Change in Control Agreement - Mirant Corp., Mirant Services LLC and Raymond D. Hill


                    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
Raymond  D. Hill  ("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.






     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:      ____________________________________



                               MIRANT SERVICES LLC


                               By:      ____________________________________



                               EXECUTIVE


                               ------------------------------------------
                               Raymond D. Hill

                                       2