0001135971-03-000362 Sample Contracts

SETTLEMENT AGREEMENT AND RELEASE
Transition Power Agreement • October 27th, 2003 • Potomac Electric Power Co • Electric services • Maryland

This Settlement Agreement and Release ("Agreement") is entered into this 24th day of October, 2003, between and among Potomac Electric Power Company ("Pepco"), Mirant Americas Energy Marketing, LP ("MAEM"), and Mirant Corporation ("Mirant") (collectively, MAEM and Mirant are referred to as the "Mirant Parties"). WHEREAS, on December 19, 2000, MAEM, formerly known as Southern Company Energy Marketing L.P., and Pepco executed and delivered a Transition Power Agreement (Maryland), (as amended by Amendment No.1 to Transition Power Agreement, dated October, 2001, the "Maryland TPA"); and WHEREAS, on December 19, 2000, MAEM and Pepco executed and delivered a Transition Power Agreement (District of Columbia), (as amended by Amendment No.1 to Transition Power Agreement, dated October, 2001, the "District of Columbia TPA", and together with the Maryland TPA, the "TPAs"); and WHEREAS, on December 19, 2000, Mirant executed and delivered a Guarantee Agreement under whi

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AMENDMENT NO. 2
Transition Power Agreement • October 27th, 2003 • Potomac Electric Power Co • Electric services • Maryland

THIS AMENDMENT NO. 2 TO TRANSITION POWER AGREEMENT (Maryland) (this "Amendment") is dated October 24, 2003, and effective as of October 1, 2003, and is by and between POTOMAC ELECTRIC POWER COMPANY, ("Pepco"), and MIRANT AMERICAS ENERGY MARKETING, LP, formerly Southern Company Energy Marketing, L.P. (the "Generator," collectively with Pepco, the "Parties").

EXHIBIT B TPA AMENDMENT (DC)
Transition Power Agreement • October 27th, 2003 • Potomac Electric Power Co • Electric services • District of Columbia

THIS AMENDMENT NO. 2 TO TRANSITION POWER AGREEMENT (District of Columbia ) (this "Amendment") is dated October 24, 2003, and effective as of October 1, 2003, and is by and between POTOMAC ELECTRIC POWER COMPANY, ("Pepco"), and MIRANT AMERICAS ENERGY MARKETING, LP, formerly Southern Company Energy Marketing, L.P. (the "Generator," collectively with Pepco, the "Parties").

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