a04309a4b.htm


    Exhibit
4(b)

     

    _________________________________________________________________

     

    ENTERGY
MISSISSIPPI, INC.

     

    (formerly
Mississippi Power & Light Company)

     

     

    to

     

    THE
BANK OF NEW YORK MELLON

    (formerly
The Bank of New York)

     

    (successor
to Harris Trust Company of New York and Bank of Montreal Trust
Company)

     

     

    and

     

    STEPHEN
J. GIURLANDO

    (successor
to Mark F. McLaughlin and Z. George Klodnicki)

     

    


     

    As
Trustees under

    Entergy
Mississippi, Inc.’s

    Mortgage
and Deed of Trust, dated as of February 1, 1988

     

    ________________________________

     

    TWENTY-SIXTH
SUPPLEMENTAL INDENTURE

     

    Providing
among other things for

    General
and Refunding Mortgage Bonds designated as

    First
Mortgage Bonds,

    6.64%
Series due July 1, 2019

     

    ________________

     

    Dated as
of June 1, 2009

     

    _____________________________

     

    Prepared
by

    Wise
Carter Child & Caraway, Professional Association

    P.O. Box
651

    Jackson,
Mississippi 39205

    (601)
968-5500

     

     

    _________________________________________________________________



    TWENTY-SIXTH
SUPPLEMENTAL INDENTURE

     

    _________________________

     

    TWENTY-SIXTH
SUPPLEMENTAL INDENTURE, dated as of June 1, 2009, between ENTERGY MISSISSIPPI,
INC. (formerly Mississippi Power & Light Company), a corporation of the
State of Mississippi, whose post office address is P.O. Box 1640, Jackson,
Mississippi 39215-1640 (tel. 601-368-5000) (the “Company”) and THE BANK OF NEW
YORK MELLON (successor to Harris Trust Company of New York), a New York banking
corporation of the State of New York, whose principal corporate trust office is
located at 101 Barclay Street, 8W, New York, New York 10286 (tel. 212-815-2923)
and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose post office
address is 63 Euclid Avenue, Massapequa, New York 11758, who is hereby resigning
as Co-Trustee effective at the close of business on June 1, 2009, as trustees
under the Mortgage and Deed of Trust, dated as of February 1, 1988, executed and
delivered by the Company (herein called the “Original Indenture;” the Original
Indenture together with any and all indentures and instruments supplemental
thereto being herein called the “Indenture”);

     

    WHEREAS,
the Original Indenture has been duly recorded or filed as then required in the
States of Mississippi, Arkansas and Wyoming; and

     

    WHEREAS,
the Company has executed and delivered to the Trustees (such term and all other
defined terms used herein and not defined herein having the respective
definitions to which reference is made in Article I below) its First
Supplemental Indenture, dated as of February 1, 1988, its Second Supplemental
Indenture, dated as of July 1, 1988, its Third Supplemental Indenture, dated as
of May 1, 1989, its Fourth Supplemental Indenture, dated as of May 1, 1990, its
Fifth Supplemental Indenture, dated as of November 1, 1992, its Sixth
Supplemental Indenture, dated as of January 1, 1993, its Seventh Supplemental
Indenture, dated as of July 15, 1993, its Eighth Supplemental Indenture, dated
as of November 1, 1993, its Ninth Supplemental Indenture, dated as of July 1,
1994, its Tenth Supplemental Indenture, dated as of April 1, 1995, its Eleventh
Supplemental Indenture, dated as of June 1, 1997, its Twelfth Supplemental
Indenture, dated as of April 1, 1998, its Thirteenth Supplemental Indenture,
dated as of May 1, 1999, its Fourteenth Supplemental Indenture, dated as of May
1, 1999, its Fifteenth Supplemental Indenture, dated as of February 1, 2000, its
Sixteenth Supplemental Indenture, dated as of January 1, 2001, its Seventeenth
Supplemental Indenture, dated as of October 1, 2002, its Eighteenth Supplemental
Indenture, dated as of November 1, 2002, its Nineteenth Supplemental Indenture,
dated as of January 1, 2003, its Twentieth Supplemental Indenture, dated as of
March 1, 2003, its Twenty-first Supplemental Indenture, dated as of May 1, 2003,
its Twenty-second Supplemental Indenture, dated as of March 1, 2004, its
Twenty-third Supplemental Indenture, dated as of April 1, 2004, its
Twenty-fourth Supplemental Indenture, dated as of September 1, 2004, and its
Twenty-fifth Supplemental Indenture, dated as of January 1, 2006, each as a
supplement to the Original Indenture, which Supplemental Indentures have been
duly recorded or filed as then required in the States of Mississippi, Arkansas
and Wyoming; and

     

    WHEREAS,
pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris
Trust Company of New York merged into Bank of Montreal Trust Company, Trustee
under the Indenture, and effective July 1, 1999, the combined entity changed its
name to Harris Trust Company of New York. By virtue of Section 9.03 of the
Original Indenture, Harris Trust Company of New York became successor Trustee
under the Indenture, without execution of any paper or the performance of any
further act on the part of any other parties to the Indenture; and

     

    WHEREAS,
effective June 30, 2000, Harris Trust Company of New York resigned as Trustee
under the Indenture, and by an Instrument of Appointment of Successor Trustee
the Company appointed The Bank of New York as successor Trustee, effective June
30, 2000, and The Bank of New York accepted said appointment; and

     

    WHEREAS,
effective June 30, 2000, Mark F. McLaughlin resigned as Co-Trustee under the
Indenture, and by an Agreement of Resignation, Appointment and Acceptance the
Company appointed Stephen J. Giurlando, as successor Co-Trustee, effective June
30, 2000, and Stephen J. Giurlando accepted said appointment; and

     

    WHEREAS,
effective July 1, 2008, The Bank of New York changed its name to The Bank of New
York Mellon; and

     

    WHEREAS,
in addition to property described in the Original Indenture, as heretofore
supplemented, the Company has acquired certain other property rights and
interests in property; and

     

    WHEREAS,
the Company has heretofore issued, in accordance with the provisions of the
Indenture, the following series of bonds:

     

    
      	
              Series

            	
              Principal
      Amount

              Issued

            	
              Principal

              Amount

              Outstanding

            
	
              14.65%
      Series due February 1, 1993

            	
              $55,000,000

            	
              None

            
	
              14.95%
      Series due February 1, 1995

            	
               20,000,000

            	
              None

            
	
              8.40%
      Collateral Series due December 1, 1992

            	
               12,600,000

            	
              None

            
	
              11.11%
      Series due July 15, 1994

            	
               18,000,000

            	
              None

            
	
              11.14%
      Series due July 15, 1995

            	
               10,000,000

            	
              None

            
	
              11.18%
      Series due July 15, 1996

            	
               26,000,000

            	
              None

            
	
              11.20%
      Series due July 15, 1997

            	
               46,000,000

            	
              None

            
	
               9.90%
      Series due April 1, 1994

            	
               30,000,000

            	
              None

            
	
               5.95%
      Series due October 15, 1995

            	
               15,000,000

            	
              None

            
	
               6.95%
      Series due July 15, 1997

            	
               50,000,000

            	
              None

            
	
               8.65%
      Series due January 15, 2023

            	
              125,000,000

            	
              None

            
	
               7.70%
      Series due July 15, 2023

            	
               60,000,000

            	
              None

            
	
               6
      5/8% Series due November 1, 2003

            	
               65,000,000

            	
              None

            
	
               8.25%
      Series due July 1, 2004

            	
              25,000,000

            	
              None

            
	
               8.80%
      Series due April 1, 2005

            	
              80,000,000

            	
              None

            
	
               6
      7/8% Series due June 1, 2002

            	
              65,000,000

            	
              None

            
	
               6.45%
      Series due April 1, 2008

            	
              80,000,000

            	
                         None

            
	
               6.20%
      Series due May 1, 2004

            	
              75,000,000

            	
                         None

            
	
              Floating
      Rate Series due May 3, 2004

            	
              50,000,000

            	
                         None

            
	
              Pollution
      Control Series A due July 1, 2022

            	
              32,850,000

            	
              $32,850,000

            
	
               7
      3/4% Series due February 15, 2003

            	
              120,000,000

            	
              None

            
	
               6.25%
      due February 1, 2003

            	
              70,000,000

            	
              None

            
	
               6%
      Series due November 1, 2032

            	
              75,000,000

            	
              75,000,000

            
	
               7.25%
      Series due December 1, 2032

            	
              100,000,000

            	
              100,000,000

            
	
              5.15%
      Series due February 1, 2013

            	
              100,000,000

            	
              100,000,000

            
	
              4.35%
      Series due April 1, 2008

            	
              100,000,000

            	
              None

            
	
              4.95%
      Series due June 1, 2018

            	
              95,000,000

            	
              95,000,000

            
	
              6.25%
      Series due April 1, 2034

            	
              100,000,000

            	
              100,000,000

            
	
              4.65%
      Series due May 1, 2011

            	
              80,000,000

            	
              80,000,000

            
	
              4.60%
      Pollution Control Series B due April 1, 2022

            	
              16,030,000

            	
              16,030,000

            
	
              5.92%
      Series due February 1, 2016

            	
              100,000,000

            	
              100,000,000

            


    

    


    ;
and

     

    WHEREAS,
Section 19.04 of the Original Indenture provides, among other things, that any
power, privilege or right expressly or implicitly reserved to or in any way
conferred upon the Company by any provision of the Indenture, whether such
power, privilege or right is in any way restricted or is unrestricted, may be in
whole or in part waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already restricted, and the
Company may enter into any further covenants, limitations, restrictions or
provisions for the benefit of any one or more series of bonds issued thereunder,
or the Company may establish the terms and provisions of any series of bonds by
an instrument in writing executed and acknowledged by the Company in such manner
as would be necessary to entitle a conveyance of real estate to be recorded in
all of the states in which any property at the time subject to the Lien of the
Indenture shall be situated; and

     

    WHEREAS,
the Company desires to create a new series of bonds under the Indenture and to
add to its covenants and agreements contained in the Indenture certain other
covenants and agreements to be observed by it; and

     

    WHEREAS,
all things necessary to make this Twenty-sixth Supplemental Indenture a valid,
binding and legal instrument have been performed, and the issue of said series
of bonds, subject to the terms of the Indenture, has been in all respects duly
authorized;

     

    NOW,
THEREFORE, THIS TWENTY-SIXTH SUPPLEMENTAL INDENTURE WITNESSETH: That the
Company, in consideration of the premises and of Ten Dollars ($10) to it duly
paid by the Trustee at or before the ensealing and delivery of these presents,
the receipt whereof is hereby acknowledged, and in order to further secure the
payment of both the principal of and interest on the bonds from time to time
issued under the Indenture, according to their tenor and effect and the
performance of all provisions of the Indenture and of said bonds, hereby grants,
bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates,
affects, pledges, sets over and confirms a security interest unto THE BANK OF
NEW YORK MELLON, as Trustee, and to its successor or successors in said trust,
and to said Trustee and its successors and assigns forever (subject, however, to
Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), in
all properties of the Company real, personal and mixed, of any kind or nature
(except as in the Indenture expressly excepted), now owned (including, but not
limited to, that located in the following counties in the State of Mississippi:
Adams, Amite, Attala, Bolivar, Calhoun, Carroll, Choctaw, Claiborne, Coahoma,
Copiah, Covington, DeSoto, Franklin, Grenada, Hinds, Holmes, Humphreys,
Issaquena, Jefferson, Jefferson Davis, Lawrence, Leake, Leflore, Lincoln,
Madison, Montgomery, Panola, Pike, Quitman, Rankin, Scott, Sharkey, Simpson,
Smith, Sunflower, Tallahatchie, Tate, Tunica, Walthall, Warren, Washington,
Webster, Wilkinson, Yalobusha and Yazoo; and in Independence County, Arkansas,
and Campbell County, Wyoming) or, subject to the provisions of Section 15.03 of
the Original Indenture, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any other way) and
wheresoever situated, including (without in anyway limiting or impairing by the
enumeration of the same, the scope and intent of the foregoing or of any general
description contained in the Indenture) all real estate, lands, easements,
servitudes, licenses, permits, franchises, privileges, rights of way and other
rights in or relating to real estate or the occupancy of the same; all power
sites, flowage rights, water rights, water locations, water appropriations,
ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams,
dam sites, aqueducts, and all other rights or means for appropriating,
conveying, storing and supplying water; all rights of way and roads; all plants
for the generation of electricity by steam, water and/or other power; all power
houses, street lighting systems, standards and other equipment incidental
thereto; all telephone, radio and television systems, air conditioning systems
and equipment incidental thereto, water wheels, water works, water systems,
steam heat and hot water plants, substations, electric, gas and water lines,
service and supply systems, bridges, culverts, tracks, ice or refrigeration
plants and equipment, offices, buildings and other structures and the equipment
thereof; all machinery, engines, boilers, dynamos, turbines, electric, gas and
other machines, prime movers, regulators, meters, transformers, generators
(including, but not limited to, engine driven generators and turbogenerator
units), motors, electrical, gas and mechanical appliances, conduits, cables,
water, steam heat, gas or other pipes, gas mains and pipes, service pipes,
fittings, valves and connections, pole and transmission lines, towers, overhead
conductors and devices, underground conduits, underground conductors and
devices, wires, cables, tools, implements, apparatus, storage battery equipment,
and all other fixtures and personalty; all municipal and other franchises,
consents or permits; all lines for the transmission and distribution of electric
current, steam heat or water for any purpose including towers, poles, wires,
cables, pipes, conduits, ducts and all apparatus for use in connection therewith
and (except as in the Indenture expressly excepted) all the right, title and
interest of the Company in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection with
any property described in the Indenture.

     

    TOGETHER
WITH all and singular the tenements, hereditaments, prescriptions, servitudes
and appurtenances belonging or in anyway appertaining to the aforesaid property
or any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 11.01 of the Original Indenture) the
tolls, rents, revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property, rights and franchises and every part and parcel
thereof.

     

    IT IS
HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of
the Original Indenture, all the property, rights and franchises acquired by the
Company (by purchase, consolidation, merger, donation, construction, erection or
in any other way) after the date hereof (except as in the Indenture expressly
excepted) shall be and are as fully granted and conveyed by the Indenture and as
fully embraced within the Lien of the Indenture as if such property, rights and
franchises were now owned by the Company and were specifically described in the
Indenture and granted and conveyed by the Indenture.

     

    PROVIDED
that the following are not and are not intended to be now or hereafter granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over or confirmed hereunder, nor is a
security interest therein hereby granted or intended to be granted, and the same
are hereby expressly excepted from the Lien and operation of the Indenture, viz:
(1) cash, shares of stock, bonds, notes and other obligations and other
securities not in the Indenture specifically pledged, paid, deposited, delivered
or held under the Indenture or covenanted so to be; (2) merchandise, equipment,
apparatus, materials or supplies held for the purpose of sale or other
disposition in the usual course of business or for the purpose of repairing or
replacing (in whole or part) any rolling stock, buses, motor coaches,
automobiles or other vehicles or aircraft or boats, ships, or other vessels and
any fuel, oil and similar materials and supplies consumable in the operation of
any of the properties of the Company; rolling stock, buses, motor coaches,
automobiles and other vehicles and all aircraft; boats, ships and other vessels;
all timber, minerals, mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands and choses in action,
and all contracts, leases and operating agreements not specifically pledged
under the Indenture or covenanted so to be; (4) the last day of the term of any
lease or leasehold which may hereafter become subject to the Lien of the
Indenture; (5) electric energy, gas, water, steam, ice, and other materials or
products generated, manufactured, produced or purchased by the Company for sale,
distribution or use in the ordinary course of its business; (6) any natural gas
wells or natural gas leases or natural gas transportation lines or other works
or property used primarily and principally in the production of natural gas or
its transportation, primarily for the purpose of sale to natural gas customers
or to a natural gas distribution or pipeline company, up to the point of
connection with any distribution system, and any natural gas distribution
system; and (7) the Company’s franchise to be a corporation; provided, however,
that the property and rights expressly excepted from the Lien and operation of
the Indenture in the above subdivisions (2) and (3) shall (to the extent
permitted by law) cease to be so excepted in the event and as of the date that
either or both of the Trustees or a receiver or trustee shall enter upon and
take possession of the Mortgaged and Pledged Property in the manner provided in
Article XII of the Original Indenture by reason of the occurrence of a
Default.

     

    TO HAVE
AND TO HOLD all such properties, real, personal and mixed, granted, bargained,
sold, released, conveyed, assigned, transferred, mortgaged, hypothecated,
affected, pledged, set over or confirmed or in which a security interest has
been granted by the Company as aforesaid, or intended so to be (subject,
however, to Excepted Encumbrances as defined in Section 1.06 of the Original
Indenture), unto THE BANK OF NEW YORK MELLON, and its successors and assigns
forever.

     

    IN TRUST
NEVERTHELESS, upon the terms and trusts in the Indenture set forth, for the
equal pro rata benefit and security of all and each of the bonds and coupons
issued and to be issued under the Indenture, or any of them, in accordance with
the terms of the Indenture, without preference, priority or distinction as to
the Lien of any of said bonds and coupons over any others thereof by reason of
priority in the time of the issue or negotiation thereof, or otherwise
howsoever, subject to the provisions in the Indenture set forth in reference to
extended, transferred or pledged coupons and claims for interest; it being
intended that, subject as aforesaid, the Lien and security of all of said bonds
and coupons of all series issued or to be issued under the Indenture shall take
effect from the date of the initial issuance of bonds under the Indenture, and
that the Lien and security of the Indenture shall take effect from said date as
though all of the said bonds of all series were actually authenticated and
delivered and issued upon such date.

     

    PROVIDED,
HOWEVER, these presents are upon the condition that if the Company, its
successors or assigns, shall pay or cause to be paid, the principal of and
interest on said bonds, or shall provide, as permitted hereby, for the payment
thereof by depositing with the Trustee the entire amount due or to become due
thereon for principal and interest, and if the Company shall also pay or cause
to be paid all other sums payable hereunder by it, then the Indenture and the
estate and rights granted under the Indenture shall cease, determine and be
void, otherwise to be and remain in full force and effect.

     

    AND IT IS
HEREBY COVENANTED, DECLARED AND AGREED by the Company that all the terms,
conditions, provisos, covenants and provisions contained in the Indenture shall
affect and apply to the property hereinbefore described and conveyed and to the
estate, rights, obligations and duties of the Company and the Trustee and its
successor or successors as Trustee in such trust in the same manner and with the
same effect as if the said property had been owned by the Company at the time of
the execution of the Original Indenture and had been specifically and at length
described in and conveyed to said Trustee by the Original Indenture as a part of
the property therein stated to be conveyed.

     

    The
Company further covenants and agrees to and with the Trustee and its successor
or successors in such trust as follows:

     

     

    ARTICLE
I                                

     

     

    DEFINITIONS
AND RULES OF CONSTRUCTION

     

    Section
1.01. Terms
From the Original Indenture.

     

    All
defined terms used in this Twenty-sixth Supplemental Indenture and not otherwise
defined herein shall have the respective meanings ascribed to them in the
Original Indenture.

     

    Section
1.02. Certain
Defined Terms.

     

    As used
in this Twenty-sixth Supplemental Indenture, the following defined terms shall
have the respective meanings specified unless the context clearly requires
otherwise:

     

    The term
“Adjusted Treasury Rate” shall mean, with respect to any redemption
date:

     

    (1)           the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the remaining term of the bonds of the Thirty-second
Series, yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or

     

    (2)           if
such release (or any successor release) is not published during the week
preceding the calculation date for the Adjusted Treasury Rate or does not
contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using 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.

     

    The
Adjusted Treasury Rate shall be calculated on the third Business Day preceding
the redemption date.

     

    The term
“Business Day” shall mean any day other than a Saturday or a Sunday or a day on
which banking institutions in The City of New York 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.

     

    The term
“Comparable Treasury Issue” shall mean the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the bonds of the Thirty-second Series 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 bonds of the Thirty-second
Series.

     

    The term
“Comparable Treasury Price” shall mean, with respect to any redemption date, (i)
the average of five Reference Treasury Dealer Quotations for such redemption
date after excluding the highest and lowest such Reference Treasury Dealer
Quotations or (ii) if the Independent Investment Banker obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations.

     

    The term
“Independent Investment Banker” shall mean one of the Reference Treasury Dealers
that the Company appoints to act as the Independent Investment Banker from time
to time, or, if any of such firms is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Company.

     

    The term
“Reference Treasury Dealer” shall mean (i) Goldman, Sachs & Co. and BNY
Mellon Capital Markets, LLC, and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in the United States (a “Primary Treasury Dealer”), the
Company shall substitute therefor another Primary Treasury Dealer, and (ii) any
other Primary Treasury Dealer selected by the Independent Investment Banker
after consultation with the Company.

     

    The term
“Reference Treasury Dealer Quotations” shall mean, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m. on the third Business Day preceding such redemption date.

     

    The term
“Thirty-second Series” shall have the meaning specified in Section
2.01.

     

    Section
1.03. References
Are to Twenty-sixth Supplemental Indenture.

     

    Unless
the context otherwise requires, all references herein to “Articles”, “Sections”
and other subdivisions refer to the corresponding Articles, Sections and other
subdivisions of this Twenty-sixth Supplemental Indenture, and the words
“herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to
this Twenty-sixth Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision hereof or to the Original Indenture or any
other supplemental indenture thereto.

     

    Section
1.04. Number
and Gender.

     

    Unless
the context otherwise requires, defined terms in the singular include the
plural, and in the plural include the singular. The use of a word of any gender
shall include all genders.

     

    ARTICLE
II

     

    THE
THIRTY-SECOND SERIES

     

    Section
2.01. Bonds of
the Thirty-second Series.

     

    There
shall be a series of bonds designated as the 6.64% Series due July 1, 2019
(herein sometimes referred to as the “Thirty-second Series”), each of which
shall also bear the descriptive title “First Mortgage Bond” as permitted by
Section 2.01 of the Original Indenture. The form of bonds of the Thirty-second
Series shall be substantially in the form of Exhibit A hereto. Bonds of the
Thirty-second Series shall mature on July 1, 2019 and shall be issued only as
fully registered bonds in denominations of One Thousand Dollars and, at the
option of the Company, in any multiple or multiples thereof (the exercise of
such option to be evidenced by the execution and delivery thereof). Bonds of the
Thirty-second Series shall bear interest at the rate of six and sixty-four
one-hundredths per centum (6.64%) per annum (except as hereinafter provided),
payable semiannually on January 1 and July 1 of each year, and at maturity or
earlier redemption, the first interest payment to be made on January 1, 2010,
for the period from June 12, 2009 to January 1, 2010; the principal of and
premium, if any, and interest on each said bond to be payable at the office or
agency of the Company in the Borough of Manhattan, The City of New York, New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for public and private debts. Interest on the bonds of
the Thirty-second Series may, at the option of the Company, be paid by check
mailed to the registered owners thereof. Overdue principal and overdue interest
in respect of the bonds of the Thirty-second Series shall bear interest (before
and after judgment) at the rate of seven and sixty-four one-hundredths per
centum (7.64%) per annum (to the extent that payment of such interest on any
overdue interest is not prohibited under applicable law). Interest on the bonds
of the Thirty-second Series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. Interest on the bonds of the Thirty-second
Series in respect of a portion of a month shall be calculated based on the
actual number of days elapsed. In any case where any interest payment date,
redemption date or maturity of any bond of the Thirty-second Series shall not be
a Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day, with the same force
and effect, and in the same amount, as if made on the corresponding interest
payment date or redemption date, or at maturity, as the case may be, and, if
such payment is made or duly provided for on such Business Day, no interest
shall accrue on the amount so payable for the period from and after such
interest payment date, redemption date or maturity, as the case may be, to such
Business Day.

     

    The
Company reserves the right to establish at any time, by Resolution of the Board
of Directors of the Company, a form of coupon bond, and of appurtenant coupons,
for the Thirty-second Series and to provide for exchangeability of such coupon
bonds with the bonds of said Series issued hereunder in fully registered form
and to make all appropriate provisions for such purpose.

     

    Section
2.02. Optional
Redemption of Bonds of the Thirty-second Series.

     

    The bonds of the Thirty-second Series
shall be redeemable at the option of the Company, in whole or in part, upon
notice mailed to each registered owner at his last address appearing on the
registry books not less than 30 days nor more than 60 days prior to
the date fixed for redemption, at any time prior to maturity, at a redemption
price equal to the greater of (a) 100% of the principal amount of the bonds
of the Thirty-second Series being redeemed and (b) as determined by the
Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal and interest on the bonds of the Thirty-second
Series being redeemed (excluding the portion of any such interest accrued to the
redemption date), discounted (for purposes of determining such present values)
to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.50%,
plus accrued and unpaid interest thereon to the redemption date.

    


    Section
2.03. Transfer
and Exchange.

     

    (a) At the
option of the registered owner, any bonds of the Thirty-second Series, upon
surrender thereof for cancellation at the office or agency of the Company in the
Borough of Manhattan, The City of New York, New York, shall be exchangeable for
a like aggregate principal amount of bonds of the same series of other
authorized denominations.

     

    (b) Bonds of
the Thirty-second Series shall be transferable, upon the surrender thereof for
cancellation, together with a written instrument of transfer in form approved by
the registrar duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, New York.

     

    (c) Upon any
such exchange or transfer of bonds of the Thirty-second Series, the Company may
make a charge therefor sufficient to reimburse it for any tax or taxes or other
governmental charge, as provided in Section 2.05 of the Original Indenture, but
the Company hereby waives any right to make a charge in addition thereto for any
such exchange or transfer of bonds of the Thirty-second Series.

     

    Section
2.04. Dating of
Bonds and Interest Payments.

     

    (a) Each bond
of the Thirty-second Series shall be dated as of the date of authentication and
shall bear interest from the last preceding interest payment date to which
interest shall have been paid (unless the date of such bond is an interest
payment date to which interest is paid, in which case from the date of such
bond); provided that each bond of the Thirty-second Series dated prior to
January 1, 2010, shall bear interest from the date of original issuance; and
provided, further, that if any bond of the Thirty-second Series shall be
authenticated and delivered upon a transfer of, or in exchange for or in lieu
of, any other bond or bonds of the Thirty-second Series upon which interest is
in default, it shall be dated so that such bond shall bear interest from the
last preceding date to which interest shall have been paid on the bond or bonds
in respect of which such bond shall have been delivered or from its date of
original issuance, if no interest shall have been paid on the bonds of the
Thirty-second Series.

     

    (b) Notwithstanding
the foregoing, bonds of the Thirty-second Series shall be dated so that the
Person in whose name any bond of the Thirty-second Series is registered at the
close of business on the Business Day immediately preceding an interest payment
date shall be entitled to receive the interest payable on the interest payment
date, except if, and to the extent that, the Company shall have defaulted in the
payment of the interest due on such interest payment date, in which case such
defaulted interest shall be paid to the Persons in whose names Outstanding bonds
of the Thirty-second Series are registered at the close of business on the
Business Day immediately preceding the date of payment of such defaulted
interest.

     

     

    ARTICLE
III 

     

    COVENANTS

     

    Section
3.01. Maintenance
of Paying Agent.

     

    So long
as any bonds of the Thirty-second Series are Outstanding, the Company covenants
that the office or agency of the Company in the Borough of Manhattan, The City
of New York, New York where the principal of and premium, if any, or interest on
any bonds of such series shall be payable shall also be an office or agency
where any such bonds may be transferred or exchanged and where notices,
presentations or demands to or upon the Company in respect of such bonds or in
respect of the Indenture may be given or made.

     

    Section
3.02. Further
Assurances.

     

    From time
to time whenever reasonably requested by the Trustee or the holders of a
majority in aggregate principal amount of the bonds of the Thirty-second Series
then Outstanding, the Company will make, execute and deliver or cause to be
made, executed and delivered any and all such further and other instruments and
assurances as may be reasonably necessary or proper to carry out the intention
of or to facilitate the performance of the terms of the Indenture or to secure
the rights and remedies of the holders of such bonds.

     

     

    ARTICLE
IV 

     

    MISCELLANEOUS
PROVISIONS

     

    Section
4.01. Resignation
of Co-Trustee.

     

    Pursuant
to Section 16.21 of the Indenture, as of the date hereof, the Co-Trustee does
hereby resign and such resignation is hereby accepted. The Co-Trustee is hereby
discharged and hereby ceases to be the Co-Trustee, and all powers of the
Co-Trustee do hereby terminate, as do his right, title and interest in and to
the trust estate, all without further action by the Company, the Trustee or the
holders of the bonds of the Thirty-second Series. Notwithstanding anything to
the contrary in the Indenture, no vacancy shall be deemed to be created in the
office of the Co-Trustee by such resignation, no lien afforded to him under the
Indenture shall be retained by the resigning Co-Trustee and, unless and until
there shall be appointed a new trustee or successor to the Co-Trustee, all of
the right, title and powers of the Trustees shall devolve upon the Trustee and
its successors alone. The Trustee shall not be required to appoint a successor
to the Co-Trustee unless and until the Trustee or the Company determines that it
is necessary to do so. All references in the Indenture, as amended and
supplemented by this Twenty-sixth Supplemental Indenture, to “Trustees” shall be
construed to be references solely to the Trustee unless and until such time as a
successor to the Co-Trustee shall be appointed.

     

    Section
4.02. Acceptance
of Trusts.

     

    The
Trustee hereby accepts the trusts herein declared, provided, created or
supplemented and agrees to perform the same upon the terms and conditions herein
and in the Original Indenture, as heretofore supplemented, set forth and upon
the following terms and conditions:

     

    The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Twenty-sixth Supplemental Indenture or for
or in respect of the recitals contained herein, all of which recitals are made
solely by the Company. In general, each and every term and condition contained
in Article XVI of the Original Indenture shall apply to and form part of this
Twenty-sixth Supplemental Indenture with the same force and effect as if the
same were herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same conform to the
provisions of this Twenty-sixth Supplemental Indenture.

     

    Section
4.03. Effect of
Twenty-sixth Supplemental Indenture under Louisiana Law.

     

    It is the
intention and it is hereby agreed that, so far as concerns that portion of the
Mortgaged and Pledged Property situated within the State of Louisiana, the
general language of conveyance contained in this Twenty-sixth Supplemental
Indenture is intended and shall be construed as words of hypothecation and not
of conveyance and that, so far as the said Louisiana property is concerned, this
Twenty-sixth Supplemental Indenture shall be considered as an act of mortgage
and pledge under the laws of the State of Louisiana, and the Trustee herein
named is named as mortgagee and pledgee in trust for the benefit of itself and
of all present and future holders of the bonds of the Thirty-second Series and
any coupons thereto issued hereunder, and is irrevocably appointed special agent
and representative of the holders of the bonds and coupons issued hereunder and
vested with full power in their behalf to effect and enforce the mortgage and
pledge hereby constituted for their benefit, or otherwise to act as herein
provided for.

     

    Section
4.04. Record
Date.

     

    The
holders of the bonds of the Thirty-second Series shall be deemed to have
consented and agreed that the Company may, but shall not be obligated to, fix a
record date for the purpose of determining the holders of the bonds of the
Thirty-second Series entitled to consent to any amendment or supplement to the
Indenture or the waiver of any provision thereof or any act to be performed
thereunder. If a record date is fixed, those persons who were holders at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to be holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.

     

    Section
4.05. Titles.

     

    The
titles of the several Articles and Sections of this Twenty-sixth Supplemental
Indenture and the table of contents shall not be deemed to be any part
hereof.

     

    Section
4.06. Counterparts.

     

    This
Twenty-sixth Supplemental Indenture may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and
the same instrument.

     

    Section
4.07. Governing
Law.

     

    The
internal laws of the State of New York shall govern this Twenty-sixth
Supplemental Indenture and the bonds of the Thirty-second Series, except to the
extent that the validity or perfection of the Lien of the Indenture, or remedies
thereunder, are governed by the laws of a jurisdiction other than the State of
New York.

     

    Section
4.08. Recitals.

     

    The
recitals set forth in the initial pages of this Twenty-sixth Supplemental
Indenture and the exhibits attached hereto are incorporated herein by reference,
and this Twenty-sixth Supplemental Indenture shall be construed in the light
thereof.

     



    IN
WITNESS WHEREOF, ENTERGY MISSISSIPPI, INC. has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by its Chairman of
the Board, Chief Executive Officer, President or one of its Vice Presidents, and
its corporate seal to be attested by its Secretary or one of its Assistant
Secretaries for and in its behalf, and THE BANK OF NEW YORK MELLON has caused
its corporate name to be hereunto affixed, and this instrument to be signed and
sealed by one of its Vice Presidents or Assistant Vice Presidents and such
signature to be attested by one of its Vice Presidents, Assistant Vice
Presidents or Assistant Secretaries for and on its behalf, and STEPHEN J.
GIURLANDO, in acknowledgment of his resignation as Co-Trustee, has hereunto set
his hand, all as of the day and year first above written.

     

    


    
      	 
      	
              ENTERGY
      MISSISSIPPI, INC.

               

               

            
	
              By:

            	
              /s/
      Robert D. Sloan

            
	 
      	
              Robert
      D. Sloan

              Executive
      Vice President,

              General
      Counsel and Secretary

            
	 
      	 
      


    

    Attest:

    


    /s/ Dawn
A. Abuso

    
      	
              Dawn
      A. Abuso

              Assistant
      Secretary

            


    



    


    


    
      	 
      	
              THE
      BANK OF NEW YORK MELLON,

            
	 
      	
                            as
      Trustee

               

            
	
              By:

            	
              /s/
      Geovanni Barris

            	 
      
	 
      	
              Name:                      Geovanni
      Barris

            	 
      
	 
      	
              Title:                      Vice
      President

            	 
      
	 
      	 
      


    

    Attest:

    


    


    /s/
Timothy Casey

    
      	
              Name:  Timothy
      Casey

            


    

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Stephen J. Giurlando

            
	 
      	
              STEPHEN
      J. GIURLANDO,

            
	 
      	
              as
      Resigning Co-Trustee

            


    



    


    


    STATE OF
LOUISIANA         
)
                  
)      ss.:
PARISH OF
ORLEANS           )

     

     

    On this
10th day of June, 2009, before me appeared Robert D. Sloan, to me personally
known, who, being by me duly sworn, did say that he is Executive Vice President,
General Counsel and Secretary of ENTERGY MISSISSIPPI, INC., and that the seal
affixed to the above instrument is the seal of said entity and that said
instrument was signed and sealed in behalf of said entity by authority of its
Board of Directors, and said Robert D. Sloan, acknowledged said instrument to be
the free act and deed of said entity.

     

     

    On the
10th day of June, 2009 before me personally came Robert D. Sloan, to me known,
who, being by me duly sworn, did depose and say that he resides at 1320 Second
Street, New Orleans, Louisiana 70130; that he is Executive Vice President,
General Counsel and Secretary of ENTERGY MISSISSIPPI, INC., one of the entities
described in and which executed the above instrument; that he knows the seal of
said entity; that the seal affixed to said instrument is such seal, that it was
so affixed by order of the Board of Directors of said entity, and that he signed
his name thereto by like order.

     

     

    /s/ Jennifer B.
Favalora   

    Jennifer
B. Favalora

    Notary
Public (ID# 57639)

    Parish of
Jefferson, State of Louisiana

    My
Commission is Issued for Life

     



    STATE OF
NEW
YORK          )

    )ss.:

    COUNTY OF
NEW YORK      )

     

    Personally
appeared before me, the undersigned authority in and for the aforesaid County
and State, the within named Geovanni Barris as Vice President, and Timothy
Casey, as an Assistant Treasurer of THE BANK OF NEW YORK MELLON, who
acknowledged that they signed, attached the corporate seal of the corporation
thereto and delivered the foregoing instrument on the day and year therein
stated, by the authority and as the act and deed of the
corporation.

     

    On the
10th day of June, 2009, before me personally came Geovanni Barris to me known,
who, being by me duly sworn, did depose and say that he resides in New York, New
York, that he is a Vice President of THE BANK OF NEW YORK MELLON, the
corporation described in and which executed the above instrument; and that he
signed her/his name thereto by like order.

     

    Given
under my hand and seal this 10th day of June, 2009.

     

    
      	 
      	
              /s/
      Carlos R. Luciano

            
	
              Name:
      Carlos Luciano

              Notary
      Public, State of New York

              No.
      41-4765897

              Qualified
      in Queens County

              Commission
      Expires April 30,
  2010

            
	 
      	 
      


    

    




    STATE OF
NEW YORK         )

    )      ss.:

    COUNTY OF
NEW YORK     )

     

    


    Personally
appeared before me, the undersigned authority in and for the aforesaid County
and State, the within named STEPHEN J. GIURLANDO, who acknowledged that he
signed and delivered the foregoing instrument on the day and year therein
mentioned.

     

    On the
10th day of June, 2009, before me personally came STEPHEN J. GIURLANDO to me
known to be the person described in and who acknowledged the foregoing
instrument, and acknowledged that he executed the same.

     

    Given
under my hand and seal this 10th day of June, 2009.

     

    


    
      	 
      	
              /s/
      Carlos R. Luciano

            
	
              Name:
      Carlos Luciano

              Notary
      Public, State of New York

              No.
      41-4765897

              Qualified
      in Queens County

              Commission
      Expires April 30,
  2010

            
	 
      	 
      


    

    


    




    EXHIBIT
A

     

    [FORM OF
BOND OF THIRTY-SECOND SERIES]
[(See
legend at the end of this bond for
restrictions
on transferability and change of form)]

     

    FIRST
MORTGAGE BOND

     

    6.64%
Series due July 1, 2019

     

    


    
      	 
      	
                                                                                    CUSIP
      29364N AP3

            
	
              No.

            	
                  $___________

            


    

    


    


    ENTERGY
MISSISSIPPI, INC. (formerly Mississippi Power & Light Company), a
corporation duly organized and validly existing under the laws of the State of
Mississippi (hereinafter called the Company), for value received, hereby
promises to pay to __________ or registered assigns, at the office or agency of
the Company in New York, New York, the principal sum of _______Dollars
($________) on July 1, 2019, in such coin or currency of the United States
of America as at the time of payment is legal tender for public and private
debts, and to pay in like manner to the registered owner hereof interest thereon
from the date of original issuance, if the date of this bond is prior to January
1, 2010 or, if the date of this bond is on or after January 1, 2010, from
the January 1 or July 1 immediately preceding the date of this bond to which
interest has been paid (unless the date hereof is an interest payment date to
which interest has been paid, in which case from the date hereof), at the rate
of six and sixty-four one-hundredths per centum (6.64%) per annum in like coin
or currency on January 1 and July 1 in each year, commencing January 1, 2010,
and at maturity or earlier redemption, until the principal of this bond shall
have become due and been duly paid or provided for, and to pay interest (before
and after judgment) on any overdue principal, premium, if any, and (to the
extent that payment of such interest on any overdue interest is not prohibited
under applicable law) on any defaulted interest at the rate of seven and
sixty-four one-hundredths per centum (7.64%) per annum. Interest on this bond
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months. Interest on this bond in respect of a portion of a month shall be
calculated based on the actual number of days elapsed.

     

    The
interest so payable on any interest payment date will, subject to certain
exceptions provided in the Mortgage hereinafter referred to, be paid to the
person in whose name this bond is registered at the close of business on the
Business Day immediately preceding such interest payment date. At the option of
the Company, interest may be paid by check mailed on or prior to such interest
payment date to the address of the person entitled thereto as such address shall
appear on the register of the Company.

     

    This bond
shall not become obligatory until The Bank of New York Mellon, the Trustee under
the Mortgage, as hereinafter defined, or its respective successor or successors
thereunder, shall have signed the authentication certificate endorsed
hereon.

     

    This bond
is one of a series of bonds of the Company issuable in series and is one of a
duly authorized series known as its First Mortgage Bonds, 6.64% Series due July
1, 2019 (herein called bonds of the Thirty-second Series), all bonds of all
series issued under and equally secured by a Mortgage and Deed of Trust (herein,
together with any indenture supplemental thereto, including the Twenty-sixth
Supplemental Indenture dated as of June 1, 2009, called the Mortgage), dated as
of February 1, 1988, duly executed by the Company to The Bank of New York Mellon
(successor to Bank of Montreal Trust Company), and Stephen J. Giurlando
(successor to Z. George Klodnicki) (who resigned as Co-Trustee effective at the
close of business on June 1, 2009) as Trustee. Reference is made to the
Mortgage for a description of the mortgaged and pledged property, assets and
rights, the nature and extent of the lien and security, the respective rights,
limitations of rights, covenants, obligations, duties and immunities thereunder
of the Company, the holders of bonds and the Trustee and the terms and
conditions upon which the bonds are, and are to be, secured, the circumstances
under which additional bonds may be issued and the definition of certain terms
herein used, to all of which, by its acceptance of this bond, the holder of this
bond agrees.

     

    The
principal hereof may be declared or may become due prior to the maturity date
hereinbefore named on the conditions, in the manner and at the time set forth in
the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The
Mortgage provides that in certain circumstances and upon certain conditions such
a declaration and its consequences or certain past defaults and the consequences
thereof may be waived by such affirmative vote of holders of bonds as is
specified in the Mortgage.

     

    The
Mortgage contains provisions permitting the Company and the Trustee to execute
supplemental indentures amending the Mortgage for certain specified purposes
without the consent of holders of bonds. With the consent of the Company and to
the extent permitted by and as provided in the Mortgage, the rights and
obligations of the Company and/or the rights of the holders of the bonds of the
Thirty-second Series and/or the terms and provisions of the Mortgage may be
modified or altered by such affirmative vote or votes of the holders of bonds
then Outstanding as are specified in the Mortgage.

     

    Any
consent or waiver by the holder of this bond (unless effectively revoked as
provided in the Mortgage) shall be conclusive and binding upon such holder and
upon all future holders of this bond and of any bonds issued in exchange or
substitution herefor, irrespective of whether or not any notation of such
consent or waiver is made upon this bond or such other bond.

     

    No
reference herein to the Mortgage and no provision of this bond or of the
Mortgage shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this bond in the manner, at the respective times, at the rate and in the
currency herein prescribed.

     

    The bonds
are issuable as registered bonds without coupons in the denominations of
$1,000.00 and integral multiples thereof. At the office or agency to be
maintained by the Company in the borough of Manhattan, The City of New York,
State of New York, and in the manner and subject to the provisions of the
Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds
of other authorized denominations, without payment of any charge other than a
sum sufficient to reimburse the Company for any tax or other governmental charge
incident thereto. This bond is transferable as prescribed in the Mortgage by the
registered owner hereof in person, or by his duly authorized attorney, at the
office or agency of the Company in New York, New York, upon surrender of this
bond, and upon payment, if the Company shall require it, of the transfer charges
provided for in the Mortgage, and, thereupon, a new fully registered bond of the
same series for a like principal amount will be issued to the transferee in
exchange hereof as provided in the Mortgage. The Company and the Trustee may
deem and treat the person in whose name this bond is registered as the absolute
owner hereof for the purpose of receiving payment and for all other purposes and
neither the Company nor the Trustee shall be affected by any notice to the
contrary.

     

    This bond
is redeemable at the option of the Company as provided in the Twenty-sixth
Supplemental Indenture.

     

    No
recourse shall be had for the payment of the principal of, premium, if any, or
interest on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the Company
or of any predecessor or successor corporation, as such, either directly or
through the Company or any predecessor or successor corporation, under any rule
of law, statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Mortgage.

     

    As
provided in the Mortgage, this bond shall be governed by and construed in
accordance with the laws of the State of New York.


    IN
WITNESS WHEREOF, Entergy Mississippi, Inc. has caused this bond to be signed in
its corporate name by its Chairman of the Board, Chief Executive Officer,
President or one of its Vice Presidents by his signature or a facsimile thereof,
and its corporate seal to be impressed or imprinted hereon and attested by its
Secretary or one of its Assistant Secretaries by his or her signature or a
facsimile thereof.

     

    Dated:

    ENTERGY
MISSISSIPPI, INC.

    


    


    


    By:_______________________________________

    Name:

    Title:

    


    


    Attest:

    


    __________________________

    Name:

    Title:

    


    


    [FORM OF
TRUSTEE’S
AUTHENTICATION
CERTIFICATE]

     

    TRUSTEE'S
AUTHENTICATION CERTIFICATE

     

    


    


    This bond
is one of the bonds, of the series herein designated, described or provided for
in the within-mentioned Mortgage.

     

    THE BANK
OF NEW YORK MELLON,

        as
Trustee

    


    


    


    By:
______________________________________

    Authorized
Signatory

    




    [LEGEND

     

    Unless
and until this bond is exchanged in whole or in part for certificated bonds
registered in the names of the various beneficial holders hereof as then
certified to the Trustee by The Depository Trust Company or its successor (the
“Depositary”), this bond may not be transferred except as a whole 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 by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.

     

    Unless
this certificate is presented by an authorized representative of the Depositary
to the Company or its agent for registration of transfer, exchange or payment,
and any certificate to be issued is registered in the name of Cede & Co., or
such other name as requested by an authorized representative of the Depositary
and any amount payable thereunder is made payable to Cede & Co., or such
other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.

     

    This bond
may be exchanged for certificated bonds registered in the names of the various
beneficial owners hereof if (a) the Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within 90 days, or (b) the Company elects to issue certificated
bonds to beneficial owners (as certified to the Company by the
Depositary).]