Change in Control Agreement - Mirant Corp., Mirant Services LLC and James Ward


                           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
James Ward ("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 Senior Vice  President and Controller 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.


          (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  Company  which  provides  for  periodic,
                                       2


          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


               (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


                         (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


                    (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


                    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
                                       7


     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.

          (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
                                       8


     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  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
                                       9


     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  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


          (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


          (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 withheld and paid over by the Company to such
                                       12


     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




                           To Executive:             James Ward
                                                     ----------------
                                                     ----------------
                                                     ----------------

     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:      ____________________________________


                                          MIRANT SERVICES LLC


                                 By:      ____________________________________


                                          EXECUTIVE


                                          -----------------------------
                                          James Ward

                                       14



                                    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.







                          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 James Ward ("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
                                       16


     Incorporation or Bylaws 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
                                       17


repay  all  monies  paid to him  under the  terms of this  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
                                       18


based upon any  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__.

                      
                                    -------------------------------------------
                                   James Ward

Sworn to and subscribed before me this _____ day of ______________, 20__.



---------------------
Notary Public
My Commission Expires:

---------------------
                                       19


                                        MIRANT CORPORATION

                                        By:      ________________________

                                        MIRANT SERVICES LLC

                                        By:      ________________________

                                       20