Exhibit F

         The holder hereof has agreed not to transfer this Note except to a
successor Trustee under the Trust Indenture dated as of September 1, 2002 of the
Development Authority of Monroe County relating to the Bonds (hereinafter
referred to).



                               GULF POWER COMPANY
                                 PROMISSORY NOTE

$42,000,000                                                  September 26, 2002

         GULF POWER COMPANY ("Gulf"), a corporation organized and existing under
the laws of the State of Georgia, acknowledges itself indebted and for value
received hereby promises to pay to the order of the Development Authority of
Monroe County (the "Authority"), and its successors and assigns, the principal
sum of FORTY-TWO MILLION DOLLARS ($42,000,000) together with interest on the
unpaid principal balance thereof from the date hereof until Gulf's obligations
with respect to the payment of such sum shall be discharged at the rate or rates
borne by the Bonds referred to below. As additional interest hereon there shall
be payable, and Gulf promises to pay when due, amounts which shall equal the
premium, if any, due on such Bonds in connection with the redemption thereof.
Gulf further promises to pay the purchase price of such Bonds as hereinbelow
provided.

         This Note is issued to evidence the Loan (as defined in the Agreement
hereinafter referred to) of the Authority to Gulf and the obligation of Gulf to
repay the same and shall be governed by and be payable in accordance with the
terms and conditions of a loan agreement (the "Agreement") between the Authority
and Gulf dated as of September 1, 2002, pursuant to which the Authority has
loaned to Gulf the proceeds of the sale of the Authority's $42,000,000 of
Pollution Control Revenue Bonds (Gulf Power Company Plant Scherer Project),
First Series 2002 (the "Bonds"). This Note (together with the Agreement) has
been assigned to The Bank of New York Trust Company of Florida, N.A. (the
"Trustee"), acting pursuant to a trust indenture dated as of September 1, 2002
(the "Indenture") between the Authority and the Trustee, and may not be assigned
by the Trustee except to a successor Trustee pursuant to the terms of the
Indenture. Such assignment is made as security for the Bonds. The Bonds are
dated and bear interest in accordance with the provisions of the Indenture, and
mature on September 1, 2037. The Bonds are subject to redemption prior to
maturity as provided therein.

         Subject to the provisions of the Agreement, payments hereon are to be
made by paying to the Trustee, as assignee of the Authority, in funds which will
be immediately available on the day payment is due, amounts which, and at or
before times which, shall correspond to the payments with respect to the
principal of and premium, if any, and interest on the Bonds whenever and in
whatever manner the same shall become due, whether at stated maturity, upon
redemption or declaration or otherwise, and the purchase price of Bonds required
to be purchased under the Indenture. If (i) on the date any payments on the
Bonds are due there are any available moneys on deposit with the Trustee which
are not being held for the payment of Bonds due and payable but which have not
been presented for payment, or (ii) on any date on which Bonds are required to
be purchased pursuant to the Bonds or Article III of the Indenture, there are
available moneys on deposit with the Trustee held for the payment of the
purchase price which are not being held for the payment of Bonds which have not
been presented for payment, then, in each case, such moneys shall be credited
against the payment then due hereunder, first in respect of interest and then,
to the extent of remaining moneys, in respect of principal. Upon the occurrence
of an Event of Default, as defined in the Agreement, the principal of and
interest on this Note may be declared immediately due and payable as provided in
the Agreement.

         Neither the officers of Gulf nor any persons executing this Note shall
be liable personally or shall be subject to any personal liability or
accountability by reason of the issuance hereof.





         IN WITNESS WHEREOF, Gulf Power Company has caused this Note to be
executed in its corporate name and on its behalf by its President, its Treasurer
or a Vice President by his manual signature, and its corporate seal to be
impressed hereon and attested by the manual signature of its Secretary or an
Assistant Secretary, all as of the date first above written.

                             GULF POWER COMPANY

[SEAL]
                             By:
                                 -----------------------------------------------
                                      Vice President and Chief Financial Officer


                             Attest:
                                     -------------------------------------------
                                      Assistant Secretary









                                   ASSIGNMENT


         Pay to the order of The Bank of New York Trust Company of Florida,
N.A., as assignee of the Development Authority of Monroe County, under the Trust
Indenture, dated as of September 1, 2002, between the Development Authority of
Monroe County and The Bank of New York Trust Company of Florida, N.A., as
Trustee, securing the payment of Development Authority of Monroe County
Pollution Control Revenue Bonds (Gulf Power Company Plant Scherer Project),
First Series 2002 in the original principal amount of $42,000,000.


                                        DEVELOPMENT AUTHORITY OF
                                        MONROE COUNTY



                                        By:____________________________
                                                 Chairman