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Exhibit 24.1
February 12, 2004
Harvey A. Wagner Daniel Streek
1155 Perimeter Center West 1155 Perimeter Center West
Atlanta, Georgia 30338 Atlanta, Georgia 30338
Dear Mr. Wagner and Mr. Streek:
Mirant Corporation (the "Company") proposes to file with the Securities
and Exchange Commission, under the Securities Exchange Act of 1934, (1) its
Annual Report on Form 10-K for the year ended December 31, 2003 and (2) its
quarterly reports on Form 10-Q during 2004.
The Company and the undersigned directors and officers of the Company,
individually as a director and/or as an officer of the Company, hereby make,
constitute and appoint Harvey A. Wagner and Daniel Streek our true and lawful
Attorneys for each of us and in each of our names, places and steads to sign
and cause to be filed with the Securities and Exchange Commission in
connection with the foregoing said Annual Report on Form 10-K, quarterly
reports on Form 10-Q, and any appropriate amendment or amendments thereto and
any necessary exhibits.
Yours very truly,
MIRANT CORPORATION
By___________________________
S. Marce Fuller
President and Chief Executive Officer
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By____________________________
A. D. Correll
By____________________________
A. W. Dahlberg
By_____________________________
Stuart E. Eizenstat
By_____________________________
David J. Lesar
By_____________________________
Robert F. McCullough
By_____________________________
James F. McDonald
By_____________________________
Ray M. Robinson
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Extract from minutes of meeting of the board of directors of Mirant
Corporation
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RESOLVED, that for the purpose of signing and filing with the Securities
and Exchange Commission under the Securities Act of 1934 Mirant Corporation's
annual report on Form 10-K for the year ended December 31, 2003 and its
quarterly reports on Form 10-Q during 2004, and of remedying any deficiencies
with respect thereto by appropriate amendment or amendments, Mirant
Corporation, the members of its Board of Directors, and its officers are
authorized to give their several powers of attorney to Harvey A. Wagner and
Daniel Streek, in substantially the form of power of attorney as presented to
this meeting.
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The undersigned officer of Mirant Corporation does hereby certify that
the foregoing is a true and correct copy of a resolution passed by the Board
of Directors at a meeting duly held on February 12, 2004, at which a quorum
was in attendance and voting throughout, and that said resolution has not
since been rescinded but is still in force and effect.
Dated: February _____, 2004 MIRANT CORPORATION
By___________________________
Elizabeth B. Chandler
Vice President and Corporate Secretary