ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power & Light Company) to 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...

Exhibit A-3(c)

_________________________________________________________________

ENTERGY MISSISSIPPI, INC.
(formerly Mississippi Power & Light Company)

THE BANK OF NEW YORK
(successor to Xxxxxx Trust Company of New York and Bank of Montreal Trust Company)

and

XXXXXXX X. XXXXXXXXX
(successor to Xxxx X. XxXxxxxxxx and Z. Xxxxxx Xxxxxxxxx)
As Trustees under
Entergy Mississippi, Inc.'s
Mortgage and Deed of Trust, dated as of February 1, 1988

________________________________

TWENTY-FOURTH SUPPLEMENTAL INDENTURE

Providing among other things for
General and Refunding Mortgage Bonds designated as
First Mortgage Bonds,
4.60% Pollution Control Series B

________________

Dated as of September 1, 2004

_____________________________

Prepared by
Xxxx Xxxxxx Child & Xxxxxxx, Professional Association
X.X. Xxx 000
Xxxxxxx, Xxxxxxxxxxx 00000
(000) 000-0000

_________________________________________________________________

TWENTY-FOURTH SUPPLEMENTAL INDENTURE

_________________________

TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2004, between ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power & Light Company), a corporation of the State of Mississippi, whose post office address is X.X. Xxx 0000, Xxxxxxx, Xxxxxxxxxxx 00000-0000 (tel. 000-000-0000) (the "Company") and THE BANK OF NEW YORK (successor to Xxxxxx Trust Company of New York), a New York banking corporation of the State of New York, whose principal corporate trust office is located at 000 Xxxxxxx Xxxxxx, 0X, Xxx Xxxx, Xxx Xxxx 00000 (tel. 000-000-0000) and XXXXXXX X. XXXXXXXXX (successor to Xxxx X. XxXxxxxxxx), whose post office address is 00 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (tel. 000-000-0000), 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, and its Twenty-third Supplemental Indenture, dated as of April 1, 2004, 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, Xxxxxx 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 Xxxxxx Trust Company of New York. By virtue of Section 9.03 of the Original Indenture, Xxxxxx 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, 0000, Xxxxxx Xxxxx Xxxxxxx xx Xxx Xxxx 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.

WHEREAS, effective June 30, 2000, Xxxx X. XxXxxxxxxx resigned as Co-Trustee under the Indenture, and by an Agreement of Resignation, Appointment and Acceptance the Company appointed Xxxxxxx X. Xxxxxxxxx, as successor Co-Trustee, effective June 30, 2000, and Xxxxxxx X. Xxxxxxxxx accepted said appointment.

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	100,000,000
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

; 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-fourth 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-FOURTH SUPPLEMENTAL INDENTURE WITNESSETH: That the Company, in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustees 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 XXXXXXX X. XXXXXXXXX and (to the extent of its legal capacity to hold the same for the purposes hereof) to THE BANK OF NEW YORK, as Trustees, and to their successor or successors in said trust, and to said Trustees and their 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: Xxxxx, Amite, Attala, Bolivar, Calhoun, Carroll, Choctaw, Claiborne, Coahoma, Copiah, Covington, DeSoto, Franklin, Grenada, Xxxxx, Holmes, Humphreys, Issaquena, Xxxxxxxxx, Xxxxxxxxx Davis, Lawrence, Leake, Leflore, Lincoln, Madison, Montgomery, Panola, Pike, Quitman, Rankin, Scott, Sharkey, Simpson, Smith, Sunflower, Tallahatchie, Xxxx, Tunica, Xxxxxxxx, Xxxxxx, Washington, Webster, Wilkinson, Yalobusha and Yazoo; and in Independence County, Arkansas, and Xxxxxxxx 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 any way 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 any way 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 xxxxx 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 XXXXXXX X. XXXXXXXXX and (to the extent of its legal capacity to hold the same for the purposes hereof) unto THE BANK OF NEW YORK, and their 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 Trustees and their successor or successors as Trustees 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 Trustees 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 Trustees and their successor or successors in such trust as follows:

DEFINITIONS AND RULES OF CONSTRUCTION
. 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.
THE Thirtieth SERIES

Transfer and Exchange.
1. At the option of the registered owner, any bonds of the Thirtieth 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 principal amount of bonds of the same series of other authorized denominations.
2. Bonds of the Thirtieth Series shall not be transferable except to any successor trustee under the Trust Indenture, any such transfer to be made (subject to the provisions of Section 2.05 of the Original Indenture) at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.
3. Upon any such exchange or transfer of bonds of the Thirtieth 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 Thirtieth Series.
(d) The bonds of the Thirtieth Series may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto or with the rules or regulations of any stock exchange or to conform to usage with respect thereto.
Dating of Bonds and Interest Payments.
1. Each bond of the Thirtieth 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 Thirtieth Series dated prior to April 1, 2005, shall bear interest from the date of original issuance; and provided, further, that if any bond of the Thirtieth 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 Thirtieth 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 Thirtieth Series.

Notwithstanding the foregoing, bonds of the Thirtieth Series shall be dated so that the Person in whose name any bond of the Thirtieth Series is registered at the close of business on the March 15 or September 15, as the case may be, next preceding an interest payment date (or, if such March 15 or September 15 is not a Business Day, the next preceding day which shall be a Business Day) 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 Thirtieth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest.

COVENANTS
MISCELLANEOUS PROVISIONS

. The recitals set forth in the initial pages of this Twenty-fourth Supplemental Indenture and the exhibits attached hereto are incorporated herein by reference, and this Twenty-fourth 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 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 its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents or Assistant Secretaries for and on its behalf, and XXXXXXX X. XXXXXXXXX has hereunto set his hand and affixed his seal, all as of the day and year first above written.

	ENTERGY MISSISSIPPI, INC.
By:	/s/ Xxxxxx X. XxXxxx
	Xxxxxx X. XxXxxx
	Vice President and Treasurer

Attest:

/s/ Xxxxxxxxxxx X. Screen
Xxxxxxxxxxx X. Screen
Assistant Secretary

	THE BANK OF NEW YORK,
	as Trustee
By:	/s/ Xxxxxx X. Xxxxxxxxxx
	Xxxxxx X. Xxxxxxxxxx
	Vice President

Attest:

/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Assistant Vice President


By:	/s/ Xxxxxxx X. Xxxxxxxxx
	XXXXXXX X. XXXXXXXXX,
	as Co-Trustee

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

Personally appeared before me, the undersigned authority in and for the aforesaid Parish and State, the within named Xxxxxx X. XxXxxx, Vice President and Treasurer, and Xxxxxxxxxxx X. Screen, Assistant Secretary of ENTERGY MISSISSIPPI, INC., 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 24th day of September, 2004, before me personally came Xxxxxx X. XxXxxx, to be known to me, who, being by me duly sworn, did depose and say that he resides at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000; that he is the Vice President and Treasurer of ENTERGY MISSISSIPPI, INC., the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

Given under my hand and seal this 24th day of September, 2004.

	/s/ Xxxxx X. Xxxxx, III
	Xxxxx X. Xxxxx, III
	Notary Public
	Parish of Orleans, State of Louisiana
	My Commission is Issued for Life

STATE OF NEW YORK )
&# )ss.:
COUNTY OF BRONX )

Personally appeared before me, the undersigned authority in and for the aforesaid County and State, the within named Xxxxxx X. Xxxxxxxxxx, as Vice President, and Xxxxx Xxxxxx, as an Assistant Vice President of THE BANK OF NEW YORK, 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 21st day of September, 2004, before me personally came Xxxxxx X. Xxxxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides at 00 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxx Xxxx 00000; that he is a Vice President of THE BANK OF NEW YORK, the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

Given under my hand and seal this 21st day of September, 2004.

	/s/ Xxxxxxx X. Xxxxxxx Notary Public, State of New York No. 01CA5027729 Qualified in Bronx County Commission Expires May 18, 0000

XXXXX XX XXX XXXX )
&# ) ss.:
COUNTY OF BRONX )

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

On the 21^st of September, 2004, before me personally came XXXXXXX X. XXXXXXXXX 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 21st of September, 2004.

	/s/ Xxxxxxx X. Xxxxxxx Notary Public, State of New York No. 01CA5027729 Qualified in Bronx County Commission Expires May 18, 2006

EXHIBIT A

[FORM OF BOND OF THIRTIETH SERIES]

This bond is not transferable except to a successor trustee under the Trust Indenture, dated as of September 1, 2004 (hereinafter called the "Trust Indenture"), between the Mississippi Business Finance Corporation (hereinafter called the "Issuer") relating to its Pollution Control Revenue Refunding Bonds (Entergy Mississippi, Inc. Project) Series 2004 (hereinafter called the " Series 2004 Bonds") and The Bank of New York Trust Company, N.A., as trustee (hereinafter called the "Trust Indenture Trustee").

FIRST MORTGAGE BOND

4.60% Pollution Control Series B


No. R-1

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 The Bank of New York Trust Company, N.A. or registered assigns, at the office or agency of the Company in New York, New York, the principal sum of _______Dollars ($________) on April 1, 2022, 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 April 1, 2005, from the April 1 or October 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 four and sixty one-hundredths per centum (4.60%) per annum in like coin or currency on April 1 and October 1 in each year, commencing April 1, 2005, and at maturity or earlier redemption, until the principal of this bond shall have become due and payable, and to pay interest (before and after judgment) on any overdue principal 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 five and sixty one-hundredths per centum (5.60%) per annum. Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

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 March 15 or September 15, as the case may be, next 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, 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, 4.60% Pollution Control Series B (herein called bonds of the Thirtieth 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, called the Mortgage), dated as of February 1, 1988, duly executed by the Company to The Bank of New York (successor to Bank of Montreal Trust Company), and Xxxxxxx X. Xxxxxxxxx (successor to Z. Xxxxxx Xxxxxxxxx), as Trustees. 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 Trustees 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 Thirtieth 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 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 or such other denominations as the officers of the Company shall determine to issue. At the office or agency to be maintained by the Company in 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 not transferable except to any successor trustee under the Trust Indenture, any such transfer to be made in the manner 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 Trustees 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 Trustees shall be affected by any notice to the contrary.

This bond is subject to redemption as provided in the Mortgage.

The bonds of the Thirtieth Series have been issued in order to evidence in part, prior to the Release Date, the obligation of the Company to make certain payments under the Loan Agreement, dated as of September 1, 2004, between the Issuer and the Company.

The obligation of the Company to make any payment of the principal of or interest on the bonds of the Thirtieth Series, whether at maturity, upon redemption or otherwise, shall be reduced by the amount of any reduction under the Trust Indenture of the amount of the corresponding payment required to be made by the Issuer thereunder in respect of the principal of or interest on the Series 2004 Bonds.

The Bank of New York, Trustee, and Xxxxxxx X. Xxxxxxxxx, Co-Trustee, may conclusively presume that the obligation of the Company to pay the principal of and interest on the bonds of the Thirtieth Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until the Trustee shall have received a written notice (which may be a facsimile followed by a hard copy) from the Trust Indenture Trustee, signed by its President, a Vice President or a Trust Officer, stating that the corresponding payment of principal of or interest on the Series 2004 Bonds has become due and payable and has not been fully paid and specifying the amount of funds required to make such payment.

The Bank of New York, Trustee, and Xxxxxxx X. Xxxxxxxxx, Co-Trustee, may conclusively presume that no redemption of bonds of the Thirtieth Series is required unless and until it shall have received a written notice (which may be a facsimile followed by a hard copy) from the Trust Indenture Trustee signed by its President, a Vice President or a Trust Officer, stating that the Series 2004 Bonds have become immediately due and payable pursuant to Section 8.02 of the Trust Indenture, upon the occurrence of an Event of Default under Section 8.01 (a), (b) or (d) (as it relates to clause (a) or (c) of the Loan Agreement) of said Trust Indenture, or that the Series 2004 Bonds are to be redeemed pursuant to Article III of the Trust Indenture and specifying the date fixed for the redemption and the principal amount thereof. Said notice shall also contain a waiver of notice of such redemption by the Trust Indenture Trustee, as the holder of all the bonds of the Thirtieth Series then Outstanding.

No recourse shall be had for the payment of the principal of 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 or her 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 signature or a facsimile thereof.

Dated: September 24, 2004

ENTERGY MISSISSIPPI, INC.

By:_______________________________________
Xxxxxx X. XxXxxx
Vice President and Treasurer

Attest:

__________________________
Name: Xxxxxxxxxxx X. Screen
Title: Assistant Secretary

[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,
as Trustee

By: ______________________________________
Authorized Signatory

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ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power & Light Company) to 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...

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