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<SEC-DOCUMENT>0000065984-09-000095.txt : 20090512
<SEC-HEADER>0000065984-09-000095.hdr.sgml : 20090512
<ACCEPTANCE-DATETIME>20090512162734
ACCESSION NUMBER:		0000065984-09-000095
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20090512
DATE AS OF CHANGE:		20090512

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY MISSISSIPPI INC
		CENTRAL INDEX KEY:			0000066901
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				640205830
		STATE OF INCORPORATION:			MS
		FISCAL YEAR END:			1204

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-159164
		FILM NUMBER:		09819168

	BUSINESS ADDRESS:	
		STREET 1:		308 EAST PEARL STREET
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39201
		BUSINESS PHONE:		601-368-5000

	MAIL ADDRESS:	
		STREET 1:		308 EAST PEARL STREET
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MISSISSIPPI POWER & LIGHT CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>a02209.htm
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY LINK="#0000ff">

<P ALIGN="CENTER">As filed with the Securities and Exchange Commission on May 12, 2009</P>
<B><P ALIGN="RIGHT">Registration No. 333-</P>
<FONT SIZE=5><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<BR>
</FONT>WASHINGTON, D.C. 20549</P>
<P ALIGN="CENTER">_____________________</P>
<FONT SIZE=5><P ALIGN="CENTER">FORM S-3<BR>
</FONT>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</P>
<P ALIGN="CENTER">_____________________</P></B>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=637 DIR="LTR">
<TR><TD VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=5><P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.<BR>
</B></FONT><FONT SIZE=2>(Exact name of registrant as specified in its charter)</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<B><P ALIGN="CENTER">Mississippi<BR>
</B><FONT SIZE=2>(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P ALIGN="CENTER">64-0205830<BR>
</B><FONT SIZE=2>(I.R.S. Employer <BR>
Identification No.)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<B><P ALIGN="CENTER">308 East Pearl Street<BR>
Jackson, Mississippi 39201<BR>
(601) 368-5000<BR>
</B><FONT SIZE=2>(Address, including zip code, and telephone number, including<BR>
area code, of registrant's principal executive offices)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><P ALIGN="CENTER">_____________________</P></B>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=635 DIR="LTR">
<TR><TD WIDTH="34%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">MARK G. OTTS, ESQ.</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">THEODORE H. BUNTING, JR.</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">JOHN T. HOOD, ESQ.</B></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Senior Counsel - </B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Senior Vice President and </B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Partner</B></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Corporate and Securities</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Chief Accounting Officer</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Entergy Services, Inc.</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Entergy Mississippi, Inc.</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Morgan, Lewis &amp; Bockius LLP</B></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">639 Loyola Avenue</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">639 Loyola Avenue</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">101 Park Avenue</B></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">New Orleans, Louisiana 70113</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">New Orleans, Louisiana 70113</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">New York, New York 10178</B></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">(504) 576-5228</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">(504) 576-2517</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">(212) 309-6281</B></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="CENTER">(Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service)</P>
</FONT><B><P ALIGN="CENTER">_____________________</P>
</B><P ALIGN="JUSTIFY">Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement.</P>
<B><P ALIGN="CENTER">_____________________</P>
</B><P ALIGN="JUSTIFY">If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]</P>
<P ALIGN="JUSTIFY">If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [<B>X</B>]</P>
<P ALIGN="JUSTIFY">If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]</P>
<P ALIGN="JUSTIFY">If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]</P>
<P ALIGN="JUSTIFY">If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [<B>  </B>]</P>
<P ALIGN="JUSTIFY">If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [  ]</P>
<P ALIGN="JUSTIFY">Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of &quot;large accelerated filer,&quot; &quot;accelerated filer,&quot; and &quot;smaller reporting company&quot; in Rule 12b-2 of the Exchange Act.</P>
<FONT SIZE=2><P>(Check one):</P>
<P>    Large accelerated filer[   ]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp    Accelerated filer[   ]</P>
<P>    Non-accelerated filer[<B>X</B>]  (Do not check if a smaller reporting company)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Smaller reporting company[   ]</P>
</FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=643 DIR="LTR">
<TR><TD VALIGN="MIDDLE" COLSPAN=3>
<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE </B></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE">
<B><P ALIGN="CENTER">Title of each class of<BR>
securities to be registered</B></TD>
<TD WIDTH="31%" VALIGN="MIDDLE">
<B><P ALIGN="CENTER">Proposed maximum aggregate offering price</B><FONT SIZE=2>*</FONT></TD>
<TD WIDTH="39%" VALIGN="MIDDLE">
<B><P ALIGN="CENTER"><BR>
Amount of registration fee</B><FONT SIZE=2>*</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE">
<P>First Mortgage Bonds</TD>
<TD WIDTH="31%" VALIGN="MIDDLE">
<P ALIGN="CENTER">$350,000,000</TD>
<TD WIDTH="39%" VALIGN="MIDDLE">
<P ALIGN="CENTER">$0<SUP>(1)</SUP></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P>* Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).</P>
<P ALIGN="JUSTIFY">(1) Prior to the filing of this registration statement, $300,000,000 aggregate principal amount of securities remained registered and unsold pursuant to Registration Statement No. 333-132658, which was initially filed by Entergy Mississippi, Inc. on March 23, 2006. The registration fee of $32,100 associated with such unsold securities has been offset against the registration fee of $19,530 associated with the securities to be registered and such unsold securities are hereby deregistered.</P>
</FONT><B><P ALIGN="CENTER">_______________________________</P>
<P ALIGN="JUSTIFY">The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. </P>
</B><I><P>&nbsp;</P>

<P>The information in this prospectus is not complete and may be changed.&nbsp;
We may not sell these first mortgage bonds until the registration statement
filed with the Securities and Exchange Commission is effective.&nbsp; This
prospectus is not an offer to sell these first mortgage bonds and it is not
solicating an offer to buy these first mortgage bonds in any state where the
offer or sale is not permitted.</P>

<P>&nbsp;</P>

<P><U><B>PROSPECTUS</P>

</B></U><P ALIGN="CENTER">Subject to completion<br>
Dated           , 2009</P>
</I><B><FONT SIZE=4><P ALIGN="CENTER"><BR>
$350,000,000</P>
</FONT><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">FIRST MORTGAGE BONDS</P>
<P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.<BR>
308 East Pearl Street <br>
Jackson, Mississippi 39201<BR>
(601) 368-5000</P>
<FONT SIZE=3><DIR>
<DIR>
<DIR>

<P>We -</P></DIR>
</DIR>
</DIR>


<UL><DIR>
<DIR>


<UL>
</B><P ALIGN="JUSTIFY"><LI>may periodically offer our first mortgage bonds in one or more series; and</LI><LI>will determine the price and other terms of each series of first mortgage bonds when sold, including whether any series will be subject to redemption prior to maturity.</LI></P></UL>
</DIR>
</DIR>
</UL>

<B><DIR>
<DIR>
<DIR>

<P>The First Mortgage Bonds - </P></DIR>
</DIR>
</DIR>


<UL><DIR>
<DIR>


<UL>
</B><P ALIGN="JUSTIFY"><LI>will be secured by a mortgage that constitutes a first mortgage lien on substantially all of our property; and</LI><LI>will not be listed on a national securities exchange unless otherwise indicated in the accompanying prospectus supplement.</LI></P></UL>
</DIR>
</DIR>
</UL>

<B><DIR>
<DIR>
<DIR>

<P>You -</P></DIR>
</DIR>
</DIR>


<UL><DIR>
<DIR>


<UL>
</B><P ALIGN="JUSTIFY"><LI>will receive interest payments in the amounts and on the dates specified in an accompanying prospectus supplement.</LI></P></UL>
</DIR>
</DIR>
</UL>

<B><P ALIGN="CENTER"></P>
</B><I><P ALIGN="JUSTIFY">This prospectus may be used to offer and sell series of first mortgage bonds only if accompanied by the prospectus supplement for that series. We will provide the specific information for those offerings and the specific terms of these first mortgage bonds, including their offering prices, interest rates and maturities, in supplements to this prospectus. The supplements may also add, update or change the information in this prospectus. You should read this prospectus and any supplements carefully before you invest.</P>
</I><B><P ALIGN="CENTER">_________________</P>
</FONT><I><P ALIGN="JUSTIFY">Investing in the first mortgage bonds offered by this prospectus involves risks. See &quot;Risk Factors&quot; on page 2.</P>
</I><FONT SIZE=3><P ALIGN="CENTER">_________________</P>
<I><P ALIGN="JUSTIFY">Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. </P>
</I><P ALIGN="CENTER">__________________</P>
<I><P ALIGN="JUSTIFY">We may offer the first mortgage bonds directly or through underwriters, agents or dealers. Each prospectus supplement will provide the terms of the plan of distribution for the related series of first mortgage bonds.</P>
</I><P ALIGN="CENTER">The date of this prospectus is                      , 2009.</P>
</FONT><P ALIGN="CENTER"><A NAME="_Toc35745441"></P>
<P ALIGN="CENTER">RISK FACTORS</A></P>
</B><P ALIGN="JUSTIFY">Investing in the first mortgage bonds involves certain risks. In considering whether to purchase the first mortgage bonds being offered by this prospectus (the &quot;New Bonds&quot;), you should carefully consider the information we have included or incorporated by reference in this prospectus. In particular, you should carefully consider the information under the heading &quot;Risk Factors&quot; as well as the factors listed under the heading &quot;Forward-Looking Information,&quot; in each case, contained in our annual report on Form 10-K for the year ended December 31, 2008 and our quarterly report on Form 10-Q for the quarter ended March, 31, 2009, which are each incorporated by reference in this prospectus.</P>
<B><P ALIGN="CENTER">ABOUT THIS PROSPECTUS</P>
</B><P ALIGN="JUSTIFY">This prospectus is part of a registration statement that we filed with the United States Securities and Exchange Commission (the &quot;SEC&quot;), utilizing a &quot;shelf&quot; registration process. Under this shelf process, we may sell the New Bonds described in this prospectus in one or more offerings up to a total dollar amount of $350 million. This prospectus provides a general description of the New Bonds being offered. Each time we sell a series of New Bonds we will provide a prospectus supplement containing specific information about the terms of that series of New Bonds and the related offering. Any prospectus supplement may also add, update or change information contained in this prospectus.  If there is any inconsistency between the information in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. It is important for you to consider the information contained in this prospectus and the related prospectus supplement t
ogether with the additional information referenced under the heading &quot;Where You Can Find More Information&quot; in making your investment decision.</P>
<B><P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.</P>
</B><P ALIGN="JUSTIFY"><A NAME="_Toc35745444">We are an electric public utility company providing service to customers in the State of Mississippi since 1923. Our principal executive offices are located at 308 East Pearl Street, Jackson, Mississippi 39201. Our telephone number is 1-601-368-5000. We currently serve approximately 432,000 customers in the State of Mississippi.</P>
<P ALIGN="JUSTIFY">We are owned by Entergy Corporation. The other major public utilities owned, directly or indirectly, by Entergy Corporation are Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy New Orleans, Inc. and Entergy Texas, Inc. Entergy Corporation also owns all of the common stock of System Energy Resources, Inc., the principal asset of which is its interest in the Grand Gulf Electric Generating Station (&quot;Grand Gulf&quot;) and Entergy Operations, Inc., a nuclear management services company.</P>
<P ALIGN="JUSTIFY">Capacity and energy from Grand Gulf are allocated among Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy New Orleans, Inc. and us under a unit power sales agreement. Our allocated share of Grand Gulf's capacity and energy together with related costs is 33%. Payments we make under the unit power sales agreement are generally recovered through rates set by the Mississippi Public Service Commission, which regulates our electric service, rates and charges. We are also subject to regulation by the Federal Energy Regulatory Commission.</P>
<P ALIGN="JUSTIFY">Together with Entergy Arkansas, Inc., Entergy Louisiana Properties, LLC, and Entergy New Orleans, Inc., we own all of the capital stock of System Fuels, Inc. System Fuels, Inc. is a special purpose company that implements and maintains programs for the purchase, delivery and storage of fuel supplies for Entergy Corporation's utility subsidiaries.</P>
<P ALIGN="JUSTIFY">The information above is only a summary and is not complete. You should read the incorporated documents listed under the heading &quot;Where You Can Find More Information&quot; for more specific information concerning our business and affairs, including significant contingencies, significant factors and known trends, our general capital requirements, our financing plans and capabilities, and pending legal and regulatory proceedings, including the status of industry restructuring in our service areas. </P>
<B><P ALIGN="CENTER">WHERE YOU CAN FIND MORE INFORMATION</A></P>
</B><P ALIGN="JUSTIFY">We have filed a registration statement on Form S-3 with the SEC, under the Securities Act of 1933 (the &quot;Securities Act&quot;). This prospectus is part of the registration statement, but the registration statement also contains or incorporates by reference additional information and exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;), and therefore, we will be required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings are available to the public on the Internet at the SEC's website located at <B><I>http://www.sec.gov</B></I>. You may read and copy any document that we file with the SEC at the SEC's public reference room located at:</P>
<P>100 F Street, N.E.<BR>
Room 1580<BR>
Washington, D.C. 20549-1004.</P>
<P ALIGN="JUSTIFY">Call the SEC at 1-800-732-0330 for more information about the public reference room and how to request documents.</P>
<P ALIGN="JUSTIFY">The SEC allows us to &quot;incorporate by reference&quot; the information filed by us with the SEC, which means we can refer you to important information without restating it in this prospectus. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement to which this prospectus relates and prior to the effectiveness of the registration statement, along with any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the offerings contemplated by this prospectus are completed or terminated:</P><DIR>

<P>1.&#9;our annual report on Form 10-K for the year ended December 31, 2008 (the &quot;Annual Report on Form 10-K&quot;); and</P>
<P>2.&#9;our quarterly report on Form 10-Q for the quarter ended March 31, 2009.</P></DIR>

<P ALIGN="JUSTIFY">You may access a copy of any or all of these filings, free of charge, at our website, which is located at <B><I>http:// www.entergy.com</B></I>,<I> </I>or by writing or calling us at the following address:</P>
<P>Ms. Dawn A. Abuso<BR>
Assistant Secretary<BR>
Entergy Mississippi, Inc.<BR>
639 Loyola Avenue<BR>
New Orleans, Louisiana 70113<BR>
(504) 576-6755</P>
<P ALIGN="JUSTIFY">You may also direct your requests via e-mail to dabuso@entergy.com. We do not intend our Internet address to be an active link or to otherwise incorporate the contents of the website into this prospectus or any accompanying prospectus supplement.</P>
<P ALIGN="JUSTIFY"><A NAME="_Toc35745445">You should rely only on the information incorporated by reference or provided in this prospectus or any accompanying prospectus supplement. We have not, nor have any underwriters, dealers or agents, authorized anyone else to provide you with different information about us or the New Bonds. We are not, nor are any underwriters, dealers or agents, making an offer of the New Bonds in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any accompanying prospectus supplement is accurate as of any date other than the date on the front of those documents or that the documents incorporated by reference in this prospectus or any accompanying prospectus supplement are accurate as of any date other than the date those documents were filed with the SEC. Our business, financial condition, results of operations and prospects may have changed since these dates.</P>
<B><P ALIGN="CENTER">RATIO OF EARNINGS TO FIXED CHARGES</A></P>
</B><P ALIGN="JUSTIFY">We have calculated ratios of earnings to fixed charges pursuant to Item 503 of Regulation S-K of the SEC as follows: </P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111" height="78">
<TR>
  <TD WIDTH="607" VALIGN="TOP" style="border-top-style: none; border-top-width: medium; border-bottom-style: solid; border-bottom-width: 1" height="16" colspan="7">
<p align="center"><FONT SIZE=2>
<B>Twelve Months Ended</B></FONT></TD>
</TR>
<TR>
  <TD WIDTH="83" VALIGN="TOP" style="border-bottom-style: solid; border-bottom-width: 1" height="16">
<FONT SIZE=2>
<B>
<P ALIGN="CENTER">March 31,</B></FONT></TD>
  <TD WIDTH="15" VALIGN="TOP" height="16">
  </TD>
<TD WIDTH="509" VALIGN="TOP" COLSPAN=5 style="border-bottom-style: solid; border-bottom-width: 1" height="16">
<FONT SIZE=2>
<B>
<P ALIGN="CENTER">December 31,</B></FONT></TD>
</TR>
<TR>
  <TD WIDTH="83" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1" height="20">
<FONT SIZE=2>
<B><P ALIGN="CENTER">2009</B></FONT></TD>
  <TD WIDTH="15" VALIGN="TOP" height="19">
&nbsp;</TD>
<TD WIDTH="97" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1" height="20">
<FONT SIZE=2>
<B><P ALIGN="CENTER">2008</B></FONT></TD>
<TD WIDTH="101" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1" height="20">
<FONT SIZE=2>
<B><P ALIGN="CENTER">2007</B></FONT></TD>
<TD WIDTH="96" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1" height="20">
<FONT SIZE=2>
<B><P ALIGN="CENTER">2006</B></FONT></TD>
<TD WIDTH="103" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1" height="20">
<FONT SIZE=2>
<B><P ALIGN="CENTER">2005</B></FONT></TD>
<TD WIDTH="100" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1" height="20">
<FONT SIZE=2>
<B><P ALIGN="CENTER">2004</B></FONT></TD>
</TR>
<TR><TD WIDTH="83" VALIGN="TOP" height="19">
<p ALIGN="CENTER">
<FONT SIZE=2>2.92</FONT></TD>
  <TD WIDTH="15" VALIGN="TOP" height="19">
&nbsp;</TD>
<TD WIDTH="97" VALIGN="TOP" height="19">
<FONT SIZE=2><P ALIGN="CENTER">2.92</FONT></TD>
<TD WIDTH="101" VALIGN="TOP" height="19">
<FONT SIZE=2><P ALIGN="CENTER">3.22</FONT></TD>
<TD WIDTH="96" VALIGN="TOP" height="19">
<p ALIGN="CENTER">
<FONT SIZE=2>2.54</FONT></TD>
<TD WIDTH="103" VALIGN="TOP" height="19">
<FONT SIZE=2><P ALIGN="CENTER">3.16</FONT></TD>
<TD WIDTH="100" VALIGN="TOP" height="19">
<FONT SIZE=2><P ALIGN="CENTER">3.41</FONT></TD>
</TR>
</TABLE>
  </center>
</div>
</P>

<P ALIGN="JUSTIFY">&quot;Earnings&quot; represent the aggregate of (1) income before the cumulative effect of an accounting change, (2) taxes based on income, (3) investment tax credit adjustments-net and (4) fixed charges. &quot;Fixed Charges&quot; include interest (whether expensed or capitalized), related amortization and estimated interest applicable to rentals <A NAME="_Toc35745446">charged to operating expenses. We accrue interest expense related to unrecognized tax benefits in income tax expense and do not include it in fixed charges.</P>
<B><P ALIGN="CENTER">USE OF PROCEEDS</A></P>
</B><P ALIGN="JUSTIFY">The net proceeds from the offering of the New Bonds will be used either (a) to repurchase or redeem one or more series of our outstanding securities on their stated due dates or in some cases prior to their stated due dates or (b) for other general corporate purposes. The specific purposes for the proceeds of a particular series of New Bonds or the specific securities, if any, to be acquired or redeemed with the proceeds of a particular series of New Bonds will be described in the prospectus supplement relating to that series.</P>
<B><P ALIGN="CENTER"><A NAME="_Toc35745447">DESCRIPTION OF THE NEW BONDS</A></P>
<I><P>General</P>
</B></I><P ALIGN="JUSTIFY">We will issue the New Bonds offered by this prospectus from time to time in one or more series under one or more separate supplemental indentures to the Mortgage and Deed of Trust dated as of February 1, 1988, with The Bank of New York Mellon, successor corporate trustee, and Stephen J. Giurlando, successor co-trustee, together referred to in this prospectus as &quot;trustees.&quot; This Mortgage and Deed of Trust, as amended and supplemented, is referred to in this prospectus as the &quot;mortgage.&quot; All first mortgage bonds issued or to be issued under the mortgage, including the New Bonds offered by this prospectus, are referred to herein as &quot;bonds.&quot;</P>
<P ALIGN="JUSTIFY">The statements in this prospectus and any accompanying prospectus supplement concerning the New Bonds and the mortgage are not comprehensive and are subject to the detailed provisions of the mortgage. The mortgage and a form of supplemental indenture are filed as exhibits to the registration statement of which this prospectus forms a part. You should read these documents for provisions that may be important to you. The mortgage has been qualified under the Trust Indenture Act of 1939. You should refer to the Trust Indenture Act of 1939 for provisions that apply to the New Bonds. Wherever particular provisions or defined terms in the mortgage are referred to under this heading &quot;Description of the New Bonds,&quot; those provisions or defined terms are incorporated by reference in this prospectus.</P>
<B><I><P>Terms of Specific Series of the New Bonds</P>
</B></I><P ALIGN="JUSTIFY">The prospectus supplement relating to each series of New Bonds offered by this prospectus will include a description of the specific terms relating to the offering of that series. These terms will include any of the following terms that apply to that series:</P>
<OL>
<OL>

<P ALIGN="JUSTIFY"><LI>the designation, or name, of the series of New Bonds;</LI></P>
<P ALIGN="JUSTIFY"><LI>the aggregate principal amount of the series;</LI></P>
<P ALIGN="JUSTIFY"><LI>the offering price of the series;</LI></P>
<P ALIGN="JUSTIFY"><LI>the date on which the series will mature;</LI></P>
<P ALIGN="JUSTIFY"><LI>the rate or method for determining the rate at which the series will bear interest;</LI></P>
<P ALIGN="JUSTIFY"><LI>the date from which interest on the series accrues;</LI></P>
<P ALIGN="JUSTIFY"><LI>the dates on which interest on the series will be payable;</LI></P>
<P ALIGN="JUSTIFY"><LI>the prices and the other terms and conditions, if any, upon which we may redeem the series prior to maturity;</LI></P>
<P ALIGN="JUSTIFY"><LI>the applicability of the dividend covenant described below to the series;</LI></P>
<P ALIGN="JUSTIFY"><LI>the terms of an insurance policy, if any, that will be provided for the payment of the principal of and/or interest on the series;</LI></P>
<P ALIGN="JUSTIFY"><LI>the rights, if any, of a holder to elect repayment; and </LI></P>
<P ALIGN="JUSTIFY"><LI>any other terms of the series not inconsistent with the provisions of the mortgage.</LI></P></OL>
</OL>

<P ALIGN="JUSTIFY">As of March 31, 2009, we had approximately $650 million principal amount of bonds outstanding.</P>
<B><I><P>Payment</P>
</B></I><P ALIGN="JUSTIFY">The New Bonds and interest thereon will be paid in any coin or currency of the United States of America that at the time of payment is legal tender at the corporate trust office of the corporate trustee in the Borough of Manhattan, City and State of New York. See &quot;-Book-Entry Only Securities&quot; for additional information relating to payment on the New Bonds.</P>
<B><I><P>Redemption and Retirement</P>
</B></I><P ALIGN="JUSTIFY">The prospectus supplement for a particular series of New Bonds offered by this prospectus will contain the prices and other terms and conditions, if any, for redemption of that series prior to maturity.</P>
<B><I><P>Form and Exchange</P>
</B></I><P ALIGN="JUSTIFY">The New Bonds will be fully-registered bonds without coupons. See &quot;-Book-Entry Only Securities.&quot; The New Bonds will be exchangeable for other New Bonds of the same series in equal aggregate principal amounts.</P>
<B><I><P>Security</P>
</B></I><P ALIGN="JUSTIFY">The New Bonds, together with all other bonds outstanding now or in the future under the mortgage, will be secured by the mortgage. In the opinion of our counsel, the mortgage constitutes a first mortgage lien on substantially all of our property subject to bankruptcy law and: </P>
<OL>

<P ALIGN="JUSTIFY"><LI>minor defects and encumbrances customarily found in similar properties that do not materially impair the use of the property in the conduct of our business; </LI></P>
<P ALIGN="JUSTIFY"><LI>other liens, defects and encumbrances, if any, existing or placed thereon at the time of our acquisition of the property; and </LI></P>
<P ALIGN="JUSTIFY"><LI>excepted encumbrances.</LI></P></OL>

<P ALIGN="JUSTIFY">The mortgage does not create a lien on the following &quot;excepted property&quot;:</P>
<OL>

<P ALIGN="JUSTIFY"><LI>cash and securities; </LI></P>
<P ALIGN="JUSTIFY"><LI>all merchandise, equipment, apparatus, materials and supplies held for sale or other disposition in the usual course of business or consumable during use; </LI></P>
<P ALIGN="JUSTIFY"><LI>automobiles, vehicles and aircraft, timber, minerals, mineral rights and royalties; and </LI></P>
<P ALIGN="JUSTIFY"><LI>receivables, contracts, leases and operating agreements. </LI></P></OL>

<P ALIGN="JUSTIFY">The mortgage contains provisions that impose the lien of the mortgage on property that we acquire after the date of the mortgage, other than the excepted property, subject to pre-existing liens. However, if we consolidate or merge with, or sell substantially all of our assets to, another corporation, the lien created by the mortgage will generally not cover the property of the successor company, other than the property it acquires from us and improvements, replacements and additions to that property. </P>
<P ALIGN="JUSTIFY">The mortgage also provides that the trustees have a lien on the mortgaged property to ensure the payment of their reasonable compensation, expenses and disbursements and for indemnity against certain liabilities. This lien takes priority over the lien securing the New Bonds.</P>
<B><I><P>Issuance of Additional Bonds</P>
</B></I><P ALIGN="JUSTIFY">There is no limit to the amount of bonds that we can issue under the mortgage. Bonds of any series may be issued from time to time on the following bases: </P>
<OL>

<P ALIGN="JUSTIFY"><LI>70% of property additions after adjustments to offset retirements; </LI></P>
<P ALIGN="JUSTIFY"><LI>retirements of first mortgage bonds; or </LI></P>
<P ALIGN="JUSTIFY"><LI>deposit of cash with the trustees. </LI></P></OL>

<P ALIGN="JUSTIFY">Property additions generally include, among other things, electric, gas, steam or hot water property acquired after December 31, 1987. Securities, automobiles, vehicles or aircraft, or property used principally for the production or gathering of natural gas, are not included as property additions. Deposited cash may be withdrawn upon the bases stated in clause (1) or (2) above.</P>
<P ALIGN="JUSTIFY">As of March 31, 2009, we could have issued approximately $671 million of additional bonds on the basis of net property additions and approximately $285 million on the basis of retired bond credits.</P>
<P ALIGN="JUSTIFY">With certain exceptions in the case of clause (2) above, the issuance of bonds must meet an &quot;earnings&quot; test. The adjusted net earnings, before income taxes, for 12 consecutive months of the preceding 18 months, must be at least twice the annual interest requirements on all bonds outstanding at the time, including the additional bonds to be issued, plus all indebtedness, if any, of prior rank. In general, interest on variable interest rate bonds, if any, is calculated using the average rate in effect during such 12-month period.</P>
<P ALIGN="JUSTIFY">The mortgage contains restrictions on the issuance of bonds against property subject to liens.</P>
<P ALIGN="JUSTIFY">Other than the security afforded by the lien of the mortgage and restrictions on the issuance of additional bonds described above, there are no provisions of the mortgage that grant the holders of the bonds protection in the event of a highly leveraged transaction involving us. </P>
<B><I><P>Release and Substitution of Property</P>
</B></I><P ALIGN="JUSTIFY">We may release property from the lien of the mortgage, without applying an earnings test, on the following bases:</P>
<OL>

<P ALIGN="JUSTIFY"><LI>the deposit of cash or, to a limited extent, purchase money mortgages; </LI></P>
<P ALIGN="JUSTIFY"><LI>property additions, after adjustments in certain cases to offset retirements and after making adjustments for certain prior lien bonds, if any, outstanding against property additions; and </LI></P>
<P ALIGN="JUSTIFY"><LI>a waiver of the right to issue bonds.</LI></P></OL>

<P ALIGN="JUSTIFY">We can withdraw cash upon the bases stated in clauses (2) and/or (3) above. Property we owned on December 31, 1987 may be released on the basis of its depreciated book value while all other property may be released on the basis of its cost, as defined in the mortgage.</P>
<P ALIGN="JUSTIFY">We may release unfunded property if after such release at least one dollar in unfunded property remains subject to the lien of the mortgage.</P>
<B><I><P>Dividend Covenant</P>
</B></I><P ALIGN="JUSTIFY">The terms of outstanding series of our bonds include our covenant to restrict our payment of cash dividends on our common stock in certain circumstances.&nbsp;Any dividend covenant applicable to a series of New Bonds issued and sold under this prospectus will be described in the prospectus supplement relating to that series of New Bonds.&nbsp;There is no assurance that the terms of future dividend covenants, if any,&nbsp;will be the same as those applicable to our outstanding bonds.</P>
<B><I><P>Modification</P>
</B></I><P ALIGN="JUSTIFY">Your rights as a bondholder may be modified with the consent of the holders of a majority in aggregate principal amount of the bonds, or, if less than all series of bonds are adversely affected, with the consent of the holders of a majority in aggregate principal amount of the bonds adversely affected. In general, no modification is effective against any bondholder without that bondholder's consent if it: </P>
<OL>

<P ALIGN="JUSTIFY"><LI>affects the terms of payment of principal, premium, if any, or interest; </LI></P>
<P ALIGN="JUSTIFY"><LI>affects the lien of the mortgage; or </LI></P>
<P ALIGN="JUSTIFY"><LI>reduces the percentage required for modification.</LI></P></OL>

<B><I><P>Defaults and Notices Thereof </P>
</B></I><P ALIGN="JUSTIFY">Defaults under the mortgage include: </P>
<OL>

<P ALIGN="JUSTIFY"><LI>default in the payment of principal; </LI></P>
<P ALIGN="JUSTIFY"><LI>default for 30 days in the payment of interest; </LI></P>
<P ALIGN="JUSTIFY"><LI>certain events of bankruptcy, insolvency or reorganization; </LI></P>
<P ALIGN="JUSTIFY"><LI>defaults under a supplemental indenture; and </LI></P>
<P ALIGN="JUSTIFY"><LI>default in other covenants for 90 days after notice (unless we have in good faith commenced efforts to perform the covenant). </LI></P></OL>

<P ALIGN="JUSTIFY">The trustees may withhold notice of default, except in payment of principal, interest or funds for purchase or redemption of bonds, if they in good faith determine it is in the interests of the holders of bonds.</P>
<P ALIGN="JUSTIFY">The corporate trustee or the holders of 25% of the bonds may declare the principal and interest due and payable on default. However, a majority of the holders may annul such declaration if the default has been cured. No holder of bonds may enforce the lien of the mortgage without giving the trustees written notice of a default and unless </P>
<OL>

<P ALIGN="JUSTIFY"><LI>the holders of 25% of the bonds have requested the trustees in writing to act, offered them reasonable opportunity to act and indemnity satisfactory to them against the costs, expenses and liabilities to be incurred thereby; and </LI></P>
<P ALIGN="JUSTIFY"><LI>the trustees shall have failed to act within 60 days of such request. </LI></P></OL>

<P ALIGN="JUSTIFY">The holders of a majority in aggregate principal amount of the bonds may direct the time, method and place of conducting any proceedings for any remedy available to the trustees or exercising any trust or power conferred on the trustees. The trustees are not required to risk their funds or incur personal liability if there is reasonable ground for believing that repayment is not reasonably assured.</P>
<B><I><P>Evidence to be Furnished to the Corporate Trustee</P>
</B></I><P ALIGN="JUSTIFY">Compliance with the mortgage provisions is evidenced by written statements of our officers or persons we select or pay. In certain cases, opinions of counsel and certifications of an engineer, accountant, appraiser or other expert (who in some cases must be independent) must be furnished. We must give the corporate trustee an annual certificate as to whether or not we have fulfilled our obligations under the mortgage throughout the preceding year.</P>
<B><I><P>Satisfaction and Discharge of Mortgage</P>
</B></I><P ALIGN="JUSTIFY">After we provide for the payment of all of the bonds (including the New Bonds offered by this prospectus) and after paying all other sums due under the mortgage, the mortgage may be satisfied and discharged. The bonds will be deemed to have been paid when money or Eligible Obligations (as defined below) sufficient to pay the bonds (in the opinion of an independent accountant in the case of Eligible Obligations) at maturity or upon redemption have been irrevocably set apart or deposited with the corporate trustee, provided that the corporate trustee shall have received an opinion of counsel to the effect that the setting apart or deposit does not require registration under the Investment Company Act of 1940, does not violate any applicable laws and does not result in a taxable event with respect to the holders of the bonds prior to the time of their right to receive payment. &quot;Eligible Obligations&quot; means obligations of the United States of America that do not permit the red
emption thereof at the issuer's option. </P>
<B><I><P>Book-Entry Only Securities </P>
</B></I><P ALIGN="JUSTIFY">The New Bonds will be issued in book-entry only form and will be represented by one or more registered global securities that will be deposited with, or on behalf of, The Depository Trust Company (&quot;DTC&quot;) (or another depository which may replace DTC as depository for the book-entry New Bonds) and registered in the name of the depository or a nominee of the depository. The following is based solely on information furnished by DTC:</P>
<P ALIGN="JUSTIFY">Unless otherwise specified in the applicable prospectus supplement, DTC, New York, NY, will act as securities depository for the New Bonds. The New Bonds will be issued as fully-registered securities registered in the name of Cede &amp; Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered New Bond certificate will be issued for each issue of the New Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC or its custodian.</P>
<P ALIGN="JUSTIFY">DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a &quot;banking organization&quot; within the meaning of the New York Banking Law, a member of the Federal Reserve System, a &quot;clearing corporation&quot; within the meaning of the New York Uniform Commercial Code, and a &quot;clearing agency&quot; registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants (&quot;Direct Participants&quot;) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical
 movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &amp; Clearing Corporation (&quot;DTCC&quot;). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTC is owned by the users of its regulated subsidiaries. Access to the DTCC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (&quot;Indirect Participants&quot;). DTC has Standard &amp; Poor's highest rating: AAA. The DTC rules applicable to its Direct and Indirect Participants are on file with the SEC. More information about DTC can be foun
d at <I>www.dtcc.com</I> and <I>www.dtc.org</I>.</P>
<P ALIGN="JUSTIFY">Purchases of New Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the New Bonds on DTC's records. The ownership interest of each actual purchaser of each New Bond (&quot;Beneficial Owner&quot;) is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the New Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in New Bonds, except in the event that use of the book-entry 
system for the New Bonds is discontinued.</P>
<P ALIGN="JUSTIFY">To facilitate subsequent transfers, all New Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede &amp; Co., or such other name as may be requested by an authorized representative of DTC. The deposit of New Bonds with DTC and their registration in the name of Cede &amp; Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the New Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such New Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.</P>
<P ALIGN="JUSTIFY">Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the first mortgage bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the first mortgage bonds, such as redemptions, tenders, defaults, and proposed amendments to the mortgage. For example, Beneficial Owners of first mortgage bonds may wish to ascertain that the nominee holding the first mortgage bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the trustee and request that copies of notices be provided directly to them.</P>
<P ALIGN="JUSTIFY">Redemption notices shall be sent to DTC. If less than all the first mortgage bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.</P>
<P ALIGN="JUSTIFY">Neither DTC nor Cede &amp; Co. (nor any other DTC nominee) will consent or vote with respect to New Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede &amp; Co.'s consenting or voting rights to those Direct Participants to whose accounts New Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).</P>
<P ALIGN="JUSTIFY">Redemption proceeds, principal payments, interest payments, and any premium payments on the New Bonds will be made to Cede &amp; Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from us or the trustee on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in &quot;street name,&quot; and will be the responsibility of such Participant and not of DTC or its nominee, the trustee, any underwriters or dealers or agents, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal payments, interest payments, and any premium
 payments on the New Bonds to Cede &amp; Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of either the trustee or us, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.</P>
<P ALIGN="JUSTIFY">DTC may discontinue providing its services as depository with respect to the New Bonds at any time by giving reasonable notice to the trustee or us. Under such circumstances, in the event that a successor depository is not obtained, certificates representing the New Bonds are required to be printed and delivered.</P>
<P ALIGN="JUSTIFY">We may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, certificates representing the New Bonds will be printed and delivered to DTC.</P>
<P ALIGN="JUSTIFY">Except as provided in the applicable prospectus supplement, a Beneficial Owner will not be entitled to receive physical delivery of the New Bonds. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the New Bonds.</P>
<B><P ALIGN="CENTER"><A NAME="_Toc35745448">PLAN OF DISTRIBUTION</A></P>
<I><P>Methods and Terms of Sale</P>
</B></I><P ALIGN="JUSTIFY">We may use a variety of methods to sell the New Bonds including: </P>
<OL>

<P ALIGN="JUSTIFY"><LI>through one or more underwriters or dealers;</LI></P>
<P ALIGN="JUSTIFY"><LI>directly to one or more purchasers;</LI></P>
<P ALIGN="JUSTIFY"><LI>through one or more agents; or</LI></P>
<P ALIGN="JUSTIFY"><LI>through a combination of any such methods of sale.</LI></P></OL>

<P ALIGN="JUSTIFY">The prospectus supplement relating to a particular series of the New Bonds will set forth the terms of the offering of the New Bonds, including: </P>
<OL>

<P ALIGN="JUSTIFY"><LI>the name or names of any underwriters, dealers or agents and any syndicate of underwriters;</LI></P>
<P ALIGN="JUSTIFY"><LI>the initial public offering price;</LI></P>
<P ALIGN="JUSTIFY"><LI>any underwriting discounts and other items constituting underwriters' compensation;</LI></P>
<P ALIGN="JUSTIFY"><LI>the proceeds we receive from that sale; and</LI></P>
<P ALIGN="JUSTIFY"><LI>any discounts or concessions allowed or reallowed or paid by any underwriters to dealers.</LI></P></OL>

<B><I><P>Underwriters </P>
</B></I><P ALIGN="JUSTIFY">If we sell the New Bonds through underwriters, they will acquire the New Bonds for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The underwriters for a particular underwritten offering of New Bonds will be named in the applicable prospectus supplement and, if an underwriting syndicate is used, the managing underwriter or underwriters will be named on the cover page of the applicable prospectus supplement. In connection with the sale of New Bonds, the underwriters may receive compensation from us or from purchasers in the form of discounts, concessions or commissions. The obligations of the underwriters to purchase New Bonds will be subject to certain conditions. The underwriters will be obligated to purchase all of the New Bonds of a particular series if any are purchased. However, the underwriters may purchase less than all
 of the New Bonds of a particular series should certain circumstances involving a default of one or more underwriters occur.</P>
<P ALIGN="JUSTIFY">The initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers by any underwriters may be changed from time to time.</P>
<B><I><P>Stabilizing Transactions</P>
</B></I><P ALIGN="JUSTIFY">Underwriters may engage in stabilizing transactions and syndicate covering transactions in accordance with Rule 104 under the Exchange Act. Stabilizing transactions permit bids to purchase the underlying New Bond so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the New Bonds in the open market after the distribution has been completed in order to cover syndicate short positions. These stabilizing transactions and syndicate covering transactions may cause the price of the New Bonds to be higher than it would otherwise be if such transactions had not occurred.</P>
<B><I><P>Agents</P>
</B></I><P ALIGN="JUSTIFY">If we sell the New Bonds through agents, the applicable prospectus supplement will set forth the name of any agent involved in the offer or sale of the New Bonds as well as any commissions we will pay to them. Unless otherwise indicated in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. </P>
<B><I><P>Related Transactions</P>
</B></I><P ALIGN="JUSTIFY">Underwriters, dealers and agents (or their affiliates) may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of business.</P>
<B><I><P>Indemnification</P>
</B></I><P ALIGN="JUSTIFY">We will agree to indemnify any underwriters, dealers, agents or purchasers and their controlling persons against certain civil liabilities, including liabilities under the Securities Act.</P>
<B><I><P>Listing</P>
</B></I><P ALIGN="JUSTIFY">Unless otherwise specified in the applicable prospectus supplement, the New Bonds will not be listed on a national securities exchange or the Nasdaq Stock Market. No assurance can be given that any broker-dealer will make a market in any series of the New Bonds and, in any event, no assurance can be given as to the liquidity of the trading market for any of the New Bonds.</P>
<B><P ALIGN="CENTER"><A NAME="_Toc35745450">EXPERTS</A></P>
</B><P ALIGN="JUSTIFY">The financial statements, and the related financial statement schedule, incorporated in this Prospectus by reference from Entergy Mississippi, Inc.'s Annual Report on Form 10-K, and the effectiveness of Entergy Mississippi, Inc.'s internal control over financial reporting have been audited by Deloitte &amp; Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.</P>
<B><P ALIGN="CENTER">LEGALITY</P>
</B><P ALIGN="JUSTIFY">The legality of the New Bonds will be passed upon for us by Morgan, Lewis &amp; Bockius LLP, New York, New York, and Wise Carter Child &amp; Caraway, Professional Association, Jackson, Mississippi. Certain legal matters with respect to the offering of the New Bonds will be passed upon for the underwriters by Pillsbury Winthrop Shaw Pittman LLP, New&nbsp;York, New&nbsp;York. Pillsbury Winthrop Shaw Pittman LLP regularly represents us and our affiliates in connection with various matters. Morgan, Lewis &amp; Bockius LLP and Pillsbury Winthrop Shaw Pittman LLP may rely on the opinion of Wise Carter Child &amp; Caraway, Professional Association, as to matters of Mississippi law relevant to their opinions. Matters pertaining to New York law will be passed upon by Morgan, Lewis &amp; Bockius LLP, our New York counsel. All legal matters pertaining to our organization, franchises, titles to property and the lien of the mortgage will be passed upon only by Wise Carter Child &amp; Caraway, Profe
ssional Association. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The statements in this prospectus as to matters of law and legal conclusions made under &quot;Description of the New Bonds&nbsp;- Security,&quot; have been reviewed by Wise Carter Child &amp; Caraway, Professional Association, and are set forth herein in reliance upon the opinion of said counsel, and upon their authority as experts. </P>
<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION NOT REQUIRED IN PROSPECTUS</P>
<P>Item 14. Other Expenses of Issuance and Distribution.</P></B>
<P ALIGN="CENTER"><CENTER>
<TABLE BORDER="0" CELLSPACING=0 CELLPADDING=2 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="400" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP" style="border-bottom-style: solid; border-bottom-width: 1">
<P ALIGN="CENTER"><BR>
Initial<BR>
Sale</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP" style="border-bottom-style: solid; border-bottom-width: 1">
<P ALIGN="CENTER">Each<BR>
Additional<BR>
Sale</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>Filing Fees-Securities and Exchange Commission:</TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1">
<P>&nbsp;</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>*Rating Agencies' fees </TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP">
<P ALIGN="RIGHT">$440,000</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP">
<P ALIGN="RIGHT">$115,000</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>*Trustees' fees </TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP">
<P ALIGN="RIGHT">10,000</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP">
<P ALIGN="RIGHT">10,000</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>*Fees of Company's Counsel:</TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>&nbsp;&nbsp;&nbsp; Morgan, Lewis &amp; Bockius LLP </TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP">
<P ALIGN="RIGHT">60,000</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP">
<P ALIGN="RIGHT">50,000</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>    Wise Carter Child &amp; Caraway, Professional Association</TD>
<TD WIDTH="22" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP">
<P ALIGN="RIGHT">25,000</TD>
<TD WIDTH="24" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP">
<P ALIGN="RIGHT">20,000</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>*Fees of Entergy Services, Inc. </TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP">
<P ALIGN="RIGHT">35,000</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP">
<P ALIGN="RIGHT">25,000</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>*Accounting fees </TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP">
<P ALIGN="RIGHT">35,000</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP">
<P ALIGN="RIGHT">35,000</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>*Printing and engraving costs </TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP">
<P ALIGN="RIGHT">25,000</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP">
<P ALIGN="RIGHT">15,000</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>*Miscellaneous expenses (including Blue-Sky expenses) </TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP" style="border-bottom-style: solid; border-bottom-width: 1">
<P ALIGN="RIGHT">10,000</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP" style="border-bottom-style: solid; border-bottom-width: 1">
<P ALIGN="RIGHT">10,000</TD>
</TR>
<TR><TD WIDTH="400" VALIGN="TOP">
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; *Total Expenses </TD>
<TD WIDTH="22" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="75" VALIGN="TOP" style="border-bottom-style: double; border-bottom-width: 3">
<P ALIGN="RIGHT">$640,000</TD>
<TD WIDTH="24" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="78" VALIGN="TOP" style="border-bottom-style: double; border-bottom-width: 3">
<P ALIGN="RIGHT">$280,000</TD>
</TR>
</TABLE>
</CENTER></P>

<P>__________________</P>
<P>*Estimated</P>
<B><P>Item 15.<I> </I>Indemnification of Directors and Officers.</P>
</B><P ALIGN="JUSTIFY">We have insurance covering our expenditures that might arise in connection with our lawful indemnification of our directors and officers for certain of their liabilities and expenses. Our directors and officers also have insurance that insures them against certain other liabilities and expenses. The corporation laws of Mississippi permit indemnification of directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, and, under our Amended and Restated Articles of Incorporation, as amended, our officers and directors may generally be indemnified to the full extent of such laws.</P>
<B><P>Item 16. Exhibits.</P>
</B><P ALIGN="JUSTIFY">See the Exhibit Index at the end of this registration statement.</P>
<B><P>Item 17. Undertakings.</P>
</B><P ALIGN="JUSTIFY">The undersigned registrant hereby undertakes:</P>
<P ALIGN="JUSTIFY">(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:</P>
<P ALIGN="JUSTIFY">(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</P>
<P ALIGN="JUSTIFY">(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the &quot;SEC&quot;) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot; table in the effective registration statement; and</P>
<P ALIGN="JUSTIFY">(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; </P>
<I><P ALIGN="JUSTIFY">provided, however,</I> that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.</P>
<P ALIGN="JUSTIFY">(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>
<P ALIGN="JUSTIFY">(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>
<P ALIGN="JUSTIFY">(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:</P>
<P ALIGN="JUSTIFY">(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and</P>
<P ALIGN="JUSTIFY">(ii) Each prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415 (a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof. <I>Provid
ed, however</I>, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.</P>
<P ALIGN="JUSTIFY">(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:</P>
<OL TYPE="i">
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424; </LI></P>
<P ALIGN="JUSTIFY"><LI>any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant; </LI></P>
<P ALIGN="JUSTIFY"><LI>the portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and</LI></P>
<P ALIGN="JUSTIFY"><LI>any other communication that is an offer in the offering made by the registrant to the purchaser.</LI></P></OL>
</OL>

<P ALIGN="JUSTIFY">(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>
<P ALIGN="JUSTIFY">(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against p
ublic policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.</P>
<P ALIGN="JUSTIFY">(8) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.</P>
<P ALIGN="JUSTIFY">(9) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans, State of Louisiana, on May 12, 2009.</P>
<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=336 DIR="LTR">
<TR><TD VALIGN="TOP" COLSPAN=2>
<P>ENTERGY MISSISSIPPI, INC.</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</P>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="21%" VALIGN="TOP" HEIGHT=22>
<P ALIGN="RIGHT">By:</TD>
<TD WIDTH="79%" VALIGN="TOP" HEIGHT=22>
<U><P>/s/ Steven C. McNeal</U></TD>
</TR>
<TR><TD WIDTH="21%" VALIGN="TOP" HEIGHT=38><P></P></TD>
<TD WIDTH="79%" VALIGN="TOP" HEIGHT=38>
<P>Steven C. McNeal<BR>
Vice President and Treasurer</TD>
</TR>
</TABLE>
</P>

<P>&nbsp;</P>
<P ALIGN="JUSTIFY">KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Theodore H. Bunting, Jr., Steven C. McNeal, and Frank Williford, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (and any Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or sub
stitutes may lawfully do or cause to be done by virtue hereof.</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=655 DIR="LTR">
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<U><P ALIGN="CENTER">Signature</U></TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><P ALIGN="CENTER">Title</U></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<U><P ALIGN="CENTER">Date</U></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</P>
</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<U><P>/s/ Haley R. Fisackerly</U></TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>Haley R. Fisackerly</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P ALIGN="CENTER">President and <br>
Chief Executive Officer<br>
(Principal Executive Officer)</P>
  </TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P ALIGN="CENTER">May 12, 2009</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=78>
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=78>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=78>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=78>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=78>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<U><P>/s/ Theodore H. Bunting, Jr.</U></TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>Theodore H. Bunting, Jr.</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P ALIGN="CENTER">Senior Vice President and<BR>
Chief Accounting Officer <BR>
(Principal Accounting Officer and acting Principal Financial Officer)</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P ALIGN="CENTER">May 12, 2009</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=59>
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=59>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=59>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=59>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=59>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<U><P>/s/ Leo P. Denault</U></TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=20>
<P>Leo P. Denault</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=20>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=20>
<P ALIGN="CENTER">Director</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=20>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=20>
<P ALIGN="CENTER">May 12, 2009</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<U><P>/s/ Mark T. Savoff</U></TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>Mark T. Savoff</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P ALIGN="CENTER">Director</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P ALIGN="CENTER">May 12, 2009</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<U><P>/s/ Gary J. Taylor</U></TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21>
<P>Gary J. Taylor</TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P ALIGN="CENTER">Director</TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21>
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<P ALIGN="CENTER">May 12, 2009</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="4%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="38%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21><P></P></TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">EXHIBIT INDEX</P></B>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638 DIR="LTR">
<TR><TD WIDTH="13%" VALIGN="TOP">
<B><U><P ALIGN="RIGHT">Number</B></U></TD>
<TD WIDTH="87%" VALIGN="TOP">
<B><U><P>Description of Exhibit</B></U>  </TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">1.01 </TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Form of Underwriting Agreement relating to the New Bonds.</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">*4.01 </TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Mortgage and Deed of Trust, dated as of February&nbsp;1, 1988, as amended by twenty-five Supplemental Indentures (A-2(a)-2 to Rule&nbsp;24 Certificate in 70-7461 (Mortgage); A-2(b)-2 in 70-7461 (First); A-5(b) to Rule&nbsp;24 Certificate in 70-7419 (Second); A-4(b) to Rule&nbsp;24 Certificate in 70-7554 (Third); A-1(b)-1 to Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to Rule&nbsp;24 Certificate dated November&nbsp;24, 1992 in 70-7914 (Fifth); A-2(e) to Rule&nbsp;24 Certificate dated January&nbsp;22, 1993 in 70-7914 (Sixth); A-2(g) to Form U-1 in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate dated November 10, 1993 in 70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (Ninth); (A-2(l) to Rule 24 Certificate dated April&nbsp;21, 1995 in 70-7914 (Tenth); A-2(a) to Rule 24 Certificate dated June 27, 1997 in 70-8719 (Eleventh); A-2(b) to Rule 24 Certificate dated April 16, 1998 in 70-8719 (Twelfth); A-2(c) to Rule 24 Certificate dated May 12, 1999 in 70-8719 (
Thirteenth); A-3(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719 (Fourteenth); A-2(d) to Rule 24 Certificate dated February 24, 2000 in 70-8719 (Fifteenth); A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth); A-2(b) to Rule 24 Certificate dated October 31, 2002 in 70-9757 (Seventeenth); A-2(c) to Rule 24 Certificate dated December 2, 2002 in 70-9757 (Eighteenth); A-2(d) to Rule 24 Certificate dated February 6, 2003 in 70-9757 (Nineteenth); A-2(e) to Rule 24 Certificate dated April 4, 2003 in 70-9757 (Twentieth); A-2(f) to Rule 24 Certificate dated June 6, 2003 in 70-9757 (Twenty-first); A-3(a) to Rule 24 Certificate dated April 8, 2004 in 70-10157 (Twenty-second); A-3(b) to Rule 24 Certificate dated April 29, 2004 in 70-10157 (Twenty-third); A-3(c) to Rule 24 Certificate dated October 4, 2004 in 70-10157 (Twenty-fourth); and A-3(d) to Rule 24 Certificate dated January 27, 2006 in 70-10157 (Twenty-fifth)).</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">4.02</TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Form of Supplemental Indenture for the New Bonds.</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">5.01 </TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Opinion of Morgan, Lewis &amp; Bockius LLP.</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">5.02</TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Opinion of Wise Carter Child &amp; Caraway, Professional Association.</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">*12.01 </TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Statement Re: Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 12(d) to the Annual Report on Form 10-K of Entergy Mississippi, Inc. for the year ended December 31, 2008 in 1-31518).</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">*12.02 </TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Statement Re: Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 12(d) to the Quarterly Report on Form 10-Q of Entergy Mississippi, Inc. for the quarter ended March 31, 2009 in 1-31518).</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">23.01</TD>
<TD WIDTH="87%" VALIGN="TOP">
<P>Consent of Deloitte &amp; Touche LLP.</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">23.02 </TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Consent of Morgan, Lewis &amp; Bockius LLP (included in Exhibit 5.01 hereto).</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">23.03</TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Consent of Wise Carter Child &amp; Caraway, Professional Association (included in Exhibit 5.02 hereto).</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">24.01</TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Powers of Attorney of certain officers and directors of Entergy Mississippi, Inc. (included on pages S-1 and S-2 hereof).</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">25.01 </TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, Corporate Trustee under the Mortgage and Deed of Trust.</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P ALIGN="RIGHT">25.02</TD>
<TD WIDTH="87%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Form T-2 Statement of Eligibility under the Trust Indenture Act of 1939 of Stephen J. Giurlando, Co-Trustee under the Mortgage and Deed of Trust.</TD>
</TR>
</TABLE>
</CENTER></P>

<P>___________________<BR>
*Incorporated by reference herein.</P></BODY>
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<B><FONT SIZE=4><P ALIGN="right">Exhibit 1.01</P>
<P ALIGN="CENTER">Entergy Mississippi, Inc.</P>
</FONT><FONT FACE="Times New Roman Bold"><P ALIGN="CENTER">$[   ],000,000<BR>
First Mortgage Bonds,<BR>
[     ]% Series due [          ], 20[  ]</P>
</FONT><U><P ALIGN="CENTER">UNDERWRITING AGREEMENT</P>
</B></U><P ALIGN="RIGHT">[          ], 20[  ]</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_C25"><A NAME="OLE_LINK12"><A NAME="OLE_LINK13">[Name(s) of Underwriters(s)]</P>
<P ALIGN="JUSTIFY">c/o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;[Name(s) of Representatives(s)]</A><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <A NAME="OLE_LINK13">[Address(es) of Representative(s)]</A></A></A></P>

<P>Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">The undersigned, Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), proposes to issue and sell to the several underwriters set forth on Schedule I attached hereto (the &quot;Underwriters,&quot; which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 11 provided), for whom [          ] and [          ] are acting as representatives (the &quot;Representatives&quot;), an aggregate of $[   ],000,000 principal amount of the Company's First Mortgage Bonds, [     ]% Series due [          ], 20[  ] (the &quot;Bonds&quot;), in accordance with the terms set forth in this Underwriting Agreement (this &quot;Underwriting Agreement&quot;).</P>
<OL>

<OL>

<U><P ALIGN="JUSTIFY"></U><LI><u>Purchase and Sale</u><P ALIGN="JUSTIFY">On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company shall issue and sell to each of the Underwriters, and each Underwriter shall purchase from the Company, at the time and place herein specified, severally and not jointly, the Bonds at [     ]% of the principal amount thereof, in the principal amount set forth opposite the name of such Underwriter on Schedule I attached hereto.</P>
<U><P ALIGN="JUSTIFY">
</U><LI><u>Description of Bonds</LI></u><U></P>
</U><P ALIGN="JUSTIFY">The Bonds shall be issued under and pursuant to the Company's Mortgage and Deed of Trust, dated as of February 1, 1988, with The Bank of New York Mellon (successor to Bank of Montreal Trust Company), as Corporate Trustee (the &quot;Corporate Trustee&quot;), and Stephen J. Giurlando (successor to Z. George Klodnicki), as Co-Trustee (the &quot;Co-Trustee&quot; and, together with the Corporate Trustee, the &quot;Trustees&quot;), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the [          ] Supplemental Indenture, dated as of [          ], 20[  ] (the &quot;Supplemental Indenture&quot;).  Said Mortgage and Deed of Trust as so amended and supplemented is hereinafter referred to as the &quot;Mortgage.&quot;  The Bonds and the Supplemental Indenture shall have the terms and provisions described in the Disclosure Package (as defined herein), provided that subsequent to the date hereof
 and prior to the Closing Date (as defined herein) the form of the Supplemental Indenture may be amended by mutual agreement between the Company and the Underwriters.  </P>
<U><P ALIGN="JUSTIFY">
</U><LI><u>Representations and Warranties of the Company</LI></u><U></P>
</U><P ALIGN="JUSTIFY">The Company represents and warrants to the several Underwriters, and covenants and agrees with the several Underwriters, that:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Mississippi and has the necessary corporate power and authority to conduct the business that it is described in the Disclosure Package as conducting and to own and operate the properties owned and operated by it in such business and is in good standing and duly qualified to conduct such business as a foreign corporation in the State of Arkansas.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company has filed with the Securities and Exchange Commission (the &quot;Commission&quot;) a registration statement on Form S-3 (File No. 333-[      ]) for the registration of $350,000,000 aggregate offering price of the Company's First Mortgage Bonds, including the Bonds, under the Securities Act of 1933 (the &quot;Securities Act&quot;) ([all] of which First Mortgage Bonds remain unsold as of the date hereof), and such registration statement[, as amended,] has become effective.  The Company qualifies for use of Form S-3 for the registration of the Bonds, and the Bonds are registered under the Securities Act.  At the time of filing such registration statement and at the date hereof, the Company was not and is not an &quot;ineligible issuer&quot; (as defined in Rule 405 under the Securities Act).  The prospectus forming a part of such registration statement, at the time such registration statement (or the most recent amendment thereto filed prior to the Applicable Time (as defined b
elow)) initially became effective, including all documents incorporated by reference therein at that time pursuant to Item&nbsp;12 of Form S-3, is hereinafter referred to as the &quot;Basic Prospectus.&quot;  In the event that (i) the Basic Prospectus shall have been amended, revised or supplemented (but excluding any amendments, revisions or supplements to the Basic Prospectus relating solely to First Mortgage Bonds of the Company other than the Bonds) prior to the Applicable Time, including without limitation by any preliminary prospectus supplement relating to the offering and sale of the Bonds that is deemed to be part of and included in such registration statement pursuant to Rule 430B(e) under the Securities Act, or (ii) the Company shall have filed documents pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;) after the time such registration statement (or the most recent amendment thereto filed prior to the Applicable Time) became effective and pri
or to the Applicable Time (but excluding documents incorporated therein by reference relating solely to First Mortgage Bonds of the Company other than the Bonds), which are incorporated or deemed to be incorporated by reference in the Basic Prospectus pursuant to Item 12 of Form S-3, the term &quot;Basic Prospectus&quot; as used herein shall also mean such prospectus as so amended, revised or supplemented and reflecting such incorporation by reference.  The various parts of such registration statement, in the form in which such parts became effective and as such parts may have been amended by all amendments thereto as of the Applicable Time (including, for these purposes, as an amendment, any document incorporated or deemed to be incorporated by reference in the Basic Prospectus), and including any information omitted from such registration statement at the time such part of such registration statement, as so amended, became effective but that is deemed to be part of such registration statement pursuant to R
ule 430B under the Securities Act, are hereinafter referred to as the &quot;Registration Statement.&quot; The Basic Prospectus as it shall be supplemented to reflect the terms of the offering and sale of the Bonds by a prospectus supplement dated the date hereof, to be filed with the Commission pursuant to Rule 424(b) under the Securities Act (&quot;Rule 424(b)&quot;), is hereinafter referred to as the &quot;Prospectus.&quot;  </LI></P>
<P ALIGN="JUSTIFY"><LI>(i)  After the Applicable Time and during the time specified in Section 6(e) hereof, the Company will not file any amendment to the Registration Statement or any supplement to the Prospectus or the Disclosure Package (except any amendment or supplement relating solely to First Mortgage Bonds of the Company other than the Bonds), and (ii) between the Applicable Time and the Closing Date, the Company will not file any document that is to be incorporated by reference in, or any supplement to, the Basic Prospectus, in either case, without prior notice to the Underwriters and to Pillsbury Winthrop Shaw Pittman LLP (&quot;Counsel for the Underwriters&quot;), or any such amendment or supplement to which the Underwriters or said Counsel shall reasonably object on legal grounds in writing.  For purposes of this Underwriting Agreement, any document that is filed with the Commission after the Applicable Time and incorporated or deemed to be incorporated by reference in the Prospectus or the Discl
osure Package (except documents incorporated by reference relating solely to First Mortgage Bonds of the Company other than the Bonds) pursuant to Item 12 of Form S-3 shall be deemed a supplement to the Prospectus or the Disclosure Package, as the case may be.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, the Mortgage, at such time, and the Basic Prospectus, when delivered to the Underwriters for their use in marketing the Bonds, fully complied, and the Prospectus, at the time it is filed with the Commission pursuant to Rule 424(b) and at the Closing Date, as it may then be amended or supplemented, will fully comply, in all material respects with the applicable provisions of the Securities Act, the Trust Indenture Act of 1939 (the &quot;Trust Indenture Act&quot;) and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith.  The documents incorporated or deemed to be incorporated by reference in the Basic Prospectus and the Prospectus pursua
nt to Item 12 of Form S-3, on the date filed with the Commission pursuant to the Exchange Act, fully complied or will fully comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith.  No documents were filed with the Commission since the Commission's close of business on the business day immediately prior to the date of this Underwriting Agreement except as set forth on Part C of Schedule II hereto or such other documents as were delivered to you prior to the date of this Underwriting Agreement.  The Registration Statement did not, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contain an untrue statement of a material fact or omit to state a material 
fact required to be stated therein or necessary to make the statements therein not misleading.  At the time that the Basic Prospectus was delivered to the Underwriters for their use in marketing the Bonds, the Basic Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  At the time the Prospectus is filed with the Commission pursuant to Rule 424(b) and at the Closing Date, the Prospectus, as it may then be amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, on said dates and at such times, the documents then incorporated or deemed to be incorporated by reference in the Basic Prospectus and the Prospectus pursuant to Item 12 of Form S-3, when ta
ken together with the Basic Prospectus and the Prospectus, or the Prospectus, as it may then be amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The foregoing representations and warranties in this paragraph (d) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus or the Prospectus, as they may be then amended or supplemented (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof), or to any statements in or omissions from the statements of eligibility of the Tr
ustees on Form T-1 and Form T-2, as they may then be amended, under the Trust Indenture Act filed as exhibits to the Registration Statement (the &quot;Statements of Eligibility&quot;).</LI></P>
<P ALIGN="JUSTIFY"><LI>The Disclosure Package, and each electronic roadshow, if any, identified in Part B of Schedule II hereto, when taken together with the Disclosure Package, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the documents then incorporated or deemed to be incorporated by reference in the Disclosure Package, when taken together with the Disclosure Package, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter specifically for u
se in connection with the preparation of the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).  For purposes hereof, (i) &quot;Disclosure Package&quot; shall mean (x) the Basic Prospectus as amended or supplemented immediately prior to [     ] p.m. New York time ([     ] p.m. Central time) on the date of this Underwriting Agreement (the time at which the Underwriters and the Company agreed upon the pricing terms set forth in the final term sheet attached as Annex A to Schedule II hereto) (the &quot;Applicable Time&quot;), (y) the Free Writing Prospectuses, if any, identified in Part A of Schedule II hereto and (z) any additional information, if any, identified in Part D of Schedule II hereto, (ii) &quot;Issuer Free Writing Prospectus&quot; shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, and (iii) &quot;Free Writing P
rospectus&quot; shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.</LI></P>
<P ALIGN="JUSTIFY"><LI>Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 6(b) hereof does not include any information that conflicts with the information contained in the Registration Statement, the Basic Prospectus or the Prospectus, including any document incorporated or deemed to be incorporated by reference therein that has not been superseded or modified.  If there occurs an event or development as a result of which the Disclosure Package<I> </I>would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented.  The foregoing two sentences do not apply to statements in or omissions from the Disclosure Package in reliance upon and in conformity with written information furnis
hed to the Company by the Underwriters on behalf of any Underwriter specifically for use in connection with the preparation of the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).</LI></P>
<P ALIGN="JUSTIFY"><LI>The issuance and sale of the Bonds and the fulfillment of the terms of this Underwriting Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, the Mortgage or any indenture or other agreement or instrument to which the Company is now a party.</LI></P>
<P ALIGN="JUSTIFY"><LI>Except as set forth in or contemplated by the Disclosure Package, the Company possesses adequate franchises, licenses, permits, and other rights to conduct its business and operations as now conducted, without any known conflicts with the rights of others which could have a material adverse effect on the Company.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company maintains (x) systems of internal controls and processes sufficient to provide reasonable assurance that (i)&nbsp;transactions are executed in accordance with management's general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii)&nbsp;access to assets is permitted only in accordance with management's general or specific authorization; and (iv)&nbsp;the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (y) disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).</LI></P></OL>

<U><P ALIGN="JUSTIFY">
</U><LI><u>Offering</LI></u><U></P>
</U><P ALIGN="JUSTIFY">The Company is advised by the Underwriters that they propose to make a public offering of their respective portions of the Bonds as soon after the effectiveness of this Underwriting Agreement as in their judgment is advisable.  The Company is further advised by the Underwriters that the Bonds will be offered to the public at the initial public offering price specified in the Prospectus plus accrued interest thereon, if any, from the Closing Date.</P>
<U><P ALIGN="JUSTIFY">
</U><LI><u>Time and Place of Closing; Delivery of the Bonds</LI></u><U></P>
</U><P ALIGN="JUSTIFY">Delivery of the Bonds and payment to the Company of the purchase price therefor by wire transfer of immediately available funds shall be made at the offices of Morgan, Lewis &amp; Bockius LLP, 101 Park Avenue, New York, New York 10178, at 10:00 A.M., New York time, on [          ], 20[  ], or at such other time on the same or such other day as shall be agreed upon by the Company and the Representatives, or as may be established in accordance with Section&nbsp;11 hereof.  The hour and date of such delivery and payment are herein called the &quot;Closing Date.&quot;</P>
<P ALIGN="JUSTIFY">The Bonds shall be delivered to the Underwriters in book-entry only form through the facilities of The Depository Trust Company in New York, New York.  The certificate for the Bonds shall be in the form of one typewritten global bond in fully registered form, in the aggregate principal amount of the Bonds, and registered in the name of Cede &amp; Co., as nominee of The Depository Trust Company.  The Company agrees to make the Bonds available to the Underwriters for checking not later than 2:30&nbsp;P.M., New York time, on the last business day preceding the Closing Date at such place as may be agreed upon between the Underwriters and the Company, or at such other time and/or date as may be agreed upon between the Underwriters and the Company.</P>
<U><P ALIGN="JUSTIFY"></U><LI><u>Covenants of the Company</u>.  The Company covenants and agrees with the several Underwriters that:</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Not later than the Closing Date, the Company will deliver to the Underwriters a conformed copy of the Registration Statement in the form that it or the most recent post-effective amendment thereto became effective, certified by an officer of the Company to be in such form.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company will prepare a final term sheet, containing solely a description of the final terms of the Bonds and the offering thereof, in a form approved by the Representatives and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company will deliver to the Underwriters as many copies of the Prospectus (and any amendments or supplements thereto) and each Issuer Free Writing Prospectus as the Underwriters may reasonably request.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company will cause the Prospectus to be filed with the Commission pursuant to and in compliance with Rule 424(b) (without reliance on Rule 424(b)(8) under the Securities Act) and will advise the Representatives promptly of the issuance of any stop order under the Securities Act with respect to the Registration Statement, any Issuer Free Writing Prospectus, the Basic Prospectus or the Prospectus or the institution of any proceedings therefor or pursuant to Section 8A of the Securities Act of which the Company shall have received notice.  The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued.</LI></P>
<P ALIGN="JUSTIFY"><LI>During such period of time as the Underwriters are required by law to deliver a prospectus (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) after this Underwriting Agreement has become effective, if any event relating to or affecting the Company, or of which the Company shall be advised by the Underwriters in writing, shall occur which in the Company's opinion should be set forth in a supplement or amendment to the Prospectus or the Disclosure Package in order to make the Prospectus or the Disclosure Package not misleading in the light of the circumstances when it is delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to a purchaser of the Bonds, the Company will amend or supplement the Prospectus or the Disclosure Package by either (i) preparing and filing with the Commission and furnishing to the Underwriters a reasonable number of copies of a sup
plement or supplements or an amendment or amendments to the Prospectus or the Disclosure Package, or (ii) making an appropriate filing pursuant to Section 13, 14 or 15(d) of the Exchange Act which will supplement or amend the Prospectus or the Disclosure Package, so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus or the Disclosure Package is delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to a purchaser, not misleading.  Unless such event relates solely to the activities of the Underwriters (in which case the Underwriters shall assume the expense of preparing any such amendment or supplement), the expenses of complying with this Section 6(e) shall be borne by the Company until the expiration of nine months from the time of effectiveness of this Underwr
iting Agreement, and such expenses shall be borne by the Underwriters thereafter.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company will make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of at least twelve months beginning after the &quot;effective date of the registration statement&quot; within the meaning of Rule 158 under the Securities Act, which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to meet the requirements of the last paragraph of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.</LI></P>
<P ALIGN="JUSTIFY"><LI>At any time within six months of the date hereof, the Company will furnish such proper information as may be lawfully required by, and will otherwise cooperate in qualifying the Bonds for offer and sale under, the blue sky laws of such jurisdictions as the Underwriters may reasonably designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by the Company to be unduly burdensome.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company will, except as herein provided, pay all fees, expenses and taxes (except transfer taxes) in connection with the offering of the Bonds, including with respect to (i) the preparation and filing of the Registration Statement and any post-effective amendments thereto, (ii) the printing, issuance and delivery of the Bonds and the preparation, execution, printing and recordation of the Supplemental Indenture or any other documents required to perfect the lien thereunder, (iii) legal counsel relating to the qualification of the Bonds under the blue sky laws of various jurisdictions in an amount not to exceed $3,500, (iv) the printing and delivery to the Underwriters of reasonable quantities of copies of the Registration Statement, any preliminary (and any supplemental) blue sky survey, the Basic Prospectus, each Issuer Free Writing Prospectus, and the Prospectus and any amendment or supplement thereto, except as otherwise provided in paragraph (e) of this Section&nbsp;6, (v) the 
rating of the Bonds by one or more nationally recognized statistical rating agencies, and (vi) filings or other notices (if any) with or to, as the case may be, the Financial Industry Regulatory Authority (&quot;FINRA&quot;) in connection with its review of the terms of the offering.  Except as provided above, the Company shall not be required to pay any expenses of the Underwriters, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of Section&nbsp;7, 8 or 12 hereof, the Company will reimburse the Underwriters for the (A) reasonable fees and expenses of Counsel for the Underwriters, whose fees and expenses the Underwriters agree to pay in any other event, and (B) reasonable out-of-pocket expenses in an aggregate amount not exceeding $15,000, incurred in contemplation of the performance of this Underwriting Agreement.  The Company shall not in&nbsp;any event be liable to the Underwriters for damages on account of loss of anticipated profits.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company will not sell any additional first mortgage bonds without the consent of the Representatives until after the earlier to occur of (i) the Closing Date and (ii) the date of the termination of the fixed price offering restrictions applicable to the Underwriters.  The Underwriters agree to notify the Company of such termination if it occurs prior to the Closing Date.</LI></P>
<P ALIGN="JUSTIFY"><LI>As soon as practicable after the Closing Date, the Company will make all recordings, registrations and filings necessary to perfect and preserve the lien of the Mortgage and the rights under the Supplemental Indenture, and the Company will use its best efforts to cause to be furnished to the Underwriters a supplemental opinion of counsel for the Company, addressed to the Underwriters, stating that all such recordings, registrations and filings have been made.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act, other than the final term sheet prepared and filed pursuant to Section 6(b) hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses identified in Parts A and B of Schedule II hereto and any electronic road show identified in Part B of Schedule II hereto.  Any such Free Writing Prospect
us consented to by the Representatives or the Company is hereinafter referred to as a &quot;Permitted Free Writing Prospectus.&quot;  The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, if applicable, in respect of timely filing with the Commission, legending and record keeping.</LI></P></OL>

<U><P ALIGN="JUSTIFY">
</U><LI><u>Conditions of the Underwriters' Obligations</LI></u><U></P>
</U><P ALIGN="JUSTIFY">The obligations of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy on the date hereof and on the Closing Date of the representations and warranties made herein on the part of the Company and of any certificates furnished by the Company on the Closing Date and to the following conditions:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New York time, on the second business day following the date of this Underwriting Agreement, or such other time and date as may be agreed upon by the Company and the Underwriters; and the final term sheet contemplated by Section 6(b) hereof and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 under the Securities Act.</LI></P>
<P ALIGN="JUSTIFY"><LI>No stop order suspending the effectiveness of the Registration Statement, or preventing or suspending the use of the Basic Prospectus, any Issuer Free Writing Prospectus or the Prospectus, shall be in effect at or prior to the Closing Date; no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Bonds shall be pending before, or, to the knowledge of the Company or the Underwriters, threatened by, the Commission on the Closing Date; and the Underwriters shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that, as of the Closing Date, no such stop order has been or is in effect and that no proceedings for such purposes are pending before or, to the knowledge of the Company, threatened by the Commission.</LI></P>
<P ALIGN="JUSTIFY"><LI>At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the <A NAME="_DV_M221"></A>Bonds, one or more orders of the <A NAME="_DV_M222"></A>Federal Energy Regulatory Commission <A NAME="_DV_C174">(the &quot;FERC&quot;) under the Federal Power Act<A NAME="_DV_M223"></A></A> authorizing the issuance and sale of the <A NAME="_DV_M224"></A>Bonds<A NAME="_DV_M225"></A> on the terms set forth in, or contemplated by, this Underwriting Agreement.</LI></P>
<P ALIGN="JUSTIFY"><LI>At the Closing Date, the Underwriters shall have received from Mark G. Otts, Esq.<A NAME="_DV_M227"><A NAME="_DV_C179"></A>, Senior Counsel-Corporate</A> and Securities of Entergy Services, Inc., Wise Carter Child &amp; Caraway, Professional Association, Friday, Eldredge &amp; Clark, LLP, and Morgan, Lewis &amp; Bockius LLP, opinions, dated the Closing Date, substantially in the forms set forth in Exhibits A, B, C and D hereto, respectively, (i)&nbsp;with such changes therein as may be agreed upon by the Company and the Underwriters with the approval of Counsel for the Underwriters, and (ii) if the Disclosure Package or the Prospectus shall be supplemented after being furnished to the Underwriters for use in offering the Bonds, prior to the Closing Date, with changes therein to reflect such supplementation.</LI></P>
<P ALIGN="JUSTIFY"><LI>At the Closing Date, the Underwriters shall have received from Counsel for the Underwriters an opinion, dated the Closing Date, substantially in the form set forth in Exhibit E hereto, with such changes therein as may be necessary to reflect any supplementation of the Disclosure Package or the Prospectus prior to the Closing Date.</LI></P>
<P ALIGN="JUSTIFY"><LI>On or prior to the date this Underwriting Agreement became effective, the Underwriters shall have received from Deloitte &amp; Touche LLP, the Company's independent registered public accountants (the &quot;Accountants&quot;), a letter dated the date hereof and addressed to the Underwriters to the effect that (i) they are independent registered public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and financial statement schedules audited by them and included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (iii) on the basis of performing the procedures specified by the American Institute of Certified 
Public Accountants for a review of interim financial information as described in SAS No. 100, <U>Interim Financial Information</U>, on the latest unaudited financial statements, if any, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, if any, other committees thereof specified therein and the stockholder of the Company, since December 31, 2008 to a specified date not more than five days prior to the date of such letter, and inquiries of officers of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in suc
h letter and, accordingly, that the Accountants make no representations as to the sufficiency of such procedures for the purposes of the Underwriters), nothing has come to their attention which caused them to believe that, to the extent applicable, (A) the unaudited financial statements of the Company (if any) included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations thereunder; (B) any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles; (C)&nbsp;at the date of the latest available balance sheet read by the Accountants and at a subsequent specified date not more than five days prior to the date of the letter, there was any increase in long-term debt of the Company, or decreas
e in its net current assets or stockholders' equity, in each case as compared with amounts shown in the most recent balance sheet incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, except in all instances for increases or decreases which the Registration Statement, the Disclosure Package or the Prospectus discloses have occurred or may occur, for declarations of dividends, for the amortization of premium or discount on long-term debt, for any increases in long-term debt in respect of previously issued pollution control, solid waste disposal or industrial development revenue bonds, or for increases or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (D) for the period from the closing date of the most recent income statement incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus to the closing date of the latest available income statement read by the Accountants, there
 were any decreases, as compared to the corresponding period in the preceding year, in the Company's operating revenues, operating income or net income, except in all instances for decreases that the Registration Statement, the Disclosure Package or the Prospectus discloses have occurred or may occur or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (iv) stating that they have compared specific dollar amounts, percentages of revenues and earnings and other financial information pertaining to the Company (x) set forth in the Registration Statement, the Disclosure Package and the Prospectus, and (y) set forth in documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act as specified in Exhibit F hereto, in each case, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with th
e results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in such letter, and found them to be in agreement.</LI></P>
<P ALIGN="JUSTIFY"><LI>At the Closing Date, the Underwriters shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that (i) as of the Closing Date, the representations and warranties of the Company contained herein are true and correct, (ii) the Company has performed and complied with all agreements and conditions in this Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date and (iii) since the most recent date as of which information is given in the Prospectus, as it may then be amended or supplemented, there has not been any material adverse change in the business, property or financial condition of the Company and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business, in each case other than as referred to in, or contemplated by, the Prospectus, as it may then b
e amended or supplemented.</LI></P>
<P ALIGN="JUSTIFY"><LI>At the Closing Date, the Underwriters shall have received duly executed counterparts of the Supplemental Indenture.</LI></P>
<P ALIGN="JUSTIFY"><LI>At the Closing Date, the Underwriters shall have received from the Accountants a letter, dated the Closing Date, confirming, as of a date not more than five days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 7(f) hereof.</LI></P>
<P ALIGN="JUSTIFY"><LI>Between the date hereof and the Closing Date, no default (or an event which, with the giving of notice or the passage of time or both, would constitute a default) under the Mortgage shall have occurred.</LI></P>
<P ALIGN="JUSTIFY"><LI>On or prior to the Closing Date, the Underwriters shall have received from the Company evidence reasonably satisfactory to the Underwriters that the Bonds have received ratings of at least [     ] from Moody's Investors Service, Inc. and at least [     ] from Standard &amp; Poor's Ratings Services.</LI></P>
<P ALIGN="JUSTIFY"><LI>Between the date hereof and the Closing Date, neither Moody's Investors Service, Inc. nor Standard &amp; Poor's Ratings Services shall have lowered its rating of any of the Company's outstanding first mortgage bonds in any respect.</LI></P>
<P ALIGN="JUSTIFY"><LI>Between the date hereof and the Closing Date, no event shall have occurred with respect to or otherwise affecting the Company, which, in the reasonable opinion of the Representatives, materially impairs the investment quality of the Bonds.</LI></P>
<P ALIGN="JUSTIFY"><LI>All legal matters in connection with the issuance and sale of the Bonds shall be satisfactory in form and substance to Counsel for the Underwriters.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company shall furnish the Underwriters with additional conformed copies of such opinions, certificates, letters and documents as may be reasonably requested.</LI></P></OL>

<P ALIGN="JUSTIFY">If any of the conditions specified in this Section 7 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Representatives at any time on or prior to the Closing Date upon notice thereof to the Company.  Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (h) of Section 6 and in Section 10 hereof.</P>
<U><P ALIGN="JUSTIFY">
</U><LI><u>Conditions of the Company's Obligations</LI></u><U></P>
</U><P ALIGN="JUSTIFY">The obligations of the Company hereunder shall be subject to the following conditions:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus shall be in effect at or prior to the Closing Date, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Bonds shall be pending before, or threatened by, the Commission on the Closing Date.</LI></P>
<P ALIGN="JUSTIFY"><LI>At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds, one or more orders of the FERC under the Federal Power Act authorizing the issuance and sale of the Bonds on the terms set forth in, or contemplated by, this Underwriting Agreement.</LI></P></OL>

<P ALIGN="JUSTIFY">In case any of the conditions specified in this Section 8 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company at any time on or prior to the Closing Date upon notice thereof to the Representatives.  Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (h) of Section 6 and in Section 10 hereof.</P>
<U><P ALIGN="JUSTIFY"></U><LI><u>Indemnification</u>.<u></LI></u></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Company shall indemnify, defend and hold harmless each Underwriter and each person who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which each Underwriter or any or all of them may become subject under the Securities Act or any other statute or common law and shall reimburse each Underwriter and any such controlling person for any legal or other expenses (including to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alle
ged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, the Prospectus, or any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 6(b) hereof, as each may be amended or supplemented, or in the Disclosure Package, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this paragraph shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in re
liance upon and in conformity with information furnished herein or in writing to the Company by such Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus, the Prospectus, or any Issuer Free Writing Prospectus or any amendment or supplement to any thereof, or the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof), or arising out of, or based upon, statements in or omissions from the Statements of Eligibility; and provided further, that the indemnity agreement contained in this Section 9(a) shall not inure to the benefit of any Underwriter, or to the benefit of any person controlling such Underwriter, on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of the Bonds to any person in respect of the Basic Prospectus or any Issuer Free Writing Prospectus,
 each as may be then supplemented or amended, furnished by such Underwriter to a person to whom any of the Bonds were sold (excluding in all cases, however, any document then incorporated by reference therein), insofar as such indemnity relates to any untrue or misleading statement or omission made in such Basic Prospectus or Issuer Free Writing Prospectus, if a copy of a supplement or amendment to such Basic Prospectus, or Issuer Free Writing Prospectus (excluding in all cases, however, any document then incorporated by reference therein) (i) is furnished on a timely basis by the Company to the Underwriter, (ii) is required to have been conveyed to such person by or on behalf of such Underwriter, at or prior to the entry into the contract of sale of the Bonds with such person, but was not so conveyed (which conveyance may be oral (if permitted by law) or written) by or on behalf of such Underwriter and (iii) would have cured the defect giving rise to such loss, claim, damage, liability, expense or action.</
LI></P>
<P ALIGN="JUSTIFY"><LI>Each Underwriter shall severally, but not jointly, indemnify, defend and hold harmless the Company, its directors and officers and each person who controls the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and shall reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any action, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alleg
ed omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or in the Disclosure Package or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, if, but only if, such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by such Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto or in the Disclosure Package.  The Company acknowledges that the stat
ements set forth in (i) the last paragraph of the cover page of the Prospectus regarding delivery of the Bonds and (ii) the [          ] paragraph, [          ] paragraph and [          ] paragraph under the caption &quot;Underwriting&quot; in the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus and the Disclosure Package.</LI></P>
<P ALIGN="JUSTIFY"><LI>In case any action shall be brought, based upon the Registration Statement, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus or the Disclosure Package, against any party in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such party (hereinafter called the indemnified party) shall promptly notify the party or parties against whom indemnity shall be sought hereunder (hereinafter called the indemnifying party) in writing, and the indemnifying party shall have the right to participate at its own expense in the defense of any such action or, if it so elects, to assume (in conjunction with any other indemnifying party) the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses.  If the indemnifying party shall elect not to assume the defense of any such action, the indemnifying party shall reimburse the indemnified party for the reasonab
le fees and expenses of any counsel retained by such indemnified party.  Such indemnified party shall have the right to employ separate counsel in any such action in which the defense has been assumed by the indemnifying party and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel has been specifically authorized by the indemnifying party or (ii) the named parties to any such action (including any impleaded parties) include each of such indemnified party and the indemnifying party and such indemnified party shall have been advised by such counsel that a conflict of interest between the indemnifying party and such indemnified party may arise and for this reason it is not desirable for the same counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substan
tially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such indemnified party (plus any local counsel retained by such indemnified party in its reasonable judgment)).  The indemnified party shall be reimbursed for all such fees and expenses as they are incurred.  The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if any such action is settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respe
ct of which any indemnified party is or could have been a party and indemnity has or could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.</LI></P>
<P ALIGN="JUSTIFY"><LI>If the indemnification provided for under subsections (a) or (b) in this Section 9 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Bonds or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant eq
uitable considerations.  The relative benefits received by the Company on the one hand and by the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (after deducting underwriting discounts and commissions but before deducting expenses) to the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus.  The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by any of the Underwriters and such parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.</LI></P></OL>

<P ALIGN="JUSTIFY">The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwrite
r has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the&nbsp;Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters' obligations to contribute pursuant to this Section 9(d) are several in proportion to their respective underwriting obligations and not joint.</P>
<U><P ALIGN="JUSTIFY">
</U><LI><u>Survival of Certain Representations and Obligations</LI></u><U></P>
</U><P ALIGN="JUSTIFY">Any other provision of this Underwriting Agreement to the contrary notwithstanding, (a) the indemnity and contribution agreements contained in Section&nbsp;9 of, and the representations and warranties and other agreements of the Company contained in, this Underwriting Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or by or on behalf of the Company or its directors or officers, or any person referred to in Section 9 hereof and (ii) acceptance of and&nbsp;payment for the Bonds, and (b) the indemnity and contribution agreements contained in Section&nbsp;9 shall remain operative and in full force and effect regardless of any termination of this Underwriting Agreement.</P>
<U><P ALIGN="JUSTIFY">
</U><LI><u>Default of Underwriters</LI></u><U></P>
</U><P ALIGN="JUSTIFY">If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Bonds that such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Bonds, the other Underwriters shall be obligated to purchase the Bonds that such defaulting Underwriter agreed but failed or refused to purchase; provided that in no event shall the principal amount of Bonds that such Underwriter has agreed to purchase pursuant to Schedule I hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of Bonds without written consent of such Underwriter.  If such Underwriter shall fail or refuse to purchase Bonds and the aggre
gate principal amount of Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of FINRA (or, if not members of FINRA, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with FINRA's Conduct Rules), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portio
n thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a).  In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine.  In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement.  In the absence of such election by the Company, this Underwriting Agreement will, unless otherwise agreed by the Company and the non-defaulting Underwriters, te
rminate without liability on the part of any non-defaulting party except as otherwise provided in paragraph (h) of Section 6 and in Section 10 hereof.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement.</P>
<U><P ALIGN="JUSTIFY">
</U><LI><u>Termination</LI></u><U></P>
</U><P ALIGN="JUSTIFY">This Underwriting Agreement shall be subject to termination by written notice from the Representatives to the Company, if (a) after the execution and delivery of this Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearing services in the United States shall have occurred, (iv)&nbsp;there shall have occurred any material outbreak or escalation of hostilities or any calamity or crisis that, in the judgment of 
the Representatives, is material and adverse, or (v) any material adverse change in financial, political or economic conditions in the United States or elsewhere shall have occurred and (b) in the case of any of the events specified in clauses (a)(i) through (v), such event singly or together with any other such event makes it, in the reasonable judgment of the Representatives, impracticable to market the Bonds.  This Underwriting Agreement shall also be subject to termination, upon notice by the Representatives as provided above, if, in the judgment of the Representatives, the subject matter of any amendment or supplement (prepared by the Company) to the Disclosure Package or the Prospectus (except for information relating solely to the manner of public offering of the Bonds or to the activity of the Underwriters or to the terms of any First Mortgage Bonds of the Company other than the Bonds) filed or issued after the Applicable Time by the Company shall have materially impaired the marketability of the Bon
ds.  Any termination hereof, pursuant to this Section 12, shall be without liability of any party to any other party, except as otherwise provided in paragraph (h) of Section 6 and in Section 10 hereof.</P>
<U><P ALIGN="JUSTIFY">
</U><LI><u>Miscellaneous</LI></u><U></P>
</U><P ALIGN="JUSTIFY">THE RIGHTS AND DUTIES OF THE PARTIES TO THIS UNDERWRITING AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  This Underwriting Agreement shall become effective when a fully executed copy hereof is delivered to the Representatives by the Company.  This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement.  This Underwriting Agreement shall inure to the benefit of the Company and each of the Underwriters and, with respect to the provisions of Section&nbsp;9 hereof, each director, officer and other person referred to in Section&nbsp;9 hereof, and the respective successors of each.  Should any part of this Unde
rwriting Agreement for any reason be declared invalid, such declaration shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Underwriting Agreement had been executed with the invalid portion thereof eliminated.  Nothing herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of any provision in this Underwriting Agreement.  The term &quot;successor&quot; as used in this Underwriting Agreement shall not include any purchaser, as such, of any Bonds from the Underwriters.</P>
<U><P ALIGN="JUSTIFY">
</U><LI><u>Notices</u></LI><U></P>
</U><P ALIGN="JUSTIFY">All <A NAME="OLE_LINK8"><A NAME="OLE_LINK9">communications hereunder shall be in writing and, if to the Underwriters, shall be mailed or delivered to <A NAME="_DV_C295">the Representatives at the addresses<A NAME="_DV_M448"></A></A> set forth at the beginning of this Underwriting Agreement<A NAME="_DV_C296">,<A NAME="_DV_M449"></A></A> to the attention of<A NAME="_DV_C298"> <A NAME="_DV_C302"></A>[          ] (fax: [          ]) in the case of [          ], and to the attention of [          ] (fax: [          ]) in the case of [          ],</A> <A NAME="_DV_M453"></A>or, if to the Company, shall be mailed or delivered to it at 308 East Pearl Street, Jackson, Mississippi 39201, Attention: Treasurer, or, if to Entergy Services, Inc., shall be mailed or delivered to it at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer.</A></A></P>
<U><P ALIGN="JUSTIFY"></U><LI><u>No Fiduciary Duty</u>.  The Company hereby acknowledges that (a) the Underwriters are acting as principals and not as agents or fiduciaries of the Company and (b) its engagement of the Underwriters in connection with the issuance of the Bonds is as independent contractors and not in any other capacity.  Furthermore, the Company agrees that it is solely responsible for making its own judgment in connection with the issuance of the Bonds (irrespective of whether the Underwriters have advised or are currently advising the Company on related or other matters).  Nothing in this Section 15 is intended to modify in any way the Underwriters' obligations expressly set forth in this Underwriting Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"></U><LI><u>Integration</u>.  This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.</LI></P></OL>
</OL>


<P ALIGN="CENTER">[<I>Signature page follows</I>]</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>Very truly yours,</P>

<FONT SIZE=4><P>Entergy Mississippi, Inc.</P><DIR>

</FONT><P>By:  ________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Name: <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Title: </P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">Accepted as of the date first above written:</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_C327">[Name(s) of Underwriters(s)]</A></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P>By:<A NAME="_DV_C329"> </A> [<FONT SIZE=4>Name of Representative]</FONT></P>
<P><FONT SIZE=4><br>
</FONT>By:  ____________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Name: <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Title:</P>
<DIR>

<P>&nbsp;</P></DIR>

<P><A NAME="_DV_C333">By:</A>  [<FONT SIZE=4>Name of Representative]</FONT></P>

<P><FONT SIZE=4><br>
</FONT>By:  ____________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;
Name: <BR>
&nbsp;&nbsp;&nbsp;&nbsp;
Title:</P>
<DIR>

<P>&nbsp;</P>
<P>&nbsp;</P></DIR>

<U><P ALIGN="RIGHT">SCHEDULE I</P>
</U><B><FONT FACE="Times New Roman Bold" SIZE=4><FONT FACE="Times New Roman Bold" SIZE=4><P ALIGN="CENTER">Entergy Mississippi, Inc.</P>
<P ALIGN="CENTER"></P>
</FONT></FONT><P ALIGN="CENTER">$[   ],000,000 First Mortgage Bonds,<BR>
[     ]% Series due [          ], 20[  ]</P>
<P ALIGN="CENTER"></P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=4 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="56%" VALIGN="BOTTOM" HEIGHT=55>
<U><P ALIGN="CENTER">Name of Underwriters</U></TD>
<TD WIDTH="44%" VALIGN="BOTTOM" HEIGHT=55>
<U><P>Principal Amount of Bonds</U></TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="BOTTOM">
<P>[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp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
<TD WIDTH="44%" VALIGN="BOTTOM" align="right">
<P><A NAME="_DV_C354">$&#9;</A>[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]</TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="BOTTOM">
<P>[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="44%" VALIGN="BOTTOM" align="right">
<P><A NAME="_DV_C362"> [&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
]</A></TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="BOTTOM">
<P>[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="44%" VALIGN="BOTTOM" align="right">
<P> [&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]</TD>
</TR>
<tr>
  <TD WIDTH="56%" VALIGN="BOTTOM">
<P>[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;</TD>
<TD WIDTH="44%" VALIGN="BOTTOM" align="right" style="border-bottom-style: none; border-bottom-width: medium">
<P> [&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]</TD>
</tr>
<TR>
  <TD WIDTH="56%" VALIGN="BOTTOM" style="border-right-style: none; border-right-width: medium">
<P>[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp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
<TD WIDTH="44%" VALIGN="BOTTOM" align="right" style="border-left-style: none; border-left-width: medium; border-right-style: none; border-right-width: medium; border-top-style: none; border-top-width: medium; border-bottom-style: solid; border-bottom-width: 1">
<P> [&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]</TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="BOTTOM">
<P ALIGN="CENTER">TOTAL</TD>
<TD WIDTH="44%" VALIGN="BOTTOM" align="right">
<div style="border-bottom-style: double; border-bottom-width: 3">
  $<A NAME="_DV_C364">[   ],000,000</A></div>
</TD>
</TR>
</TABLE>

  </center>
</div>
</B>

<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
</B><U><P ALIGN="RIGHT">SCHEDULE&nbsp;II</P>
<P ALIGN="JUSTIFY">Part A</U> -<U>Schedule of Free Writing Prospectuses included in the Disclosure Package</P>

<UL>

<UL>
</U><LI>Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus)</LI></UL>
</UL>

<U><P ALIGN="JUSTIFY">Part B</U> -<U>Schedule of Free Writing Prospectuses not included in the Disclosure Package</P>

<UL>

<UL>
</U><LI>[None]</LI></UL>
</UL>

<U><P ALIGN="JUSTIFY">Part C</U> -<U>Additional Documents Incorporated by Reference</P>

<UL>

<UL>
</U><LI>[None]</LI></UL>
</UL>

<U><P>Part D</U> -<U>Additional Information</P>

<UL>

<UL>
</U><LI>[None]</LI></UL>
</UL>


<P>&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="RIGHT">&nbsp;</P>
<U>
<P ALIGN="RIGHT">Annex A to Schedule II</P>
</U><B><FONT FACE="Times New Roman Bold" SIZE=4><FONT FACE="Times New Roman Bold" SIZE=4><P ALIGN="CENTER">Entergy Mississippi, Inc.</P>
<P ALIGN="CENTER"></P>
</FONT></FONT><P ALIGN="CENTER">$[   ],000,000</P>
<P ALIGN="CENTER">First Mortgage Bonds,<BR>
[     ]% Series due [          ], 20[  ]</P>
</B><U><P ALIGN="CENTER">Final Terms and Conditions</P>
</U><P ALIGN="CENTER">[          ], 20[  ]</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=706 DIR="LTR">
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Issuer: </B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>Entergy Mississippi, Inc.</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Market Type:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>First Mortgage Bonds (SEC Registered)</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" HEIGHT=19>
<B><P>Expected Ratings<SUP>(1)</SUP>:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>[     ] by Moody's Investors Service <BR>
[     ] by Standard &amp; Poor's Ratings Services</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Trade Date:</B> </TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>[          ], 20[  ]</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Settlement Date (T+[  ]):</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>[          ], 20[  ]</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Principal Amount: </B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>$[   ],000,000</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Coupon: </B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Coupon Payment Dates:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=18>
<B><P>First Payment Date:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=18><P></P></TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=18>
<P>[          ], 20[  ]</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Final Maturity:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>[          ], 20[  ]</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" HEIGHT=19>
<B><P>Call Date &amp; Terms:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>UST Benchmark:</B> </TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Spread to UST Benchmark:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Treasury Price:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Treasury Yield:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Re-offer Yield:</B> </TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<B><P>Issue Price to Public:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" HEIGHT=19>
<B><P>Joint Book-Running Managers:</B> </TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" HEIGHT=19>
<B><P>Co-Managers:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
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<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=19><P></P></TD>
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<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=20><P></P></TD>
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<TR><TD WIDTH="31%" VALIGN="MIDDLE" HEIGHT=20>
<B><P>CUSIP / ISIN:</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" HEIGHT=20>
<P>&nbsp;</TD>
<TD WIDTH="66%" VALIGN="MIDDLE" HEIGHT=20><P></P></TD>
</TR>
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</TR>
</TABLE>
</CENTER></P>

<P>______________________&nbsp;</P>
<SUP><FONT SIZE=2><P ALIGN="JUSTIFY">1</SUP>  A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.</P>
</FONT><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Alternatively, a copy of the prospectus for the offering can be obtained by calling (i) [          ]<U> </U>toll free at [          ], or (ii) [          ] toll free at [          ].</P>
<U><P ALIGN="RIGHT">EXHIBIT A</P>
</U><P ALIGN="CENTER">[Letterhead of Entergy Services, Inc.]</P>
<P ALIGN="RIGHT">[          ], 20[  ]</P>
<P ALIGN="JUSTIFY">[Name(s) of Underwriters(s)]</P>
<P ALIGN="JUSTIFY">c/o&nbsp;&nbsp;&nbsp;&nbsp; &#9;[Name(s) of Representatives(s)]<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; [Address(es) of Representative(s)]</P>

<P>Ladies and Gentlemen:</P>

<P ALIGN="JUSTIFY">I, together with Wise Carter Child &amp; Caraway, Professional Association, of Jackson, Mississippi, Morgan, Lewis &amp; Bockius LLP, of New York, New York, and Friday, Eldredge &amp; Clark, LLP of Little Rock, Arkansas, have acted as counsel for Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement, dated [          ], 20[  ] (the &quot;Underwriting Agreement&quot;), between the Company and you, of $[   ],000,000 aggregate principal amount of its First Mortgage Bonds, [     ]% Series due [          ], 20[  ] (the &quot;Bonds&quot;), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of February 1, 1988, with The Bank of New York Mellon (successor to Bank of Montreal Trust Company), as Corporate Trustee (the &quot;Corporate Trustee&quot;), and Stephen J. Giurlando (successor to Z. George Klodnicki), as Co-Trustee, as heretofore amended and supplemented by all
 indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the [          ] Supplemental Indenture, dated as of [          ], 20[  ] (the &quot;Supplemental Indenture&quot;) (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;).  This opinion is rendered to you at the request of the Company.  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">In my capacity as such counsel, I have either participated in the preparation of or have examined and am familiar with: (a) the Company's Amended and Restated Articles of Incorporation, as amended, and By-laws; (b) the Underwriting Agreement; (c)&nbsp;the Mortgage; (d) the Registration Statement, the Prospectus and the Disclosure Package; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Company and the execution and delivery by the Company of the Supplemental Indenture and the Underwriting Agreement; and (f) the proceedings before and the order or orders entered by the Federal Energy Regulatory Commission under the Federal Power Act relating to the issuance and sale of the Bonds by the Company.  I have also examined or caused to be examined such other documents and have satisfied myself as to such other matters as I have deemed necessary in order to render this opinion.  In my examination, I have assumed the genuineness o
f all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity with the originals of all documents submitted to me as copies, and the authenticity of the originals of such latter documents.</P>
<P ALIGN="JUSTIFY">In making my examination of documents and instruments executed or to be executed by persons other than the Company, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof by such person, and the due execution and delivery by or on behalf of such person of each such document and instrument.  In the case of any such other person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which such other person was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon the ability of such other person to execute, deliver
 and/or perform such other person's obligations under any such document or instrument.  I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by oral agreement, conduct or course of dealing of the parties thereto, although I have no knowledge of any facts or circumstances that could give rise to such amendment.</P>
<P ALIGN="JUSTIFY">As to questions of fact material to the opinions expressed herein, I have relied upon statements in the Registration Statement, the Prospectus and the Disclosure Package and upon certificates and representations of officers of the Company (including but not limited to those contained in the Underwriting Agreement and the Mortgage and certificates delivered at the closing of the sale of the Bonds) and appropriate public officials without independent verification of such matters except as otherwise described herein.</P>
<P ALIGN="JUSTIFY">Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, I intend to signify that no information has come to my attention or the attention of any other attorneys acting for or on behalf of the Company or any of its affiliates that have participated in the negotiation of the transactions contemplated by the Underwriting Agreement and the Mortgage, in the preparation of the Registration Statement, the Prospectus, the Disclosure Package or in the preparation of this opinion letter that would give me, or them, actual knowledge that would contradict such opinions. However, except to the extent necessary in order to give the opinions hereinafter expressed, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to knowledge of the existence or absence of such facts (except to the extent necessary in order to give the opinions hereinafter expressed)
 should be assumed.</P>
<P ALIGN="JUSTIFY">Subject to the foregoing and to the further exceptions and qualifications set forth below, I am of the opinion that:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;The Mortgage is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission.</P>
<P ALIGN="JUSTIFY">(2)&#9;Except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which I do not express an opinion, the Registration Statement, as of [the date of the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 20[  ] with the Commission] [its initial effective date], and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statements of Eligibility upon which I do not express an opinion) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed by the Company with the Commission pursuant to the Exchange Act, and incorpor
ated or deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3 (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which I do not express an opinion), such documents or portions thereof, on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement has become, and on the date hereof is, effective under the Securities Act; and, to the best of my knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.</P>
<P ALIGN="JUSTIFY">(3)&#9;One or more appropriate orders have been entered by the Federal Energy Regulatory Commission under the Federal Power Act authorizing the issuance and sale of the Bonds by the Company; to the best of my knowledge, such order or orders are in full force and effect; no further<A NAME="_DV_M529"></A> approval, authorization, consent or other order of any<A NAME="_DV_M530"></A> United States federal governmental body (other than under the Securities Act <A NAME="_DV_M531"></A>or the Trust Indenture Act, which have been duly obtained<A NAME="_DV_M532"></A>) is legally required to permit the issuance and sale of the <A NAME="_DV_C551">Bonds<A NAME="_DV_M533"></A></A> by the Company pursuant to the Underwriting Agreement; and no <A NAME="_DV_C552">further <A NAME="_DV_M534"></A></A>approval, authorization, consent or other order of any<A NAME="_DV_M535"></A> United States federal governmental body is legally required to permit the performance by the Company of its obligations with respect t
o the <A NAME="_DV_C555">Bonds<A NAME="_DV_C556"></A> or under the <A NAME="_DV_M536"></A></A>Mortgage and the <A NAME="_DV_M537"></A>Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">(4)&#9;The issuance and sale by the Company of the Bonds and the execution, delivery and performance by the Company of the Underwriting Agreement and the Mortgage will not violate any provision of any United States federal law or regulation applicable to the Company or, to the best of my knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any United States federal governmental instrumentality applicable to the Company.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, I have had discussions with certain of the officers, employees, and representatives of the Company and Entergy Services, Inc., with other counsel for the Company, and with the independent registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.  Based on my review of the Registration Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions, although I have not independently verified the accuracy, completeness or fairness of the statements included or incorporated by reference therein and take no responsibility therefor (except to the extent such statements relate to me), no facts have come to my attention that cause me to believe that <A NAME="_DV_C567">(i) <A NAME="_DV_M550"></A></A>the Registration St
atement, <A NAME="_DV_M551"><A NAME="_DV_C89"></A>as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder</A>,<B> </B>contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading<A NAME="_DV_C572">, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii)<A NAME="_DV_M552"></A></A> that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact neces
sary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  I do not express any opinion or belief as to (a) the financial statements or other financial, statistical or accounting data included or incorporated by reference in the Registration Statement<A NAME="_DV_C574">,<A NAME="_DV_M553"></A></A> the Prospectus or the Disclosure Package<A NAME="_DV_M554"></A>, (b) the <A NAME="_DV_M555"></A>Statements of Eligibility, (c) the <A NAME="_DV_M556"></A>information contained in<A NAME="_DV_C576"> </A>the Prospectus and the Disclosure Package under the caption &quot;Description of the New Bonds
- -Book-Entry Only Securities&quot; or (d) assessments of or reports on the effectiveness of internal control over financial reporting incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package.</P>
<P ALIGN="JUSTIFY">This opinion is limited to the federal laws of the United States of America. </P>
<P ALIGN="JUSTIFY">This opinion is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder, and it may not be relied upon in any manner by any other person or for any other purpose, without my prior written consent.</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>Very truly yours,</P>

<P>&nbsp;</P>
<P ALIGN="JUSTIFY"><u>
<br>
</u>Mark G. Otts, Esq.<br>
Senior Counsel-Corporate and Securities</P>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<U><P ALIGN="RIGHT"><A NAME="OLE_LINK22"><A NAME="OLE_LINK23">EXHIBIT B</P>
</A>
</U><A NAME="OLE_LINK23"><P ALIGN="CENTER">[Letterhead of Wise Carter Child &amp; Caraway, Professional Association]</P>
<P ALIGN="RIGHT">[          ], 20[  ]</P>
<P ALIGN="JUSTIFY">[Name(s) of Underwriters(s)]</P>
<P ALIGN="JUSTIFY">c/o&nbsp;&nbsp;&nbsp;&nbsp; &#9;[Name(s) of Representatives(s)]</A><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <A NAME="OLE_LINK23">[Address(es) of Representative(s)]</P>

<P>Ladies and Gentlemen:</P>

<P ALIGN="JUSTIFY">We, together with Mark G. Otts, Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Morgan, Lewis &amp; Bockius LLP, of New York, New York, and Friday, Eldredge &amp; Clark, LLP, of Little Rock, Arkansas, have acted as counsel for Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement, dated [          ], 20[  ] (the &quot;Underwriting Agreement&quot;), between the Company and you, of $[   ],000,000 aggregate principal amount of its First Mortgage Bonds, [     ]% Series due [          ], 20[  ] (the &quot;Bonds&quot;), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of February 1, 1988, with The Bank of New York Mellon (successor to Bank of Montreal Trust Company), as Corporate Trustee (the &quot;Corporate Trustee&quot;), and Stephen J. Giurlando (successor to Z. George Klodnicki), as Co-Trustee, as heretofore amended and supplemented b
y all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the [          ] Supplemental Indenture, dated as of [          ], 20[  ] (the &quot;Supplemental Indenture&quot;) (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;).  This opinion is rendered to you at the request of the Company.  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Amended and Restated Articles of Incorporation, as amended, and By-laws, (b) the Underwriting Agreement; (c)&nbsp;the Mortgage; (d) the Registration Statement and the Prospectus and (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Company and the execution and delivery by the Company of the Supplemental Indenture and the Underwriting Agreement.  We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of natural persons, the conformity with the originals of all documents submitted to us as copies and the aut
henticity of the originals of such latter documents.  We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof.</P>
<P ALIGN="JUSTIFY">In making our examination of documents and instruments executed or to be executed by persons other than the Company, we have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, that the execution, delivery and performance thereof by each such other person was duly authorized, and that each of such document and instrument was duly executed and delivered by or on behalf of such person.  In the case of any such other person that is not a natural person, we have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which such other person was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon the ability of such other person to execute, deliver and/or
 perform such other person's obligations under any such document or instrument.  We have further assumed that each of the documents, instruments, agreements, records and certificates reviewed by us for purposes of rendering the opinions expressed below has not been amended by oral agreement, conduct or course of dealing of the parties thereto, although we have no knowledge of any facts or circumstances that could give rise to such amendment.</P>
<P ALIGN="JUSTIFY">As to questions of fact material to the opinions expressed herein, we have relied upon certificates and representations of officers of the Company (including but not limited to those contained in the Underwriting Agreement and the Mortgage and certificates delivered at the closing of the sale of the Bonds) and appropriate public officials without independent verification of such matters except as otherwise described herein and upon statements in the Registration Statement and the Prospectus.</P>
<P ALIGN="JUSTIFY">Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Mississippi, has due corporate power and authority to conduct the business that it is described as conducting in the Prospectus and to own and operate the properties owned and operated by it in such business and is duly qualified to conduct such business as a foreign corporation in the State of Arkansas.</P>
<P ALIGN="JUSTIFY">(2)&#9;The Company has good and sufficient title to the properties described as owned by it in and as subject to the lien of the Mortgage (except properties released under the terms of the Mortgage), subject only to Excepted Encumbrances (as defined in the Mortgage) and to minor defects and encumbrances customarily found in properties of like size and character that do not materially impair the use of such properties by the Company.  All permanent physical properties and franchises (other than those expressly excepted in the Mortgage) acquired by the Company after the date of the Supplemental Indenture will, upon such acquisition, become subject to the lien of the Mortgage, subject, however, to such Excepted Encumbrances and to liens, if any, existing or placed thereon at the time of the acquisition thereof by the Company and except as may be limited by bankruptcy law.</P>
<P ALIGN="JUSTIFY">(3)&#9;The Mortgage constitutes a valid, direct and first mortgage lien on all of the Mortgaged and Pledged Property (as defined in the Mortgage), subject only to minor defects of the character aforesaid and Excepted Encumbrances.  The description of the Mortgaged and Pledged Property set forth in the Mortgage is adequate to constitute the Mortgage as a lien on the Mortgaged and Pledged Property.  The filing for recording of the Mortgage in the offices of the Chancery Clerks of each County in Mississippi in which the Company holds real property, and the recording of the Mortgage in the office of the Circuit Clerk of Independence County, Arkansas, which filings or recordings will be duly effected, and the filing of Uniform Commercial Code financing statements covering the personal property and fixtures described in the Mortgage as subject to the lien thereof in the offices of the Secretary of State of the State of Mississippi and the Secretary of State of the State of Arkansas, which filing
s will be duly effected, are the only recordings, filings, rerecordings and refilings required by law in order to protect and maintain the lien of the Mortgage on any of the property described therein and subject thereto.</P>
<P ALIGN="JUSTIFY">(4)&#9;The Mortgage has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company, is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) the laws of the States of Mississippi, Arkansas and Wyoming, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein, which laws do not, in our opinion, make inadequate remedies necessary for the realization of the benefits of such security, (ii) bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific 
performance or injunctive relief, and (iii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought; and is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission.</P>
<P ALIGN="JUSTIFY">(5)&#9;The Bonds have been duly authorized by all necessary corporate action on the part of the Company and are legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance or injunctive relief, and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought; and are entitled to the benefit of the security afforded by the Mortgage.</P>
<P ALIGN="JUSTIFY">(6)&#9;The statements made in the Basic Prospectus as amended and supplemented immediately prior to the Applicable Time, and the Prospectus, under the captions &quot;Description of the New Bonds&quot; and &quot;[Description of the First Mortgage Bonds],&quot; insofar as they purport to constitute summaries of the documents referred to therein, or of the benefits purported to be afforded by such documents (including, without limitation, the lien of the Mortgage), constitute accurate summaries of the terms of such documents and of such benefits in all material respects.</P>
<P ALIGN="JUSTIFY">(7)&#9;The Underwriting Agreement has been duly authorized, executed and delivered by the Company.</P>
<P ALIGN="JUSTIFY">(8)&#9;The issuance and sale by the Company of the Bonds and the execution, delivery and performance by the Company of the Underwriting Agreement and the Mortgage will not violate (a) any provision of the Company's Amended and Restated Articles of Incorporation, as amended, or By-laws, (b) any provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or security interest in (except as contemplated by the Mortgage) any of the assets of the Company pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to us (having made due inquiry with respect thereto) to which the Company is a party or which purports to be binding upon the Company or upon any of its assets, or (c) any provision of any Mississippi or Wyoming law or regulation applicable to the Company or, to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or d
ecree of any Mississippi or Wyoming governmental instrumentality applicable to the Company (except that various consents of, and filings with, governmental authorities may be required to be obtained or made, as the case may be, in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction).</P>
<P ALIGN="JUSTIFY">(9)&#9;There are no authorizations, approvals, consents or orders of any governmental authority in the States of Mississippi and Wyoming (other than in connection or compliance with the provisions of the securities or &quot;blue sky&quot; laws as to which no opinion is expressed herein) legally required for the execution, delivery and performance by the Company of the Underwriting Agreement or to permit the issuance and sale by the Company of the Bonds pursuant to the Underwriting Agreement.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">We have examined the portions of the information contained in the Registration Statement that are stated therein to have been made on our authority, and we believe such information to be correct.  We have examined the opinions of even date herewith rendered to you by Morgan, Lewis &amp; Bockius LLP and Pillsbury Winthrop Shaw Pittman LLP, and we concur in the conclusions expressed therein insofar as they involve questions of Mississippi and Wyoming law.</P>
<P ALIGN="JUSTIFY">We are members of the Mississippi Bar and, for purposes of this opinion, do not hold ourselves out as an expert on the laws of any jurisdiction other than the State of Mississippi and the United States of America.  As to all matters of Arkansas, Wyoming and New York law, we have relied, with your approval, in the case of Arkansas law, upon the opinion of even date herewith addressed to you by Friday, Eldredge &amp; Clark, LLP, in the case of Wyoming law, upon correspondence and consultation with attorneys licensed in Wyoming and, in the case of New York law, upon the opinion of even date herewith addressed to you by Morgan, Lewis &amp; Bockius LLP.</P>
<P ALIGN="JUSTIFY">The opinion set forth above is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder, and it may not be relied upon in any manner by any other person or for any other purpose without our prior written consent, except that Mark G. Otts, Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Morgan, Lewis &amp; Bockius LLP and Pillsbury Winthrop Shaw Pittman LLP may rely on this opinion as to all matters of Mississippi and Wyoming law in rendering their opinions required to be delivered under the Underwriting Agreement.</P><DIR>
<DIR>
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<P>Very truly yours,</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</DIR>
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<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WISE
CARTER CHILD &amp; CARAWAY</A><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<A NAME="OLE_LINK23">Professional Association</A></A></P>

<U><P ALIGN="RIGHT"><A NAME="OLE_LINK16"><A NAME="OLE_LINK17">EXHIBIT C</P>
</A>
</U><A NAME="OLE_LINK17"><P ALIGN="CENTER">[Letterhead of Friday, Eldredge &amp; Clark, LLP]</P>
<P ALIGN="RIGHT">[          ], 20[  ]</P>
<P ALIGN="JUSTIFY">[Name(s) of Underwriters(s)]</P>
<P ALIGN="JUSTIFY">c/o&nbsp;&nbsp;&nbsp;&nbsp; &#9;[Name(s) of Representatives(s)]</A><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <A NAME="OLE_LINK17">[Address(es) of Representative(s)]</P>

<P ALIGN="JUSTIFY">Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">We, together with Mark G. Otts, Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Morgan, Lewis &amp; Bockius LLP, of New York, New York, and Wise Carter Child &amp; Caraway, Professional Association, of Jackson, Mississippi, have acted as counsel for Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement, dated [          ], 20[  ] (the &quot;Underwriting Agreement&quot;), between the Company and you, of $[   ],000,000 aggregate principal amount of its First Mortgage Bonds, [     ] % Series due [          ], 20[  ] (the &quot;Bonds&quot;), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of February 1, 1988, with The Bank of New York Mellon (successor to Bank of Montreal Trust Company), as Corporate Trustee, and Stephen J. Giurlando (successor to Z. George Klodnicki), as Co-Trustee, as heretofore amended and supplemented by all indent
ures amendatory thereof and supplemental thereto, and as it will be further amended  and supplemented by the [          ] Supplemental Indenture, dated as of [          ], 20[  ] (the &quot;Supplemental Indenture&quot;) (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;).  We have examined such documents, records and certificates and have reviewed such questions of law as we have deemed necessary and appropriate for the purpose of this opinion.  This opinion is rendered to you at the request of the Company.  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">In order to render this opinion, we have assumed that the Company does not own any real or personal property or other facilities in the State of Arkansas, except for an undivided twenty-five percent (25%) ownership interest in the Independence Steam Electric Station at Newark, Arkansas, and that the Company does not maintain any service territory or serve any retail customers in the State of Arkansas.  We have also assumed that the issuance and sale of the Bonds have had significant contacts with the State of New York.</P>
<P ALIGN="JUSTIFY">Based upon the foregoing and subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:</P>
<P ALIGN="JUSTIFY">(1)&#9;The Company is duly qualified to conduct the business that it is described as conducting in the Prospectus as a foreign corporation and is in good standing under the laws of the State of Arkansas and holds adequate and subsisting franchises, certificates of public convenience and necessity, licenses and permits to permit it to conduct its business as presently conducted in Arkansas.</P>
<P ALIGN="JUSTIFY">(2)&#9;The courts of Arkansas will enforce any provision in the Mortgage, the Bonds and the Underwriting Agreement, stipulating that the laws of the State of New York shall govern the Mortgage, the Bonds and the Underwriting Agreement, except to the extent that the validity or perfection of the lien of the Mortgage, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York, except, with respect to enforcement of the Mortgage, as the same may be limited by the laws of the State of Arkansas affecting the remedies for the enforcement of the security provided for therein, which laws do not, in our opinion, make inadequate remedies necessary for the realization of the benefits of such security.</P>
<P ALIGN="JUSTIFY">(3)&#9;There are no authorizations, approvals, consents or orders of any governmental authority in the State of Arkansas (other than in connection or compliance with the provisions of the securities or &quot;blue sky&quot; laws as to which no opinion is expressed herein) legally required for the execution, delivery and performance by the Company of the Underwriting Agreement or to permit the issuance and sale by the Company of the Bonds pursuant to the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">(4)&#9;Substantially all physical properties located in the State of Arkansas (other than those expressly excepted) which have been or hereafter may be acquired by the Company have been or, upon such acquisition, will become subject to the lien of the Mortgage, subject, however, to Excepted Encumbrances (as defined in the Mortgage) and to liens, defects, and encumbrances, if any, existing or placed thereon at the time of the acquisition thereof by the Company and except as may be limited by bankruptcy law.</P>
<P ALIGN="JUSTIFY">(5)&#9;The Company has good and sufficient legal right, title and interest in and to the Mortgaged and Pledged Property (as defined in the Mortgage) located in the State of Arkansas free and clear of any lien or encumbrance except for the lien of the Mortgage and for Excepted Encumbrances (as defined in the Mortgage), and except for minor defects and encumbrances customarily found in physical properties of like size and character which do not, in our opinion, materially impair the use of such properties affected thereby in the conduct of the business of the Company.</P>
<P ALIGN="JUSTIFY">(6)&#9;The description of the Mortgaged and Pledged Property (as defined in the Mortgage) which is located in the State of Arkansas, as set forth in the Mortgage, is adequate to constitute a lien on such Mortgaged and Pledged Property.  The recording of the Mortgage among the land records in the office of the Circuit Clerk of Independence County, Arkansas, which recording will be duly effected, and the filing of Uniform Commercial Code financing statements covering the personal property and fixtures described in the Mortgage subject to the lien thereof in the office of the Secretary of State of the State of Arkansas, which filing will be duly effected, are the only recordings, filings, re-recordings or refilings required by Arkansas law in order to protect and maintain the lien of the Mortgage on any Arkansas property described therein and subject thereto.</P>
<P ALIGN="JUSTIFY">(7)&#9;The issuance and sale by the Company of the Bonds and the execution, delivery and performance by the Company of the Underwriting Agreement will not violate any provision of any law or regulation of the State of Arkansas applicable to the Company or, to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental instrumentality of the State of Arkansas applicable to the Company (except that various consents of, and filings with, governmental authorities may be required to be obtained or made, as the case may be, in connection or compliance with the provisions of the securities or blue sky laws of such jurisdictions, as to which we express no opinion).</P>
<P ALIGN="JUSTIFY">In connection with rendering the opinion set forth in paragraph (5) above, we have, with your consent, performed the following procedures and relied upon the following: (a) limited title searches performed by Independence County Abstract Company, Inc., covering the period from September 10, 1981 to January 19, 2006; (b) a review by Independence County Abstract Company, Inc. of the Grantor/Grantee indices of volumes in the real estate records of Independence County, Arkansas, in which transactions that would affect the Company's title to its property located in such County would be recorded; (c) a review of the Plaintiff/Defendant indices of official records of the Circuit Court and Chancery Court of Independence County, Arkansas, and of the United States District Court for the Eastern District of the State of Arkansas, in each case for civil suits currently pending therein; and (d) a certificate of the Secretary of State of the State of Arkansas reflecting the results of a search of the re
cords maintained by such official pursuant to Act 375 of the Acts of Arkansas of 1965 (the Arkansas Transmitting Utility Act).</P>
<P ALIGN="JUSTIFY">We are members of the Arkansas Bar, and we express no opinion on the laws of any jurisdiction other than the State of Arkansas.</P>
<P ALIGN="JUSTIFY">The opinion set forth above is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent, except that Mark G. Otts, Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Wise Carter Child &amp; Caraway, Professional Association, Pillsbury Winthrop Shaw Pittman LLP and Morgan, Lewis &amp; Bockius LLP may rely on this opinion as to all matters of Arkansas law in rendering their opinions required to be delivered under the Underwriting Agreement.</P><DIR>
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<P>Sincerely,</P>

<P>&nbsp;</P>
<P>FRIDAY, ELDREDGE &amp; CLARK, LLP</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
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</DIR>
</DIR>
</DIR>

</A>

<P ALIGN="JUSTIFY"></A></P>
<U><P ALIGN="RIGHT"><A NAME="OLE_LINK18"><A NAME="OLE_LINK19">EXHIBIT D</P>
</U><A NAME="OLE_LINK19"><P ALIGN="CENTER">[Letterhead of Morgan, Lewis &amp; Bockius LLP]</P>
<P ALIGN="RIGHT">[          ], 20[  ]</P>
<P ALIGN="JUSTIFY">[Name(s) of Underwriters(s)]</P>
<P ALIGN="JUSTIFY">c/o&nbsp;&nbsp;&nbsp;&nbsp; &#9;[Name(s) of Representatives(s)]</a><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <A NAME="OLE_LINK19">[Address(es) of Representative(s)]</P>

<P>Ladies and Gentlemen:</P>

<P ALIGN="JUSTIFY">We, together with Mark G. Otts, Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., Friday, Eldredge &amp; Clark, LLP, and Wise Carter Child &amp; Caraway, Professional Association, have acted as counsel for Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement, dated [          ], 20[  ] (the &quot;Underwriting Agreement&quot;), between the Company and you, of $[   ],000,000 aggregate principal amount of its First Mortgage Bonds, [     ]% Series due [          ], 20[  ] (the &quot;Bonds&quot;), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of February 1, 1988, with The Bank of New York Mellon (successor to Bank of Montreal Trust Company), as Corporate Trustee (the &quot;Corporate Trustee&quot;), and Stephen J. Giurlando (successor to Z. George Klodnicki), as Co-Trustee, as heretofore amended and supplemented by all indentures amenda
tory thereof and supplemental thereto, and as it will be further amended and supplemented by the [          ] Supplemental Indenture, dated as of [          ], 20[  ] (the &quot;Supplemental Indenture&quot;) (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;).  This opinion is being rendered to you at the request of the Company.  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles of Incorporation, as amended, and By-Laws, each as amended; (b)&nbsp;the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statement, the Prospectus and the Disclosure Package; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Company and the execution and delivery by the Company of the Supplemental Indenture and the Underwriting Agreement; and (f) the proceedings before and the order or orders entered by the Federal Energy Regulatory Commission under the Federal Power Act relating to the issuance and sale of the Bonds by the Company.  As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of officers of the Company (including but not limited to those contained in the Registration Stateme
nt, the Prospectus, the Disclosure Package, the Underwriting Agreement, the Mortgage and certificates delivered at the closing of the sale of the Bonds) and appropriate public officials without independent verification of such matters except as otherwise described herein.  We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof.</P>
<P ALIGN="JUSTIFY">Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;The Mortgage has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed and delivered by the Company, is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) the laws of the States of Mississippi, Arkansas and Wyoming, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein, (ii) bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance or injunctive relief, and (iii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court bef
ore which any proceeding therefor may be brought; and is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission.</P>
<P ALIGN="JUSTIFY">(2)&#9;The Bonds have been duly authorized by all necessary corporate action on the part of the Company and are legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance or injunctive relief, and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought; and are entitled to the benefit of the security afforded by the Mortgage.</P>
<P ALIGN="JUSTIFY">(3)&#9;The statements made in the Basic Prospectus as amended and supplemented immediately prior to the Applicable Time and the Prospectus under the captions &quot;Description of the New Bonds&quot; and &quot;[Description of the First Mortgage Bonds]&quot;, insofar as they purport to constitute summaries of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects.</P>
<P ALIGN="JUSTIFY">(4)&#9;The Underwriting Agreement has been duly authorized, executed and delivered by the Company.</P>
<P ALIGN="JUSTIFY">(5)&#9;Except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not express an opinion, the Registration Statement, as of [the date of the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 20[  ] with the Commission] [its initial effective date], and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statements of Eligibility, upon which we do not express an opinion) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission by the Company pursuant to the Exchange Act, and incor
porated or deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not express an opinion), on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement has become, and on the date hereof is, effective under the Securities Act; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.</P>
<P ALIGN="JUSTIFY">(6)&#9;One or more appropriate orders have been entered by the Federal Energy Regulatory Commission under the Federal Power Act authorizing the issuance and sale of the Bonds by the Company; to the best of our knowledge, said order or orders are in full force and effect; no further approval, authorization, consent or other order of any governmental body (other than under the Securities Act or the Trust Indenture Act, which have been duly obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body is legally required to permit the performance by the Company of its obligations with respect to the Bonds or under the Mortgage and the Underwriting Agreement.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">In passing upon the forms of the Registration Statement and the Prospectus, we necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (3) above.  In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, we have had discussions with certain officers, employees and representatives of the Company and Entergy Services, Inc., with other counsel for the Company,<A NAME="_DV_C712"> including Wise Carter Child &amp; Caraway, Professional Association, Mississippi counsel to the Company, Friday, Eldredge &amp; Clark, LLP, Arkansas counsel to the Company,</A> and with the independent registered public accountants of the Company who audited certain of the financial statements in
corporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.  We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion.  Based on our review of the Registration Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions, although we have not independently verified the accuracy, completeness or fairness of the statements included or incorporated by reference therein and take no responsibility therefor (except to the extent such statements relate to us or as expressly set forth in paragraph (3) above), no facts have come to our attention that cause us to believe that<A NAME="_DV_C688"> (i) <A NAME="_DV_M658"></A></A>the Registration Statement, <A NAME="_DV_M659"></A>as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securi
ties Act in accordance with the rules and regulations of the Commission thereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading<A NAME="_DV_C692">, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii)<A NAME="_DV_M660"></A></A> that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  <A NAME="_DV_M661"></A>We do not express any opinion or belief as to (a) the financial stateme
nts or other financial, statistical or accounting data included or incorporated by reference in the Registration Statement<A NAME="_DV_C694">,<A NAME="_DV_M662"></A></A> the Prospectus or the Disclosure Package<A NAME="_DV_C695">,<A NAME="_DV_M663"></A></A> (b) the <A NAME="_DV_M664"></A>Statements of Eligibility, (c) the <A NAME="_DV_M665"></A>information contained in<A NAME="_DV_C696"> the </A>Prospectus and the Disclosure Package under the caption &quot;Description of the New Bonds
- -Book-Entry Only Securities<A NAME="_DV_M667"></A>&quot; or (d) assessments of or reports on the effectiveness of internal control over financial reporting incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus.</P>
<P ALIGN="JUSTIFY">This opinion is limited to the laws of the States of New York, Mississippi, Wyoming and Arkansas and the United States of America.  As to all matters of Mississippi and Wyoming law, we have relied upon the opinion of even date herewith addressed to you by Wise Carter Child &amp; Caraway, Professional Association, and as to all matters of Arkansas law, we have relied upon the opinion of even date herewith addressed to you and Wise Carter Child &amp; Caraway, Professional Association, by Friday, Eldredge &amp; Clark, LLP.  We have not examined into and are not expressing an opinion upon matters relating to incorporation of the Company, titles to property, franchises or the lien of the Mortgage.</P>
<P ALIGN="JUSTIFY">The opinion set forth above is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder, and it may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent, except that Wise Carter Child &amp; Caraway, Professional Association, may rely on this opinion as to all matters of New York law in rendering their opinion required to be delivered under the Underwriting Agreement.</P><DIR>
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<P>Very truly yours,</P>

<P>&nbsp;</P>
<P>MORGAN, LEWIS &amp; BOCKIUS LLP</P></DIR>
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<P ALIGN="JUSTIFY"></A></A></P>
<U><P ALIGN="RIGHT">EXHIBIT E</P>
</U><P ALIGN="CENTER">[Letterhead of Pillsbury Winthrop Shaw Pittman LLP]</P>
<P ALIGN="RIGHT">[          ], 20[  ]</P>
<A NAME="OLE_LINK19">
<P ALIGN="JUSTIFY">[Name(s) of Underwriters(s)]</P>
<P ALIGN="JUSTIFY">c/o&nbsp;&nbsp;&nbsp;&nbsp; &#9;[Name(s) of Representatives(s)]</a><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <A NAME="OLE_LINK19">[Address(es) of Representative(s)]</P>

<P>Ladies and Gentlemen:</P>

</a>

<P ALIGN="JUSTIFY">We have acted as your counsel in connection with the issuance and sale by Entergy Mississippi, Inc., a Mississippi corporation (the &quot;Company&quot;), of $[   ],000,000 aggregate principal amount of its First Mortgage Bonds, [     ]% Series due [          ], 20[  ] (the &quot;Bonds&quot;), under the Company's Mortgage and Deed of Trust, dated as of February 1, 1988, with The Bank of New York Mellon (successor to Bank of Montreal Trust Company), as Corporate Trustee (the &quot;Corporate Trustee&quot;), and Stephen J. Giurlando (successor to Z. George Klodnicki), as Co-Trustee, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including by the [          ] Supplemental Indenture, dated as of [          ], 20[  ] (the &quot;Supplemental Indenture&quot;) (such Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;), pursuant to the Underwriting Agreement between you and the Compa
ny dated [          ], 20[  ] (the &quot;Underwriting Agreement&quot;).  This letter is delivered to you pursuant to Section 7(e) of the Underwriting Agreement.  Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">We are members of the New York Bar and, for purposes of this letter, do not hold ourselves out as experts on any laws other than the internal laws of the State of New York and the federal laws of the United States of America.  We have, with your consent, relied (without independent inquiry) upon the opinions of even date herewith addressed to you by Friday, Eldredge &amp; Clark, LLP, counsel for the Company, as to all matters of Arkansas law related to this letter, and by Wise Carter Child &amp; Caraway, Professional Association, as to all matters of Mississippi and Wyoming law related to this letter.</P>
<P ALIGN="JUSTIFY">We have reviewed, and have relied as to matters of fact material to this letter upon, the documents delivered to you at the closing of the transaction contemplated by the Underwriting Agreement, and we have reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary or relevant for purposes of this letter.  As to such matters of fact material to this letter, we have also relied upon representations and certifications of the Company in the Underwriting Agreement and in such other documents, and upon statements in the Registration Statement, the Disclosure Package and the Prospectus.  In such review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to us as facsimile, electronic, certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to us as originals and the correctness of all statem
ents of fact contained in all such original documents.  We have not reviewed the Bonds, except a specimen thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof and as to the authorization, execution and delivery by the Trustee of the Supplemental Indenture.  We express no opinion or belief as to matters relating to title to property, franchises, the creation, existence, validity and priority of the lien purported to be created by the Mortgage or the recordation or perfection of such lien.  We have assumed, without independent verification, the validity and accuracy of all certificates and opinions delivered under the Mortgage in connection with the issuance and sale of the Bonds.  We also express no opinion or belief regarding compliance with covenants in any agreement to which the Company or any of its affiliates is a party, or in any regulatory order pertaining to the Company or any of its affiliates, incorporating calculations of a financial 
or accounting nature.  </P>
<P ALIGN="JUSTIFY">Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that:</P>
<OL>
<DIR>
<DIR>

<OL>

<LI>The Mortgage has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed and delivered by the Company, and is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) the laws of the States of Mississippi, Arkansas and Wyoming, where the property covered thereby is located, affecting the remedies for the enforcement of the security purported to be provided for therein, (ii) bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights, and general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance or injunctive relief, (iii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before whic
h any proceeding may be brought and (iv) in the case of the provisions thereof relating to indemnification, the requirement that any facts known to the indemnified party but not the indemnifying party be disclosed to the indemnifying party if the existence of such facts at the time such provision became effective would entitle the indemnified party to indemnification; and, to the best of our knowledge, the Mortgage is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or threatened by the Commission.</LI>
<LI>The Bonds have been duly authorized by all necessary corporate action on the part of the Company and are legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance or injunctive relief, and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding may be brought; and are entitled to the benefit of the security purported to be afforded by the Mortgage.</LI>
<LI>The <A NAME="_DV_C787">statements made in the Basic Prospectus as amended and supplemented immediately prior to the Applicable Time (together with the other information in the Disclosure Package) and the Prospectus under the captions &quot;Description of the New Bonds&quot; and &quot;[Description of the First Mortgage Bonds]&quot;, to the extent that they purport to constitute summaries of the Mortgage and the Bonds, are accurate in all material respects.</A></LI>
<LI>The Underwriting Agreement has been duly authorized, executed and delivered by the Company.</LI>
<LI>One or more appropriate order or orders have been <A NAME="_DV_C790">entered<A NAME="_DV_M736"></A></A> by the <A NAME="_DV_M737"><A NAME="_DV_C793"></A>Federal Energy Regulatory Commission under the Federal Power Act,<A NAME="_DV_M738"></A></A> authorizing the issuance and sale of the <A NAME="_DV_M739"></A>Bonds<A NAME="_DV_M740"></A> by the Company<A NAME="_DV_C795">,<A NAME="_DV_M741"></A></A> and<A NAME="_DV_M742"></A>, to the best of our knowledge, such order or orders are in full force and effect; and no further approval, authorization, consent or other order of any governmental body (other than in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction, upon which we do not pass, or under the Securities Act<A NAME="_DV_M743"></A> or the Trust Indenture Act) is legally required to permit the issuance and sale of the <A NAME="_DV_M744"></A>Bonds<A NAME="_DV_M745"></A> by the Company pursuant<A NAME="_DV_C798"> to the Underwriting Agreement.</A></LI>
<LI>Except in each case as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein<U>,<A NAME="_DV_M747"></A></U> upon which we do <A NAME="_DV_M748"></A>not <A NAME="_DV_M749"></A>pass, the Registration Statement, <A NAME="_DV_M750"></A>as of [the date of the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 20[  ] with the Commission] [its initial effective date], and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities<A NAME="_DV_M751"></A> Act and (except with respect to the Statements of Eligibility, upon which we do not pass) the Trust Indenture<A NAME="_DV_M752"></A> Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and with respect to the doc
uments or portions thereof filed with the Commission by the Company pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not pass), on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith. <A NAME="_DV_M753"></A> In passing upon the forms of the Registration Statement and the Prospectus, and the documents or portions thereof filed with the Commission by the Company <A NAME="_DV_M755"><A NAME="_DV_M756"></A></A>pursuant to the Exchange Act and incorporated or deemed to be incorporated by refe
rence in the Prospectus<A NAME="_DV_M757"><A NAME="_DV_C801"></A> pursuant to Item 12 of Form S-3,<A NAME="_DV_M758"></A></A> we have necessarily assumed that the statements included or incorporated by reference therein are correct and complete.<A NAME="_DV_M759"></A></LI>
<LI>To the best of our knowledge, (i) the Registration Statement has become, and on the date hereof is, effective under the Securities Act, and (ii) based solely on a telephonic confirmation with the Commission on the date hereof, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.</LI></OL>
</DIR>
</DIR>
</OL>

<P ALIGN="JUSTIFY">In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, we have had discussions with certain officers, employees and representatives of the Company and Entergy Services, Inc., with counsel for the Company, with your representatives and with the independent registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.  While we reviewed certain corporate records and documents and statements of officers and other representatives of the Company as to the existence and consequences of certain factual and other matters, the primary purpose of our professional engagement was not to establish or confirm factual matters, legal matters not governed by New York law or United States federal law or financial or quantitative information.  Based on our review of the Registration Statement, the Disclosure Pac
kage and the Prospectus and the above-mentioned discussions, although we have not independently verified the accuracy, completeness or fairness of the statements included or incorporated by reference therein and take no responsibility therefor (except to the extent such statements relate to us or as expressly set forth in paragraph (3) above), no facts have come to our attention that cause us to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, at the Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to mak
e the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Prospectus, as of its date or at the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any belief as to (A) the financial statements and other financial, statistical or accounting data included or incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package, (B) the Statements of Eligibility or (C) assessments of or reports on the effectiveness of internal control over financial reporting incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus.</P>
<P ALIGN="JUSTIFY">With respect to the opinions set forth in paragraphs (1) and (2) above, we call your attention to the fact that Section 9.08 of the Mortgage provides that the Company will promptly record and file the Supplemental Indenture in such manner and in such places as may be required by law in order to fully preserve and protect the security of the bondholders and all rights of the Corporate Trustee.</P>
<P ALIGN="JUSTIFY">This letter is delivered only to you in connection with the transaction contemplated by the Underwriting Agreement and is solely for your benefit.  This letter is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person for any purpose without our prior written consent (including by any person that acquires any of the Bonds from you).</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>Very truly yours,</P>
<P>PILLSBURY WINTHROP SHAW PITTMAN LLP</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<U><P ALIGN="RIGHT">EXHIBIT F</P>
</U><P ALIGN="CENTER">ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS<BR>
PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT<BR>
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS<BR>
REFERRED TO THEREIN</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=8 WIDTH=712 DIR="LTR">
<TR><TD WIDTH="26%" VALIGN="TOP">
<B><U><P ALIGN="JUSTIFY">Exchange Act Document</B></U></TD>
<TD WIDTH="29%" VALIGN="TOP">
<B><U><P ALIGN="JUSTIFY">Caption</B></U></TD>
<TD WIDTH="10%" VALIGN="TOP">
<B><U><P ALIGN="CENTER">Page</B></U></TD>
<TD WIDTH="35%" VALIGN="TOP">
<B><U><P ALIGN="JUSTIFY">Item</B></U></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">
<I><P>Annual Report on Form 10-K for the year ended December 31, 2008</I></TD>
<TD WIDTH="29%" VALIGN="TOP">
<P>&quot;SELECTED FINANCIAL DATA FIVE-YEAR COMPARISON&quot;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<P ALIGN="CENTER">337</TD>
<TD WIDTH="35%" VALIGN="TOP">
<P>The amounts of electric operating revenues (by source) for the twelve month periods ended December 31, 2008, 2007, 2006, 2005 and 2004</TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="29%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="35%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">
<I><P>Quarterly Report on Form 10-Q for the period ended March 31, 2009</I></TD>
<TD WIDTH="29%" VALIGN="TOP">
<P ALIGN="JUSTIFY">&quot;SELECTED OPERATING RESULTS&quot;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<P ALIGN="CENTER">[   ]</TD>
<TD WIDTH="35%" VALIGN="TOP">
<P>The amounts of electric operating revenues (by source) for the three month periods ended March 31, 2009 and 2008</TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="CENTER"></P>
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<TYPE>EX-4
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<FILENAME>a02209402.htm
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<B><P ALIGN="RIGHT">Exhibit 4.02</P>
</B><U><P ALIGN="CENTER">_________________________________________________________________</P>
</U><B><P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.<BR>
</B>(formerly Mississippi Power &amp; Light Company)</P>
<P ALIGN="CENTER">to</P>
<B><P ALIGN="CENTER">THE BANK OF NEW YORK MELLON</P>
</B><P ALIGN="CENTER">(formerly The Bank of New York)<BR>
(successor to Harris Trust Company of New York and Bank of Montreal Trust Company)</P>
<P ALIGN="CENTER">and</P>
<B><P ALIGN="CENTER">STEPHEN J. GIURLANDO</B><BR>
(successor to Mark F. McLaughlin and Z. George Klodnicki)<BR>
As Trustees under<BR>
Entergy Mississippi, Inc.'s<BR>
Mortgage and Deed of Trust, dated as of February 1, 1988</P>
<P ALIGN="CENTER">________________________________</P>
<B><P ALIGN="CENTER">_______________ SUPPLEMENTAL INDENTURE</P>
</B><P ALIGN="CENTER">Providing among other things for<BR>
General and Refunding Mortgage Bonds designated as<BR>
First Mortgage Bonds,<BR>
__% Series due ________ __, 20__</P>
<P ALIGN="CENTER">________________</P>
<P ALIGN="CENTER">Dated as of _________ __, 20__</P>
<P ALIGN="CENTER">_____________________________</P>
<P ALIGN="CENTER">Prepared by<BR>
Wise Carter Child &amp; Caraway, Professional Association<BR>
P.O. Box 651<BR>
Jackson, Mississippi 39205<BR>
(601) 968-5500</P>
<U><P ALIGN="CENTER">_________________________________________________________________</P>
</U><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">_______________ SUPPLEMENTAL INDENTURE</P>
<P ALIGN="CENTER">_________________________</P>
<P>_______________ SUPPLEMENTAL INDENTURE, dated as of _________ __, 20__, between ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power &amp; Light Company), a corporation of the State of Mississippi, whose post office address is P.O. Box 1640, Jackson, Mississippi 39215-1640 (tel. 601-969-2311) (the &quot;Company&quot;) and THE BANK OF NEW YORK MELLON (successor to Harris Trust Company of New York), a New York banking corporation, 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 (tel. 212-635-1045), as trustees under the Mortgage and Deed of Trust, dated as of February 1, 1988, executed and delivered by the Company (herein called the &quot;Original Indenture;&quot; the Original Indenture together with any and all indentures and instruments supplemental thereto being herein called the &quot;Indenture&quo
t;);</P>
<P>WHEREAS, the Original Indenture has been duly recorded or filed as then required in the States of Mississippi, Arkansas and Wyoming; and</P>
<P>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</P>
<P>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</P>
<P>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</P>
<P>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</P>
<P ALIGN="JUSTIFY">WHEREAS, effective July 1, 2008, The Bank of New York Trust Company, National Association changed its name to The Bank of New York Mellon Trust Company, National Association; and</P>
<P>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</P>
<P>WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds:</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=600 DIR="LTR">
<TR><TD WIDTH="58%" VALIGN="BOTTOM">
<P>Series</TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<P ALIGN="CENTER">Principal Amount<BR>
Issued</TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<P ALIGN="CENTER">Principal<BR>
Amount<BR>
Outstanding</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>14.65% Series due February 1, 1993</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">$55,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>14.95% Series due February 1, 1995</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">20,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>8.40% Collateral Series due December 1, 1992</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">12,600,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>11.11% Series due July 15, 1994</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">18,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>11.14% Series due July 15, 1995</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">10,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>11.18% Series due July 15, 1996</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">26,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>11.20% Series due July 15, 1997</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">46,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>9.90% Series due April 1, 1994</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">30,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>5.95% Series due October 15, 1995</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">15,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>6.95% Series due July 15, 1997</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">50,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>8.65% Series due January 15, 2023</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">125,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP" HEIGHT=16>
<P>7.70% Series due July 15, 2023</TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=16>
<P ALIGN="RIGHT">60,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP" HEIGHT=16>
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>6 5/8% Series due November 1, 2003</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">65,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>8.25% Series due July 1, 2004</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">25,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>8.80% Series due April 1, 2005</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">80,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>6 7/8% Series due June 1, 2002</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">65,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>6.45% Series due April 1, 2008</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">80,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None </TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>6.20% Series due May 1, 2004</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">75,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>Floating Rate Series due May 3, 2004</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">50,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>4.90% Pollution Control Series A due July 1, 2022</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">32,850,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="RIGHT">$32,850,000</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>7 3/4% Series due February 15, 2003</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">120,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>6.25% due February 1, 2003</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">70,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>6% Series due November 1, 2032</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">75,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="RIGHT">75,000,000</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>7.25% Series due December 1, 2032</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">100,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="RIGHT">100,000,000</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>5.15% Series due February 1, 2013</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">100,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="RIGHT">100,000,000</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>4.35% Series due April 1, 2008</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">100,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>4.95% Series due June 1, 2018</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">95,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="RIGHT">95,000,000</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>6.25% Series due April 1, 2034</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">100,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="RIGHT">100,000,000</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>4.65% Series due May 1, 2011</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">80,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="RIGHT">80,000,000</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>4.60% Pollution Control Series B due April 1, 2022</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">16,030,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="RIGHT">16,030,000</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP">
<P>5.92% Series due February 1, 2016</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="RIGHT">$100,000,000</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="RIGHT">$100,000,000</TD>
</TR>
</TABLE>
</CENTER></P>

<P>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</P>
<P>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</P>
<P>WHEREAS, all things necessary to make this ___________ 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;</P>
<P>NOW, THEREFORE, THIS ____________ 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 STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purposes hereof) to THE BANK OF NEW YORK MELLON, 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: 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 line
s, 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.</P>
<P>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.</P>
<P>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.</P>
<P>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 natura
l 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.</P>
<P>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 STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purposes hereof) unto THE BANK OF NEW YORK MELLON, and their successors and assigns forever.</P>
<P>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 d
elivered and issued upon such date.</P>
<P>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.</P>
<P>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.</P>
<P>The Company further covenants and agrees to and with the Trustees and their successor or successors in such trust as follows:</P>
<OL TYPE="I">

<P ALIGN="CENTER"><LI>
<p align="center"><A NAME="_Toc22562175"><BR>
DEFINITIONS AND RULES OF CONSTRUCTION</A></LI></p>
</P>
<P ALIGN="CENTER"></P><OL>

<OL>

<LI><A NAME="_Toc36091441">Terms From the Original Indenture</A>. All defined terms used in this __________ Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture. </LI>

<LI><A NAME="_Toc36091442">Certain Defined Terms</A>. As used in this ____________ Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise: </LI>
<P>The term &quot;Adjusted Treasury Rate&quot; shall mean, with respect to any redemption date:</P>
<P>(1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated &quot;H.15(519)&quot; 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 &quot;Treasury Constant Maturities,&quot; for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after _________ __, 20__, 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</P>
<P>(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.</P>
<P>The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.</P>
<P>The term &quot;Business Day&quot; 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.</P>
<P>The term &quot;Comparable Treasury Issue&quot; shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to __________ __, 20__ 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 __________ __, 20__.</P>
<P>The term &quot;Comparable Treasury Price&quot; 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.</P>
<P>The term &quot;Independent Investment Banker&quot; 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.</P>
<P>The term &quot;Reference Treasury Dealer&quot; shall mean (i) ______________ and _______________ 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 &quot;Primary Treasury Dealer&quot;), 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.</P>
<P>The term &quot;Reference Treasury Dealer Quotations&quot; 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.</P>
<P>The term &quot;_____________ Series&quot; shall have the meaning specified in Section 2.01.</P>
<LI><A NAME="_Toc36091443">References Are to ____________ Supplemental Indenture</A>. Unless the context otherwise requires, all references herein to &quot;Articles&quot;, &quot;Sections&quot; and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this _____________ Supplemental Indenture, and the words &quot;herein&quot;, &quot;hereof&quot;, &quot;hereby&quot;, &quot;hereunder&quot; and words of similar import refer to this _______________ 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. </LI>

<LI><A NAME="_Toc36091444">Number and Gender</A>. 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.</LI></OL>
</OL>

<P>&nbsp;</P>
<P ALIGN="CENTER"><LI>
<p align="center"><BR>
THE ______________ SERIES</LI></p>
</P>
<P ALIGN="CENTER"></P><OL>

<OL>

<LI><A NAME="_Toc36091445">Bonds of the _______________ Series</A>. There shall be a series of bonds designated as the __% Series due ___________ __, 20__ (herein sometimes referred to as the &quot;____________ Series&quot;), each of which shall also bear the descriptive title &quot;First Mortgage Bond&quot; as permitted by Section 2.01 of the Original Indenture. The form of bonds of the ______________ Series shall be substantially in the form of Exhibit A hereto. Bonds of the _____________ Series shall mature on ___________ __, 20__ and shall be issued only as fully registered bonds in denominations of ____________ 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 ____________ Series shall bear interest at the rate of ______ and _________ one-hundredths per centum (__%) per annum (except as hereinafter provided), payable ___________ on _________ __ and ____________ __ of each year,
 and at maturity or earlier redemption, the first interest payment to be made on __________ __, 20__, for the period from ___________ __, 20__ to _____________ __, 20__; 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 ______________ 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 ______________ Series shall bear interest (before and after judgment) at the rate of _______ and _____________ one-hundredths per centum (__%) 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 ____________ Series shall be comput
ed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the bonds of the ______________ 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 _____________ 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. </LI>
<P>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 ______________ 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.</P>
<LI><A NAME="_Toc36091446">Optional Redemption of Bonds of the _____________ Series.</A> </LI>
<P><A NAME="_Toc36091447">The bonds of the ____________ Series shall [not] 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&nbsp;days nor more than 60&nbsp;days prior to the date fixed for redemption [insert prices or mechanism for determining prices at which redeemable, and related dates]]. </P>
<LI>Transfer and Exchange.</A> </LI>
<OL TYPE="a">

<LI>At the option of the registered owner, any bonds of the _____________ 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. </LI>
<LI>Bonds of the _____________ 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. </LI>
<LI>Upon any such exchange or transfer of bonds of the ______________ 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 _____________ Series.</LI></OL>


<LI><A NAME="_Toc36091448">Dating of Bonds and Interest Payments.</A> </LI>
<OL TYPE="a">

<LI>Each bond of the ____________ 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 ____________ Series dated prior to ___________ __, 20__, shall bear interest from ___________ __, 20__; and provided, further, that if any bond of the ____________ 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 ______________ 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 ___________ __, 20__, if no interest shall have been paid on the bonds of the ______________ Series. </LI>
<LI>Notwithstanding the foregoing, bonds of the ____________ Series shall be dated so that the Person in whose name any bond of the ____________ 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 __________ Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest.</LI></OL>
</OL>
</OL>


<P ALIGN="CENTER"><LI>
<p align="center"><BR>
COVENANTS</LI></p>
</P>
<P ALIGN="CENTER"></P><OL>

<OL>

<LI><A NAME="_Toc36091449">Maintenance of Paying Agent</A>. So long as any bonds of the ___________ 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. </LI>

<LI><A NAME="_Toc36091450">Further Assurances</A>. 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 _____________ 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. </LI></OL>
</OL>


<P ALIGN="CENTER"><LI>
<p align="center"><BR>
MISCELLANEOUS PROVISIONS</LI></p>
</P>
<P ALIGN="CENTER"></P><OL>

<OL>

<LI><A NAME="_Toc36091452">Acceptance of Trusts</A>. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree 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: </LI>
<P>The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this ___________ 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 ____________ 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 _________ Supplemental Indenture.</P>
<LI><A NAME="_Toc36091453">Effect of ______________ Supplemental Indenture under Louisiana Law</A>. 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 ____________ 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 ______________ Supplemental Indenture shall be considered as an act of mortgage and pledge under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledgee in trust for the benefit of themselves and of all present and future holders of the bonds of the ___________ Series and any coupons thereto issued hereunder, and are irrevocably appointed special agents and representatives 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. </LI>

<LI><A NAME="_Toc36091454">Record Date</A>. The holders of the bonds of the ___________ 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 ___________ 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. </LI>

<LI><A NAME="_Toc36091455">Titles</A>. The titles of the several Articles and Sections of this ____________ Supplemental Indenture and the table of contents shall not be deemed to be any part hereof. </LI>

<LI><A NAME="_Toc36091456">Counterparts</A>. This ___________ 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. </LI>

<LI><A NAME="_Toc36091457">Governing Law</A>. The internal laws of the State of New York shall govern this ___________ Supplemental Indenture and the bonds of the _________ 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. </LI>

<LI><A NAME="_Toc36091458">Recitals</A>. The recitals set forth in the initial pages of this _____________ Supplemental Indenture and the exhibits attached hereto are incorporated herein by reference, and this ____________ Supplemental Indenture shall be construed in the light thereof.</LI></OL>
</OL>
</OL>

<P>&nbsp;</P>
<P>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 its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents or Assistant Secretaries for and on its behalf, and STEPHEN J. GIURLANDO has hereunto set his hand and affixed his seal, all as of the day and year first above written.</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=577 DIR="LTR">
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>ENTERGY MISSISSIPPI, INC.</P>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P ALIGN="RIGHT">By:</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P ALIGN="CENTER">____________________________________</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P ALIGN="RIGHT">&nbsp;Name<br>
Title:</P>
  </TD>
<TD WIDTH="53%" VALIGN="TOP">
<P ALIGN="CENTER"><br>
&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="53%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<P>Attest:</P>
<P>By:______________________<BR>
Name:<BR>
Title:</P>
<P>&nbsp;</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=601 DIR="LTR">
<TR><TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP" COLSPAN=2>
<P>THE BANK OF NEW YORK MELLON,</TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP" COLSPAN=2>
<P>as Trustee</TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P ALIGN="RIGHT">By:</TD>
<TD WIDTH="42%" VALIGN="TOP">
<P ALIGN="CENTER">______________________________</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P ALIGN="RIGHT">&nbsp;Name:</TD>
<TD WIDTH="42%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P ALIGN="RIGHT">&nbsp;Title:</TD>
<TD WIDTH="42%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<P>Attest:</P>
<P>By:_____________________<BR>
Name:<BR>
Title:</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=554 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="RIGHT">By:</TD>
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<P ALIGN="RIGHT">&nbsp;Name:</TD>
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<P ALIGN="CENTER">STEPHEN J. GIURLANDO,</TD>
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<P ALIGN="RIGHT">&nbsp;Title:</TD>
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<P ALIGN="CENTER">as Co-Trustee</TD>
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<P>STATE OF LOUISIANA&#9;)<BR>
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PARISH OF ORLEANS&nbsp; )</P>
<P>Personally appeared before me, the undersigned authority in and for the aforesaid County and State, the within named _____________, ____________________ of ENTERGY MISSISSIPPI, INC., who acknowledged that he/she 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.</P>
<P>On the __ day of __________, 20__, before me personally came ________________, to be known to me, who, being by me duly sworn, did depose and say that he/she resides at __________________; that he/she is the ____________________ of ENTERGY MISSISSIPPI, INC., the corporation described in and which executed the above instrument; that he/she 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/she signed his/her name thereto by like order.</P>
<P>Given under my hand and seal this __ day of ____________, 20__.</P><DIR>
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<P>By:________________________<br>
Name:<br>
Notary Public No._____________<br>
Parish of Orleans, State of Louisiana<br>
My Commission is issued for Life.</P>
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<P>STATE OF NEW YORK&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; )<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; )ss.:<BR>
COUNTY OF NEW YORK )</P>
<P>Personally appeared before me, the undersigned authority in and for the aforesaid County and State, the within named _____________ as _______________, and _____________, as _____________ 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.</P>
<P>On the __ day of __________, 20__, before me personally came _____________ to me known, who, being by me duly sworn, did depose and say that he/she resides at ____________________; that he is a ____________ of THE BANK OF NEW YORK MELLON, the corporation described in and which executed the above instrument; that he/she 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/she signed his/her name thereto by like order.</P>
<P>Given under my hand and seal this __ day of __________, 20__.</P>
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<P>By:_________________________<br>
Name:<br>
Notary Public, State of New York<br>
No. ________________________<br>
Qualified in ________ County<br>
My Commission Expires: _______&nbsp;</P>
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<P>STATE OF NEW YORK&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;)<BR>
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COUNTY OF NEW YORK &#9;)</P>
<P>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, sealed and delivered the foregoing instrument on the day and year therein mentioned.</P>
<P>On the __ day of __________, 20__, 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.</P>
<P>Given under my hand and seal this __ day of _________, 20__.</P>
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<P>By:_________________________<br>
Name:<br>
Notary Public, State of New York<br>
No. ________________________<br>
Qualified in ________ County<br>
My Commission Expires: _______</P>
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<P ALIGN="CENTER">EXHIBIT A</P>
<P ALIGN="CENTER">[FORM OF BOND OF ____________ SERIES]<BR>
[(See legend at the end of this bond for<BR>
restrictions on transferability and change of form)]</P>
<P ALIGN="CENTER">FIRST MORTGAGE BOND</P>
<P ALIGN="CENTER">__% Series due _________ __, 20__</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=628 DIR="LTR">
<TR><TD WIDTH="31%" VALIGN="TOP">&nbsp;</TD>
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<P ALIGN="RIGHT">CUSIP ___________</TD>
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<P>No.___________ </TD>
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<P ALIGN="RIGHT">$___________</TD>
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</CENTER></P>

<P>ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power &amp; 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 _________ __, 20__, 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 _________ __, 20__, if the date of this bond is prior to ________ __, 20__ or, if the date of this bond is on or after ________ __, 20__, from the __________ __ or ___________ __ 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 ____
_ and _______________ one-hundredths per centum (__%) per annum in like coin or currency on __________ __ and ___________ __ in each year, commencing __________ __, 20__, 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 ____ and __________ one-hundredths per centum (__%) 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.</P>
<P>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. </P>
<P>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.</P>
<P>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, __% Series due _______ __, 20__ (herein called bonds of the ___________ 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 ____________ Supplemental Indenture dated as of __________ __, 20__, 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), 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.</P>
<P>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.</P>
<P>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 _____________ 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.</P>
<P>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.</P>
<P>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.</P>
<P>The bonds are issuable as registered bonds without coupons in the denominations of $_______ 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 e
xchange 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.</P>
<P>This bond is [not] redeemable at the option of the Company[ as provided in the ______________ Supplemental Indenture].</P>
<P>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.</P>
<P>As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.</P>
<P>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 or her signature or a facsimile thereof.</P>
<P>Dated: _________ __, 20__</P><DIR>
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<P>ENTERGY MISSISSIPPI, INC.<BR>
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By:____________________________________<BR>
Name:<br>
Title:</P>
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<P>Attest:</P>
<P>By:__________________________<BR>
Name:<BR>
Title:</P>
<P ALIGN="CENTER">[FORM OF TRUSTEE'S<BR>
AUTHENTICATION CERTIFICATE]</P>
<P ALIGN="CENTER">TRUSTEE'S AUTHENTICATION CERTIFICATE</P>
<P>&nbsp;</P>
<P>This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.</P><DIR>
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<P>THE BANK OF NEW YORK MELLON,<BR>
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<P>By:_________________________________<BR>
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<P ALIGN="CENTER">[LEGEND</P>
<P>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 &quot;Depositary&quot;), 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.</P>
<P>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 &amp; Co., or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede &amp; 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 &amp; Co., has an interest herein.</P>
<P>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).]</P></BODY>
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<B><FONT SIZE=3><P ALIGN="RIGHT">Exhibit 5.01</P>
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</B><P ALIGN="CENTER">[MORGAN, LEWIS &amp; BOCKIUS LLP LETTERHEAD]</P>
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<P>May 12, 2009</P><DIR>
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<P>Entergy Mississippi, Inc.<BR>
308 East Pearl Street<BR>
Jackson, Mississippi 39201</P>
<P>Ladies and Gentlemen:</P>
<P>We refer to the Registration Statement on Form&nbsp;S-3 (the &quot;Registration Statement&quot;), including the exhibits thereto, which Entergy Mississippi, Inc. (the &quot;Company&quot;) proposes to file with the Securities and Exchange Commission on or shortly after the date hereof, for (I) the registration under the Securities Act of 1933, as amended (the &quot;Securities Act&quot;), of $350,000,000 in aggregate principal amount of its First Mortgage Bonds (the &quot;Bonds&quot;), such Bonds to be issued in one or more new series under the Company's Mortgage and Deed of Trust, dated as February 1, 1988, with The Bank of New York Mellon, successor Corporate Trustee, and Stephen J. Giurlando, successor co-Trustee, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;); and (II) the qualif
ication under the Trust Indenture Act of 1939, as amended, of the Mortgage.</P>
<P>Subject to the qualifications hereinafter expressed, we are of the opinion that the Bonds, when issued and delivered for the consideration contemplated by, and otherwise as contemplated in, the Registration Statement and the Mortgage, will be legally issued and will be binding obligations of the Company.</P>
<P>For purposes of the opinions set forth above, we have assumed (I) that the Bonds will be issued and delivered in compliance with the due authorization of and in accordance with the terms set by the Company's Board of Directors or, when authorized, either the Executive Committee thereof or an authorized officer, and (II) that the Bonds will be issued and delivered in compliance with appropriate action with regard to the issuance of the Bonds by and before the Federal Energy Regulatory Commission.</P>
<P>This opinion is limited to the laws of the States of New York and Mississippi and of the United States of America. To the extent that the opinions relate to or are dependent upon matters governed by the laws of Mississippi, we have relied upon the opinion of Wise Carter Child &amp; Caraway, Professional Association, which is being filed as Exhibit 5.02 to the Registration Statement.</P>
<P>We hereby consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement and to the references to our firm, as counsel, in the Registration Statement and in the prospectus contained therein. In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.</P><DIR>
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<P>Very truly yours,</P>
<U><P>/s/ Morgan, Lewis &amp; Bockius LLP</P></DIR>
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<B><P ALIGN="RIGHT">Exhibit 5.02</P>
</B><P ALIGN="RIGHT"></P>
<P ALIGN="RIGHT">&nbsp;</P>
<P ALIGN="CENTER">[Letterhead of Wise Carter Child &amp; Caraway, Professional Association]</P>

<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">May 12, 2009</P>
<P>Entergy Mississippi, Inc.<br>
308 Pearl Street<br>
Jackson, Mississippi  39201</P>
<P>Ladies and Gentlemen:</P>
<P>&#9;With respect to the Registration Statement on Form&nbsp;S-3, including the exhibits thereto (the &quot;Registration Statement),&quot; which Entergy Mississippi, Inc. (the &quot;Company&quot;) proposes to file with the Securities and Exchange Commission on or shortly after the date hereof, for (I) the registration under the Securities Act of 1933, as amended (the &quot;Securities Act&quot;), of $350,000,000 in aggregate principal amount of its First Mortgage Bonds (the &quot;Bonds&quot;), to be issued in one or more new series under the Company's Mortgage and Deed of Trust, dated February 1, 1988, with The Bank of New York Mellon, successor Corporate Trustee, and Stephen J. Giurlando, successor co-Trustee, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the &quot;Mortgage&quot;); and (II) the qualificatio
n under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage, we advise you as follows:</P>
<P>&#9;We are of the opinion that the Company is a corporation duly organized and validly existing under the laws of the State of Mississippi.  </P>
<P>&#9;Subject to the qualifications hereinafter expressed, we are of the further opinion that the Bonds, when issued and delivered for the consideration contemplated by, and otherwise as contemplated in, the Registration Statement and the Mortgage, will be legally issued and will be binding obligations of the Company.</P>
<P>&#9;For purposes of the opinions set forth above, we have assumed (I) that the Bonds will be issued and delivered in compliance with the due authorization of and in accordance with the terms set by the Company's Board of Directors or, when authorized, either the Executive Committee thereof or an authorized officer of the Company and (II) that the Bonds will be issued and delivered in compliance with appropriate action with regard to the issuance of the Bonds by and before the Federal Energy Regulatory Commission.</P>
<P>&#9;This opinion is limited to the laws of the States of Mississippi and New York and of the federal laws of the United States of America.  To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of New York, we have relied upon the opinion of Morgan, Lewis &amp; Bockius LLP of New York, New York, which is being filed as Exhibit 5.01 to the Registration Statement.  </P>
<P>&#9;We hereby consent to the filing of this opinion as Exhibit 5.02 to the Registration Statement and to the references to our firm, as counsel, in the Registration Statement and in the prospectus contained therein.  In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P>Very truly yours,</P>

<P>WISE CARTER CHILD &amp; CARAWAY,<br>
Professional Association</P>

<P>By: <U>/s/ Betty Toon Collins<br>
</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Betty Toon Collins</P>
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<B><P align="right">Exhibit 23.01</P>
<P>&nbsp;</P>
<P align="center">CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</P>
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<P>We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 27, 2009, relating to the financial statements and financial statement schedule of Entergy Mississippi, Inc., and the effectiveness of Entergy Mississippi, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Entergy Mississippi, Inc. for the year ended December 31, 2008, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.</P>

<P>&nbsp;</P>
<P>Deloitte &amp; Touche LLP</P>
<P>&nbsp;</P>
<P>New Orleans, Louisiana<br>
May 12, 2009</P>
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<P ALIGN="right"><b>Exhibit 25.01</b></P>

<P ALIGN="center">= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
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<P ALIGN="CENTER">FORM T-1</P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C.  20549</P>
<P ALIGN="CENTER">STATEMENT OF ELIGIBILITY<BR>
UNDER THE TRUST INDENTURE ACT OF 1939 OF A<BR>
CORPORATION DESIGNATED TO ACT AS TRUSTEE</P>
<P ALIGN="CENTER">CHECK IF AN APPLICATION TO DETERMINE<BR>
ELIGIBILITY OF A TRUSTEE PURSUANT TO<BR>
SECTION 305(b)(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;|__|</P>
<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">THE BANK OF NEW YORK MELLON<BR>
(Exact name of trustee as specified in its charter)</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=590 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="439" VALIGN="TOP">
<P>New York<BR>
(State of incorporation<BR>
if not a U.S. national bank)</TD>
<TD WIDTH="123" VALIGN="TOP">
<P>13-5160382<BR>
(I.R.S. employer<BR>
identification no.)</TD>
</TR>
<TR><TD WIDTH="439" VALIGN="TOP">
<P>One Wall Street, New York, N.Y.<BR>
(Address of principal executive offices)</TD>
<TD WIDTH="123" VALIGN="TOP">
<P>10286<BR>
(Zip code)</TD>
</TR>
</TABLE>

  </center>
</div>

<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.<BR>
(Exact name of obligor as specified in its charter)</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=582 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="429" VALIGN="TOP">
<P>Mississippi<BR>
(State or other jurisdiction of<BR>
incorporation or organization)</TD>
<TD WIDTH="125" VALIGN="TOP">
<P>64-0205830<BR>
(I.R.S. employer<BR>
identification no.)</TD>
</TR>
<TR><TD WIDTH="429" VALIGN="TOP">
<P>308 East Pearl Street<BR>
Jackson, Mississippi<BR>
(Address of principal executive offices)</TD>
<TD WIDTH="125" VALIGN="TOP">
<P><BR>
39201<BR>
(Zip code)</TD>
</TR>
</TABLE>

  </center>
</div>

<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">First Mortgage Bonds<BR>
(Title of the indenture securities)</P>
<P ALIGN="center">= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = <BR>
</P>
<P ALIGN="JUSTIFY"></P>

<B>
<blockquote>
  <P ALIGN="JUSTIFY">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;General information.  Furnish the following information as to the Trustee:</P>
</B>

<B>
  <blockquote>

<P ALIGN="JUSTIFY">&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp; &#9;Name and address of each examining or supervising authority to which it is subject.</P>
  </blockquote>
</blockquote>
</B>
<div align="center">
  <center>
<TABLE BORDER="0" CELLSPACING=0 CELLPADDING=7 WIDTH=765 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111">
<TR>
  <TD WIDTH="429" VALIGN="MIDDLE" style="border-top-style: dotted; border-top-width: 1; border-bottom-style: dotted; border-bottom-width: 1">
<P ALIGN="CENTER">Name</TD>
<TD WIDTH="308" VALIGN="MIDDLE" style="border-top-style: dotted; border-top-width: 1; border-bottom-style: dotted; border-bottom-width: 1">
<P ALIGN="CENTER">Address</TD>
</TR>
<TR><TD WIDTH="429" VALIGN="TOP"><DIR>
<DIR>

<P>Superintendent of Banks of the State of <br>
New York</DIR>
</DIR>
</TD>
<TD WIDTH="308" VALIGN="TOP">
<P>One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223</TD>
</TR>
<TR><TD WIDTH="429" VALIGN="TOP"><DIR>
<DIR>

<P>Federal Reserve Bank of New York</DIR>
</DIR>
</TD>
<TD WIDTH="308" VALIGN="TOP">
<P>33 Liberty Street, New York, N.Y.  10045</TD>
</TR>
<TR><TD WIDTH="429" VALIGN="TOP"><DIR>
<DIR>

<P>Federal Deposit Insurance Corporation</DIR>
</DIR>
</TD>
<TD WIDTH="308" VALIGN="TOP">
<P>Washington, D.C.  20429</TD>
</TR>
<TR><TD WIDTH="429" VALIGN="TOP"><DIR>
<DIR>

<P>New York Clearing House Association</DIR>
</DIR>
</TD>
<TD WIDTH="308" VALIGN="TOP">
<P>New York, New York   10005</TD>
</TR>
</TABLE>
  </center>
</div>

<B>
<blockquote>
  <blockquote>
    <P ALIGN="JUSTIFY">(b)&nbsp;&nbsp;&nbsp;&nbsp; &#9;Whether it is authorized to exercise corporate trust powers.</P>
  </blockquote>
</blockquote>
<DIR>
<DIR>

</B><P ALIGN="JUSTIFY">Yes.</P>
<B>
</DIR>
</DIR>

<blockquote>
  <P ALIGN="JUSTIFY">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Affiliations with Obligor.</P>
</blockquote>
</B>
<DIR>
<DIR>
<B>
<P ALIGN="JUSTIFY">&nbsp;If the obligor is an affiliate of the trustee, describe each</B> <B>such affiliation. </P>
</B><P ALIGN="JUSTIFY">&nbsp;None.</P>
<B>
</DIR>
</DIR>

<blockquote>
  <P ALIGN="JUSTIFY">16.&nbsp;&nbsp;&nbsp;&nbsp; &#9;List of Exhibits. </P>
</blockquote>

</B>
<DIR>
<DIR>
<B>
<P ALIGN="JUSTIFY">Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).</P>

</B>
</DIR>
</DIR>

<blockquote>
  <blockquote>
    <ol>
      <li>A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No.&nbsp;1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).</li>
    </ol>
    <ol start="4">
      <li>
<P ALIGN="JUSTIFY">A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195).</P>
      </li>
    </ol>
    <ol start="6">
      <li>
<P ALIGN="JUSTIFY">The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).  </P>
      </li>
    </ol>
    <ol start="7">
      <li>
<P ALIGN="JUSTIFY">A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.</P>
      </li>
    </ol>
  </blockquote>
</blockquote>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="CENTER"></P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="CENTER">SIGNATURE</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 28th day of April, 2009.</P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; THE&nbsp;BANK&nbsp;OF&nbsp;NEW&nbsp;YORK MELLON</P>
<p>&nbsp;</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By:  <U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SHERMA THOMAS
</U>&#9;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name: SHERMA THOMAS<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Title:&nbsp;&nbsp; ASSISTANT TREASURER</P>
<p>&nbsp;</p>
<p>&nbsp;</p>

<P ALIGN="CENTER">Consolidated&nbsp;Report&nbsp;of&nbsp;Condition&nbsp;of</P>
<P ALIGN="CENTER">THE BANK OF NEW YORK MELLON</P>
<P ALIGN="CENTER">of One Wall Street, New York, N.Y. 10286<BR>
And Foreign and Domestic Subsidiaries,<br>
a member of the Federal Reserve System, at the close of business March 31, 2009, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=691 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111" height="1418">
<TR><TD WIDTH="520" VALIGN="BOTTOM" height="38">
<B><P>ASSETS</B></TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="center">Dollar Amounts<BR>
In Thousands</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>Cash and balances due from depository<br>
&nbsp;&nbsp; institutions:</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="TOP" height="38">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>&nbsp;&nbsp; Noninterest-bearing balances and currency<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and coin</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">$3,141,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>&nbsp;&nbsp; Interest-bearing balances</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">66,775,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Securities:</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>&nbsp;&nbsp; Held-to-maturity securities</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">6,949,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>&nbsp;&nbsp; Available-for-sale securities</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">26,839,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>Federal funds sold and securities purchased<br>
&nbsp;&nbsp; under agreements to resell:</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>   &nbsp;&nbsp;   Federal funds sold in domestic offices</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">1,007,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>   &nbsp;&nbsp;   Securities purchased under agreements to<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   resell</P>
</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">72,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Loans and lease financing receivables:</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>&nbsp;&nbsp; Loans and leases held for sale</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">-&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>&nbsp;&nbsp; Loans and leases, net of unearned<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
income</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">31,311,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>&nbsp;&nbsp; LESS: Allowance for loan and <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
lease losses</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">418,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>&nbsp;&nbsp; Loans and leases, net of unearned<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
income and allowance</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">30,893,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Trading assets</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">8,140,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>Premises and fixed assets (including<br>
&nbsp;&nbsp; capitalized leases)</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">1,129,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Other real estate owned</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">8,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>Investments in unconsolidated subsidiaries<br>
&nbsp;&nbsp; and associated companies</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">796,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Not applicable</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19" align="right">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Intangible assets:</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19" align="right">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>   &nbsp;   Goodwill</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">4,878,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>   &nbsp;   Other intangible assets</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">1,546,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="20">

<P>Other assets</TD>
<TD WIDTH="52" VALIGN="TOP" height="20">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" align="right" height="20" style="border-bottom-style: solid; border-bottom-width: 1">
10,833,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="21">

<P>Total assets</TD>
<TD WIDTH="52" VALIGN="TOP" height="21">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" align="right" height="23" style="border-top-style: solid; border-top-width: 1; border-bottom-style: double; border-bottom-width: 3">
$163,006,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="20">&nbsp;</TD>
<TD WIDTH="52" VALIGN="TOP" height="20">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" align="right" height="19">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="20">

<B><P>LIABILITIES</B></TD>
<TD WIDTH="52" VALIGN="TOP" height="20">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" align="right" height="19">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Deposits:</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" align="right" height="19">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>&nbsp;&nbsp; In domestic offices</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">54,254,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>&nbsp;&nbsp; Noninterest-bearing</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">26,808,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>&nbsp;&nbsp; Interest-bearing</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">27,446,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>&nbsp;&nbsp; In foreign offices, Edge and Agreement <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; subsidiaries, and IBFs</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">79,126,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>&nbsp;&nbsp; Noninterest-bearing</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">1,726,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>&nbsp;&nbsp; Interest-bearing</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">77,400,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>Federal funds purchased and securities sold<br>
&nbsp;&nbsp; under agreements to repurchase:</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>   &nbsp;&nbsp;   Federal funds purchased in domestic <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     offices</P>
</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">429,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>   &nbsp;&nbsp;   Securities sold under agreements to<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     repurchase</P>
</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">10,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Trading liabilities</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">6,621,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="57">

<P>Other borrowed money:<BR>
&nbsp;&nbsp;
(includes mortgage indebtedness and<br>
&nbsp;&nbsp; obligations under capitalized leases)</TD>
<TD WIDTH="52" VALIGN="TOP" height="57">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="57">
<P ALIGN="RIGHT">2,288,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Not applicable</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Not applicable</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Subordinated notes and debentures</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">3,490,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" HEIGHT=20>

<P>Other liabilities</TD>
<TD WIDTH="52" VALIGN="TOP" HEIGHT=20><P></P></TD>
<TD WIDTH="119" VALIGN="BOTTOM" HEIGHT=20 style="border-bottom-style: solid; border-bottom-width: 1">
<P align="right">4,438,000&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="21">

<P>Total liabilities</TD>
<TD WIDTH="52" VALIGN="TOP" height="21">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="22" style="border-bottom-style: double; border-bottom-width: 3">
<p align="right">150,656,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="20">&nbsp;</TD>
<TD WIDTH="52" VALIGN="TOP" height="20">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<B><P>EQUITY CAPITAL</B></TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>Perpetual preferred stock and related <BR>
&nbsp;&nbsp;
surplus</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<p align="right">-&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Common stock</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">1,135,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" HEIGHT=38>

<P>Surplus (exclude all surplus related to <br>
&nbsp;&nbsp; preferred stock)</TD>
<TD WIDTH="52" VALIGN="TOP" HEIGHT=38><P></P></TD>
<TD WIDTH="119" VALIGN="BOTTOM" HEIGHT=38>
<P ALIGN="RIGHT">8,290,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Retained earnings</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">7,825,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Accumulated other comprehensive income</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">(5,270,000)</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Other equity capital components</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">-&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="19">

<P>Total bank equity capital</TD>
<TD WIDTH="52" VALIGN="TOP" height="19">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="19">
<P ALIGN="RIGHT">11,980,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="38">

<P>Noncontrolling (minority) interests in <BR>
&nbsp;&nbsp;
consolidated subsidiaries</TD>
<TD WIDTH="52" VALIGN="TOP" height="38">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="38">
<P ALIGN="RIGHT">370,000&nbsp;</TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" HEIGHT=20>

<P>Total equity capital</TD>
<TD WIDTH="52" VALIGN="TOP" HEIGHT=20><P></P></TD>
<TD WIDTH="119" VALIGN="BOTTOM" HEIGHT=20 style="border-bottom-style: solid; border-bottom-width: 1">
<P align="right">12,350,000&nbsp;</P></TD>
</TR>
<TR><TD WIDTH="520" VALIGN="TOP" height="22">

<P>Total liabilities and equity capital</TD>
<TD WIDTH="52" VALIGN="TOP" height="22">&nbsp;</TD>
<TD WIDTH="119" VALIGN="BOTTOM" height="23" style="border-top-style: solid; border-top-width: 1; border-bottom-style: double; border-bottom-width: 3">
<p align="right">$163,006,000&nbsp; </TD>
</TR>
</TABLE>

  </center>
</div>

<P ALIGN="JUSTIFY"><A NAME="OLE_LINK1"></a>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <A NAME="OLE_LINK2">I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.</P>
<P ALIGN="RIGHT">Thomas P. Gibbons,<BR>
Chief Financial Officer</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=530 DIR="LTR">
<TR><TD WIDTH="43%" VALIGN="MIDDLE" HEIGHT=73>
<P>Gerald L. Hassell&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
]<BR>
Robert P. Kelly&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
] <br>
Catherine A. Rein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
]<BR>
</P>
</TD>
<TD WIDTH="57%" VALIGN="MIDDLE" HEIGHT=73>
<P ALIGN="CENTER">Directors</TD>
</TR>
</TABLE>

<P ALIGN="JUSTIFY"></A></A></P>
<P ALIGN="JUSTIFY"></P>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>8
<FILENAME>a022092502.htm
<TEXT>
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<HEAD>
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<BODY>

<P ALIGN="right"><b>Exhibit 25.02</b></P>

<P ALIGN="JUSTIFY">===============================================================================================================</P>
<P ALIGN="CENTER">FORM T-2</P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C.  20549</P>
<P ALIGN="CENTER">STATEMENT OF ELIGIBILITY<br>
UNDER THE TRUST INDENTURE ACT OF 1939 OF AN<br>
INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE</P>
<P ALIGN="CENTER">CHECK IF AN APPLICATION TO DETERMINE<br>
ELIGIBILITY OF A TRUSTEE PURSUANT TO<br>
SECTION 305(b)(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;|__|</P>
<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">Stephen J. Giurlando<BR>
(Name of trustee)</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=584 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="335" VALIGN="TOP">
<P>N/A<BR>
(Social Security Number)</TD>
<TD WIDTH="221" VALIGN="TOP">
<P>101 Barclay Street, 21W<BR>
New York, New York 10286<BR>
(Business address: street,<BR>
city state and zip code)</P>
</TD>
</TR>
</TABLE>

  </center>
</div>

<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">ENTERGY MISSISSIPPI, INC.<BR>
(Exact name of obligor as specified in its charter)</P>
<div align="center">
  <center>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=567 DIR="ltr" style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="328" VALIGN="TOP">
<P>Mississippi<BR>
(State or other jurisdiction of<BR>
incorporation or organization)</TD>
<TD WIDTH="211" VALIGN="TOP">
<P>64-0205830<BR>
(I.R.S. employer<BR>
identification no.)</TD>
</TR>
<TR><TD WIDTH="328" VALIGN="TOP">
<P>308 East Pearl Street<BR>
Jackson, Mississippi<BR>
(Address of principal executive offices)</TD>
<TD WIDTH="211" VALIGN="TOP">
<P><BR>
39201<BR>
(Zip code)</TD>
</TR>
</TABLE>

  </center>
</div>

<U><P ALIGN="CENTER">___________________________</P>
</U><P ALIGN="CENTER">First Mortgage Bonds<BR>
(Title of the indenture securities)</P>
<P ALIGN="JUSTIFY">===============================================================================================================</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">&nbsp;</P>
</B>
<blockquote>
  <P ALIGN="JUSTIFY">1.<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Affiliations with Obligor.</P>
  <blockquote>
<P ALIGN="JUSTIFY">If the obligor is an affiliate of the trustee, describe each</B> <B>such affiliation. </P>
</B><P ALIGN="JUSTIFY">None.  (see Note on page 3.)</P>
  </blockquote>
<P ALIGN="JUSTIFY">2.<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Trusteeships under other indentures.</P>
  <blockquote>

<P ALIGN="JUSTIFY">If the trustee is trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, file a copy of each such indenture as an exhibit and furnish the following information:</P>
    <blockquote>

<P ALIGN="JUSTIFY">(a)&#9;Title of the securities outstanding under each such other indenture.</P>
    </blockquote>

</B><P ALIGN="JUSTIFY">Not applicable.</P>

<B>
    <blockquote>
      <P ALIGN="JUSTIFY">(b)&#9;A brief statement of the facts relied upon by the trustee as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture.</P>
    </blockquote>

</B><P ALIGN="JUSTIFY">Not applicable.</P>
  </blockquote>
<P ALIGN="JUSTIFY">11.<B>&nbsp;&nbsp;&nbsp;&nbsp; &#9;List of Exhibits.</P>
</B>
  <blockquote>
    <P ALIGN="JUSTIFY">None.</P>
  </blockquote>
</blockquote>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">NOTE</P>
<P ALIGN="JUSTIFY">Inasmuch as this Form T-2 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 1, the answer to said Item is based on incomplete information.</P>
<P ALIGN="JUSTIFY">Item 1 may, however, be considered as correct unless amended by an amendment to this Form T-2.</P>
<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">SIGNATURE</P>
</B><P ALIGN="JUSTIFY">Pursuant to the requirements of the Trust Indenture Act of 1939, I, Stephen J. Giurlando have signed this statement of eligibility in The City of New York and State of New York, on the 28th day of April, 2009.</P>
<P ALIGN="JUSTIFY"></P><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; STEPHEN J. GIURLANDO
<br>

</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name:&nbsp;&nbsp;&nbsp;&nbsp; STEPHEN J. GIURLANDO</P>
<P ALIGN="JUSTIFY"></P></BODY>
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