EXHIBIT A-13
[(See legend at the end of this Security
for restrictions on transferability and change of form)]
No. __
Cusip No. __________
MISSISSIPPI POWER & LIGHT COMPANY
____% Debentures due _______________
MISSISSIPPI POWER & LIGHT COMPANY, a corporation duly
organized and existing under the laws of the State of Mississippi
(herein referred to as the "Company", which term includes any
successor Person under the Indenture), for value received, hereby
promises to pay to ______________, or registered assigns, the
principal sum of _______________________ on _______________, and to
pay interest on said principal sum from _________________ or from
the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually on each ______ and
____________, commencing _______________ at the rate of ____% per
annum until the principal hereof is paid or made available for
payment. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year of twelve 30-
day months. Interest on the Securities of this series will accrue
from ______________ to the first Interest Payment Date, and
thereafter will accrue, from the last Interest Payment Date to
which interest has been paid or duly provided for. No interest
will accrue on the Securities of this series with respect to the
day on which the Securities of this series mature. In the event
that any Interest Payment Date is not a Business Day, then payment
of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or
other payment in respect of such delay) with the same force and
effect as if made on the Interest Payment Date. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the __________ or
__________ next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture referred to on the
reverse hereof.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan,
The City and State of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender
for payment of public and private debts, provided, however, that,
at the option of the Company, interest on this Security may be
paid by check mailed to the address of the person entitled
thereto, as such address shall appear on the Security Register.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
MISSISSIPPI POWER & LIGHT COMPANY
By:
ATTEST:
____________________________
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
_______________________, as Trustee
By:
Authorized Officer
REVERSE OF SECURITY
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued
and to be issued in one or more series under an Indenture, dated as
of _______________, as amended (herein called the "Indenture",
which term shall have the meaning assigned to it in such
instrument), between the Company and ________________, as Trustee
(herein called the "Trustee", which term includes any successor
trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer's
Certificate filed with the Trustee on _____________ creating the
series designated on the face hereof, for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, limited in aggregate
principal amount to $___________.
[REDEMPTION PROVISIONS WILL BE INSERTED HERE]
[In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor
for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Security upon compliance
with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to
institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of not less
than a majority in aggregate principal amount of the Securities of
this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective
due dates expressed herein.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein
prescribed.
The Securities of this series are issuable only in
registered form without coupons in denominations of $____ and any
integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor and of authorized
denominations, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is
registered as the absolute owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
[LEGEND
Unless and until this Security is exchanged in whole or
in part for certificated Securities registered in the names of the
various beneficial holders hereof as then certified to the Trustee
by the Depository Trust Company or its successor (the
"Depositary"), this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any certificate
to be issued is registered in the name of Cede & Co., or such other
name as requested by an authorized representative of the Depositary
and any amount payable thereunder is made payable to Cede & Co., or
such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
This Security may be exchanged for certificated
Securities 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 Securities to beneficial owners (as certified to the
Company by the Depositary).]