Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota 57104
(Address of principal executive offices) (Zip code)
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
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MISSISSIPPI POWER COMPANY
(Exact name of obligor as specified in its charter)
Mississippi 64-0205820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2992 West Beach Boulevard
Gulfport, Mississippi 39501
(Address of principal executive offices) (Zip code)
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Senior Notes
(Title of the indenture securities)
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Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now in
effect.
Exhibit 2. A copy of the Comptroller of the Currency Certificate of
Corporate Existence and Fiduciary Powers for Wells Fargo
Bank, National Association, dated February 4, 2004.
Exhibit 3. See Exhibit 2
Exhibit 4. Copy of By-laws of the trustee as now in effect.
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of
the Act.
Exhibit 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Atlanta and State of
Georgia on the 5th day of November 2007.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Elizabeth T. Wagner
Elizabeth T. Wagner
Vice President
EXHIBIT 6
November 5, 2007
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Elizabeth T. Wagner
Elizabeth T. Wagner
Vice President
EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2007, filed in accordance with
12 U.S.C. ss.161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $13,030
Interest-bearing balances 1,428
Securities:
Held-to-maturity securities 0
Available-for-sale securities 65,310
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 6,864
Securities purchased under agreements to resell 1,160
Loans and lease financing receivables:
Loans and leases held for sale 21,153
Loans and leases, net of unearned income 263,595
LESS: Allowance for loan and lease losses 2,526
Loans and leases, net of unearned income and allowance 261,069
Trading Assets 4,809
Premises and fixed assets (including capitalized leases) 4,197
Other real estate owned 754
Investments in unconsolidated subsidiaries and associated companies 402
Intangible assets
Goodwill 9,231
Other intangible assets 19,954
Other assets 19,363
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Total assets $428,724
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LIABILITIES
Deposits:
In domestic offices $263,665
Noninterest-bearing 70,876
Interest-bearing 192,789
In foreign offices, Edge and Agreement subsidiaries, and IBFs 48,659
Noninterest-bearing 6
Interest-bearing 48,653
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 10,136
Securities sold under agreements to repurchase 6,375
Dollar Amounts
In Millions
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Trading liabilities 2,695
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 27,804
Subordinated notes and debentures 10,140
Other liabilities 20,533
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Total liabilities $390,007
Minority interest in consolidated subsidiaries 62
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,751
Retained earnings 13,469
Accumulated other comprehensive income (85)
Other equity capital components 0
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Total equity capital 38,655
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Total liabilities, minority interest, and equity capital $428,724
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I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that
this Report of Condition has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true to the best
of my knowledge and belief.
Howard I. Atkins
EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of
Condition and 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
issued by the appropriate Federal regulatory authority and is true and correct.
Michael Loughlin
John Stumpf Directors
Dave Hoyt