Adopted by the Mirant Audit Committee November 7, 2006 and revised on
November 7, 2007

Mirant Corporation (the “Company”) strives to abide by the law and act honorably and ethically at all times and, in doing so, has developed and adopted a Code of Ethics and Business Conduct that is applicable to all employees and directors of the Company and its subsidiaries. Additionally, the Company’s Senior Financial Officers (as defined below) are subject to this Code of Ethics for Senior Financial Officers (the “Financial Code”), which has been developed to further deter wrongdoing and to promote: (a) honest and ethical conduct, (b) full, fair, accurate, timely and understandable disclosure in filings or submissions made to the Securities and Exchange Commission (the “SEC”) and (c) compliance with applicable governmental laws, rules and regulations. For purposes of this Financial Code, the term “Senior Financial Officers” means the Company’s Chief Executive Officer, Chief Financial Officer, Treasurer, Chief Risk Officer, Senior Vice President – Tax, Controller and Assistant Controller.

Honest and Ethical Conduct – Senior Financial Officers must act ethically, honestly and with the highest sense of integrity in the performance of their duties at the Company. In doing so, Senior Financial Officers must abide by the Company’s Code of Ethics and Business Conduct and must avoid actual or apparent conflicts of interest between personal and professional relationships. A conflict of interest occurs when an individual’s private interests interfere or appear to interfere with the interests of the Company. Any Senior Financial Officer who becomes aware of an actual or apparent conflict of interest must report such actual or apparent conflict of interest to the General Counsel promptly. Additionally, a Senior Financial Officer is encouraged to discuss with the General Counsel any situations where the Senior Financial Officer is unsure whether an actual or apparent conflict of interest may arise.

Full, Fair, Accurate, Timely and Understandable Disclosure – Senior Financial Officers are responsible for full, fair, accurate, timely and understandable disclosure in the reports and documents that the Company files with, or submits to, the SEC. As such, Senior Financial Officers are required to be familiar with the general disclosure requirements applicable to the Company and to establish and maintain effective disclosure controls and procedures and internal control over financial reporting with respect to documents submitted by the Company to the SEC.

For instance, Senior Financial Officers are prohibited from knowingly misrepresenting information. A knowing misrepresentation is considered to have occurred if a Senior Financial Officer knowingly: (a) makes, or permits or directs another to make, materially false or misleading entries in the Company’s (or any of its subsidiaries’) financial statements or records; (b) fails to correct materially false and misleading financial statements or records; (c) signs, or permits another to sign, a document containing materially false and misleading information; or (d) falsely responds, or knowingly and materially fails to respond, to specific inquiries of the Company’s independent auditors.

Additionally, Senior Financial Officers will promptly bring to the attention of the General Counsel information concerning any known:

(a) significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the Company’s ability to record, process, summarize and report financial data; or

(b) fraud, whether material or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal control over financial reporting.

Compliance with Laws, Rules and Regulations – The Company actively promotes compliance with all applicable laws, rules and regulations. Each Senior Financial Officer must adhere to the standards and restrictions imposed by applicable laws, rules and regulations in carrying out the Company’s business. Any Senior Financial Officer who becomes aware of a violation of a law, rule or regulation must report such violation to the General Counsel promptly.

Waivers or Amendments – The Audit Committee of the Board of Directors is charged with considering any request for a waiver of or amendment to this Financial Code. Any such waivers or amendments shall be disclosed timely as provided by law.

Questions or Reporting of Violations – Questions or reports of violations concerning this Financial Code should be directed to the General Counsel’s Office. However, if for any reason a person does not desire to speak with the General Counsel's Office, then questions or reports of violations concerning this Financial Code should be directed to the Compliance and Ethics Help Line in accordance with the access instructions contained in the Code of Ethics and Business Conduct.

The Compliance and Ethics Help Line is maintained in accordance with the Code of Ethics and Business Conduct. Employees can make an anonymous call to the Compliance and Ethics Help Line. The call will be handled as confidentially as possible; however, during the investigation process, total anonymity cannot be guaranteed. No employee will suffer retaliation by Mirant because of a report made in good faith.

An officer may also contact the Chair of the Audit Committee regarding any question or report of a violation of this Financial Code

Sanctions – Any violation of this Financial Code will be subject to appropriate disciplinary action, up to and including termination.

Legal Consequences – This Financial Code is not intended to result in the imposition of, or create, civil, criminal liability that would not exist if Mirant had not adopted this Financial Code.

Annual Certifications – Each Senior Financial Officer shall certify annually as to compliance with this Financial Code.