Exhibit E

         The holder hereof has agreed not to transfer this Note except to a
successor Trustee under the Trust Indenture dated as of April 1, 2003 of the
Mississippi Business Finance Corporation relating to the Bonds (hereinafter
referred to).

                               GULF POWER COMPANY
                                 PROMISSORY NOTE

$29,075,000                                                      April 15, 2003

         GULF POWER COMPANY (the "Company"), a corporation organized and
existing under the laws of the State of Maine, acknowledges itself indebted and
for value received hereby promises to pay to the order of the Mississippi
Business Finance Corporation (the "Issuer"), and its successors and assigns, the
principal sum of TWENTY-NINE MILLION SEVENTY-FIVE THOUSAND DOLLARS ($29,075,000)
together with interest on the unpaid principal balance thereof from the date
hereof until the Company'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 the Company promises
to pay when due, amounts which shall equal the premium, if any, due on such
Bonds in connection with the redemption thereof. The Company 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 Issuer to the Company and the obligation of the
Company 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
Issuer and the Company dated as of April 1, 2003, pursuant to which the Issuer
has loaned to the Company the proceeds of the sale of the Issuer's $29,075,000
of Pollution Control Revenue Refunding Bonds, Series 2003 (Gulf Power Company
Project) (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 April 1, 2003 (the "Indenture")
between the Issuer 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
February 1, 2026. 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 Issuer, 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 the Company 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


                         By:
                                  -------------------------------------------
                                  Vice President, Secretary and Treasurer


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






                                   ASSIGNMENT


         For value received, pay this promissory note to the order of The Bank
of New York Trust Company of Florida, N.A., as Trustee under the Trust
Indenture, dated as of April 1, 2003, between the Mississippi Business Finance
Corporation and The Bank of New York Trust Company of Florida, N.A., as Trustee,
securing the payment of Mississippi Business Finance Corporation Pollution
Control Revenue Refunding Bonds, Series 2003 (Gulf Power Company Project), in
the original principal amount of $29,075,000 without recourse.


                                 MISSISSIPPI BUSINESS FINANCE CORPORATION


                                 By:
                                          ------------------------------------
                                          Executive Director