Exhibit 4.2


                            MISSISSIPPI POWER COMPANY

                                       TO

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                     TRUSTEE






                          FIFTH SUPPLEMENTAL INDENTURE

                           DATED AS OF APRIL 29, 2003






                                   $90,000,000


                          SERIES E 5-5/8% SENIOR NOTES

                                 DUE MAY 1, 2033


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<TABLE>
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                              TABLE OF CONTENTS 1

                                                                                                       PAGE


                                                ARTICLE 1

    <S>                                                                                                  <C>
    Series E Senior Notes.................................................................................1
    SECTION 101.  Establishment...........................................................................1
    SECTION 102.  Definitions.............................................................................2
    SECTION 103.  Payment of Principal and Interest.......................................................2
    SECTION 104.  Denominations...........................................................................3
    SECTION 105.  Global Securities.......................................................................3
    SECTION 106.  Transfer................................................................................4
    SECTION 107.  Redemption..............................................................................4

                                                ARTICLE 2

    Special Insurance Provisions..........................................................................5
    SECTION 201.  Supplemental Indentures.................................................................5
    SECTION 202.  Events of Default and Remedies..........................................................5
    SECTION 203.  Insurance Policy Payment Procedures.....................................................5
    SECTION 204.  Application of Term "Outstanding" to Series E Notes.....................................6
    SECTION 205.  Insurer as Third Party Beneficiary......................................................6
    SECTION 206.  Concerning the Special Insurance Provisions.............................................6

                                                ARTICLE 3

    Miscellaneous Provisions..............................................................................7
    SECTION 301.  Recitals by Company.....................................................................7
    SECTION 302.  Ratification and Incorporation of Original Indenture....................................7
    SECTION 303.  Executed in Counterparts................................................................7

1 This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation
   of any of its terms and provisions.

</TABLE>

<PAGE>


                  THIS FIFTH SUPPLEMENTAL INDENTURE is made as of the 29th day
of April, 2003, by and between MISSISSIPPI POWER COMPANY, a Mississippi
corporation, 2992 West Beach, Gulfport, Mississippi 39501 (the "Company"), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation duly organized and
existing under the laws of the State of New York, having its principal corporate
trust office at 280 Park Avenue, 9th Floor, New York, New York 10017 (the
"Trustee").

                              W I T N E S S E T H:

                  WHEREAS, the Company has heretofore entered into a Senior Note
Indenture, dated as of May 1, 1998 (the "Original Indenture"), with Deutsche
Bank Trust Company Americas (formerly known as Bankers Trust Company), as
heretofore supplemented;

                  WHEREAS,  the Original Indenture is incorporated herein by
this  reference  and the Original Indenture,  as heretofore  supplemented and
as further supplemented by this Fifth Supplemental Indenture, is herein
called the "Indenture";

                 WHEREAS,  under  the  Original  Indenture,  a new  series  of
Senior  Notes  may at any  time be established pursuant to a supplemental
indenture executed by the Company and the Trustee;

                  WHEREAS, the Company proposes to create under the Indenture a
new series of Senior Notes;

                  WHEREAS,  additional Senior Notes of other series hereafter
established,  except as may be limited in the Original Indenture as at the time
supplemented and modified,  may be issued from time to time pursuant to the
Indenture as at the time supplemented and modified; and

                  WHEREAS, all conditions necessary to authorize the execution
and delivery of this Fifth Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or performed.

                  NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


                                    ARTICLE 1

                              Series E Senior Notes

         SECTION 101. Establishment. There is hereby established a new series of
Senior Notes to be issued under the Indenture, to be designated as the Company's
Series E 5-5/8% Senior Notes due May 1, 2033 (the "Series E Notes").

         There are to be authenticated and delivered $90,000,000 principal
amount of Series E Notes, and such principal amount of the Series E Notes may be
increased from time to time pursuant to Section 301 of the Original Indenture.
All Series E Notes need not be issued at the same time and such series may be
reopened at any time, without the consent of the Holders thereof, for issuance
of additional Series E Notes. Any such additional Series E Notes will have the
same interest rate, maturity and other terms, including the benefit of the
Policy, as those initially issued. No Series E Notes shall be authenticated and
delivered except as provided by Sections 203, 303, 304, 907 or 1107 of the
Original Indenture. The Series E Notes shall be issued in definitive fully
registered form.

         The Series E Notes shall be issued in the form of one or more Global
Securities in substantially the form set out in Exhibit A hereto. The Depositary
with respect to the Series E Notes shall be The Depository Trust Company.

         The form of the Trustee's Certificate of Authentication for the Series
E Notes shall be in substantially the form set forth in Exhibit B hereto.

         Each Series E Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.

         SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.

         "Insurer" means XL Capital Assurance Inc., a New York stock insurance
corporation.

         "Interest Payment Dates" means February 1, May 1, August 1 and November
1 of each year, commencing August 1, 2003.

         "Original Issue Date" means April 29, 2003.

         "Policy" means the financial guaranty insurance policy issued by the
Insurer with respect to payments due for principal of and interest on the Series
E Notes as provided in such policy.

         "Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date (whether or not a Business Day).

         "Stated Maturity" means May 1, 2033.

         SECTION 103. Payment of Principal and Interest. The principal of the
Series E Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series E Notes shall bear interest at the rate of
5-5/8% per annum until paid or duly provided for. Interest shall be paid
quarterly in arrears on each Interest Payment Date to the Person in whose name
the Series E Notes are registered on the Regular Record Date for such Interest
Payment Date, provided that interest payable at the Stated Maturity of principal
or on a Redemption Date as provided herein will be paid to the Person to whom
principal is payable. Any such interest that is not so punctually paid or duly
provided for will forthwith cease to be payable to the Holders on such Regular
Record Date and may either be paid to the Person or Persons in whose name the
Series E Notes are registered at the close of business on a Special Record Date
for the payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Holders of the Series E Notes not less than ten (10)
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange,
if any, on which the Series E Notes shall be listed, and upon such notice as may
be required by any such exchange, all as more fully provided in the Original
Indenture.

         Payments of interest on the Series E Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series E Notes shall be computed and paid on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series E Notes is not a Business Day, then a payment
of the interest payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), with the same force and effect as if made on the date the
payment was originally payable.

         Payment of the principal and interest due at the Stated Maturity or
earlier redemption of the Series E Notes shall be made upon surrender of the
Series E Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series E Notes shall be paid in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts. Payments of interest (including interest on any
Interest Payment Date) will be made, subject to such surrender where applicable,
at the option of the Company, (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (ii)
by wire transfer or other electronic transfer at such place and to such account
at a banking institution in the United States as may be designated in writing to
the Trustee at least sixteen (16) days prior to the date for payment by the
Person entitled thereto.

         SECTION 104. Denominations. The Series E Notes may be issued in the
denominations of $25, or any integral multiple thereof.

         SECTION 105. Global Securities. The Series E Notes will be issued in
the form of one or more Global Securities registered in the name of the
Depositary (which shall be The Depository Trust Company) or its nominee. Except
under the limited circumstances described below, Series E Notes represented by
one or more Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Series E Notes in definitive form. The Global
Securities described above may not be transferred except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or to a successor Depositary or its nominee.

         Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series E Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee. The rights of Holders of such Global Security shall be exercised only
through the Depositary.

         A Global Security shall be exchangeable for Series E Notes registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Company, or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, at a time when the Depositary is required to be so registered to act as
such Depositary and no successor Depositary shall have been appointed by the
Company, in each case within 90 days after the Company receives such notice or
becomes aware of such cessation, (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable, or (iii) there
shall have occurred an Event of Default with respect to the Series E Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series E Notes registered in such names as the Depositary shall
direct.

         SECTION 106. Transfer. No service charge will be made for any transfer
or exchange of Series E Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

         The Company shall not be required (a) to issue, transfer or exchange
any Series E Notes except to the Insurer during a period beginning at the
opening of business fifteen (15) days before the day of the mailing of a notice
pursuant to Section 1104 of the Original Indenture identifying the serial
numbers of the Series E Notes to be called for redemption, and ending at the
close of business on the day of the mailing, or (b) to transfer or exchange any
Series E Notes theretofore selected for redemption in whole or in part, except
the unredeemed portion of any Series E Note redeemed in part.

         SECTION 107. Redemption. The Series E Notes shall be subject to
redemption at the option of the Company, in whole or in part, without premium or
penalty, at any time or from time to time on or after May 1, 2008, at a
Redemption Price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest to the Redemption Date.

         In the event of redemption of the Series E Notes in part only, a new
Series E Note or Notes for the unredeemed portion will be issued in the name or
names of the Holders thereof upon the surrender thereof.

         The Series E Notes will not have a sinking fund.

         Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.

         Any redemption of less than all of the Series E Notes shall, with
respect to the principal thereof, be divisible by $25.

                                    ARTICLE 2

                          Special Insurance Provisions

         SECTION 201. Supplemental Indentures. The consent of the Insurer shall
be required with respect to any indenture or indentures supplemental to the
Original Indenture requiring the consent of the Holders of the Series E Notes
pursuant to Section 902 of the Original Indenture.

         SECTION 202. Events of Default and Remedies. Subject to Section 107 of
the Original Indenture and to the Trust Indenture Act, including, without
limitation, Sections 316(a)(1) and 317(a) thereof, if an Event of Default occurs
and is continuing, the Insurer shall be entitled to control and direct the
enforcement of all rights and remedies granted to the Holders of the Series E
Notes or the Trustee for the benefit of the Holders of the Series E Notes under
this Indenture, including, without limitation, (i) the right to accelerate the
principal of the Series E Notes as provided in Section 502 of the Original
Indenture, and (ii) the right to annul any such declaration of acceleration, and
the Insurer shall also be entitled to approve any waiver of an Event of Default
with respect to the Series E Notes, the obligation of the Trustee to comply with
any such direction to be subject to compliance with the conditions set forth in
Sections 512 and 603(e) of the Original Indenture (as if references in those
Sections to Holders were references to the Insurer) and the protections provided
to the Trustee by Section 601(c)(3) of the Original Indenture shall be
applicable with respect to any direction from the Insurer given pursuant hereto
(as if references in said Section to Holders were references to the Insurer).

         SECTION 203. Insurance Policy Payment Procedures. (a) The Insurer will
make payments of principal or interest due on the Series E Notes in accordance
with the Policy on or before the first Business Day next following the date on
which the Insurer shall have received notice of Nonpayment (as defined in the
Policy) from the Trustee.

         (b)......In the event of Nonpayment and notification thereof to the
Insurer, the Trustee shall make available to the Insurer the books kept by the
Trustee for the registration and for the registration of transfer of Series E
Notes as provided in the Indenture.

         (c)......The Trustee shall, at the time it provides notice to the
Insurer pursuant to (a) above, notify Holders of Series E Notes entitled to
receive the payment of principal or interest thereon from the Insurer (i) as to
the fact of such entitlement, (ii) that the Insurer will remit to them all or a
part of the interest payments next coming due upon proof of Holder entitlement
to interest payments and delivery to the Insurer, in form satisfactory to the
Insurer, of an appropriate assignment of the Holder's right to payment, (iii)
that should they be entitled to receive full payment of principal from the
Insurer, they must surrender their Series E Notes (along with an appropriate
instrument of assignment in form satisfactory to the Insurer to permit ownership
of such Series E Notes to be registered in the name of the Insurer) for payment
to the Insurer, and not the Trustee or any paying agent, and (iv) that should
they be entitled to receive partial payment of principal from the Insurer, they
must surrender their Series E Notes for payment thereon first to the Trustee,
who shall note on such Series E Notes the portion of the principal paid by the
Trustee, and then, along with an appropriate instrument of assignment in form
satisfactory to the Insurer, to the Insurer, which will then pay the unpaid
portion of principal.

         (d)......In the event that the Trustee has notice that any payment of
principal of or interest on a Series E Note which has become due for payment
(under the terms of the Policy) and which is made to a Holder by or on behalf of
the Company has been deemed a preferential transfer and theretofore recovered
from its Holder pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with a final, nonappealable order of a court having
competent jurisdiction, the Trustee shall, at the time the Insurer is notified
pursuant to (a) above, notify all Holders of the Series E Notes that in the
event that any Holder's payment is so recovered, such Holder will be entitled to
payment from the Insurer to the extent of such recovery if sufficient funds are
not otherwise available, and the Trustee shall furnish to the Insurer its
records evidencing the payments of principal of and interest on the Series E
Notes which have been made by the Trustee and subsequently recovered from
Holders and the dates on which such payments were made.

         (e)......In addition to those rights granted the Insurer under the
Indenture, the Insurer shall, to the extent it makes payment of principal of or
interest on Series E Notes, become subrogated to the rights of the recipients of
such payments in accordance with the terms of the Policy, and to evidence such
subrogation (i) in the case of subrogation as to claims for past due interest,
the Trustee shall note the Insurer's rights as subrogee on the registration
books of the Company maintained by the Trustee upon receipt from the Insurer of
proof of the payment of interest thereon to the Holders of the Series E Notes,
and (ii) in the case of subrogation as to claims for past due principal, the
Trustee shall note the Insurer's rights as subrogee on the registration books of
the Company maintained by the Trustee upon surrender of the Series E Notes by
the Holders thereof together with proof of the payment of principal thereof.

         SECTION 204. Application of Term "Outstanding" to Series E Notes. In
the event that the principal and/or interest due on the Series E Notes shall be
paid by the Insurer pursuant to the Policy, the Series E Notes shall remain
Outstanding for all purposes of the Indenture, not be considered defeased or
otherwise satisfied and not be considered paid by the Company, and the
assignment and pledge of the Indenture and all covenants, agreements and other
obligations of the Company to the Holders of the Series E Notes shall continue
to exist and shall run to the benefit of the Insurer, and the Insurer shall be
subrogated to the rights of such Holders to the extent of each such payment.

         SECTION 205. Insurer as Third Party Beneficiary. To the extent that the
Indenture confers upon or gives or grants to the Insurer any right, remedy or
claim under or by reason of the Indenture, the Insurer is hereby explicitly
recognized as being a third-party beneficiary hereunder and may enforce any such
right, remedy or claim conferred, given or granted hereunder.

         SECTION 206. Concerning the Special Insurance Provisions. The
provisions of this Article 2 shall apply notwithstanding anything in the
Indenture to the contrary, but only so long as the Policy shall be in full force
and effect and the Insurer is not in default thereunder.


                                    ARTICLE 3

                            Miscellaneous Provisions

         SECTION 301. Recitals by Company. The recitals in this Fifth
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of Series E Notes and of this Fifth Supplemental Indenture
as fully and with like effect as if set forth herein in full.

         SECTION 302. Ratification and Incorporation of Original Indenture. As
heretofore supplemented and as supplemented hereby, the Original Indenture is in
all respects ratified and confirmed, and the Original Indenture as heretofore
supplemented and as supplemented by this Fifth Supplemental Indenture shall be
read, taken and construed as one and the same instrument.

         SECTION 303. Executed in Counterparts. This Fifth Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.


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1143321_1.DOC
         .........IN WITNESS WHEREOF, each party hereto has caused this
instrument to be signed in its name and behalf by its duly authorized officers,
all as of the day and year first above written.

ATTEST:  .........                          MISSISSIPPI POWER COMPANY


By:      .........                          By:
   --------------------------
      Vicki L. Pierce                                   Michael W. Southern
      Secretary and Assistant Treasurer        Vice President, Treasurer and
         .........                                   Chief Financial Officer


ATTEST:  .........                          DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee


By:      .........                                   By:
   -----------------------------------------
         .........                                   Name:
         .........                                   Title:


<PAGE>


                                    EXHIBIT A

                              FORM OF SERIES E NOTE




<PAGE>





NO. ____                                                   CUSIP NO. 605417799


                            MISSISSIPPI POWER COMPANY
                           SERIES E 5-5/8% SENIOR NOTE
                                 DUE MAY 1, 2033



       Principal Amount:              $_____________

       Regular Record Date:           15th  calendar day prior to Interest
                                      Payment Date  (whether or not a
                                      Business Day)

       Original Issue Date:           April 29, 2003

       Stated Maturity:               May 1, 2033

       Interest Payment Dates:        February 1, May 1, August 1 and November 1

       Interest Rate:                 5-5/8% per annum

       Authorized Denominations:      $25 or any integral multiple thereof

       Initial Redemption Date:       May 1, 2008


         Mississippi Power Company, a Mississippi corporation (the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to
_____________________, or registered assigns, the principal sum of
___________________________DOLLARS ($___________) on the Stated Maturity shown
above (or upon earlier redemption), and to pay interest thereon from the
Original Issue Date shown above, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, quarterly in arrears on
each Interest Payment Date as specified above, commencing August 1, 2003, and on
the Stated Maturity (or upon earlier redemption) at the rate per annum shown
above until the principal hereof is paid or made available for payment and on
any overdue principal and on any overdue installment of interest. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date (other than an Interest Payment Date that is the Stated Maturity or on a
Redemption Date) will, as provided in such Indenture, be paid to the Person in
whose name this Note (the "Note") is registered at the close of business on the
Regular Record Date as specified above next preceding such Interest Payment
Date, provided that any interest payable at Stated Maturity or on any Redemption
Date will be paid to the Person to whom principal is payable. Except as
otherwise provided in the Indenture, any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
is registered at the close of business on a Special Record Date for the payment
of such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Notes of this series shall be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Indenture.

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Note is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day that is a Business Day (and without interest or
other payment in respect of any such delay), with the same force and effect as
if made on the date the payment was originally payable. A "Business Day" shall
mean any day other than a Saturday or a Sunday or a day on which banking
institutions in New York City are authorized or required by law or executive
order to remain closed or a day on which the Corporate Trust Office of the
Trustee is closed for business.

         Payment of the principal of and interest due at the Stated Maturity or
earlier redemption of the Series E Notes shall be made upon surrender of the
Series E Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series E Notes shall be paid in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts. Payment of interest (including interest on an
Interest Payment Date) will be made, subject to such surrender where applicable,
at the option of the Company, (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (ii)
by wire transfer or other electronic transfer at such place and to such account
at a banking institution in the United States as may be designated in writing to
the Trustee at least 16 days prior to the date for payment by the Person
entitled thereto.

         XL Capital Assurance Inc. (the "Insurer"), New York, New York, has
delivered its financial guaranty insurance policy (the "Policy") with respect to
the scheduled payments due of principal of and interest on this Note to the
principal Corporate Trust Office of the Trustee. Said Policy is on file and
available for inspection at the principal Corporate Trust Office of the Trustee
and a copy thereof may be obtained from the Insurer or the Trustee.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



<PAGE>






         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: April 29, 2003


         .........                      MISSISSIPPI POWER COMPANY



         .........                      By:

         .........                      Title:



Attest:


         .........
Title:


                {Seal of MISSISSIPPI POWER COMPANY appears here}


<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Senior Notes referred to in the within-mentioned
Indenture.

         .........             DEUTSCHE BANK TRUST COMPANY AMERICAS,
         .........             as Trustee

         .........             By:
                                    Authorized Officer


<PAGE>


                             (Reverse Side of Note)


         This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of May 1, 1998, as supplemented (the "Indenture"),
between the Company and Deutsche Bank Trust Company Americas (formerly known as
Bankers Trust Company), Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
incidental thereto reference is hereby made for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as Series E 5-5/8% Senior Notes
due May 1, 2033 (the "Series E Notes") which is unlimited in aggregate principal
amount. Capitalized terms used herein for which no definition is provided herein
shall have the meanings set forth in the Indenture.

         The Company shall have the right, subject to the terms and conditions
of the Indenture, to redeem this Note at any time on or after May 1, 2008 at the
option of the Company, without premium or penalty, in whole or in part, at a
Redemption Price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest to the Redemption Date.

         In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the surrender hereof. The Notes will not have a
sinking fund.

         If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes of
this series are exchangeable for a like aggregate principal amount of Notes of
this series of a different authorized denomination, as requested by the Holder
surrendering the same upon surrender of the Note or Notes to be exchanged at the
office or agency of the Company.

         This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.







<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM- as tenants in           UNIF GIFT MIN ACT- _______ Custodian ________
         common                                    (Cust)              (Minor)
TEN ENT- as tenants by the
         entireties                                      under Uniform Gifts to
JT TEN-  as joint tenants                                     Minors Act
         with right of
         survivorship and                         ________________________
         not as tenants                                     (State)
         in common

                    Additional abbreviations may also be used
                          though not on the above list.


         FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
(please insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

 .........

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing agent to transfer said Note on the books of the Company, with full
power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.


<PAGE>

                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Senior Notes referred to in the within-mentioned
Indenture.

         .........            DEUTSCHE BANK TRUST COMPANY AMERICAS,
         .........            as Trustee


         .........            By:
                                   Authorized Officer