Exhibit 4.2





                            MISSISSIPPI POWER COMPANY

                                       TO

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                     TRUSTEE






                          EIGHTH SUPPLEMENTAL INDENTURE

                          DATED AS OF NOVEMBER 14, 2007








                         SERIES 2007A 5.60% SENIOR NOTES

                              DUE NOVEMBER 15, 2017








<PAGE>



                              TABLE OF CONTENTS(1)


                                                                           PAGE


ARTICLE 1....................................................................1

    Series 2007A Senior Notes................................................1
    SECTION 101.  Establishment..............................................1
    SECTION 102.  Definitions................................................2
    SECTION 103.  Payment of Principal and Interest..........................3
    SECTION 104.  Denominations..............................................4
    SECTION 105.  Global Securities..........................................4
    SECTION 106.  Transfer...................................................4
    SECTION 107.  Redemption at the Company's Option.........................5

ARTICLE 2....................................................................5

    Miscellaneous Provisions.................................................5
    SECTION 201.  Recitals by Company........................................5
    SECTION 202.  Ratification and Incorporation of Original
                  Indenture..................................................6
    SECTION 203.  Executed in Counterparts...................................6


(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.

                                       i

<PAGE>



     THIS EIGHTH SUPPLEMENTAL INDENTURE is made as of the 14th day of November,
2007 by and between MISSISSIPPI POWER COMPANY, a Mississippi corporation, 2992
West Beach Boulevard, Gulfport, Mississippi 39501 (the "Company"), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, 7000 Central
Parkway, Suite 550, Atlanta, Georgia 30328 (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 Wells Fargo Bank,
National Association, as successor Trustee, 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 Eighth 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 Eighth 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 2007A 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 2007A 5.60% Senior Notes due November 15, 2017 (the "Series 2007A
Notes").

     There are to be authenticated and delivered $35,000,000 principal amount of
Series 2007A Notes, and such principal amount of the Series 2007A Notes may be
increased from time to time pursuant to Section 301 of the Original Indenture.

<PAGE>

All Series 2007A 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 2007A Notes. Any such additional Series 2007A
Notes will have the same interest rate, maturity and other terms as those
initially issued. No Series 2007A Notes shall be authenticated and delivered
except as provided by Sections 203, 303, 304, 907 and 1107 of the Original
Indenture. The Series 2007A Notes shall be issued in definitive fully registered
form.

     The Series 2007A 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 2007A Notes shall be The Depository Trust Company.

     The form of the Trustee's Certificate of Authentication for the Series
2007A Notes shall be in substantially the form set forth in Exhibit B hereto.

     Each Series 2007A 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.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series 2007A Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Series 2007A Notes.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Company obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

     "Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company.

     "Interest Payment Dates" means May 15 and November 15 of each year,
commencing May 15, 2008.

     "Original Issue Date" means November 14, 2007.

     "Redemption Price" has the meaning given to it in Section 107 hereof.

     "Reference Treasury Dealer" means a primary United States Government
securities dealer in New York City appointed by the Company.

                                       2
<PAGE>

     "Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such Redemption Date).

     "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 November 15, 2017.

     "Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.

     SECTION 103. Payment of Principal and Interest. The principal of the Series
2007A Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series 2007A Notes shall bear interest at the
rate of 5.60% per annum until paid or duly provided for. Interest shall be paid
semi-annually in arrears on each Interest Payment Date to the Person in whose
name the Series 2007A Notes are registered on the Regular Record Date for such
Interest Payment Date, provided that interest payable at the Stated Maturity 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 2007A 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 2007A 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 2007A 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 2007A Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series 2007A 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 2007A 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 2007A Notes shall be made upon surrender of the Series
2007A Notes at the Corporate Trust Office of the Trustee. The principal of and
interest on the Series 2007A 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,


                                       3
<PAGE>

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 2007A Notes may be issued in the
denominations of $1,000, or any integral multiple thereof.

     SECTION 105. Global Securities. The Series 2007A 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 2007A Notes represented
by one or more Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Series 2007A 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 2007A 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.

     Neither the Company, the Trustee nor any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in a
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

     Subject to the procedures of the Depositary, a Global Security shall be
exchangeable for Series 2007A 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 2007A Notes. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for Series
2007A 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 2007A 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, register the transfer


                                       4
<PAGE>

of or exchange any Series 2007A Notes 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 2007A Notes to be called for redemption, and ending at the close of
business on the day of the mailing, or (b) to register the transfer or exchange
any Series 2007A Notes theretofore selected for redemption in whole or in part,
except the unredeemed portion of any Series 2007A Note redeemed in part.

     SECTION 107. Redemption at the Company's Option. The Series 2007A Notes
will be subject to redemption at the option of the Company in whole or in part
at any time and from time to time upon not less than 30 nor more than 60 days'
notice. The Company shall have the right to redeem the Series 2007A Notes in
whole or in part at a redemption price (the "Redemption Price") equal to the
greater of:

                  (i) 100% of the principal amount of the Series 2007A Notes to
         be redeemed; or

                  (ii) the sum of the present values of the remaining scheduled
         payments of principal and interest on the Series 2007A Notes being
         redeemed (not including any portion of such payments of interest
         accrued to the Redemption Date) discounted (for purposes of determining
         present value) to the Redemption Date on a semi-annual basis (assuming
         a 360-day year consisting of twelve 30-day months) at a discount rate
         equal to the Treasury Yield plus 20 basis points;

plus, in each case, accrued and unpaid interest thereon to the Redemption Date.

     The Trustee shall not be responsible for the calculation of the Redemption
Price. The Company shall calculate the Redemption Price and promptly notify the
Trustee thereof.

     In the event of redemption of the Series 2007A Notes in part only, a new
Series 2007A 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 2007A Notes will not have a sinking fund.

     Notice of the foregoing redemption shall be given as provided in Section
1104 of the Original Indenture, except that any such notice of redemption shall
not specify the Redemption Price but only the manner of calculation thereof.

     Any redemption of less than all of the Series 2007A Notes shall, with
respect to the principal thereof, be divisible by $1,000.

                                    ARTICLE 2

                            Miscellaneous Provisions

     SECTION 201. Recitals by Company. The recitals in this Eighth Supplemental
Indenture are made by the Company only and not by the Trustee, and all of the


                                       5
<PAGE>

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 2007A Notes and of this Eighth Supplemental Indenture as fully
and with like effect as if set forth herein in full.

     SECTION 202. 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 Eighth Supplemental Indenture shall be
read, taken and construed as one and the same instrument.

     SECTION 203. Executed in Counterparts. This Eighth 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.


                                       6
<PAGE>

     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:          /s/Vicki L. Pierce          By:         /s/ Frances V. Turnage
    ------------------------------------     -----------------------------------
    Vicki L. Pierce                          Frances V. Turnage
    Secretary and Assistant Treasurer        Vice President, Chief Financial
                                             Officer and Treasurer


ATTEST:                                  WELLS FARGO BANK, NATIONAL
                                         ASSOCIATION, as Trustee


By:          /s/ Arthur G. Mosley II     By:        /s/ Elizabeth T. Wagner
    -------------------------------------   -----------------------------------
    Arthur G. Mosley II                     Elizabeth T. Wagner
    Vice President                          Vice President


<PAGE>


                                    EXHIBIT A

                            FORM OF SERIES 2007A NOTE





                                       8
<PAGE>




NO. ____                                                   CUSIP NO. 605417 BU7


                            MISSISSIPPI POWER COMPANY
                         SERIES 2007A 5.60% SENIOR NOTE
                              DUE NOVEMBER 15, 2017



       Principal Amount:               $_____________

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

       Original Issue Date:            November 14, 2007

       Stated Maturity:                November 15, 2017

       Interest Payment Dates:         May 15 and November 15

       Interest Rate:                  5.60% per annum

       Authorized Denominations:       $1,000 or any integral multiple thereof


         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, semi-annually in arrears
on each Interest Payment Date as specified above, commencing May 15, 2008, 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 at
such rate 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



<PAGE>

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 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. 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 2007A Notes shall be made upon surrender of the
Series 2007A Notes at the Corporate Trust Office of the Trustee. The principal
of and interest on the Series 2007A 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.

         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.



                                       2
<PAGE>






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

Dated:


                                                     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.

                                      WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                      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 Wells Fargo Bank, National Association, as successor
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 2007A 5.60% Senior Notes due November 15, 2017 (the
"Series 2007A 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 Series 2007A Notes will be subject to redemption at the option of
the Company in whole or in part at any time and from time to time upon not less
than 30 nor more than 60 days' notice. The Company shall have the right to
redeem the Series 2007A Notes in whole or in part at a redemption price (the
"Redemption Price") equal to the greater of:

                  (i) 100% of the principal amount of the Series 2007A Notes to
         be redeemed; or

                  (ii) the sum of the present values of the remaining scheduled
         payments of principal and interest on the Series 2007A Notes being
         redeemed (not including any portion of such payments of interest
         accrued to the Redemption Date) discounted (for purposes of determining
         present value) to the Redemption Date on a semi-annual basis (assuming
         a 360-day year consisting of twelve 30-day months) at a discount rate
         equal to the Treasury Yield plus 20 basis points;

plus, in each case, accrued and unpaid interest thereon to the Redemption Date.

         "Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series 2007A Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Series 2007A Notes.

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Company obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

                                       5
<PAGE>

         "Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company.

         "Reference Treasury Dealer" means a primary United States Government
securities dealer in New York City appointed by the Company.

         "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such Redemption Date).

         The Trustee shall not be responsible for the calculation of the
Redemption Price. The Company shall calculate the Redemption Price and promptly
notify the Trustee thereof.

         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 of this series
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


                                       6
<PAGE>

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 $1,000 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.





                                       7
<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.



                                       8
<PAGE>

                                    EXHIBIT B


                          CERTIFICATE OF AUTHENTICATION


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

                                        WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION,
                                        as Trustee


                                        By:
                                           ------------------------------------
                                                 Authorized Officer