  contrary,  and subject to the  survival  provisions  of
Paragraph 11.g. hereof, Employer may terminate this Agreement at any time during
the Term without prior notice thereof to Employee;  provided,  however,  that in
the event of such  termination  for reasons  other than  Cause,  and if Employee
enters a release in the form attached  hereto as Exhibit B,  Employer  shall pay
Employee a Severance Payment determined as follows:

          a. if such  termination  occurs  during the first  three  years of the
     Term,  the Severance  Payment shall be two times the annual Base Salary and
     target Bonus at the time of termination; or

          b. if such  termination  occurs during the last two years of the Term,
     the Severance  Payment shall be one times the annual Base Salary and target
     Bonus at the time of termination.


If Employee is not in compliance with the terms of this Agreement including, but
not limited to, the provisions of Paragraph 8 hereof,  Employer's  obligation to
make any payments under Paragraph 10 shall terminate.


     11. General Provisions.

          a  Amendment.  This  Agreement  may be amended or  modified  only by a
     writing signed by both of the parties hereto.

          b. Binding Agreement. This Agreement shall inure to the benefit of and
     be binding  upon  Employee,  his heirs and  personal  representatives,  and
     Employer, its successors and assigns.

          C.  Waiver.  The waiver by either  party of a breach of any  provision
     contained  in this  Agreement  shall not be  construed  as or  operate as a
     waiver of any subsequent breach.

          d. Notices.

               i) All notices and all other  communications  provided for herein
          shall be in writing and delivered  personally to the other  designated
          party,  or mailed by  certified or  registered  mail,  return  receipt
          requested,  or delivered by a recognized  national  overnight  courier
          service, or sent by facsimile, as follows:

          If to Employer to :   Vance N. Booker
                                Southern Energy Resources, Inc.
                                900 Ashwood Parkway
                                Suite 500
                                Atlanta, Georgia 30338
                                Facsimile: (770) 821-7722


          If to Employee to:   Douglas L. Miller
               (Address, telephone, etc. as provided by Employee)

          If Employee has provided  notice to Employer that he is represented by
          counsel,  Employer  shall  copy  Employee's  counsel  at  the  address
          specified. Each party shall bear its own legal fees.

               ii) All  notices  sent  under this  Paragraph  11 shall be deemed
          given  twenty-four  (24) hours after sent by  facsimile or courier and
          seventy-two (72) hours after sent by certified or registered mail.

               iii) Either  party  hereto may change the address to which notice
          is to be sent  hereunder  by  written  notice  to the  other  party in
          accordance with the provisions of this Paragraph.

          e. Governing Law. This Agreement shall be governed by and construed in
     accordance  with  the laws of the  State  of  Georgia,  without  regard  to
     principles of conflicts of laws.

          f. Entire  Agreement.  This  Agreement  contains the full and complete
     understanding  of the  parties  hereto with  respect to the subject  matter
     contained  herein and this  Agreement  supersedes  and  replaces  any prior
     agreement,  either oral or written,  which  Employee may have with Employer
     that relates generally to the same subject matter.

          g.  Survival.  Notwithstanding  any  expiration or termination of this
     Agreement, the provisions of Paragraph 8 hereof shall survive and remain in
     full force and effect,  as shall any other  provision  hereof that,  by its
     terms or reasonable  interpretation  thereof,  sets forth  obligations that
     extend beyond the termination of this Agreement.

          h. Assignment.  This Agreement may not be assigned by Employee without
     the prior written consent of Employer,  and any attempted assignment not in
     accordance  herewith  shall be null  and  void  and of no force or  effect.
     Employer can assign this Agreement to any Affiliate at any time with notice
     to Employee  provided  there is no  detrimental  alteration  in  Employees'
     position or the nature or status of his responsibilities,  and provided the
     work location is in  metropolitan  Atlanta.  Thereafter,  any such assignee
     shall  be  considered  to be the  Employer  for  all  purposes  under  this
     Agreement.

          i.  Severability.  If  any  one or  more  of  the  terms,  provisions,
     covenants or  restrictions of this Agreement shall be determined by a court
     of competent  jurisdiction to be invalid,  void or unenforceable,  then the
     remainder of the terms,  provisions,  covenants  and  restrictions  of this
     Agreement  shall  remain  in full  force  and  effect,  and to that end the
     provisions hereof shall be deemed severable.

          j. Paragraph  Headings.  The section headings set forth herein are for
     convenience  of  reference  only  and  shall  not  affect  the  meaning  or
     interpretation of this Agreement whatsoever.

          k. Voluntary Agreement. Employee and Employer represent and agree that
     each has reviewed all aspects of this  Agreement,  has  carefully  read and
     fully  understands  all  provisions of this  Agreement,  and is voluntarily
     entering into this  Agreement.  Each party  represents and agrees that such
     patty  has had the  opportunity  to  review  any  and all  aspects  of this
     Agreement with legal, tax or other adviser(s) of such party's choice before
     executing this Agreement.

          l. Confidentiality and Legal Process.  Employee  represents and agrees
     that he will keep the terms, amount and fact of this Agreement confidential
     and that he will not hereafter  disclose any  information  concerning  this
     Agreement  to anyone  other than his personal  agents,  including,  but not
     limited to, any past,  present,  or  prospective  employee or applicant for
     employment with Employer.  Notwithstanding  the foregoing,  nothing in this
     Agreement  is intended to prohibit  Employee  from  performing  any duty or
     obligation  that  shall  arise as a matter of law.  Specifically,  Employee
     shall  continue to be under a duty to  truthfully  respond to any legal and
     valid subpoena or legal process.  This Agreement is not intended in any way
     to proscribe  Employee's  right and ability to provide  information  to any
     federal,  state  or  local  government  in  the  lawful  exercise  of  such
     governments' governmental functions.

     12. Remedies.

          a.  Arbitration of  Disagreements.  Any dispute,  controversy or claim
     arising out of or relating to the  obligations  under this Agreement  other
     than the  obligations  of  Employee  under  Paragraph S shall be settled by
     final and binding  arbitration in accordance with the American  Arbitration
     Association  Employment  Dispute  Resolution Rules. The arbitrator shall be
     selected by mutual  agreement of the parties,  if possible.  If the parties
     fail to reach  agreement upon  appointment of an arbitrator  within 30 days
     following  receipt  by one party of the other  party's  notice of desire to
     arbitrate,  the  arbitrator  shall  be  selected  from a  panel  or  panels
     submitted  by  the  American  Arbitration   Association  (the  "AAA").  The
     selection  process  shall be that which is set forth in the AAA  Employment
     Dispute  Resolution  Rules,  except that,  if the parties fail to select an
     arbitrator from one or more panels, AAA shall not have the power to make an
     appointment  but  shall  continue  to  submit  additional  panels  until an
     arbitrator  has been  selected.  Either  party  shall bear its own fees and
     expenses of the  arbitration,  including a  transcript  if  requested.  The
     complete  rules of the AAA are  available  from the Senior Vice  President,
     Administration of Employer upon request.

          b. Remedies for Breach of Certain  Covenants.  Employee  hereby agrees
     that a  violation  of the  provisions  of  Paragraph  S hereof  would cause
     irreparable  injury to Employer for which it would have no adequate  remedy
     at law.  Accordingly,  in the event of such  violation,  Employer  shall be
     entitled to preliminary and other  injunctive  relief without  necessity of
     complying  with  any  requirement  as to the  posting  of a bond  or  other
     security  (if  being  understood  that  Employee  hereby  waives  any  such
     requirement).  Any such injunctive relief shall be in addition to any other
     remedies  to  which  Employer  may be  entitled  at law  or in  equity,  or
     otherwise.  Employee further agrees that Employer shall also be entitled to
     enforce  in full  the  terms of any  other  contractual  commitment  by the
     Employee regarding confidential information and non-solicitation.


     IN WITNESS WHEREOF, the parties hereto have  executed, or caused their duly
          authorized  representative  to execute,  this Agreement as of the date
          first above written.

                                          "EMPLOYER"

                                          SOUTHERN ENERGY RESOURCES, INC

                                          BY:___/s/__________________________


                                          SOUTHERN COMPANY


                                          By:___/s/____________________________


                                          "EMPLOYEE"

                                          DOUGLAS L. MILLER


                                          By:___/s/____________________________


<PAGE>

                                    EXHIBIT A




                                      AREA


         United States

         Western Europe

         Hong Kong

         Philippines

         South America

         Caribbean














<PAGE>






                                    EXHIBIT B


                                RELEASE AGREEMENT

     THIS RELEASE ("Release') is made and entered into by and between DOUGLAS L.
MILLER  ("Employee")  and SOUTHERN ENERGY  RESOURCES,  INC. and its successor or
assigns ("Company").

     WHEREAS,  Employee and Company have agreed that Employee's  employment with
__________________ shall terminate on ______________ _______

     WHEREAS, Employee and the Company have previously entered into that certain
Employment Agreement, dated October 1, 1999 ("Agreement"),  that this Release is
incorporated into by reference;

     WHEREAS,  Employee and Company desire to delineate their respective rights,
duties and  obligations  attendant  to such  termination  and desire to reach an
accord and  satisfaction of all claims arising from Employee's  employment,  and
his termination of employment, with appropriate Releases, in accordance with the
Agreement;

     NOW, THEREFORE,  in consideration of the premises and the agreements of the
parties set forth in this Release, and other good and valuable consideration the
receipt and  sufficiency of which are hereby  acknowledged,  the parties hereto,
intending to be legally bound, hereby covenant and agree as follows:

          1. Release. Employee does hereby remise, Release and forever discharge
     the Company and its officers,  directors,  employees, agents, shareholders,
     parent  corporation  and  affiliates,  and their  respective  predecessors,
     successors,  assigns,  heirs,  executors and administrators  (collectively,
     "Releases"), of and from all manner of actions and causes of action, suits,
     debts, claims and demands whatsoever at law or in equity, known or unknown,
     actual or contingent,  including, but not limited to, any claims which have
     been  asserted,  or could be  asserted  now or in the  future,  against any
     Releases  arising  under any and all  federal,  state or local laws and any
     common law claims,  and including,  but not limited to, any claims Employee
     may have  pursuant  to the Age  Discrimination  in  Employment  Act and any
     claims  to  benefits  under  any  and  all  offer  letters,  employment  or
     separation  agreements,  or bonus,  severance,  workforce reduction,  early
     retirement, out-placement, or other similar plans sponsored by the Company,
     now or hereafter recognized (collectively,  "Claims"), which he ever had or
     now has or may in the future have, by reason of any matter,  cause or thing
     arising out of his employment  relationship and privileges,  his serving as
     an  employee  of  the  Company  or  the  separation   from  his  employment
     relationship or affiliation as an employee of the Company as of the date of
     this Release against each of the Releases.  Notwithstanding  the foregoing,
     Employee  does not  Release  any  Claims  under the Age  Discrimination  in
     Employment Act that may arise after his execution of this Release.

          2.  No  Assignment  of  Claim.  Employee  represents  that  he has not
     assigned or transferred,  or purported to assign or transfer, any Claims or
     any portion  thereof or interest  therein to any party prior to the date of
     this Release.

          3. Severance  Payment/Supplemental Pension Payment. In accordance with
     the Employment Agreement, the Company agrees to pay the Employee the amount
     outlined in Paragraph 6.e. or 10 of the Agreement, as applicable.


          4. No Admission  Of  Liability.  This Release  shall not in any way be
     construed  as an  admission  by the  Company or  Employee  of any  improper
     actions or liability  whatsoever as to one another,  and each  specifically
     disclaims  any  liability to or improper  actions  against the other or any
     other  person,  on the part of itself or himself,  its or his  employees or
     agents.

          5. Voluntary Execution.  Employee warrants, represents and agrees that
     he has been  encouraged  in  writing  to seek  advice  from  anyone  of his
     choosing  regarding this Release,  including his attorney and accountant or
     tax advisor prior to his signing it; that this Release  represents  written
     notice to do so; that he has been given the opportunity and sufficient time
     to seek such advice; and that he fully understands the meaning and contents
     of  this  Release.  He  further  represents  and  warrants  that he was not
     coerced,  threatened or otherwise forced to sign this Release, and that his
     signature appearing hereinafter is voluntary and genuine. EMPLOYEE

     UNDERSTANDS THAT HE MAY TAKE UP TO TWENTY-ONE (21) DAYS TO CONSIDER WHETHER
     OR NOT HE DESIRES TO ENTER INTO THIS RELEASE.

          6.  Ability  to Revoke  Agreement.  EMPLOYEE  UNDERSTANDS  THAT HE MAY
     REVOKE THIS RELEASE BY NOTIFYING THE COMPANY IN WRITING OF SUCH  REVOCATION
     WITHIN  SEVEN  (7) DAYS OF HIS  EXECUTION  OF THIS  RELEASE  AND THAT  THIS
     RELEASE IS NOT EFFECTIVE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD.
     HE  UNDERSTANDS  THAT UPON THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD THIS
     RELEASE   WILL  BE  BINDING   UPON  HIM  AND  HIS  HEIRS,   ADMINISTRATORS,
     REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS AND WILL BE IRREVOCABLE.


<PAGE>


       Acknowledged and Agreed To:


                                              "COMPANY"
                                              SOUTHERN ENERGY RESOURCES, INC
                                              By:
                                                 ----------------------------



       I UNDERSTAND THAT BY SIGNING THIS RELEASE, I AM GIVING UP RIGHTS I
         MAY HAVE. I UNDERSTAND THAT I DO NOT HAVE TO SIGN THIS RELEASE.


                                                           "EMPLOYEE"

                                                            DOUGLAS L. MILLER


                                                  ----------------------------




                                                  Date

WITNESSED BY:

------------------------------



------------------------------


Date