0000092122-08-000079 Sample Contracts

50,000,000 Series 2008A 6.00% Senior Notes due November 15, 2013 MISSISSIPPI POWER COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2008 • Mississippi Power Co • Electric services • New York

The Company understands that the Underwriter proposes to make a public offering of the Senior Notes as soon as the Underwriter deems advisable after this Agreement has been executed and delivered. The Senior Notes will be issued pursuant to an indenture, dated as of May 1, 1998 (the “Base Indenture”), by and between the Company and Wells Fargo Bank, National Association, as successor trustee (the “Trustee”), as heretofore supplemented and amended and as to be further supplemented and amended by a ninth supplemental indenture, dated as of November 21, 2008, to the Base Indenture relating to the Senior Notes (the “Supplemental Indenture” and, together with the Base Indenture and any other amendments or supplements thereto, the “Indenture”), between the Company and the Trustee.

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