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Change in Control Agreement - Mirant Corp., Mirant Services LLC and Vance N. Booker

                           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
Vance N.  Booker  ("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  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 thenature
                  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 uponthe 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

                                       6


                           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 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
                                       7


         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 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
                                       8


         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 date on which such  claim is  requested  to be paid.
                                       9


         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
                                       12


         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



                           To Executive:             Vance N. Booker
                                                     ----------------
                                                     ----------------
                                                     ----------------
         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
                           

                                            -----------------------------
                                            Vance N. Booker

                                       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 Vance N. Booker  ("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
based upon any  representations  or statements  of any kind made by Mirant,  the
                                       18


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 anyprevious 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__.

                                                     ---------------------------
                                                     Vance N. Booker

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


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

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

   
                                                        MIRANT CORPORATION

                                               By:      ________________________

                                                        MIRANT SERVICES LLC

                                               By:      ________________________
                                       20

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