Exhibit
10.3


AMENDMENT TO EMPLOYMENT AGREEMENT


Between

Mirant Corporation

and

William von Blasingame


This
AMENDMENT TO EMPLOYMENT AGREEMENT (“the Amendment”) is made as of August 8, 2006,
between Mirant Corporation (the “Company”), Mirant Services, LLC (“Services”)
and William P. von Blasingame (“Executive”).  Capitalized terms used herein and not defined
shall have the same meaning as set forth in the Employment Agreement executed
by the parties on November 28, 2005 (the “Employment Agreement”).


For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in compliance with Section 18 of the Employment
Agreement, the parties hereto agree to amend the Employment Agreement as
follows:


The
portion of Section 5(e) of the Employment Agreement that states:


Severance.


(e)           Termination Without Cause,
Non-Renewal or for Good Reason Following a Change of Control.  In the event of Executive’s termination of
employment with the Company (1) by the Company without Cause, (2) as a result
of the failure of the Company to offer to renew the Agreement on terms that are
consistent with competitive practices for companies of comparable size and
standing in the same industry, or (3) by Executive for Good Reason, in any
case, during the period beginning six months before and ending two years
following a Change of Control (as defined herein) of the Company subject to
execution of a Release substantially in the form attached as Exhibit D,
Executive shall be entitled to the benefits set forth below in this Section
5(e).


shall
hereby be amended to state as follows:


Severance.


(e)           Termination Without Cause,
Non-Renewal or for Good Reason Following a Change of Control.  In the event of Executive’s termination of
employment with the Company (1) by the Company without Cause, (2) by reason of
the failure of the Company to offer to renew the Agreement on terms and
conditions at least equal to the terms and conditions set forth in the
Agreement executed on November 28, 2005, which shall be





















 


deemed to include a Base Salary and Target Bonus at least
equal to the Executive’s Base Salary and Target Bonus at such time, (3) as a
result of the Company’s sale of its Caribbean assets and failure to offer
Executive a position at a comparable level of compensation to the position held
by Executive at the time of the sale, or (4) by Executive for Good Reason, in
any case, during the period beginning six months before and ending two years
following a Change of Control (as defined herein) of the Company subject to execution
of a Release substantially in the form attached as Exhibit D, Executive shall
be entitled to the benefits set forth below in this Section 5(e).


The
terms of this Amendment shall have no force and effect on any other provision
of the Employment Agreement, including subsections (i) through (v) of Section 5(e).  Upon execution, the terms of this Amendment
shall be incorporated into the Employment Agreement and shall become binding
and enforceable to the same extent and under the same terms and conditions as
all other provisions in the Employment Agreement when executed on November 28,
2005.


IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.


	
   

  	
  MIRANT
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
  MIRANT
  SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  William P.
  von Blasingame

  



 


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