Exhibit 4.7

















                                DEPOSIT AGREEMENT



                                      among



                           MISSISSIPPI POWER COMPANY,



                                  SUNTRUST BANK



                                       and



                          the Holders of the Depositary
                         Receipts to be issued hereunder





                            Dated as of April 1, 2004

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                                TABLE OF CONTENTS

                                                               Page

ARTICLE I        DEFINITIONS.....................................1

Section 1.01.  Authorizing Resolution.............................1
Section 1.02.  Company............................................1
Section 1.03.  Corporate Trust Office.............................1
Section 1.04.  Deposit Agreement..................................2
Section 1.05.  Depositary.........................................2
Section 1.06.  Depositary's Agent.................................2
Section 1.07.  Depositary Shares..................................2
Section 1.08.  Preferred Stock....................................2
Section 1.09.  Receipt............................................2
Section 1.10.  Record Holder......................................2
Section 1.11.  Registrar..........................................2
Section 1.12.  Securities Act.....................................2
Section 1.13.  Underwriting Agreement.............................2

ARTICLE II     FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,
       EXECUTION AND DELIVERY, TRANSFER,  SURRENDER AND
       REDEMPTION OF RECEIPTS.....................................3

Section 2.01.  Form and Transferability of Receipts...............3
Section 2.02.  Deposit of Preferred Stock; Execution and
      Delivery of Receipts in Respect Thereof.....................4
Section 2.03.  Redemption.........................................5
Section 2.04.  Transfer of Receipts...............................6
Section 2.05.  Combinations and Split-ups of Receipts.............6
Section 2.06.  Surrender of Receipts and Withdrawal of
      Preferred Stock.............................................7
Section 2.07.  Limitations on Execution and Delivery,
      Transfer, Surrender and Exchange of Receipts................7
Section 2.08.  Lost Receipts, etc.................................8
Section 2.09.  Cancellation and Destruction of Surrendered
      Receipts....................................................8
Section 2.10.  Temporary Receipts.................................8

ARTICLE III      CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS.......8

Section 3.01.  Filing Proofs, Certificates and Other
      Information.................................................8
Section 3.02.  Payment of Taxes or Other Governmental
      Charges.....................................................9
Section 3.03.  Warranties as to Preferred Stock...................9

ARTICLE IV       THE DEPOSITED SECURITIES; NOTICES................9

Section 4.01.  Cash Distributions.................................9
Section 4.02.  Distributions Other Than Cash.....................10
Section 4.03.  Subscription Rights, Preferences or
      Privileges.................................................10
Section 4.04.  Notice of Dividends, Fixing of Record Date
      for Receipt Holders........................................11
Section 4.05.  Voting Rights.....................................11
Section 4.06.  Changes Affecting Deposited Securities and
      Reclassifications, Recapitalizations, etc..................11
Section 4.07.  Reports...........................................12
Section 4.08.  Lists of Receipt Holders..........................12

ARTICLE V        THE DEPOSITARY AND THE COMPANY..................12

Section 5.01.  Maintenance of Offices, Agencies and
      Transfer Books by the Depositary; Registrar................12
Section 5.02.  Prevention or Delay in Performance by the
      Depositary or the Company..................................13
Section 5.03.  Obligations of the Depositary, the
      Depositary's Agents and the Company........................13
Section 5.04.  Resignation and Removal of the Depositary;
      Appointment of Successor Depositary........................14
Section 5.05.  Corporate Notices and Reports.....................15
Section 5.06.  Deposit of Preferred Stock by the Company.........15
Section 5.07.  Indemnification by the Company....................15
Section 5.08.  Charges and Expenses..............................15
Section 5.09.  Tax Compliance....................................15

ARTICLE VI       AMENDMENT AND TERMINATION......................16

Section 6.01.  Amendment.........................................16
Section 6.02.  Termination.......................................16

ARTICLE VII      MISCELLANEOUS...................................17

Section 7.01.  Counterparts......................................17
Section 7.02.  Exclusive Benefit of Parties......................17
Section 7.03.  Invalidity of Provisions..........................17
Section 7.04.  Notices...........................................18
Section 7.05.  Depositary's Agents...............................18
Section 7.06.  Holders of Receipts are Parties...................18
Section 7.07.  Governing Law.....................................18
Section 7.08.  Headings..........................................18

EXHIBIT A        Form of Depositary Receipt.......................1





<PAGE>


                                DEPOSIT AGREEMENT




         DEPOSIT AGREEMENT dated as of April 1, 2004 among MISSISSIPPI POWER
COMPANY, a Mississippi corporation, SUNTRUST BANK, a Georgia banking
corporation, and all holders from time to time of Depositary Receipts issued
hereunder.

                              W I T N E S S E T H:

         WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of the shares of Preferred Stock with the
Depositary for the purposes set forth in this Deposit Agreement and for the
issuance hereunder of Depositary Receipts evidencing Depositary Shares
representing the Preferred Stock so deposited; and

         WHEREAS, the Depositary Receipts are to be substantially in the form of
Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement;

         NOW, THEREFORE, in consideration of the premises, it is agreed by and
among the parties hereto as follows:


                                    ARTICLE I

         DEFINITIONS

         The following definitions shall for all purposes, unless otherwise
clearly indicated, apply to the respective terms used in this Deposit Agreement:

         Section 1.01. Authorizing Resolution. The term "Authorizing Resolution"
shall mean the resolution adopted by the Company's Board of Directors
establishing and setting forth the rights, preferences and privileges of the
Preferred Stock, and the qualifications, limitations or restrictions thereof, as
the same may be amended from time to time, which upon filing with the
Mississippi Secretary of State shall become part of the Company's Articles of
Incorporation, as amended.

         Section 1.02. Company. The term "Company" shall mean Mississippi Power
Company, a corporation incorporated and existing under the laws of the State of
Mississippi and having its principal office at the date of this Deposit
Agreement at 2992 West Beach, Gulfport, Mississippi 39501, and its successors.

         Section 1.03. Corporate Trust Office. The term "corporate trust
office," when used with respect to the Depositary, shall mean the corporate
trust office of the Depositary, which at the date of this Deposit Agreement is
[insert SunTrust Corporate Trust Address].

         Section 1.04. Deposit Agreement. The term "Deposit Agreement" shall
mean this Agreement, as the same may be amended or supplemented from time to
time.

         Section 1.05. Depositary. The term "Depositary" shall mean SunTrust
Bank, a Georgia banking corporation, and any successor as depositary hereunder.

         Section 1.06. Depositary's Agent. The term "Depositary's Agent" shall
mean an agent appointed by the Depositary, and approved by the Company, as
provided, and for the purposes specified, in Section 7.05 hereof.

         Section 1.07. Depositary Shares. The term "Depositary Shares" shall
mean the rights evidenced by the Receipts issued hereunder and the interests in
the Preferred Stock represented thereby. Each Depositary Share shall represent
one-fourth (1/4) share of Preferred Stock and the same proportionate interest in
any and all money and other property received by the Depositary in respect of
such share of Preferred Stock at the time held under this Deposit Agreement.

         Section 1.08. Preferred Stock. The term "Preferred Stock" shall mean
the Company's 5.25% Series Preferred Stock, Cumulative, Par Value $100 Per
Share.

         Section 1.09. Receipt. The term "Receipt" shall mean one or more of the
Depositary Receipts, whether in definitive or temporary form, issued hereunder
substantially in the form of Exhibit A annexed hereto.

         Section 1.10. Record Holder. The term "record holder" as applied to a
Depositary Receipt shall mean the person in whose name a Receipt is registered
on the books of the Depositary maintained for such purpose.

         Section 1.11. Registrar. The term "Registrar" shall mean any bank or
trust company which shall be appointed to register Depositary Receipts as herein
provided.

         Section 1.12. Securities Act. The term "Securities Act" shall mean the
Securities Act of 1933, as from time to time amended.

         Section 1.13. Underwriting Agreement. The term "Underwriting Agreement"
shall mean the Underwriting Agreement, dated March 3, 2004, between the Company
and the Underwriters named therein, providing for the purchase of the Depositary
Shares.


                                   ARTICLE II

                  FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,
                        EXECUTION AND DELIVERY, TRANSFER,
                      SURRENDER AND REDEMPTION OF RECEIPTS

         Section 2.01. Form and Transferability of Receipts. Definitive Receipts
shall be engraved or printed or lithographed on steel-engraved borders and shall
be substantially in the form set forth in Exhibit A annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided. Pending the preparation of definitive Receipts, the
Depositary, upon the written order of the Company or any holder of Preferred
Stock, as the case may be, delivered in compliance with Section 2.02, shall
execute and deliver temporary Receipts which are printed, lithographed,
typewritten, mimeographed or otherwise substantially of the tenor of the
definitive Receipts in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the persons
executing such Receipts may determine, as evidenced by their execution of such
Receipts. After the preparation of definitive Receipts, the temporary Receipts
shall be exchangeable for definitive Receipts upon surrender of the temporary
receipts at the offices of the Depositary, without charge to the holder. Upon
the surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefore definitive Receipts
representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts. Such exchange shall be made at the
Company's expense and without any charge therefore. Until so exchanged, the
temporary Receipts shall in all respects be entitled to the same benefits under
this Deposit Agreement, and with respect to the Preferred Stock, as definitive
Receipts. Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary, provided that such signature may
be a facsimile if a Registrar for the Receipts shall have been appointed and
such Receipts are countersigned by the manual signature of a duly authorized
officer of the Registrar. No Receipt shall be entitled to any benefits under
this Deposit Agreement or be valid or obligatory for any purposes unless it
shall have been executed by the Depositary by the signature of a duly authorized
officer and by the signature of a duly authorized officer of the Registrar. The
Depositary shall record on its books each Receipt so signed and delivered as
hereinafter provided and the name and address of the person in whose name such
Receipt is registered.

         Except as the Depositary may otherwise determine with the written
consent of the Company, Receipts shall be in denominations of any integral
number of Depositary Shares.

         The Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions
of this Deposit Agreement as may be required to comply with any applicable law
or any regulation thereunder or with the rules and regulations of any securities
exchange upon which the Preferred Stock, the Depositary Shares or the Receipts
may be listed or to conform with any usage with respect thereto, or to indicate
any special limitations or restrictions to which any particular Receipt is
subject.

         Title to a Receipt (and to the Depositary Shares evidenced thereby),
when properly endorsed or accompanied by a properly executed instrument of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument, provided, however, that until a Receipt shall be
transferred on the books of the Depositary as provided in Section 2.04, the
Depositary, notwithstanding any notice to the contrary, may treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.

         Section 2.02. Deposit of Preferred Stock; Execution and Delivery of
Receipts in Respect Thereof. In connection with the closing under the
Underwriting Agreement, the Company will deliver to the Depositary a certificate
or certificates representing the aggregate number of shares of Preferred Stock
underlying the Depositary Shares sold pursuant to the Underwriting Agreement.
Thereafter, subject to the terms and conditions of this Deposit Agreement, any
holder of Preferred Stock may deposit such Preferred Stock under this Deposit
Agreement by delivery to the Depositary of a certificate or certificates for the
Preferred Stock to be deposited properly endorsed or accompanied, if required by
law, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with all such certifications as may be
required by the Depositary in accordance with the provisions of this Deposit
Agreement, and together with a written order directing the Depositary to execute
and deliver to, or upon the written order of, the person or persons stated in
such order a Receipt or Receipts for the aggregate number of Depositary Shares
representing such deposited Preferred Stock.

         If required by the Depositary, Preferred Stock presented for deposit at
any time, whether or not the register of stockholders of the Company is closed,
shall also be accompanied by an agreement or assignment, or other instrument
satisfactory to the Depositary, which will provide for the prompt transfer to
the Depositary or its nominee of any dividend or right to subscribe for
additional Preferred Stock or to receive other property which any person in
whose name the Preferred Stock is or has been recorded may thereafter receive
upon or in respect of such deposited Preferred Stock, and to which the
Depositary shall be entitled, or in lieu thereof such agreement of indemnity or
other agreement as shall be satisfactory to the Depositary.

         Upon each delivery to the Depositary of a certificate or certificates
for Preferred Stock to be deposited hereunder, together with the other documents
above specified, the Depositary shall, as soon as transfer and recordation can
be accomplished, present such certificate or certificates to the Company or the
transfer agent for the Preferred Stock, as the Company shall instruct the
Depositary, for transfer and recordation of the Preferred Stock being deposited
in the name of the Depositary or its nominee.

         The certificates representing the Preferred Stock so delivered to the
Depositary shall be registered in the name of the Depositary or its nominee, and
shall be held by the Depositary upon and subject to the terms of this Deposit
Agreement as custodian for those persons who are the registered holders of
Receipts from time to time.

         Deposited Preferred Stock shall be held by the Depositary at the
corporate trust office of the Depositary, or at such other place or places as
the Depositary shall determine.

         Upon receipt by the Depositary of a certificate or certificates for
Preferred Stock deposited in accordance with the provisions of this Section
2.02, together with the other documents required as above specified, the
Depositary, subject to the terms and conditions of this Deposit Agreement, shall
execute and deliver to or upon the order of the person or persons named in the
written order referred to in the first paragraph of this Section 2.02 a Receipt
or Receipts evidencing the aggregate number of Depositary Shares represented by
such Preferred Stock, in the denominations and registered in such name or names
as requested by such person or persons. The Depositary shall execute and deliver
such Receipts at its corporate trust office or at such other offices as it may
designate. However, in each case, such delivery will be made only upon payment
to the Depositary of the fee of the Depositary for the execution and delivery of
such Receipt or Receipts, as provided in Section 5.08, and of all taxes and
governmental charges and fees payable in connection with such deposit and the
transfer of the deposited Preferred Stock.

         Section 2.03. Redemption. Whenever the Company shall elect, under its
Articles of Incorporation, as amended, and the Authorizing Resolution, to redeem
shares of Preferred Stock, it shall give the Depositary not less than 30 days'
notice of the date of such proposed redemption, identifying the number of shares
of Preferred Stock held by the Depositary to be redeemed and the applicable
redemption price. The Depositary shall mail notice of such redemption and the
simultaneous redemption of the number of Depositary Shares representing the
Preferred Stock to be redeemed, first class mail postage prepaid, not less than
15 nor more than 60 days prior to the date fixed for redemption (the "Redemption
Date"), to the record holders of Receipts for Depositary Shares to be redeemed,
at the addresses of such holders as the same appear on the records of the
Depositary; but neither failure to mail any such notice to one or more such
holders nor any defect in any notice shall affect the sufficiency of the
proceedings for redemption as to other holders. Each such notice shall state the
Redemption Date; the number of Depositary Shares to be redeemed; if less than
all the Depositary Shares evidenced by Receipts held by such holder are to be
redeemed, the number of such Depositary Shares to be redeemed from such holder;
the applicable redemption price; the place or places where Receipts evidencing
Depositary Shares are to be presented and surrendered for redemption and payment
of the redemption price; and that dividends in respect of the Depositary Shares
to be redeemed will cease on the Redemption Date. In case less than all the
outstanding Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed shall be selected pro rata (as nearly as may be) or by lot or by such
other equitable method as the Depositary may determine.

         If notice of redemption shall have been given as hereinbefore provided,
and the Company shall not default in the payment of the redemption price for the
underlying Preferred Stock to be redeemed, then each holder of Receipts
evidencing Depositary Shares called for redemption shall be entitled to all
preferences and relative and other rights accorded by this Deposit Agreement
until and including the day immediately preceding the Redemption Date, and
thereafter all such rights shall cease and terminate, except the right of the
holders thereof to receive, upon surrender of their Receipts, the amounts
payable upon redemption of the Depositary Shares evidenced by such Receipts. If
the Company shall default in making payment of the redemption price for the
underlying Preferred Stock to be redeemed on the Redemption Date, then each
holder of the Receipts evidencing Depositary Shares called for redemption shall
be entitled to all preferences and relative and other rights accorded by this
Deposit Agreement until and including the date when the Company makes funds for
the payment of the redemption price for the Preferred Stock underlying each
Depositary Share to be redeemed available to the Depositary (the "Final
Redemption Date"). From and after the Redemption Date, or, if the Company shall
default in the payment of the redemption price for the underlying Preferred
Stock to be redeemed, from and after the Final Redemption Date, the Depositary
Shares called for redemption shall no longer be deemed to be outstanding and all
rights of holders of such shares shall cease and terminate, except the right of
the holders of such shares, upon surrender of Receipts therefor, to receive
amounts to be paid upon redemption thereof. On the Redemption Date or Final
Redemption Date, as applicable, the Depositary shall redeem the number of
Depositary Shares representing the Preferred Stock to be redeemed. Upon
surrender in accordance with said notice of the Receipts evidencing any such
Depositary Shares (properly endorsed or assigned for transfer, if the Depositary
shall so require), such Depositary Shares shall be redeemed by the Depositary at
the redemption price per Depositary Share equal to one-fourth (1/4) of the
redemption price per share applicable to the shares of Preferred Stock. The
deposit with the Depositary, in trust for the benefit of the holders of the
Depositary Shares, of monies provided for the redemption of Preferred Stock
shall be irrevocable except that any balance of monies so deposited by the
Company and unclaimed by the holders of the Depositary Shares entitled thereto
at the expiration of two years from the Redemption Date (or the Final Redemption
Date, as applicable) shall be repaid to the Company, and after any such
repayment, the holders of the Depositary Shares entitled to the funds so repaid
to the Company shall look only to the Company for payment, without interest.

         The Depositary shall have no liability to the holders of Depositary
Shares for failure timely to pay the redemption price for Depositary Shares to
be redeemed if the Company shall have failed timely to deposit with the
Depositary the redemption price for the Preferred Stock underlying such
Depositary Shares.

         Section 2.04. Transfer of Receipts. Subject to the terms and conditions
of this Deposit Agreement, the Depositary shall make transfers on its books from
time to time of Receipts upon any surrender thereof by the holder in person or
by duly authorized attorney, properly endorsed or accompanied by a properly
executed instrument of transfer, and duly stamped as may be required by law.
Thereupon, the Depositary shall execute a new Receipt or Receipts and deliver
the same to or upon the order of the person entitled thereto representing the
same aggregate number of Depositary Shares as those represented by the Receipt
or Receipts surrendered.

         Section 2.05. Combinations and Split-ups of Receipts. Upon surrender of
a Receipt or Receipts at the Depositary's corporate trust office or at such
other offices as it may designate for the purpose of effecting a split-up or
combination of such Receipt or Receipts, and subject to the terms and conditions
of this Deposit Agreement, the Depositary shall execute and deliver a new
Receipt or Receipts in authorized denominations for the number of Depositary
Shares requested, representing the same aggregate number of Depositary Shares
represented by the Receipt or Receipts surrendered.

         Section 2.06. Surrender of Receipts and Withdrawal of Preferred Stock.
Upon surrender of a Receipt or Receipts at the Depositary's corporate trust
office or at such other offices as it may designate for the purpose of
withdrawal of the Preferred Stock represented thereby, and subject to the terms
and conditions of this Deposit Agreement, the holder of such Receipt or Receipts
shall be entitled to delivery, to such holder or upon such holder's order, of
such number of whole shares of the Preferred Stock and any other property at the
time represented by all such Receipts as such holder may designate. Upon such
surrender, the Depositary shall deliver to such holder one or more certificates
representing the number of whole shares of Preferred Stock which the holder
wishes to withdraw and one or more Receipts for (a) the number of Depositary
Shares representing the number of whole shares of Preferred Stock, if any, which
such holder does not wish to withdraw and (b) the number of Depositary Shares
representing less than one whole share of Preferred Stock. Delivery of such
Preferred Stock and other property may be made by the delivery of certificates
and other proper documents of title, which, if required by law, shall be
properly endorsed or accompanied by proper instruments of transfer. Such
delivery shall be made, as hereinafter provided, without unreasonable delay.

         A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by a properly
executed instrument of transfer in blank, and the holder thereof shall execute
and deliver to the Depositary a written order directing the Depositary to cause
the Preferred Stock being withdrawn to be delivered to or upon the written order
of a person or persons designated in such order. Thereupon, the Depositary shall
deliver at its corporate trust office, subject to the terms and conditions of
this Deposit Agreement, to or upon the written order of the person or persons
designated in the order delivered to the Depositary as above provided, the
Preferred Stock and other property represented by such Receipt.

         At the request, risk and expense of any holder so surrendering a
Receipt, and for the account of such holder, the Depositary shall forward the
certificate or certificates and other proper documents of title for the amount
of Preferred Stock and any other property represented by such Receipt for
delivery at such place as may be designated by the holder.

         Section 2.07. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts. As a condition precedent to the execution
and delivery, transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, or any of the Depositary's Agents, may require payment
of a sum sufficient for reimbursement of any tax or other governmental charge
with respect thereto (including any such tax or charge with respect to Preferred
Stock being deposited or withdrawn), may require proof satisfactory to it as to
the identity and genuineness of any signature and may also require compliance
with such regulations, if any, as the Depositary may establish consistent with
the provisions of this Deposit Agreement.

         The deposit of Preferred Stock may be refused, or the delivery of
Receipts against Preferred Stock may be suspended or the transfer of Receipts
may be refused, or the transfer, surrender or exchange of outstanding Receipts
may be suspended during any period when the register of stockholders of the
Company is closed, or if any such action is deemed necessary or advisable by the
Depositary, any of the Depositary's Agents or the Company at any time or from
time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of this Deposit
Agreement or for any other reason. Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under this Deposit Agreement
any Preferred Stock which in order to be so deposited is required to be
registered under the Securities Act, unless a registration statement under the
Securities Act is in effect as to such Preferred Stock.

         Section 2.08. Lost Receipts, etc. In case any Receipt shall be
mutilated or be destroyed or lost or stolen, the Depositary in its discretion
may execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon the filing by the holder thereof
with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt and the authenticity thereof and of
the holder's ownership thereof and the holder's furnishing the Depositary with
reasonable indemnification satisfactory to it.

         Section 2.09. Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. The Depositary is authorized to destroy such
Receipts so cancelled.

         Section 2.10. Temporary Receipts. Until definitive Receipts are ready
for delivery, the Company may prepare and, if so prepared, the Depositary shall
execute, temporary Receipts. Temporary Receipts shall be substantially in the
form of definitive Receipts but may have variations that the Depositary
considers appropriate for temporary Receipts. Without unreasonable delay, the
Company shall prepare and the Depositary shall execute definitive Receipts and
exchange the same for the temporary Receipts.

                                   ARTICLE III

                   CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS

         Section 3.01. Filing Proofs, Certificates and Other Information. Any
person presenting Preferred Stock for deposit or any holder of a Receipt may be
required from time to time to file such proof of residence, or other matters or
other information, to execute such certificates and to make such representations
and warranties as the Depositary may reasonably deem necessary or proper. The
Depositary may withhold the delivery, transfer or exchange of any Receipt or the
distribution or sale of any dividend or other distribution or rights or of the
proceeds thereof until such proof or other information is filed or such
certificates are executed or such representations and warranties are made.

         Section 3.02. Payment of Taxes or Other Governmental Charges. If any
tax or other governmental charge shall become payable by or on behalf of the
Depositary with respect to any Receipt or Depositary Share, or any Preferred
Stock (or any fractional interest therein) represented by any Depositary Share,
such tax (including transfer taxes, if any) or governmental charge shall be
payable by the holder of such Receipt or of the Receipt evidencing such
Depositary Share, except as provided in Section 5.08. Transfer of such Receipt
or any withdrawal of such Preferred Stock may be refused until such payment is
made, and any dividends or other distributions may be withheld, or any part or
all of the Preferred Stock represented by such Receipt and not theretofore sold
may be sold for the account of the holder thereof (after attempting by
reasonable means to notify such holder prior to such sale), and such dividends
or other distributions or the proceeds of any such sale may be applied to
payment of any such tax or other governmental charge, the holder of such Receipt
remaining liable for any deficiency.

         Section 3.03. Warranties as to Preferred Stock. Every person depositing
Preferred Stock under this Deposit Agreement shall be deemed thereby to
represent and warrant that each certificate for such Preferred Stock is valid
and that the person making such deposit is duly authorized to do so and has, or
the person on whose behalf such deposit is made has, good and marketable title
to such Preferred Stock, free and clear of any liens, claims or encumbrances.
The Company hereby further represents and warrants that the Preferred Stock,
when issued, will be validly issued, fully paid and nonassessable. Such
representations and warranties shall survive the deposit of the Preferred Stock
and the issuance of Receipts.

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

         Section 4.01. Cash Distributions. Whenever the Depositary shall receive
any cash dividend or other cash distribution on the Preferred Stock, which
dividend or distribution the Depositary shall hold in trust for the benefit of
the holders of Receipts, the Depositary shall distribute to each record holder
of Receipts on the record date fixed pursuant to Section 4.04 the amount of such
dividend or distribution as is in proportion to the number of outstanding
Depositary Shares held by such holder; provided, however, that in case the
Company or the Depositary shall be required to withhold and does withhold from
any cash dividend or other cash distribution in respect of the Preferred Stock
an amount on account of taxes, the amount made available for distribution or
distributed on the Receipts issued in respect of such Preferred Stock shall be
reduced accordingly. The Depositary shall distribute or make available for
distribution, as the case may be, only such amount, however, as can be
distributed without attributing to any record holder of a Receipt or Receipts a
fraction of one cent (based upon the aggregate number of Receipts held by each
record holder) and any balance not so distributable shall be held by the
Depositary (without liability for interest thereon) and shall be added to and
treated as part of the next sum received by the Depositary for distribution to
record holders of Receipts then outstanding.

         Section 4.02. Distributions Other Than Cash. Whenever the Depositary
shall receive any distribution other than cash upon the Preferred Stock, which
distribution the Depositary shall hold in trust for the benefit of the holders
of Receipts, the Depositary shall distribute, to each record holder of Receipts
on the record date fixed pursuant to Section 4.04, such amount of the securities
or other property received by it as is in proportion to the number of
outstanding Depositary Shares held by such holder, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution. If in the opinion of the Depositary such distribution cannot be
made proportionately among the record holders of Receipts entitled thereto, or
if for any other reason (including any requirement that the Company or the
Depositary withhold an amount on account of taxes) the Depositary deems such
distribution not to be feasible, the Depositary may, with the prior approval in
writing of the Company, adopt such method as it deems equitable and practicable
for the purpose of effecting such distribution, including the sale (at public or
private sale) of the securities or other property thus received, or any part
thereof, at such place or places and upon such terms as it may deem proper. The
net proceeds of any such sale shall be distributed or made available for
distribution, as the case may be, by the Depositary to the holders of Receipts
entitled thereto as in the case of a distribution received in cash.

         Section 4.03. Subscription Rights, Preferences or Privileges. Whenever
the Company shall offer or cause to be offered to the holders of the Preferred
Stock in whose names such securities are recorded on the books of the Company
any rights, preferences or privileges to subscribe for or to purchase any
securities or any rights, preferences or privileges of any other nature, such
rights, preferences or privileges shall be made available by the Depositary to
the holders of Receipts in such manner as the Depositary may determine, either
by the issue to the record holders of Receipts entitled thereto of warrants
representing such rights, preferences or privileges or by such other method as
may be approved by the Depositary in its discretion; provided, however, that if
at the time of issue or offer of any such rights, preferences or privileges the
Depositary determines that it is not lawful or not feasible to make such rights,
preferences or privileges available to holders of Receipts by the issue of
warrants or otherwise, or if and to the extent so instructed by holders of
Receipts who do not desire to exercise such rights, preferences or privileges,
the Depositary, in its discretion, may, if applicable laws permit transfer, sell
such rights, preferences or privileges at public or private sale, at such place
or places and upon such terms as it may deem proper. The net proceeds of any
such sale shall be distributed by the Depositary to the record holders of
Receipts entitled thereto as in the case of a distribution received in cash.

         If the Company shall determine that registration under the Securities
Act of the securities to which any rights, preferences or privileges relate is
required in order for holders of Receipts to be offered or sold the securities
to which such rights, preferences or privileges relate, the Company will file
promptly a registration statement pursuant to the Securities Act with respect to
such rights, preferences or privileges and securities and use its best efforts
and take all steps available to it to cause such registration statement to
become effective within a reasonable period of time before such rights,
preferences or privileges shall expire. In no event shall the Depositary make
available to the holders of Receipts any right, preference or privilege to
subscribe for or to purchase any securities unless and until any such required
registration statement is in effect.

         If the Company shall determine that any other action under the laws of
any jurisdiction or any governmental or administrative authorization, consent or
permit is required in order for such rights, preferences or privileges to be
made available to holders of Receipts, the Company agrees with the Depositary
that the Company will use its best efforts to take such action or obtain such
authorization, consent or permit sufficiently in advance of the expiration of
the rights, preferences or privileges to enable holders of Receipts to exercise
such rights, preferences or privileges.

         Section 4.04. Notice of Dividends, Fixing of Record Date for Receipt
Holders. Whenever (i) any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or (ii) whenever
rights, preferences or privileges shall be offered, with respect to the
Preferred Stock, or whenever the Depositary shall receive notice of any meeting
at which holders of Preferred Stock are entitled to vote or of which holders of
Preferred Stock are entitled to notice, the Depositary shall fix a record date
(which shall be the record date fixed by the Company with respect to the
Preferred Stock) for the determination of the holders of Receipts who shall be
entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, who shall be entitled to
give instructions for the exercise of voting rights at any such meeting or who
shall be entitled to notice of such meeting.

         Section 4.05. Voting Rights. Upon receipt of notice of any meeting at
which the holders of Preferred Stock are entitled to vote, the Depositary shall,
as soon as practicable thereafter, mail to the record holders of Receipts a
notice which shall contain (a) such information as is contained in such notice
of meeting and (b) a statement that the holders of Receipts at the close of
business on a specified record date will be entitled, subject to any applicable
provisions of law and of the Company's Articles of Incorporation, as amended,
Bylaws or the Authorizing Resolution, to instruct the Depositary as to the
exercise of the voting rights pertaining to the amount of Preferred Stock
represented by the Depositary Shares evidenced by their respective Receipts, and
a brief statement as to the manner in which such instructions may be given. Upon
the written request of a holder of a Receipt on such record date, the Depositary
shall endeavor insofar as practicable to vote or cause to be voted the amount of
Preferred Stock represented by the Depositary Shares evidenced by such Receipt
in accordance with the instructions set forth in such request. The Company
hereby agrees to take all action which may be deemed necessary by the Depositary
in order to enable the Depositary to vote such Preferred Stock or cause such
Preferred Stock to be voted. In the absence of specific instructions from the
holder of a Receipt, the Depositary will abstain from voting to the extent of
the Preferred Stock underlying such Receipt.

         Section 4.06. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc. Upon any change in par value,
split-up, consolidation or any other reclassification of the Preferred Stock, or
upon any recapitalization, reorganization, merger, amalgamation or consolidation
or sale of assets affecting the Company or to which it is a party, the
Depositary may in its discretion, with the approval of the Company, and in such
manner as the Depositary may deem equitable, treat any securities which shall be
received by the Depositary in exchange for or upon conversion of or in respect
of the Preferred Stock as new deposited securities under this Deposit Agreement,
and Depositary Shares and Receipts then outstanding shall thenceforth represent
and evidence the new deposited securities so received in exchange or conversion.
In any such case the Depositary may in its discretion, with the approval of the
Company, execute and deliver additional Receipts, or may call for the surrender
of all outstanding Receipts to be exchanged for new Receipts specifically
describing such new deposited securities.

         Section 4.07. Reports. The Depositary shall make available for
inspection by holders of Receipts at its corporate trust office any reports and
communications received from the Company which are both (a) received by the
Depositary as the holder of the Preferred Stock and (b) made generally available
to the holders of such Preferred Stock by the Company.

         Section 4.08. Lists of Receipt Holders. Promptly upon request by the
Company, the Depositary shall furnish to it a list, as of a recent date, of the
names, addresses and holdings of Depositary Shares by all persons in whose names
Receipts are registered on the books of the Depositary.

                                    ARTICLE V

                         THE DEPOSITARY AND THE COMPANY

         Section 5.01. Maintenance of Offices, Agencies and Transfer Books by
the Depositary; Registrar. Until termination of this Deposit Agreement in
accordance with its terms, the Depositary shall maintain at its offices
facilities for the execution and delivery, transfer, surrender and exchange of
Receipts, all in accordance with the provisions of this Deposit Agreement.

         The Depositary shall keep books at its corporate trust office for the
registration and transfer of Receipts, which at all reasonable times shall be
open for inspection by the record holders of Receipts to the same extent as a
record holder of Preferred Stock may inspect books for the transfer of Preferred
Stock. The Depositary may close the books, at any time or from time to time,
when deemed advisable by it in connection with the performance of its duties
hereunder.

         If the Receipts shall be listed on the New York Stock Exchange or any
other national securities exchange, the Depositary may, with the approval of the
Company, appoint a Registrar for registry of the Receipts in accordance with any
requirements of such exchanges. Such Registrar (which may be the Depositary if
so permitted by the requirements of such exchanges) may be removed and a
substitute Registrar appointed by the Depositary upon the request or with the
approval of the Company. If the Receipts are listed on any such exchange, the
Depositary will, at the request of the Company, arrange for such facilities for
the delivery, transfer, surrender and exchange of Receipts as may be required by
law or applicable securities exchange regulation.

         Section 5.02. Prevention or Delay in Performance by the Depositary or
the Company. Neither the Depositary nor any Depositary's Agent nor the Company
shall incur any liability to any holder of any Receipt, if by reason of any
provision of any present or future law or regulation of the United States of
America or of any other governmental authority, or, in the case of the
Depositary or the Depositary's Agent, by reason of any provision, present or
future, of the Company's Articles of Incorporation, as amended, or the
Authorizing Resolution, or by reason of any act of God or war or other
circumstance beyond its control, the Depositary, any Depositary's Agent or the
Company shall be prevented or forbidden from doing or performing any act or
thing which by the terms of this Deposit Agreement shall be done or performed;
nor shall the Depositary, any Depositary's Agent or the Company incur any
liability to any holder of a Receipt by reason of any nonperformance or delay,
caused as aforesaid, in the performance of any act or thing which by the terms
of this Deposit Agreement shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in this Deposit
Agreement.

         Section 5.03. Obligations of the Depositary, the Depositary's Agents
and the Company. Neither the Depositary nor any Depositary's Agent nor the
Company assumes any obligation or shall be subject to any liability under this
Deposit Agreement to holders of Receipts other than that each of them agrees to
use good faith in the performance of such duties as are specifically set forth
in this Deposit Agreement.

         Neither the Depositary nor any Depositary's Agent nor the Company shall
be under any obligation to take action hereunder pursuant to instructions of
holders of Receipts (except as otherwise expressly provided herein) or to appear
in, prosecute or defend any action, suit or other proceeding in respect of the
Preferred Stock, the Receipts or the Depositary Shares, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it against
all expense (including reasonable attorneys' fees) and liability be furnished as
often as may be required.

         Except as may otherwise be expressly provided herein, the Depositary
shall have no duty to make any determination with respect to the Preferred Stock
or the correctness of the amount of any dividend paid on the Preferred Stock.
Except as may otherwise be expressly provided herein, the Depositary shall have
no duty to inform the holders of Depositary Shares of any rights that such
holders may have with respect to the Preferred Stock other than the duty to
distribute notices from the Company.

         Neither the Depositary nor any Depositary's Agent nor the Company shall
be liable for any action or inaction by it in reliance upon the advice of or
information from legal counsel, accountants, any person presenting Preferred
Stock for deposit, any holder of a Receipt or any other person believed by it in
good faith to be competent to give such advice or information. The Depositary,
any Depositary's Agent or the Company may rely and shall be protected in acting
upon any written notice, request, direction or other document believed by it to
be genuine and to have been signed or presented by the proper party or parties.

         The Depositary shall not be responsible for any failure to carry out
any instructions to vote any of the shares of Preferred Stock or for the manner
or effect of any such vote made, as long as any such action or inaction is in
good faith.

         The Depositary will indemnify the Company against any liability which
may arise out of acts performed or omitted by the Depositary or its agents due
to negligence or bad faith. The Depositary and the Depositary's Agents may own
and deal in any class of securities of the Company and its affiliates and in
Receipts. The Depositary may also be a depositary of the Company and its
affiliates for any purpose, may loan money to the Company and its affiliates,
may act as trustee, transfer agent or registrar of any of the securities of the
Company and its affiliates and may engage in any other business with or for the
Company and its affiliates.

         Section 5.04. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.

         The Depositary may at any time be removed by the Company by written
notice of such removal delivered to the Depositary, such removal to take effect
upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.

         In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor depositary,
which shall be a bank or trust company having its principal office in Atlanta,
Georgia, or New York, New York and a combined capital and surplus of at least
$50,000,000. Every successor depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor; but such predecessor, nevertheless,
upon payment of all sums due it pursuant to this Deposit Agreement and on the
written request of the Company, shall execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver to such successor all right,
title and interest in the Preferred Stock held by such depositary, including all
cash and other property held by it pursuant to this Deposit Agreement, and shall
deliver to such successor a list of the record holders of all outstanding
Receipts. Any successor depositary shall promptly mail notice of its appointment
to the record holders of Receipts.

         Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of such Depositary without the execution or
filing of any document or any further act.

         Section 5.05. Corporate Notices and Reports. The Company will transmit,
or furnish to the Depositary for transmission, to the holders of Receipts, at
the addresses recorded in the Depositary's books, copies of all notices and
reports furnished by the Company to the holders of the Preferred Stock. Such
transmission will be at the Company's expense and the Company will provide the
Depositary with such number of copies of such documents as the Depositary may
reasonably request for such purpose. In addition, the Depositary will transmit
to the holders of Receipts (at the expense of the Company) such other documents
as may be requested by the Company.

         Section 5.06. Deposit of Preferred Stock by the Company. The Company
agrees with the Depositary that neither the Company nor any person controlled by
the Company will at any time deposit any Preferred Stock, if, to so deposit,
such Preferred Stock is required to be registered under the provisions of the
Securities Act and no registration statement is in effect as to such Preferred
Stock.

         Section 5.07. Indemnification by the Company. The Company agrees to
indemnify the Depositary and each Depositary's Agent against, and hold each
harmless from, any liability which may arise out of acts performed or omitted,
in accordance with the provisions of this Deposit Agreement and of the Receipts,
as the same may be amended, modified or supplemented from time to time, by the
Depositary or such Depositary's Agent, as the case may be, except for any
liability arising out of negligence or bad faith.

         Section 5.08. Charges and Expenses. The Company will pay all charges
and expenses of the Depositary and the Registrar, if any, in accordance with
agreements to be entered into from time to time with the Depositary and the
Registrar; provided, however, the Company will not be required to pay (1) fees
of the Depositary for the delivery of Receipts against the deposit of Preferred
Stock, except that the Company will pay the Depositary's charge for the initial
deposit of Preferred Stock and delivery of Receipts and withdrawals of the
Preferred Stock by the holders of the Receipts, (2) taxes and other governmental
charges which shall become payable with respect to the Receipts or the Preferred
Stock represented thereby (including transfer taxes, if any), except that the
Company will pay any transfer taxes payable with respect to the initial deposit
of Preferred Stock and delivery of Receipts and (3) such facsimile and delivery
charges as are expressly provided in this Deposit Agreement to be at the expense
of persons depositing Preferred Stock or holders of Receipts. All charges and
expenses referred to in clauses (1) through (3) in the preceding sentence shall
be paid by the persons depositing Preferred Stock or holders of Receipts, as the
case may be, except as otherwise provided in said clauses. Any other charges and
expenses of the Depositary hereunder not expressly covered by the agreements
referred to in the first sentence of this Section 5.08 will be paid upon
consultation and agreement between the Depositary and the Company as to the
amount and nature of such charges and expenses. The Depositary shall present its
statement for such charges and expenses to the Company quarterly.

         Section 5.09. Tax Compliance. The Depositary, on its own behalf and on
behalf of the Company, will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Depositary
Shares or (ii) the issuance, delivery, holding, transfer, redemption or exercise
of rights under the Depositary Receipts or the Depositary Shares. Such
compliance shall include, without limitation, the preparation and timely filing
of required returns and the timely payment of all amounts required to be
withheld to the appropriate taxing authority or its designated agent.

         The Depositary shall comply with any direction received from the
Company with respect to the application of such requirements to particular
payments or holders or in other particular circumstances, and may for purposes
of this Deposit Agreement rely on any such direction in accordance with the
provisions of Section 5.03 hereof.

         The Depositary shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available on
request to the Company or to its authorized representatives.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

         Section 6.01. Amendment. The form of the Receipts and any provisions of
this Deposit Agreement may at any time and from time to time be amended or
modified in any respect by agreement between the Company and the Depositary. Any
amendment which shall impose any fees or charges (other than taxes, fees and
charges provided for herein) on the holders of Receipts, or which shall
otherwise prejudice any substantial existing right of holders of Receipts, shall
not become effective as to outstanding Receipts until the expiration of 90 days
after notice of such amendment shall have been given to the record holders of
outstanding Receipts. Every holder of an outstanding Receipt at the time any
such amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby. In no event shall any amendment impair the right
of the holder of any Receipt, subject to the conditions of this Deposit
Agreement, to surrender such Receipt and receive therefor the Preferred Stock
represented thereby, except in order to comply with mandatory provisions of
applicable law.

         Section 6.02. Termination. Whenever so directed by the Company, the
Depositary will terminate this Deposit Agreement by mailing notice of such
termination to the record holders of all Receipts then outstanding at least 30
days prior to the date fixed in such notice for such termination. The Depositary
may likewise terminate this Deposit Agreement if at any time 60 days shall have
expired after the Depositary shall have delivered to the Company a written
notice of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.04.

         If any Receipts shall remain outstanding after the date of termination,
the Depositary thereafter shall discontinue the transfer of Receipts, shall
suspend the distribution of dividends to the holders thereof, and shall not give
any further notices (other than notice of such termination) or perform any
further acts under this Deposit Agreement, except that the Depositary shall
continue to collect dividends and other distributions pertaining to the
Preferred Stock, and shall continue to deliver Preferred Stock together with any
dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights, preferences, privileges or other property in
exchange for Receipts surrendered to the Depositary. Subject to the provisions
of the balance of this paragraph, at any time after the expiration of two years
from the date of termination, the Depositary may sell the Preferred Stock then
held hereunder at public or private sale at such place or places and upon such
terms as it deems proper and may thereafter hold the net proceeds of any such
sale, together with any other cash then held by it hereunder, without liability
for interest, for the pro rata benefit of the holders of Receipts which have not
theretofore been surrendered. After making such sale, the Depositary shall be
discharged from all obligations under this Deposit Agreement, except to account
for such net proceeds and other cash. Subject to the provisions of the balance
of this paragraph, upon the termination of this Deposit Agreement the Company
shall be discharged from all obligations under this Deposit Agreement except for
its obligations to the Depositary and the Registrar, if any, under Sections 5.07
and 5.08 hereof. The Company shall be entitled to receive from the Depositary
interest or other income, if any, earned on money so held by the Depositary or
otherwise held by the Depositary pursuant to any other section of this Deposit
Agreement, and such interest or other income shall be paid by the Depositary to
the Company upon request, but not more often than once in any quarter. Any such
monies unclaimed by the holders of Receipts more than two years from the date of
termination of this Deposit Agreement shall, upon request of the Company, be
paid to it (together with such interest or other income not previously paid to
the Company), and after such payment, the holders of Receipts entitled to the
funds so paid to the Company shall look only to the Company for payment without
interest. The Depositary shall invest all such monies in such fashion as may be
agreed with the Company, consistent with the duties of the Depositary to the
holders of Receipts under this Deposit Agreement.

                                   ARTICLE VII

                                  MISCELLANEOUS

         Section 7.01. Counterparts. This Deposit Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same instrument. Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's Agents and
shall be open to inspection during business hours at the Depositary's corporate
trust office and the offices of the Depositary's Agents by any holder of a
Receipt.

         Section 7.02. Exclusive Benefit of Parties. This Deposit Agreement is
for the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

         Section 7.03. Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

         Section 7.04. Notices. Any and all notices to be given to the Company
shall be deemed to have been duly given if personally delivered or sent by mail
or by facsimile confirmed by letter, addressed to the Company at 2992 West
Beach, Gulfport, Mississippi 39501, attention: Secretary, or any other place to
which the Company may have transferred its principal executive office.

         Any and all notices to be given to the Depositary shall be deemed to
have been duly given if personally delivered or sent by mail or by facsimile
confirmed by letter, addressed to the Depositary, at 58 Edgewood Avenue, Room
225, Atlanta, Georgia 30303 attention: Stock Transfer Department.

         Any and all notices to be given to any record holder of a Receipt shall
be deemed to have been duly given if personally delivered or sent by mail or by
facsimile confirmed by letter, addressed to such record holder at the address of
such record holder as it appears on the books of the Depositary, or, if such
holder shall have filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at the address
designated in such request.

         Delivery of a notice sent by mail or by facsimile shall be deemed to be
effected at the time when a duly addressed letter containing the same (or a
confirmation thereof in the case of a facsimile) is mailed, first class with
postage prepaid. The Depositary or the Company may, however, act upon any
facsimile received by it from the other or from any holder of a Receipt,
notwithstanding that such facsimile shall not subsequently be confirmed by
letter as aforesaid.

         Section 7.05. Depositary's Agents. With prior approval in writing by
the Company in each case, the Depositary may from time to time appoint
Depositary's Agents (which may include the Company) for the purposes of this
Deposit Agreement and may at any time appoint additional Depositary's Agents and
vary or terminate the appointment of such Depositary's Agents.

         Section 7.06. Holders of Receipts are Parties. The holders of Receipts
from time to time shall be parties to this Deposit Agreement and shall be bound
by all of the terms and conditions hereof and of the Receipts by acceptance
thereof.

         Section 7.07. Governing Law. This Deposit Agreement and the Receipts
and all rights hereunder and thereunder and provisions hereof and thereof shall
be governed by and construed in accordance with the laws of the State of
Mississippi.

         Section 7.08. Headings. The headings of articles and sections of this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or have any bearing upon the meaning or interpretation of
any provision contained herein or in the Receipts.

         Section 7.09. DTC . While in book-entry only form and held through the
Depository Trust Company ("DTC"), the Depositary Shares shall be subject to
DTC's procedures.


<PAGE>



         IN WITNESS WHEREOF, Mississippi Power Company and SunTrust Bank have
duly executed this Deposit Agreement as of the day and year first above written
and all holders of Receipts shall become parties hereto upon acceptance by them
of Receipts issued in accordance with the terms hereof.


                             MISSISSIPPI POWER COMPANY


                             By: /s/Michael W. Southern
                                    Michael W. Southern
                                 Vice President, Treasurer
                                    and Chief Financial
                                        Officer



                             SUNTRUST BANK


                             By: /s/Sandra A. Benefield
                                      Sandra A. Benefield
                                      Vice President



<PAGE>




                                    EXHIBIT A

                                     Form of
                               DEPOSITARY RECEIPT
                                       FOR
                                DEPOSITARY SHARES
                            REPRESENTING 5.25% SERIES
                                 PREFERRED STOCK
                      Cumulative, Par Value $100 Per Share
                                       OF
                            MISSISSIPPI POWER COMPANY
            (Incorporated under the Laws of the State of Mississippi)



No.      Depositary Shares (each Depositary Share represents one-fourth of one
         share of 5.25% Series Preferred Stock, Cumulative, Par Value $100 Per
         Share)

         1. SunTrust Bank, a Georgia banking corporation, with its principal
corporate offices at the time of the execution of the Deposit Agreement (as
defined below) at SunTrust Bank, 58 Edgewood Avenue, Room 225, Atlanta, Georgia,
as Depositary (the "Depositary"), hereby certifies that CEDE & CO. is the
registered owner of ___________ Depositary Shares ("Depositary Shares"), each
Depositary Share representing one-fourth (1/4) of one share of 5.25% Series
Preferred Stock, Cumulative, Par Value $100 Per Share(the "Stock") of
MISSISSIPPI POWER COMPANY, a corporation duly organized and existing under the
laws of the State of Mississippi (the "Company"). The rights, preferences and
limitations of the Stock are set forth in the Company's Articles of
Incorporation, as amended, and the resolution adopted by the Company's Board of
Directors establishing the Stock (the "Authorizing Resolution"), copies of which
are on file at the Depositary's corporate trust office in Atlanta, Georgia.

         2. The Deposit Agreement. Depositary Receipts (the "Receipts"), of
which this Receipt is one, are made available upon the terms and conditions set
forth in the Deposit Agreement, dated as of April 1, 2004 (the "Deposit
Agreement"), among the Company, the Depositary and all holders from time to time
of Receipts. The Deposit Agreement (copies of which are on file at the
Depositary's corporate trust office in Atlanta, Georgia) sets forth the rights
of holders of Receipts and the rights and duties of the Depositary in respect of
the Stock deposited and any and all other property and cash from time to time
held thereunder. The statements made on the face and the reverse of this Receipt
are summaries of certain provisions of the Deposit Agreement and are subject to
the detailed provisions thereof, to which reference is hereby made. Unless
otherwise expressly herein provided, all defined terms used herein shall have
the meanings ascribed thereto in the Deposit Agreement.

         3. Redemption. Whenever the Company shall elect to redeem shares of
Stock, it shall give the Depositary not less than 30 days' notice of the date of
such proposed redemption, identifying the number of shares of Stock held by the
Depositary to be redeemed and the applicable redemption price. The Depositary
shall mail notice of such redemption and the simultaneous redemption of a
corresponding number of Depositary Shares not less than 15 and not more than 60
days prior to the date fixed for redemption of such Stock and Depositary Shares,
to the holders of record on the record date for such redemption determined as
provided in Paragraph 15 of the Receipts evidencing the Depositary Shares to be
so redeemed. In case less than all the outstanding Depositary Shares are to be
redeemed, the Depositary Shares to be so redeemed shall be selected pro rata (as
nearly as may be) or by lot or by such other equitable method as the Depositary
may determine. Notice having been mailed as aforesaid, from and after the date
set for redemption (unless the Company shall have failed to redeem the shares of
Stock to be redeemed by it on such date), all dividends in respect of the Stock
so called for redemption shall cease to accrue, the Depositary Shares so called
for redemption shall be deemed no longer to be outstanding, all rights of
holders of Receipts evidencing such Depositary Shares (except the right to
receive amounts paid upon redemption) shall, to the extent of such Depositary
Shares, cease and terminate and, upon surrender in accordance with said notice
of the Receipts evidencing such Depositary Shares (properly endorsed or assigned
for transfer, if the Depositary shall so require), such Depositary Shares shall
be redeemed by the Depositary at the applicable redemption price therefor. If
less than all of the Depositary Shares evidenced by this Receipt are called for
redemption, the Depositary will deliver to the holder of this Receipt upon its
surrender to the Depositary, together with the redemption payment, a new Receipt
evidencing the Depositary Shares evidenced by such prior Receipt and not called
for redemption.

         4. Surrender of Receipts and Withdrawal of Stock. Upon surrender of
this Receipt to the Depositary at its corporate trust office in Atlanta,
Georgia, or at such other offices as it may designate, and subject to the
provisions of the Deposit Agreement, the holder hereof is entitled to withdraw,
and to obtain delivery, to or upon the order of such holder, of, the number of
whole shares of the Stock and any other property, if any, at the time
represented hereby; provided, however, that in the event this Receipt shall
evidence a number of Depositary Shares in excess of the number of Depositary
Shares representing the number of whole shares of Stock to be so withdrawn, the
Depositary shall, in addition to such number of whole shares of Stock and the
other property, if any, to be so withdrawn, deliver, to or upon the order of
such holder, a new Receipt evidencing such excess number of Depositary Shares.

         5. Transfers, Split-ups, Combinations. This Receipt is transferable on
the books of the Depositary upon surrender of this Receipt to the Depositary,
properly endorsed or accompanied by a properly executed instrument of transfer,
and upon such transfer the Depositary shall sign and deliver a Receipt to or
upon the order of the person entitled thereto, as provided in the Deposit
Agreement. This Receipt may be split into other Receipts or combined with other
Receipts into one Receipt, evidencing the same aggregate number of Depositary
Shares as evidenced by the Receipt or Receipts surrendered.

         6. Conditions to Signing and Delivery, Transfer, etc., of Receipts.
Prior to the execution and delivery, transfer, split-up, combination, surrender
or exchange of this Receipt, the Depositary, or any of the Depositary's Agents,
may require payment of a sum sufficient for reimbursement of any tax or other
governmental charge with respect thereto (including any such tax or charge with
respect to Stock being deposited or withdrawn), may require proof satisfactory
to it as to the identity and genuineness of any signature and may also require
compliance with such regulations, if any, as the Depositary may establish
pursuant to the Deposit Agreement. Any person presenting Stock for deposit, or
any holder of this Receipt, may be required to file such information, and to
execute such certificates, as the Depositary may reasonably deem necessary or
proper.

         7. Suspension of Delivery, Transfer, etc. The deposit of Stock, the
delivery of this Receipt against Stock or the transfer, surrender or exchange of
this Receipt may be suspended (a) during any period when the register of
stockholders of the Company is closed, or (b) if any such action is deemed
necessary or advisable by the Depositary, any of the Depositary's Agents or the
Company at any time or from time to time because of any requirement of law or of
any government or governmental body or commission, or under any provision of the
Deposit Agreement or for any other reason.

         8. Payment of Taxes or Other Governmental Charges. If any tax or other
governmental charge shall become payable by or on behalf of the Depositary with
respect to this Receipt or with respect to the Depositary Shares evidenced
hereby or with respect to the Stock (or any fractional interest therein)
represented by such Depositary Shares, such tax (including transfer taxes, if
any) or governmental charge shall be payable by the holder hereof. Transfer of
this Receipt or any withdrawal of the Stock may be refused until such payment is
made, and any dividends or other distributions may be withheld, or any part or
all of the Stock represented by this Receipt and not theretofore sold may be
sold for the account of the holder hereof, and such dividends or other
distributions or the proceeds of any such sale may be applied to payment of any
such tax or other governmental charge, the holder of this Receipt remaining
liable for any deficiency.

         9. Warranties by Depositor. Every person depositing Stock under the
Deposit Agreement shall be deemed thereby to represent and warrant that each
certificate therefor is valid and that the person making such deposit is duly
authorized so to do and has, or the person on whose behalf such deposit is made
has, good and marketable title to such Stock, free and clear of any liens,
claims or encumbrances.

         10. Amendment. The form of the Receipts and any provisions of the
Deposit Agreement may at any time and from time to time be amended or modified
in any respect by agreement between the Company and the Depositary. Any
amendment which imposes any fees or charges (other than taxes, fees and charges
provided for therein), or which shall otherwise prejudice any substantial
existing right of holders of Receipts, shall not become effective as to
outstanding Receipts until the expiration of 90 days after notice of such
amendment shall have been given to the record holders of outstanding Receipts.
The holder of this Receipt at the time any such amendment so becomes effective
shall be deemed, by continuing to hold this Receipt, to consent and agree to
such amendment and to be bound by the Deposit Agreement as amended thereby. In
no event shall any amendment impair the right of the holder of this Receipt,
subject to the conditions of the Deposit Agreement, to surrender this Receipt
and receive therefor the Stock represented hereby, except in order to comply
with mandatory provisions of applicable law.

         11. Charges of Depositary. The Company will pay all charges of the
Depositary, except for fees for the delivery of Receipts against the deposit of
Stock (other than the initial deposit and delivery), taxes and other
governmental charges, and such facsimile and delivery charges as are expressly
provided in the Deposit Agreement to be at the expense of persons depositing
Stock or holders of Receipts.

         12. Title to Receipts. It is a condition of this Receipt, and every
successive holder hereof by accepting or holding the same consents and agrees,
that title to this Receipt (and to the Depositary Shares evidenced hereby), when
properly endorsed or accompanied by a properly executed instrument of transfer,
is transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until this Receipt shall be transferred on
the books of the Depositary as provided in Section 2.04 of the Deposit
Agreement, the Depositary may, notwithstanding any notice to the contrary, treat
the record holder hereof at such time as the absolute owner hereof for the
purpose of determining the person entitled to distributions of dividends or
other distributions or to any notice provided for in the Deposit Agreement and
for all other purposes.

         13. Dividends and Distributions. Whenever the Depositary receives any
cash dividend or other cash distribution on the Stock, the Depositary will,
subject to the provisions of the Deposit Agreement, make such distribution to
the holders of Receipts as nearly as practicable in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders;
provided, however, that the amount distributed will be reduced by any amounts
required to be withheld by the Company or the Depositary on account of taxes.
Other distributions received on the Stock may be distributed to such holders of
Receipts as provided in the Deposit Agreement.

         14. Subscription Rights, Preferences or Privileges. Whenever the
Company shall offer to the record holders of the Stock any rights, preferences
or privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall be made available by the Depositary to the holders of Receipts
in such manner as the Depositary may determine, either by the issue to the
record holders of Receipts entitled thereto of warrants representing such
rights, preferences or privileges or by such other method as may be approved by
the Depositary in its discretion; provided, however, that if at the time of
issue or offer of any such rights, preferences or privileges the Depositary
determines that it is not lawful or not feasible to make such rights,
preferences or privileges available to holders of Receipts by the issue of
warrants or otherwise, or if and to the extent so instructed by holders of
Receipts who do not desire to exercise such rights, preferences or privileges,
the Depositary, in its discretion, may, if applicable laws permit transfer, sell
such rights, preferences or privileges at public or private sale, at such place
or places and upon such terms as it may deem proper. The net proceeds of any
such sale shall be distributed by the Depositary to the record holders of
Receipts entitled thereto as in the case of a distribution received in cash.

         If any other action (including the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of the securities to which any
rights, preferences or privileges relate) under the laws of any jurisdiction or
any governmental or administrative authorization, consent or permit is required
in order for such rights, preferences or privileges to be made available to
holders of Receipts, the Company will use its best efforts and take all steps
available to it to obtain such registration, authorization, consent or permit
sufficiently in advance of the expiration of such rights, preferences or
privileges to enable holders of Receipts to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until any required registration statement is in effect.

         15. Fixing of Record Date. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or whenever rights, preferences or privileges shall be offered, with
respect to the Stock, or whenever the Depositary shall receive notice of any
meeting at which holders of Stock are entitled to vote or of which holders of
Stock are entitled to notice, the Depositary shall in each such instance fix a
record date (which shall be the same date as the record date fixed by the
Company with respect to the Stock) for the determination of the holders of
Receipts who shall be entitled to receive such dividend, distribution, rights,
preferences or privileges, or to give instructions for the exercise of voting
rights at any such meeting, or who shall be entitled to notice of such meeting.

         16. Voting Rights. Upon receipt of notice of any meeting at which the
holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable, mail to the record holders of Receipts a notice which shall contain
(a) such information as is contained in such notice of meeting and (b) a
statement that the holders of Receipts at the close of business on a specified
record date determined as provided in Paragraph 15 will be entitled, subject to
any applicable provisions of law and of the Company's Articles of Incorporation,
Bylaws or the Authorizing Resolution, to instruct the Depositary as to the
exercise of the voting rights pertaining to the amount of Stock represented by
the Depositary Shares evidenced by their respective Receipts, and a brief
statement as to the manner in which such instructions may be given. Upon the
written request of a holder of a Receipt on such record date, the Depositary
shall endeavor insofar as practicable to vote or cause to be voted the amount of
Stock represented by the Depositary Shares evidenced by such Receipt in
accordance with the instructions set forth in such request. In the absence of
specific instructions from the holder of a Receipt, the Depositary will abstain
from voting to the extent of the Stock underlying such Receipt.

         17. Changes Affecting Deposited Securities. Upon any change in par
value, split-up, consolidation or any other reclassification of the Stock, or
upon any recapitalization, reorganization, merger, amalgamation or consolidation
or sale of assets affecting the Company or to which it is a party, the
Depositary may in its discretion, with the approval of the Company, and in such
manner as the Depositary may deem equitable, treat any securities which shall be
received by the Depositary in exchange for or upon conversion of or in respect
of the Stock as new deposited securities under the Deposit Agreement, and
Depositary Shares and Receipts then outstanding shall thenceforth represent and
evidence the new deposited securities so received in exchange or conversion. In
any such case the Depositary may in its discretion, with the approval of the
Company, execute and deliver additional Receipts, or may call for the surrender
of outstanding Receipts to be exchanged for new Receipts specifically describing
such new deposited securities.

         18. Reports; Inspection of Transfer Books. The Depositary shall make
available for inspection by holders of Receipts at its corporate trust office in
Atlanta, Georgia, any reports and communications received from the Company which
are both (a) received by the Depositary as the holder of Stock and (b) made
generally available to the holders of Stock by the Company. The Depositary shall
also send to record holders of Receipts copies of such notices, reports and
other financial statements to the extent provided in the Deposit Agreement when
furnished by the Company. The Depositary shall keep books for the transfer of
Receipts, which at all reasonable times will be open for inspection by the
record holders of Receipts to the same extent as a record holder of Stock may
inspect books for the transfer of Stock.

         19. Liability of Depositary, the Depositary's Agents and the Company.
Neither the Depositary nor any Depositary's Agent nor the Company shall incur
any liability to any holder of any Receipt, if by reason of any provision of any
present or future law or regulation of any governmental authority or, in the
case of the Depositary or the Depositary's Agent, by reason of any provision,
present or future, of the Company's Articles of Incorporation or the Authorizing
Resolution, or by reason of any act of God or war or other circumstance beyond
their control, the Depositary, any Depositary's Agent or the Company shall be
prevented or forbidden from doing or performing any act or thing which by the
terms of the Deposit Agreement shall be done or performed; nor shall the
Depositary, any Depositary's Agent or the Company incur any liability to any
holder of a Receipt by reason of any non-performance or delay, caused as
aforesaid, in the performance of any act or thing which by the terms of the
Deposit Agreement shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in the Deposit
Agreement.

         20. Obligations of the Depositary, the Depositary's Agents and the
Company. Neither the Depositary nor any Depositary's Agent nor the Company
assumes any obligation or shall be subject to any liability under the Deposit
Agreement to holders of Receipts other than that each of them agrees to use good
faith in the performance of such duties as are specifically set forth in the
Deposit Agreement.

         Neither the Depositary nor any Depositary's Agent nor the Company shall
be under any obligation to appear in, prosecute or defend any action, suit or
other proceeding in respect of Stock, Depositary Shares or Receipts, which in
its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense (including reasonable attorneys' fees)
and liability be furnished as often as may be required.

         Neither the Depositary nor any Depositary's Agent nor the Company will
be liable for any action or inaction by it in reliance upon the advice of or
information from legal counsel, accountants, any person presenting Stock for
deposit, any holder of a Receipt or any other person believed by it in good
faith to be competent to give such advice or information. The Depositary will
indemnify the Company against any liability which may arise out of acts
performed or omitted by the Depositary or its agents due to negligence or bad
faith. The Depositary and the Depositary's Agent may own and deal in any class
of securities of the Company and its affiliates and in Receipts. The Depositary
may also be a depositary of the Company and its affiliates for any purpose, may
loan money to the Company and its affiliates, may act as trustee, transfer agent
or registrar of any of the securities of the Company and its affiliates and may
engage in any other business with or for the Company and its affiliates.

         21. Resignation and Removal of Depositary. The Depositary may at any
time (a) resign by notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment, or (b) be removed by the Company by
notice of such removal delivered to the Depositary, such removal to take effect
upon the appointment of a successor depositary and its acceptance of such
appointment, all as provided in the Deposit Agreement.

         22. Termination Of Deposit Agreement. Whenever so directed by the
Company, the Depositary will terminate the Deposit Agreement by mailing notice
of such termination to the record holders of all Receipts then outstanding at
least 30 days prior to the date fixed in such notice for such termination. The
Depositary may likewise terminate the Deposit Agreement if at any time 60 days
shall have expired after the Depositary shall have delivered to the Company a
notice of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment.

         If any Receipts remain outstanding after the date of termination, the
Depositary thereafter shall discontinue all functions and be discharged from all
obligations as provided in the Deposit Agreement, except as specifically
provided therein.

         23. Governing Law. The Deposit Agreement and this Receipt and all
rights thereunder and hereunder and provisions thereof and hereof shall be
governed by, and construed in accordance with, the laws of the State of
Mississippi.

         This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed manually or, if a Registrar for the Receipts (other than the
Depositary) shall have been appointed, by facsimile by the Depositary by the
signature of a duly authorized officer and, if executed by facsimile signature
of the Depositary, shall have been countersigned manually by such Registrar by
the signature of a duly authorized officer.

Dated:                     , 200           SunTrust Bank,
         ------------------     ----
                                           Depositary and Registrar


                                           By
                                             -------------------------------
                                                    Authorized Signatory




<PAGE>


                                   ASSIGNMENT


     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto

the within Receipt and all rights and interests represented by the Depositary
Shares evidenced thereby, and hereby irrevocably constitutes and appoints his
attorney, to transfer the same on the books of the within-named Depositary, with
full power of substitution in the premises.



Dated:
       --------------------


                                    ------------------------------
                                    Signature

                                    ------------------------------
                                    Signature




NOTE:The above signature(s) should correspond exactly with the name on the face
         of this Receipt. The above signature(s) must be guaranteed by a bank or
         a member firm of the National Association of Securities Dealers, Inc.