LETTER AGREEMENT

Forbearance Agreement

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This Forbearance Agreement involves

MIRANT CORP | . S. Marce Fuller

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Title: LETTER AGREEMENT
Date: 10/20/2005
Industry: Electric Utilities

LETTER AGREEMENT, Parties: mirant corp , . s. marce fuller

Exhibit 10.1

October 17, 2005

Ms. S. Marce Fuller

1627 Barclay Place

Atlanta, GA 30326

Re: Additional Post-Separation Payment as Pro-Rata Short-Term Incentive Payment

Dear Marce:

The purpose of this letter is to confirm that you will receive a pro-rated short-term incentive payment of $637,500.00 relating to your service as President and Chief Executive Officer of Mirant Corporation (“Mirant”) from January 1, 2005 through September 30, 2005, payable immediately upon y

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