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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

This Employment Agreement ("AGREEMENT") is made and entered into as of this
14 day of APRIL 2004 by and between Mirant Corporation (hereinafter "MIRANT"),
and M. Michele Burns (hereinafter "EXECUTIVE").

                              W I T N E S S E T H:

WHEREAS, Mirant desires to secure the services of Executive as an executive of
Mirant; and

WHEREAS, Executive desires to be employed by Mirant in this capacity; and

WHEREAS, Mirant and Executive wish to enter into this Employment Agreement
setting forth the terms and conditions of such employment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:

     1.   EMPLOYMENT DUTIES.

          (a)    Mirant hereby agrees to employ Executive (i) as its Executive
     Vice President and (ii) effective upon the effective date of the
     resignation of Mirant's current Chief Financial Officer, as Mirant's Chief
     Financial Officer, and Executive hereby agrees to accept such employment
     upon the terms and conditions set forth in this Agreement. Executive will
     have such additional titles as determined by Mirant's Board of Directors
     (the "BOARD") and the powers, duties, and responsibilities from time to
     time assigned to her by the Board or Mirant's Chief Executive Officer, and
     Executive will report directly to the Chief Executive Officer of Mirant.

          (b)    During the Term (as defined in Section 2), Executive agrees to
     be a full-time employee of Mirant and devote her full and exclusive
     business time, energy and skill to the business and affairs of Mirant. She
     shall perform all of her duties properly and faithfully in the best
     interest of Mirant and will not intentionally become involved in any
     personal matters which adversely affect or reflect on Mirant. Executive may
     (i) engage in community, charitable, and educational activities, (ii)
     manage personal investments, (iii) serve on those corporate boards or
     committees that she disclosed in writing to Mirant as of the Effective
     Date, provided that such activities do not materially conflict or interfere
     with the performance of Executive's obligations under this Agreement, and
     (iv) serve on those additional corporate boards or committees as the Board
     in its sole discretion shall approve.

     2.   TERM.  The term of this Agreement will commence on such date,
following the date an order of the United States Bankruptcy Court for the
Northern District of Texas (Fort Worth Division (the "BANKRUPTCY COURT"))
approving this Agreement becomes final and nonappealable, as may be agreed to by
the parties, but in no event later than May 3, 2004 (the

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"EFFECTIVE DATE"), and shall continue for a period of three (3) years after the
Effective Date; PROVIDED that the term of employment hereunder shall be
automatically extended for two successive one-year renewal periods commencing on
the third and fourth anniversaries of the Effective Date, respectively, unless
either party shall have given notice to the other party that such party does not
desire to extend the term of this Agreement, such notice to be given at least
ninety (90) days prior to the third anniversary or fourth anniversary of the
Effective Date, respectively, in which case the term of employment hereunder
shall terminate as of the third anniversary of the Effective Date or the fourth
anniversary of the Effective Date, respectively (the term of employment
hereunder, including any such extensions in accordance with this Section 2,
shall be referred to herein as the "TERM"). Notwithstanding the foregoing, the
Term may be earlier terminated by either party hereto in accordance with the
provisions of Section 5 of this Agreement. At the end of the Term, if it has not
been terminated earlier pursuant to Section 5, Executive will become an at-will
employee of Mirant.

     3.   COMPENSATION.

          (a)    SALARY. As of the commencement of this Agreement, during the
     Term, Mirant shall pay Executive a salary of $600,000 per year ("ANNUAL
     BASE SALARY"), paid in equal installments every two weeks. Mirant shall
     evaluate the compensation provided to Executive on an annual basis and
     shall make such adjustments as Mirant deems appropriate, with the
     understanding that Executive's Annual Base Salary will not be reduced
     during the Term without her consent.

          (b)    ANNUAL CASH BONUS. Mirant shall pay Executive a cash bonus with
     respect to her first calendar year of employment (without any proration
     whatsoever) of at least 75% of her Annual Base Salary (the "2004 TARGET
     BONUS"), payable in accordance with Mirant's normal practices, provided
     that Executive shall be eligible to receive a cash bonus for such year of
     up to two times the 2004 Target Bonus. Thereafter, with respect to
     subsequent calendar years of the Term, the terms of her cash bonus will be
     tied to the same goals as those of other senior Mirant executives;
     provided, however, that (i) the target for such cash bonus (the "TARGET
     BONUS") shall be no less than 75% of Executive's then-current Annual Base
     Salary, and (ii) the amount of such cash bonus for which Executive is
     eligible shall be from zero to 2 times the Executive's Target Bonus. Such
     cash bonuses shall be determined and paid at such times and under such
     terms and conditions as cash bonuses are determined and paid to other
     senior Mirant executives.

          (c)    EMERGENCE BONUS. Within five (5) business days after Mirant's
     emergence from bankruptcy (or the first paydate thereafter, pursuant to
     Mirant's payroll policy, if later), Mirant shall pay an emergence bonus
     ("EMERGENCE BONUS") to Executive in a cash lump sum equal to not less than
     200% of Executive's then-current Annual Base Salary, provided that
     Executive has been continuously employed by Mirant through the date of such
     emergence. For purposes of this Agreement, "emergence" shall occur when a
     plan of reorganization that is confirmed by the Bankruptcy Court becomes
     effective, as a result of which the business of Mirant is maintained on an
     ongoing basis, whether maintained by Mirant, the reorganized debtor or by
     an entity that has acquired all or substantially all of Mirant's or the
     debtor in possession's assets. Executive shall also be

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     eligible to receive an additional cash payment in an amount equal to
     Executive's then-current Annual Base Salary subject to the same terms and
     conditions as are applicable to Mirant's Chief Executive Officer and
     Management Council for receipt of bonuses under Mirant's Key Employee
     Retention Program as may be approved by the Bankruptcy Court.

          (d)    RETENTION BONUS. If Executive has been continuously employed by
     Mirant through April 1, 2006, within five (5) business days thereafter,
     Mirant will pay Executive a lump sum amount in cash equal to $500,000 (the
     "FIRST RETENTION BONUS"). If Executive has been continuously employed by
     Mirant through April 1, 2007, within five (5) business days thereafter,
     Mirant will pay Executive a lump sum amount in cash equal to $500,000 (the
     "SECOND RETENTION BONUS"; the First Retention Bonus together with the
     Second Retention Bonus, collectively, the "RETENTION BONUSES")).

          (e)    MAKE-WHOLE PAYMENTS. Within five (5) business days after the
     Effective Date, Mirant will pay Executive a lump sum amount in cash equal
     to $1,500,000 (the "FIRST MAKE-WHOLE PAYMENT"). If Executive has been
     continuously employed by Mirant through April 1, 2005, within five (5)
     business days thereafter, Mirant will pay Executive a lump sum amount in
     cash equal to $1,000,000 (the "SECOND MAKE-WHOLE PAYMENT"). If Executive
     has been continuously employed by Mirant through April 1, 2006, within five
     (5) business days thereafter, Mirant will pay Executive a lump sum amount
     in cash equal to $500,000 (the "THIRD MAKE-WHOLE PAYMENT;" the First
     Make-Whole Payment, the Second Make-Whole Payment and the Third Make-Whole
     Payment, collectively, the "MAKE-WHOLE PAYMENTS")).

          (f)    EQUITY AWARDS. In addition to the Emergence Bonus in Section
     3(c) above, on and after the date of Mirant's emergence from bankruptcy,
     Mirant shall grant to Executive long-term incentive compensation awards on
     the same, or a not less favorable, basis and with the same, or not less
     favorable, terms and conditions (including vesting schedules and
     acceleration provisions, if any) generally applicable to grants of such
     awards made to other similarly situated senior executives of Mirant. The
     Board may approve any additional equity awards for Executive that the Board
     determines in its sole discretion.

          (g)    EXPENSE REIMBURSEMENT. Mirant will reimburse Executive for all
     reasonable expenditures incurred by Executive in the course of her
     employment or in promoting the interests of Mirant, consistent with
     Mirant's requirements that supporting documentation be provided, including,
     without limitation, expenditures for (i) transportation, lodging, and meals
     during overnight business trips, (ii) business meals and entertainment,
     (iii) supplies and business equipment, (iv) long-distance telephone calls
     and cell phone usage, and (v) membership dues for business and professional
     associations, publications, and any other association of which Executive
     becomes a member in connection with the performance of her duties.

          (h)    COUNTRY CLUB. Mirant will pay on behalf of Executive the
     initiation fee (in an amount not to exceed $50,000) for an individual
     membership at a country club of her choice, consistent with Mirant's
     requirements that supporting documentation be provided.

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          (i)    PERQUISITE ALLOWANCE. During the Term, for the purpose of
     reimbursing Executive for certain perquisites not otherwise provided by
     Mirant, Mirant will provide Executive with a perquisite allowance of
     $18,000 per year, consistent with Mirant's requirements that supporting
     documentation be provided, which for years beginning in 2005, shall be
     pro-rated based on the number of days Executive was employed by Mirant
     during each calendar year. For 2004, the $18,000 perquisite allowance shall
     not be pro-rated.

     4.   EMPLOYEE BENEFITS.

          (a)    BENEFIT AND PERQUISITE PROGRAMS. Executive shall be entitled,
     during the Term, to participate in all employee benefit and perquisite
     programs maintained by Mirant for the benefit of its employees, including
     benefits and perquisites available to senior officers of Mirant and/or
     Mirant's Management Council, according to the terms of such plans. During
     the Term, Mirant shall make available coverage for Executive's domestic
     partner and dependent children either through its existing medical and
     dental plan, through the purchase of one or more insurance policies, or
     through a self-insured medical and dental reimbursement plan. If Mirant
     elects to make such coverage available through the purchase of insurance or
     through the use of a self-insured reimbursement plan, such insurance or
     self-insured reimbursement plan shall provide benefits that are
     substantially similar to those of Mirant's highest cost medical and dental
     options. The relative rates of the cost of such coverage paid by Executive
     and Mirant shall be comparable to the relative rates of the cost paid by
     similarly situated employees and Mirant for similar coverage for
     dependents. Mirant shall also gross-up any applicable premiums relating to
     such coverage for tax purposes so that the economic benefit to Executive is
     the same as if such coverage was provided on a non-taxable basis.

          (b)    VACATION. Executive will be entitled to four (4) weeks' paid
     vacation annually. Consistent with Mirant's vacation policy, unused
     vacation time not exceeding forty (40) hours will accumulate and carry over
     to subsequent years. Any unused vacation at the date of termination of this
     Agreement for any reason will be paid to Executive at the time of
     termination.

          (c)    CONTINUED WELFARE BENEFITS. Notwithstanding anything else
     contained in this Agreement, after termination or expiration of Executive's
     employment for any reason other than Cause (as defined in Section 5(b),
     below), Executive and her domestic partner and dependent children (if then
     covered) will, for a twenty-four (24) month period from the date of
     termination, be entitled to remain on any medical and dental plans on the
     same basis as during her employment (including payment by Mirant of the
     costs and expenses associated with such programs on the same terms as when
     Executive was employed with Mirant). In meeting its obligations under this
     provision, Mirant and Executive will take all actions which may be
     necessary or appropriate to comply with criteria set forth by Mirant's
     insurance carriers and other program providers.

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     5.   TERMINATION OF EMPLOYMENT.

          (a)    DEATH OR DISABILITY. In the event of Executive's death or total
     disability, this Agreement shall terminate immediately. Executive shall be
     deemed totally disabled if she is eligible to receive long-term disability
     benefits under Mirant's then existing long-term disability plan. In the
     event of her death or total disability, Executive or her estate will be
     entitled to such benefits, if any, as are provided under the terms of
     various Mirant health insurance, life insurance, pension and disability
     plans. In addition, Mirant shall pay to Executive (or her estate) all
     Accrued Obligations (as defined below) in a lump sum in cash within thirty
     (30) days after the date of termination. "ACCRUED OBLIGATIONS" shall mean,
     as of the date of termination, the sum of (A) Executive's Annual Base
     Salary through the date of termination to the extent not theretofore paid,
     (B) except as otherwise previously requested by Executive, the amount of
     any bonus, incentive compensation, deferred compensation and other cash
     compensation accrued by Executive as of the date of termination to the
     extent not theretofore paid, and (C) any vacation pay, expense
     reimbursements and other cash entitlements accrued by Executive as of the
     date of termination to the extent not theretofore paid. In addition, the
     Executive (or her estate) will be paid the Retention Bonuses and Make-Whole
     Payments, in each case to the extent not previously paid to Executive, and
     all of Executive's then-outstanding equity awards shall immediately become
     fully vested (with stock option exercisability continuing until the later
     of one year following the Executive's death or total disability or the end
     of any extended exercise period relating to death or disability provided
     for under the terms of the applicable equity plan). Except as otherwise set
     forth in this Section 5(a) or this Agreement, in the event of a termination
     pursuant to this Section 5(a), Executive will not be entitled to any
     further benefits or compensation under this Agreement except to the extent
     mandated by law.

          (b)    TERMINATION FOR CAUSE. Mirant may terminate this Agreement and
     Executive's employment immediately hereunder for Cause (as hereinafter
     defined). In the event this Agreement terminates by reason of the
     termination of Executive's Employment by Mirant for Cause, Mirant shall pay
     to Executive all Accrued Obligations in a lump sum in cash within thirty
     (30) days after the date of termination. "CAUSE" shall mean that: (i)
     Executive has been convicted of (or pleads guilty or nolo contendere) to a
     felony, other than one involving Limited Vicarious Liability (as
     hereinafter defined), (ii) Executive has engaged in conduct that
     constitutes gross neglect or gross misconduct with respect to her
     employment duties which results in material harm to Mirant, or (iii)
     Executive has materially breached this Agreement and failed to cure such
     breach (if susceptible to cure) within thirty (30) days after receipt by
     Executive of written notice from Mirant of such breach. For purposes of
     this Agreement, "LIMITED VICARIOUS LIABILITY" shall mean any liability
     which is (1) based on acts of Mirant for which Executive is responsible
     solely as a result of her office(s) with Mirant and (2) provided that (A)
     she was not involved in such acts and either had no prior knowledge of such
     actions or promptly acted reasonably and in good faith to attempt to
     prevent the acts causing such liability or (B) she did not have a
     reasonable basis to believe that a law was being violated by such acts. The
     foregoing notwithstanding, Mirant may not terminate

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     Executive's employment for Cause unless: (x) a determination that Cause
     exists is made and approved by three-quarters (3/4) of the Board (excluding
     Executive, if she is then a member of the Board), (y) Executive is given at
     least five (5) days' prior written notice of the Board meeting called to
     make such determination, and (z) Executive and her legal counsel are given
     the opportunity to address such meeting prior to a vote of the Board.
     Except as otherwise set forth in this Section 5(b), in the event of a
     termination pursuant to this Section 5(b), Executive will not be entitled
     to any further benefits or compensation under this Agreement except to the
     extent mandated by law. Termination pursuant to this Section 5(b) shall be
     deemed a termination for Cause.

          (c)    TERMINATION BY MIRANT WITHOUT CAUSE. Mirant shall have the
     additional right to terminate this Agreement and Executive's employment
     without Cause, and not due to Executive's total disability or death, by
     giving Executive written notice of termination. Such termination shall be
     effective immediately upon receipt of notice by Executive. In the event of
     a termination (x) pursuant to this Section 5(c) or (y) by reason of
     delivery by Mirant of a notice that Mirant does not desire to extend the
     term of this Agreement beyond the third or fourth anniversary of the
     Effective Date as provided in Section 2 above, prior to the fifth
     anniversary of the Effective Date, Mirant shall pay to Executive, not later
     than thirty (30) days following the date of termination, (i) a lump sum
     payment in cash (the "SEPARATION PAYMENT") equal to the product of (A)
     times (B), where (A) is the sum of Executive's then-current Annual Base
     Salary immediately prior to the date of termination, plus her Target Bonus
     for the fiscal year in which the date of termination occurs, or the 2004
     Target Bonus, whichever is applicable to the calendar year of termination,
     and (B) is 2 (the "SEVERANCE MULTIPLIER"); (ii) the Accrued Obligations;
     and (iii) the Retention Bonuses and Make-Whole Payments, in each case to
     the extent not previously paid to Executive. In addition, all of
     Executive's then-outstanding equity awards shall immediately become fully
     vested (with stock option exercisability continuing until the end of the
     originally stated term of such options).

          (d)    TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may resign
     for Good Reason on thirty (30) days' written notice to Mirant, provided she
     previously notified Mirant in writing of the circumstances forming the
     basis for "Good Reason" as set forth below and Mirant failed to cure such
     circumstances within thirty (30) days of receiving such notice. In the
     event of a termination pursuant to this Section 5(d) prior to the fifth
     anniversary of the Effective Date, Executive will be entitled to all of the
     severance compensation and benefits set forth in Section 5(c) above,
     subject to the terms set forth in Section 5(c) above. For purposes of this
     Agreement, "GOOD REASON" shall mean, without Executive's written consent:

                 (i)     Assignment to Executive of any duties inconsistent in
          any material respect with Executive's position (including titles and
          reporting relationships), authority, duties or responsibilities as
          contemplated by this Agreement, or any other action by Mirant which
          results in a significant diminution in such position, authority,
          duties or responsibilities; provided, however, that (A) the
          consummation of a chapter 11 plan or plans for Mirant Americas
          Generation LLC and its direct and indirect subsidiaries (collectively,
          "MAG"); (B) the sale of

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          substantially all of the assets or stock of MAG; (C) any other
          separation of the assets and business of MAG from the management and
          control of Mirant; or (D) the appointment of a trustee pursuant to
          Chapter 11 of the Bankruptcy Code for Mirant or MAG shall not
          constitute Good Reason within the meaning of this Section 5(d)(i);

                 (ii)    Any failure by Mirant to comply with any of the
          provisions of this Agreement regarding Executive's Annual Base Salary,
          bonus, equity incentive, benefits and perquisites, and other benefits
          and amounts payable to Executive under this Agreement;

                 (iii)   Executive being required to relocate to a principal
          place of employment more than fifty (50) miles from her principal
          place of employment with Mirant in Atlanta, Georgia, as of the
          Effective Date; or

                 (iv)    Any purported termination by Mirant of Executive's
          employment otherwise than as expressly permitted by this Agreement.

          (e)    TERMINATION BY EXECUTIVE FOR OTHER THAN GOOD REASON. Executive
     may resign for other than Good Reason on sixty (60) days' written notice to
     Mirant. During such sixty (60) day notice period, Mirant may relieve
     Executive of her duties, but this shall not relieve Mirant of its
     obligations to pay Executive her entire Annual Base Salary for the entire
     notice period. At the conclusion of such notice period, she will not be
     entitled to any further compensation or benefits hereunder, other than the
     Accrued Obligations, previously accrued, vested benefits or as otherwise
     provided for in this Agreement.

          (f)    TERMINATION IN CONNECTION WITH CHANGE IN CONTROL. In the event
     that a Change in Control occurs during the Term and Executive's employment
     thereafter terminates within one (1) year of such Change in Control by
     reason of the discharge of Executive by Mirant other than for Cause, and
     not due to death, total disability or expiration of the Term, or by reason
     of the resignation of Executive for Good Reason, or in the event
     Executive's employment is terminated by Mirant (other than for Cause, and
     not due to death, total disability or expiration of the Term) prior to a
     Change in Control but at the request of any third party participating in or
     causing the Change in Control, Executive will be entitled to all of the
     severance compensation and benefits set forth in Section 5(c) above;
     provided, however, that if the Change in Control occurs by reason of the
     occurrence of the circumstances described in clause (iv) of this Section
     5(f) before Mirant and its subsidiaries emerge from bankruptcy, Executive
     shall receive the Emergence Bonus in lieu of the Separation Payment;
     provided further, however, that Executive shall receive all change in
     control benefits provided to Mirant's Chief Executive Officer under the
     Chief Executive Officer's individual employment agreement with Mirant to
     the extent that the benefits under such agreement are more favorable to
     Executive than, and not duplicative of, the severance compensation and
     benefits to which Executive is entitled as set forth above. Any stock
     options or other equity-based awards that were outstanding immediately
     prior to the Change in Control shall, to the extent not

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     then vested, fully vest and become exercisable prior to the Change in
     Control. "CHANGE IN CONTROL" shall mean the first to occur of any of the
     following events:

                 (i)     Any "person" (as defined in Section 13(d) and 14(d) of
          the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")),
          excluding for this purpose, (i) Mirant or any subsidiary of Mirant, or
          (ii) any employee benefit plan of Mirant or any subsidiary of Mirant,
          or any person or entity organized, appointed or established by Mirant
          for or pursuant to the terms of any such plan which acquires
          beneficial ownership of voting securities of Mirant, is or becomes the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly of securities of Mirant representing more than
          20% of the combined voting power of Mirant's then outstanding
          securities; provided, however, that no Change in Control will be
          deemed to have occurred as a result of (v) a change in ownership
          percentage resulting solely from an acquisition of securities by
          Mirant; (w) the consummation of a chapter 11 plan or plans for MAG;
          (x) the sale of substantially all of the assets or stock of MAG; (y)
          any other separation of the assets and business of MAG from the
          management and control of Mirant; or (z) the appointment of a trustee
          pursuant to Chapter 11 of the Bankruptcy Code for Mirant or MAG; or

                 (ii)    The Incumbent Directors (as hereinafter defined) cease
          for any reason, including without limitation, as a result of a tender
          offer, proxy contest, merger or similar transaction, to constitute at
          least a majority of the Board, provided that any person becoming a
          director of Mirant subsequent to the Effective Date shall be
          considered an Incumbent Director if such person's election or
          nomination for election was approved by a vote of at least two-thirds
          (2/3) of the Incumbent Directors; but provided further, that any such
          person whose initial assumption of office is in connection with an
          actual or threatened election contest relating to the election of
          members of the Board or other actual or threatened solicitation of
          proxies or consents by or on behalf of a "person" (as defined in
          Section 13(d) and 14(d) of the Exchange Act) other than the Board,
          including by reason of agreement intended to avoid or settle any such
          actual or threatened contest or solicitation, shall not be considered
          an Incumbent Director; or

                 (iii)   Consummation of a reorganization, merger or
          consolidation or sale or other disposition of all or substantially all
          of the assets of Mirant (a "BUSINESS COMBINATION"), in each case,
          unless, following such Business Combination, all or substantially all
          of the individuals and entities who were the beneficial owners of
          outstanding voting securities of Mirant immediately prior to such
          Business Combination beneficially own, directly or indirectly, more
          than 80% of the combined voting power of the then outstanding voting
          securities entitled to vote generally in the election of directors, as
          the case may be, of the company resulting from such Business
          Combination (including, without limitation, a company which, as a
          result of such transaction, owns Mirant or all or substantially all of
          Mirant's assets either directly or through one or more subsidiaries)
          in substantially the same proportions as their ownership, immediately
          prior to such Business

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          Combination, of the outstanding voting securities of Mirant; provided,
          however, that (w) the consummation of a chapter 11 plan or plans for
          MAG; (x) the sale of substantially all of the assets or stock of MAG;
          (y) any other separation of the assets and business of MAG from the
          management and control of Mirant; or (z) the appointment of a trustee
          pursuant to Chapter 11 of the Bankruptcy Code for Mirant or MAG shall
          not constitute a Business Combination for purposes of this Agreement;
          or

                 (iv)    Approval by the stockholders of Mirant of a complete
          liquidation or dissolution of Mirant.

          For purposes of this Agreement, "INCUMBENT DIRECTORS" shall mean: (x)
          for periods subsequent to the Effective Date and before the date of
          the emergence of Mirant and its subsidiaries from bankruptcy, persons
          who, as of the Effective Date, constitute the Board, and (y) for
          periods on and after the date of the emergence of Mirant and its
          subsidiaries from bankruptcy, persons who, as of the date of the
          emergence of Mirant and its subsidiaries from bankruptcy, constitute
          the Board.

          (g)    MITIGATION AND OFFSET. In no event shall Executive be obligated
     to seek other employment or take any other action by way of mitigation of
     the amounts payable to Executive under any of the provisions of this
     Agreement, nor shall earnings of Executive offset or otherwise reduce the
     amounts to which Executive may be entitled hereunder.

          (h)    RELEASE. As a condition of receiving any Separation Payment for
     which she otherwise qualifies under this Section 5, Executive agrees to
     execute, deliver and not revoke (within the time period permitted by
     applicable law) a general release of claims arising out of Executive's
     employment with, and termination of employment from, Mirant, in the form
     attached hereto as EXHIBIT A (adjusted as necessary to conform to then
     existing legal requirements). Executive acknowledges and agrees that,
     except as specifically described in this Section 5 or in Section 4(c), all
     of her rights to any compensation (other than salary earned through the
     date of termination of employment), benefits, bonuses or severance from
     Mirant or its subsidiaries or affiliates shall cease upon termination of
     her employment with Mirant; provided, however, such release shall in no way
     limit or release Mirant from or delay Mirant's obligation to pay or
     distribute amounts, or provide other benefits, required to be paid,
     distributed or provided under this Section 5, whether before or after
     execution of such release.

          (i)    GROSS-UP PAYMENT FOR EXCESS PARACHUTE TAXES. In the event that
     the aggregate of all payments or benefits made or provided to, or that may
     be made or provided to, Executive under this Agreement or otherwise (the
     "AGGREGATE PAYMENT") is determined to constitute an "excess parachute
     payment," as such term is defined in Section 280G(b) of the Internal
     Revenue Code, Mirant shall pay to Executive prior to the time any excise
     tax imposed by Section 4999 of the Internal Revenue Code ("EXCISE TAX") is
     payable with respect to such Aggregate Payment, an additional amount which,
     after the imposition of all income and excise taxes thereon, is equal to
     the Excise Tax on

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     the Aggregate Payment. The determination of whether the Aggregate Payment
     constitutes an excess parachute payment and, if so, the amount to be
     provided to Executive and the time of payment pursuant to this Section 5(i)
     shall be made by an independent auditor (the "AUDITOR") selected jointly by
     Mirant and Executive and paid by Mirant. The Auditor shall be a nationally
     recognized United States public accounting firm which has not, during the
     two (2) years preceding the date of its selection, acted in any way on
     behalf of Mirant or any affiliate thereof. If Executive and Mirant cannot
     agree on the firm to serve as the Auditor, then Executive and Mirant shall
     each select one accounting firm and those two firms shall jointly select
     the accounting firm to serve as the Auditor. Notwithstanding the foregoing,
     in the event that the amount of Executive's Excise Tax liability is
     subsequently determined to be greater than the Excise Tax liability with
     respect to which any initial payment to Executive under this Section 5(i)
     has been made (and such determination is confirmed by the Auditor), Mirant
     shall pay to Executive an additional amount (grossed up for all taxes) with
     respect to such additional Excise Tax (and any interest and penalties
     thereon) at the time and in the amount reasonably determined by the
     Auditor. Similarly, if the amount of Executive's Excise Tax liability is
     subsequently determined to be less than the Excise Tax liability with
     respect to which any prior payment to Executive has been made under this
     Section 5(i) (and such determination is confirmed by the Auditor),
     Executive shall refund to Mirant the excess amount received, after
     reduction for any nonrefundable tax, penalties and/or interest incurred by
     Executive in connection with the receipt of such excess, and such refund
     shall be paid promptly after Executive has received any corresponding
     refund of excess Excise Tax paid to the Internal Revenue Service. Executive
     and Mirant shall cooperate with each other in connection with any
     proceeding or claim relating to the existence or amount of liability for
     Excise Tax, and all reasonable expenses incurred by Executive in connection
     therewith shall be paid by Mirant promptly upon notice of demand from
     Executive.

     6.   COVENANT NOT TO SOLICIT.

          (a)    NON-SOLICITATION OF EMPLOYEES. Throughout the Term, and for a
     period of two (2) years thereafter, Executive shall not solicit or attempt
     to solicit, directly or indirectly by assisting others, any employees of
     Mirant in order to induce such employees to leave Mirant or become employed
     or affiliated with any other person, company or entity.

          (b)    INJUNCTIVE RELIEF. Executive acknowledges that the covenant not
     to solicit is a reasonable means of protecting and preserving Mirant's
     investment in its business and in Executive's employment. Executive agrees
     that any breach of this covenant will result in irreparable damage and
     injury to Mirant and that Mirant will be entitled to injunctive relief in
     any court of competent jurisdiction without the necessity of posting any
     bond.

          (c)    ENFORCEABILITY OF COVENANT. Mirant and Executive agree that
     Executive's obligation under the covenant not to solicit is separate and
     distinct from other provisions of this Agreement, and the failure or
     alleged failure of Mirant to perform its obligations

                                       10
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     under any other provisions of this Agreement shall not constitute a defense
     to the enforceability of this covenant not to solicit. As provided in this
     Section 6 above, the parties also agree that the covenant not to solicit
     survives the expiration or termination of this Agreement.

     7.   NONDISCLOSURE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION.

          (a)    TRADE SECRETS DEFINED. As used in this Agreement, the term
     "Trade Secret" shall mean any and all information which is not commonly
     known by or available to the general public and which information (i)
     derives economic value, actual or potential, from not being generally known
     to, and not being readily ascertainable by proper means by, other persons
     who can obtain economic value from its disclosure or use, and (ii) is the
     subject of efforts that are reasonable under the circumstances to maintain
     its secrecy. Such information shall include, but not be limited to, any
     customer lists, customer billing information, technical information
     regarding Mirant products sold by Mirant, sales techniques and information
     concerning personnel assignments, and matters concerning the financial
     affairs and management of Mirant.

          (b)    NONDISCLOSURE OF TRADE SECRETS. Throughout the Term and at all
     times following the expiration or termination of this Agreement, Executive
     shall not directly or indirectly transmit or disclose any trade secret of
     Mirant to any person, concern or entity. The obligations under this Section
     7(b) shall remain in effect as long as the information constitutes a trade
     secret under applicable law.

          (c)    CONFIDENTIAL INFORMATION DEFINED. As used in this Agreement,
     the term "Confidential Information" shall mean all information that is not
     a trade secret and that Mirant generally considers or would generally
     consider to be confidential.

          (d)    NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Throughout the Term
     and for a period of two (2) years thereafter, Executive shall not, either
     directly or indirectly, use, transmit or disclose any Confidential
     Information to any person, concern or entity except as necessary to perform
     Executive's duties under this Agreement or otherwise with the prior written
     consent of Mirant.

          (e)    INJUNCTIVE RELIEF. Executive acknowledges that these
     nondisclosure covenants are a reasonable means of protecting and preserving
     Mirant's interests in the confidentiality of this information. Executive
     agrees that any breach of these covenants will result in irreparable damage
     and injury to Mirant and that Mirant will be entitled to injunctive relief
     in any court of competent jurisdiction without the necessity of posting any
     bond.

          (f)    ENFORCEABILITY OF COVENANTS. Mirant and Executive agree that
     Executive's obligations under these nondisclosure covenants are separate
     and distinct from other provisions of this Agreement, and the failure or
     alleged failure of Mirant to perform its obligations under any provision of
     this Agreement shall not constitute a defense to the enforceability of
     these nondisclosure covenants. As provided in this Section 7 above, the

                                       11
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     parties also agree that the nondisclosure covenants survive the expiration
     or termination of this Agreement.

     8.   MISCELLANEOUS.

          (a)    WITHHOLDING TAXES. All amounts payable hereunder will be
     subject to the withholding of all applicable taxes and deductions required
     by any applicable law.

          (b)    LITIGATION COSTS. In the event of any dispute arising out of or
     under this Agreement or Executive's employment with Mirant, if a court of
     competent jurisdiction determines that Executive has prevailed on the
     issues in the court proceeding, Mirant shall, upon presentment of
     appropriate documentation, at Executive's election, pay or reimburse
     Executive for all reasonable legal and other professional fees and other
     reasonable expenses incurred in connection therewith by Executive.

          (c)    PROFESSIONAL FEES. Mirant shall promptly pay all professional
     fees and expenses incurred by Executive in connection with the negotiation
     and preparation of this Agreement and related agreements, including the
     fees and expenses of her counsel and other professionals, up to a maximum
     of $50,000. Mirant shall gross up for tax purposes any deemed income to
     Executive arising pursuant to the payments provided under this Section
     8(c), so that the economic benefit is the same to Executive as if such
     payments were provided on a non-taxable basis to Executive.

          (d)    WARRANTY BY EXECUTIVE. Executive represents and warrants to
     Mirant that Executive is not subject to any contract, agreement, judgment,
     order or decree of any kind, or any restrictive agreement of any character,
     that restricts Executive's ability to perform her obligations under this
     Agreement or that would be breached by Executive upon her performance of
     her duties pursuant to this Agreement.

          (e)    INDEMNIFICATION. Executive shall be indemnified and held
     harmless to the fullest extent permitted under Mirant's Articles of
     Incorporation, Bylaws, and applicable law, including the U.S. Bankruptcy
     Code (11 U.S.C. Section 101 et seq.), from any and all claims, lawsuits,
     losses, damages, assessments, amounts paid in settlement, penalties,
     expenses, costs and liabilities of any kind or nature, including without
     limitation, court costs and reasonable attorneys' fees, which Executive may
     sustain directly as a result of, or in connection with, any act or omission
     by Mirant or its employees or any claim, suit or other proceeding brought
     or threatened by a third party (including but not limited to governmental
     or regulatory agencies or bodies) in connection with Executive's employment
     with Mirant or any subsidiary or affiliate thereof. Mirant shall maintain
     directors' and officers' liability insurance coverage for Executive in an
     amount required to satisfy such indemnification during the Term and, for
     any act or omission occurring during the Term, at all times thereafter for
     the duration of any period of limitations during which any action may be
     brought against Executive; provided, such coverage shall not be in an
     amount less than the highest amount covering members of the Board and
     Mirant's officers.

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          (f)    WAIVER. The waiver by any party to this Agreement of a breach
     of any of the provisions of this Agreement shall not operate or be
     construed as a waiver of any subsequent breach.

          (g) SEVERABILITY. The invalidity or unenforceability of any particular
     provision of this Agreement shall not affect the other provisions of this
     Agreement, and this Agreement shall be construed in all respects as if such
     invalid or unenforceable provision were omitted.

          (h) ASSIGNMENT AND SUCCESSORS. This Agreement may be assigned by
     Mirant without Executive's consent to an affiliated entity of Mirant,
     including any survivor entity or other successor in interest, but no such
     assignment shall relieve Mirant of its full responsibilities hereunder.
     This Agreement shall inure to the benefit of and be binding upon the
     parties hereto and upon their respective legal representatives and
     successors in interest.

          (i)    ENTIRE AGREEMENT. This Agreement constitutes the entire
     Agreement between the parties with respect to the subject matter hereof and
     supersedes any prior agreements.

          (j)    GOVERNING LAW. This Agreement shall be governed by the laws of
     the State of Georgia, without regard to its principles of conflict of laws.

          (k)    NOTICE. Whenever any notice is required, it shall be given in
     writing addressed as follows:

                 To Mirant:       Mirant Corporation
                                  1155 Perimeter Center West
                                  Atlanta, Georgia 30338-5416
                                  Attention: Chief Executive Officer

                 To Executive:    The most recent address on file with Mirant

     Notice shall be deemed given and effective three (3) days after the deposit
     in the U.S. mail of a writing addressed as above and sent first class mail,
     certified, return receipt requested, the next business day after deposit
     with a reputable overnight courier or when actually received. Either party
     may change the address to which notices shall be delivered or mailed by
     notifying the other party of such change in accordance with this Section
     8(k).

          (l)    AMENDMENTS. This Agreement may not be amended or modified
     except in writing signed by both parties.

          (m)    TERM OF AGREEMENT. The term of this Agreement is co-extensive
     with the Term of employment as set forth in Section 2. Termination shall
     not affect any right or

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<Page>

     obligation of any party which is accrued or vested prior to or upon such
     termination or by its terms continues following the termination of the
     Term.

          (n)    CONFLICT. In the case of conflict between the terms of this
     Agreement (the "Agreement Terms") and the provisions of any plan, policy,
     or practice of Mirant, as in effect from time to time, otherwise applicable
     to Executive (the "Standard Provisions"), Executive's rights or Mirant's
     obligations shall be established by whichever of the Agreement Terms or
     Standard Provisions would be more beneficial to Executive; PROVIDED,
     HOWEVER, that, notwithstanding any other provisions of this Agreement to
     the contrary, Executive shall not be entitled to participate in Mirant's
     Key Employee Retention Program or any other similar plan adopted by Mirant
     with respect to the period expiring on the third anniversary of the
     Effective Date.

          (o)    COUNTERPARTS. This Agreement may be executed in several
     counterparts, each of which will be deemed an original, but all of which
     taken together will constitute one and the same instrument.

                  [Remainder of Page Intentionally Left Blank]

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<Page>

IN WITNESS WHEREOF, the parties hereto having duly executed and delivered this
Employment Agreement as of the date first written above.

MIRANT CORPORATION


By:       /s/ Vance N. Booker
     ---------------------------
Name:         Vance N. Booker                         /s/ M. MICHELE BURNS
     ----------------------------                 ------------------------------
Title:    Senior Vice President                       M. MICHELE BURNS
      ---------------------------

<Page>

                                    EXHIBIT A

                                 FORM OF RELEASE

                                 GENERAL RELEASE

1.   For valuable consideration, the adequacy of which is hereby acknowledged,
the undersigned ("Executive"), for herself, her spouse, heirs, administrators,
children, representatives, executors, successors, assigns, and all other persons
claiming through Executive, if any (collectively, "Releasers"), knowingly and
voluntarily releases and forever discharges Mirant Corporation, its affiliates,
subsidiaries, divisions, successors and assigns and the current, future and
former employees, officers, directors, shareholders, representatives, attorneys,
trustees and agents (collectively referred to throughout this General Release as
"Released Parties") from any and all claims, causes of action, demands, fees and
liabilities of any kind whatsoever, whether known and unknown, against any of
the Released Parties, Executive has, has ever had or may have as of the date of
execution of this General Release (hereinafter "Claims"), including, but not
limited to, any Claims for, arising out of, or under:

-    the Executive's employment and termination of employment with Mirant
     Corporation ("Mirant");

-    The National Labor Relations Act, as amended;

-    Title VII of the Civil Rights Act of 1964, as amended;

-    The Civil Rights Act of 1991;

-    Sections 1981 through 1988 of Title 42 of the United States Code, as
     amended;

-    The Civil Rights Act of 1866, as amended;

-    The Equal Pay Act, as amended;

-    The Employee Retirement Income Security Act of 1974, as amended;

-    The Immigration Reform and Control Act, as amended;

-    The Americans with Disabilities Act of 1990, as amended;

-    The Age Discrimination in Employment Act of 1967, as amended;

                                     - 16 -
<Page>

-    The Older Workers Benefit Protection Act of 1990, as amended;

-    The Worker Adjustment and Retraining Notification Act, as amended;

-    The Occupational Safety and Health Act, as amended;

-    The Family and Medical Leave Act of 1993, as amended;

     -  any other federal, state or local civil or human rights law or any other
        local, state or federal law, regulation or ordinance, any applicable
        Executive Order program and each of their State and local counterparts;

     -  any public policy, contract, tort, common law or policies and/or
        practices of Mirant; and/or

     -  attorneys' fees, costs and other expenses.

Notwithstanding anything herein to the contrary, this General Release shall not
apply to: (i) Executive's rights of indemnification and directors and officers
liability insurance coverage to which she was entitled immediately prior to DATE
with regard to her service as an officer of Mirant (including, without
limitation, under Section 8(e) of that certain Employment Agreement between
Mirant and Executive dated as of April 1, 2004 (the "Employment Agreement"));
(ii) Executive's rights under any tax-qualified pension plan or claims for
accrued vested benefits under any other employee benefit plan, policy or
arrangement maintained by Mirant or under COBRA; (iii) Executive's rights under
the provisions of the Employment Agreement which are intended to survive
termination of employment; or (iv) Executive's rights as a stockholder. Excluded
from this General Release are any claims which cannot be waived by law.

2.      Executive acknowledges and recites that:

        (a)    Executive has executed this General Release knowingly and
               voluntarily;

        (b)    Executive has read and understands this General Release in its
               entirety, including the waiver of rights under the Age
               Discrimination in Employment Act;

        (c)    Executive has been advised and directed orally and in writing
               (and this subparagraph (c) constitutes such written direction) to
               seek legal counsel and any other advice she wishes with respect
               to the terms of this General Release before executing it;

                                     - 17 -
<Page>

        (d)    Executive has sought such counsel, or freely and voluntarily
               waives the right to consult with counsel, and Executive has had
               an opportunity, if she so desires, to discuss with counsel the
               terms of this General Release and their meaning;

        (e)    Executive enters into this General Release knowingly and
               voluntarily, without duress or reservation of any kind, and after
               having given the matter full and careful consideration; and

        (f)    Executive has been offered 21 calendar days after receipt of this
               General Release to consider its terms before executing it.

3.      This General Release shall be governed by the internal laws (and not the
choice of law principles) of the State of Georgia, except for the application of
pre-emptive Federal law.

4.      Executive shall have 7 days from the date hereof to revoke this General
Release by providing written notice of the revocation to Mirant's Chief
Executive Officer, as provided in Section 8(k) of the Employment Agreement, in
which event this General Release shall be unenforceable and null and void.

                                                M. MICHELE BURNS


                                                --------------------------------
Date:                                           Executive
      --------------------------

                                     - 18 -