S-3

As filed with the Securities and Exchange Commission on September 23, 2005.

Subject to Amendment.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Gulf Power Company Gulf Power Capital Trust V Gulf Power Capital Trust VI (Exact name of registrant as
specified in its Charter) Maine Delaware Delaware (State or other jurisdiction of
incorporation or organization) 59-0276810 58-6380849 11-6583955 (I.R.S. Employer Identification No.)

500 Bayfront Parkway

Pensacola, Florida 32520

(850) 444-6111

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

SUSAN D. RITENOUR

Secretary and Treasurer

Gulf Power Company

500 Bayfront Parkway

Pensacola, Florida 32520

(850) 444-6111

(Name, address, including zip code, and telephone number, including area code, of agent for service of each registrant)

The Commission is requested to mail signed copies of all orders, notices and communications to:

THOMAS A. FANNING Executive Vice President, Treasurer and Chief Financial Officer THE SOUTHERN COMPANY 270 Peachtree Street, N.W. Atlanta, Georgia 30303 MELISSA K. CAEN TROUTMAN SANDERS LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216

Approximate date of commencement of proposed sale to the public:    From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

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:  x

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.  ¨

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.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(1)(2)(3)	Proposed Maximum Aggregate Offering Price(1)(2)(3)	Amount of Registration Fee(1)
Gulf Power Company Class A Preferred Stock
Gulf Power Company Preference Stock
Depositary Preference Shares, each representing a fraction of a share of Preference Stock
Gulf Power Capital Trust V Preferred Securities
Gulf Power Capital Trust VI Preferred Securities
Gulf Power Company Senior Notes
Gulf Power Company Junior Subordinated Notes
Gulf Power Company Guarantees with respect to Preferred Securities of Gulf Power Capital Trust V and Gulf Power Capital Trust VI(4)(5)
Total	$75,000,000	100%	$75,000,000	$8,828

(1) There are being registered hereunder such presently indeterminate number of Preferred Securities of Gulf Power Capital Trust V and Gulf Power Capital Trust VI, such presently indeterminate number of shares of Preference Stock, Depositary Preference Shares and Class A Preferred Stock of Gulf Power Company and such presently indeterminate principal amount of Senior Notes and Junior Subordinated Notes of Gulf Power Company with an aggregate initial offering price not to exceed $75,000,000. Junior Subordinated Notes also may be issued to Gulf Power Capital Trust V or Gulf Power Capital Trust VI and later distributed upon dissolution and distribution of the assets thereof, which would include such Junior Subordinated Notes for which no separate consideration will be received. Pursuant to Rule 457(o) under the Securities Act of 1933, which permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed, the table does not specify by each class information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering price.

(2) Estimated solely for the purpose of determining the registration fee.

(3) Exclusive of accrued interest and distributions, if any.

(4) No separate consideration will be received for the Gulf Power Company Guarantees. Pursuant to Rule 457(n) no separate fee is payable in respect of the Gulf Power Company Guarantees.

(5) Includes the obligations of Gulf Power Company under the respective Trust Agreements, the Subordinated Note Indenture, the related series of Junior Subordinated Notes, the respective Guarantees and the respective Agreements as to Expenses and Liabilities, which include the Company’s covenant to pay any indebtedness, expenses or liabilities of the Trusts (other than obligations pursuant to the terms of the Preferred Securities or other similar interests), all as described in this registration statement.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants 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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The within Prospectus contains the information required by Rule 429 of the Commission under the Securities Act of 1933 with respect to the $65,000,000 of securities remaining unsold under Registration Statement No. 333-118060.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED SEPTEMBER 23, 2005

PROSPECTUS

$140,000,000

Gulf Power Company

Class A Preferred Stock

Preference Stock

Depositary Preference Shares, each representing

a fraction of a share of Preference Stock

Senior Notes

Junior Subordinated Notes

Gulf Power Capital Trust V

Gulf Power Capital Trust VI

Trust Preferred Securities

Fully and unconditionally guaranteed, as set forth in this Prospectus, by

Gulf Power Company

a subsidiary of The Southern Company

We will provide the specific terms of these securities in supplements to this Prospectus. You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest.

See “Risk Factors” on page 2 for information on certain risks related to the purchase of securities offered by this Prospectus.

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.

                                         , 2005

ABOUT THIS PROSPECTUS

This Prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “Commission”) using a “shelf” registration process under the Securities Act of 1933, as amended (the “1933 Act”). Under the shelf process, Gulf Power Company (the “Company”) may sell, in one or more transactions,

Ÿ Class A preferred stock (the “new Stock”)

Ÿ preference stock (the “Preference Stock”)

Ÿ depositary preference shares, each representing a fraction of a share of Preference Stock (the “Depositary Shares”)

Ÿ senior notes (the “Senior Notes”)

Ÿ junior subordinated notes (the “Junior Subordinated Notes”)

and Gulf Power Capital Trust V and Gulf Power Capital Trust VI (individually, a “Trust” and collectively, the “Trusts”) may sell

Ÿ trust preferred securities or capital securities (the “Preferred Securities”)

in one or more offerings up to a total dollar amount of $140,000,000. This Prospectus provides a general description of those securities. Each time the Company sells securities, the Company will provide a prospectus supplement that will contain specific information about the terms of that offering (“Prospectus Supplement”). The Prospectus Supplement may also add, update or change information contained in this Prospectus. You should read this Prospectus and the applicable Prospectus Supplement together with additional information under the heading “Available Information.”

RISK FACTORS

Investing in the Company’s securities involves risk. Please see the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, along with disclosure related to the risk factors contained in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005, which are all incorporated by reference in this Prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this Prospectus. The risks and uncertainties described are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair its business operations, its financial results and the value of its securities.

AVAILABLE INFORMATION

The Company and the Trusts have filed with the Commission a combined registration statement on Form S-3 (the “Registration Statement,” which term encompasses any amendments of the Registration Statement and exhibits to the Registration Statement) under the 1933 Act. As permitted by the rules and regulations of the Commission, this Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto, to which reference is made.

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in accordance with the 1934 Act files reports and other information with the

2

Commission. Such reports and other information can be inspected and copied at the public reference facilities of the Commission at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants including the Company that file electronically at http://www.sec.gov. In addition, reports and other material concerning the Company can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

No separate financial statements of any Trust are included in this Prospectus. The Company considers that such statements would not be material to holders of the Preferred Securities because each Trust has no independent operations and exists for the sole purpose of investing the proceeds of the sale of its Trust Securities (as defined below) in Junior Subordinated Notes.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed with the Commission pursuant to the 1934 Act and are incorporated by reference in this Prospectus and made a part of this Prospectus:

(a)  the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004;

(b)  the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005; and

(c)  the Company’s Current Reports on Form 8-K dated February 2, 2005, February 21, 2005, May 5, 2005 and August 11, 2005.

All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of the initial filing of the Registration Statement and prior to the effectiveness of the Registration Statement and subsequent to the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and made a part of this Prospectus from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all documents incorporated herein by reference in this Prospectus but not delivered with this Prospectus (other than the exhibits to such documents unless such exhibits are specifically incorporated by reference in this Prospectus). Such requests should be directed to Susan D. Ritenour, Secretary and Treasurer, Gulf Power Company, One Energy Place, Pensacola, Florida 32520, telephone: (850) 444-6111.

GULF POWER COMPANY

The Company is a corporation organized under the laws of the State of Maine on November 2, 1925, and was admitted to do business in Florida on January 15, 1926, in Mississippi on October 25, 1976 and in Georgia on November 20, 1984. See “Recent Developments” below for a description of the Company’s proposed domestication in Florida. The principal executive offices of the Company are located at 500 Bayfront Parkway, Pensacola, Florida 32520, and the telephone number is (850) 444-6111.

The Company is a wholly owned subsidiary of The Southern Company, a holding company registered under the Public Utility Holding Company Act of 1935, as amended. The Company is engaged, within the northwestern

3

portion of the State of Florida, in the generation and purchase of electricity and the distribution and sale of such electricity at retail in 71 communities (including Pensacola, Panama City and Fort Walton Beach), as well as in rural areas, and at wholesale to a nonaffiliated utility and a municipality.

SELECTED INFORMATION

The following material, which is presented in this Prospectus solely to furnish limited introductory information regarding the Company, has been selected from, or is based upon, the detailed information and financial statements appearing in the documents incorporated in this Prospectus by reference or elsewhere in this Prospectus, is qualified in its entirety by reference to those documents and, therefore, should be read together with those documents.

Gulf Power Company

Business Generation, transmission, distribution and sale of electric energy

Service Area Approximately 7,400 square miles within the northwestern portion of the State of Florida

Customers at December 31, 2004 395,774

Generating Capacity at December 31, 2004 (kilowatts) 2,711,900

Sources of Generation during 2004 (kilowatt-hours) Coal (84%), Gas (16%)

Certain Ratios

The following table sets forth the Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges Plus Preferred Dividend Requirements (Pre-Income Tax Basis) for the periods indicated.

	Year Ended December 31,					Six Months Ended June 30, 2005(1)
	2000	2001	2002	2003	2004
Ratio of Earnings to Fixed Charges(2)	3.38	3.64	3.52	3.86	3.93	3.83
Ratio of Earnings to Fixed Charges Plus Preferred Dividend Requirements (Pre-Income Tax Basis)(3)	3.34	3.60	3.50	3.83	3.90	3.80

(1) Due to seasonal variations in the demand for energy, operating results for the six months ended June 30, 2005 do not necessarily indicate operating results for the entire year.

(2) This ratio is computed as follows: (i) “Earnings” have been calculated by adding to “Earnings Before Income Taxes” “Interest expense, net of amounts capitalized,” “Interest expense to affiliate trusts,” “Distributions on mandatorily redeemable preferred securities” and the debt portion of allowance for funds used during construction, and (ii) “Fixed Charges” consist of “Interest expense, net of amounts capitalized,” “Interest expense to affiliate trusts,” “Distributions on mandatorily redeemable preferred securities” and the debt portion of allowance for funds used during construction.

(3) In computing this ratio, “Preferred Dividend Requirements” represent the before tax earnings necessary to pay such dividends, computed at the effective tax rates for the applicable periods.

4

RECENT DEVELOPMENTS

On September 15, 2005, the Board of Directors of the Company approved the Company’s domestication in the State of Florida, subject to approval of the Company’s common stockholder. It is anticipated that such domestication will occur in November 2005. Following the domestication, the Company will be subject to the provisions of the Florida Business Corporation Act, rather than the Maine Business Corporation Act. On September 16, 2005, the Company issued a notice of redemption to the holders of all of the Company’s outstanding preferred stock. The redemption is scheduled to occur on October 17, 2005.

THE TRUSTS

Each Trust is a statutory trust created under Delaware law pursuant to the filing of a certificate of trust with the Delaware Secretary of State on April 7, 2003. Each Trust’s business is defined in a trust agreement, executed by the Company, as Depositor, and the Delaware Trustee of each Trust. This trust agreement of each Trust will be amended and restated in its entirety substantially in the form filed as an exhibit to the Registration Statement of which this Prospectus forms a part (the “Trust Agreement”). Each Trust Agreement will be qualified as an indenture under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The Company will own all of the common securities (the “Common Securities” and, together with the Preferred Securities, the “Trust Securities”) of each Trust. The Trust Securities represent undivided beneficial interests in the assets of the respective Trusts. Each Trust exists for the exclusive purposes of (i) issuing its Trust Securities representing undivided beneficial interests in the assets of such Trust, (ii) investing the gross proceeds of its Trust Securities in a related series of Junior Subordinated Notes, and (iii) engaging in only those other activities necessary, appropriate, convenient or incidental to these purposes. The payment of periodic cash distributions on the Preferred Securities of each Trust and payments on liquidation and redemption with respect to the Preferred Securities of each Trust, in each case to the extent each Trust has funds legally and immediately available for these purposes, will be guaranteed by the Company (individually, a “Guarantee” and collectively, the “Guarantees”) to the extent set forth under “Description of the Guarantees.”

Each Trust’s business and affairs will be conducted by its trustees, which shall be appointed by the Company as the holder of the Common Securities: two officers of the Company as Administrative Trustees; JPMorgan Chase Bank, N.A. as Property Trustee; and Chase Bank USA, National Association as Delaware Trustee (collectively, the “Securities Trustees”). The Property Trustee of each Trust will act as the indenture trustee with respect to such Trust for purposes of compliance with the provisions of the 1939 Act.

The principal place of business of each Trust shall be c/o the Company, 500 Bayfront Parkway, Pensacola, Florida 32520, telephone (850) 444-6111, Attn: Treasurer.

Reference is made to the Prospectus Supplement relating to the Preferred Securities of a Trust for further information concerning such Trust.

ACCOUNTING TREATMENT OF THE TRUSTS

For financial reporting purposes, each Trust is a variable interest entity. The Company does not meet the definition of primary beneficiary and therefore accounts for its investment in each Trust under the equity method in accordance with Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities.” The Junior Subordinated Notes payable to each Trust will be presented as a separate line item in the Company’s balance sheet. Interest payable on the Junior Subordinated Notes will be reflected as a separate line item on the Company’s income statement and appropriate disclosures concerning the Preferred Securities, the Guarantees and the Junior Subordinated Notes will be included in the notes to the Company’s financial statements.

5

USE OF PROCEEDS

Each Trust will invest the proceeds received from the sale of its Preferred Securities in Junior Subordinated Notes. Except as may be otherwise described in an applicable Prospectus Supplement, the net proceeds received by the Company from such investment and any proceeds received from the sale of its new Stock, its Preference Stock, its Depositary Shares or its Senior Notes or other sales of its Junior Subordinated Notes will be used in connection with its ongoing construction program, to pay scheduled maturities and/or refundings of its securities, to repay short-term indebtedness to the extent outstanding and for other general corporate purposes.

DESCRIPTION OF THE NEW STOCK

Set forth below is a description of the general terms of the new Stock. The statements in this Prospectus concerning the new Stock are an outline and do not purport to be complete. Such statements make use of defined terms and are qualified in their entirety by reference to the Restated Articles of Incorporation of the Company (the “Charter”) and the amendments thereto, a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part for complete statements and for the definitions of various terms. The general provisions which apply to the preferred stock of the Company of all classes, which are now or may at a later time be authorized or created, are set forth in the Charter.

General

The new Stock is to be a series of the Company’s Class A Preferred Stock to be established and designated by resolutions of the Board of Directors of the Company which, when filed with the applicable Secretary of State, will constitute an amendment to the Charter.

As of June 30, 2005, there were no outstanding shares of the Class A Preferred Stock. In addition to the Class A Preferred Stock, the Company has authorized 801,626 shares of Preferred Stock, cumulative, par value of $100 per share. As of June 30, 2005, there were outstanding 42,361 shares of the Preferred Stock. On September 16, 2005, the Company issued a notice of redemption of all of the outstanding shares of Preferred Stock. The redemption of all of the outstanding shares of the Preferred Stock is scheduled to occur on October 17, 2005.

The new Stock will not be subject to further calls or assessment by the Company.

Any proposed listing of the new Stock on a securities exchange will be described in the applicable Prospectus Supplement.

Transfer Agent and Registrar

Unless otherwise indicated in the applicable Prospectus Supplement, the transfer agent for the new Stock will be Southern Company Services, Inc., 270 Peachtree Street, N.W., Atlanta, Georgia 30303, which will also serve as the registrar.

Dividend Rights and Provisions

Dividends on the new Stock are payable, when and if declared by the Board of Directors, at the rate per annum determined for each respective series. Unless otherwise indicated in the applicable Prospectus Supplement, dividends will be payable to holders of record of the new Stock as they appear on the books of the Company on the record dates fixed by the Board of Directors.

The applicable Prospectus Supplement will set forth the par value of the new Stock, the dividend rate provisions of the new Stock, including the payment dates and the rate or rates, or the method of determining the rate or rates (which may involve periodic dividend rate settings through remarketing or auction procedures or pursuant to one or more formulae, as described in the applicable Prospectus Supplement), and whether dividends shall be cumulative and, if so, from which date or dates.

6

Redemption Provisions

The redemption provisions applicable to the new Stock, including any restrictions on the repurchase or redemption of shares of the new Stock by the Company while there is any arrearage in the payment of dividends on other outstanding securities of the Company, will be described in the applicable Prospectus Supplement.

Voting Rights

The applicable Prospectus Supplement will describe the voting rights for each series of the new Stock.

Liquidation Rights

Upon voluntary or involuntary liquidation, the holders of the Preferred Stock and Class A Preferred Stock of each series, without preference among series, are entitled to receive the amount specified to be payable on the shares of such series before any distribution of assets may be made to the holders of the Preference Stock, the Depositary Shares and the Common Stock. Available assets, if insufficient to pay such amounts to the holders of the Preferred Stock and Class A Preferred Stock, are to be distributed pro rata to the payment, first of the amount per share payable in the event of involuntary liquidation, second of accrued dividends and third of any premium.

Sinking Fund

The terms and conditions of a sinking or purchase fund, if any, for the benefit of the holders of the new Stock will be set forth in the applicable Prospectus Supplement.

Other Rights

The holders of the new Stock do not have any pre-emptive or conversion rights, except as otherwise described in the applicable Prospectus Supplement.

DESCRIPTION OF THE PREFERENCE STOCK

Preference Stock is a proposed new class of capital stock of the Company that will rank junior to the Preferred Stock and Class A Preferred Stock and senior to the Common Stock. An amendment to the Charter establishing the Preference Stock is required to be submitted for adoption by the holder of the Common Stock of the Company, and, if adopted, the Company will be authorized to issue Preference Stock. The Board of Directors will determine the specific terms, rights, preferences, limitations and restrictions of each series of Preference Stock and such provisions will be included in a subsequent amendment to the Charter for each series. The Prospectus Supplement for a series of Preference Stock will describe the terms, rights, preferences, limitations and restrictions of the Preference Stock offered by that Prospectus Supplement. A copy of such amendments to the Charter will be filed as exhibits to the Registration Statement of which this Prospectus forms a part. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference, to the amendment to the Charter establishing the Preference Stock, the form of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part.

The terms, rights, preferences, limitations and restrictions of the Preference Stock to be determined and set forth in the applicable Prospectus Supplement include the following: (i) the total number of shares of Preference Stock authorized to be issued; (ii) the designation of the series; (iii) the total number of shares of a series being offered; (iv) the general or special voting rights of such shares, if any; (v) the price or prices at which shares will be offered and sold; (vi) the dividend rate, period and payment date or method of calculation applicable to the Preference Stock; (vii) the date from which dividends on the Preference Stock accumulate, if applicable; (viii) the mandatory or optional sinking fund, purchase fund or similar provisions, if any; (ix) the dates, prices and other terms of any optional or mandatory redemption; (x) the relative ranking and preferences of the Preference Stock as to dividend rights and rights upon liquidation (whether voluntary or involuntary), dissolution or winding

7

up of the Company’s affairs; (xi) the procedures for auction and remarketing, if any, of the shares; (xi) any listing of the shares on a securities exchange; and (xii) any other specific terms, preferences, rights, limitations or restrictions.

DESCRIPTION OF THE DEPOSITARY SHARES

Set forth below is a description of the general terms of the Depositary Shares. The statements in this Prospectus concerning the Depositary Shares and the Deposit Agreement (as defined below) are an outline and do not purport to be complete. Such statements make use of defined terms and are qualified in their entirety by express reference to the Deposit Agreement (which contains the form of Depositary Receipt (as defined below)), a form of which is an exhibit to the Registration Statement of which this Prospectus forms a part or incorporated by reference to the Registration Statement.

General:    The Company may, at its option, elect to offer Depositary Shares. Each Depositary Share will represent a fraction of a share of Preference Stock as described in the Prospectus Supplement. The shares of Preference Stock represented by the Depositary Shares will be deposited under a Deposit Agreement (the “Deposit Agreement”), among the Company, the Depositary named in the Deposit Agreement (the “Depositary”) and all holders from time to time of the depositary receipts (the “Depositary Receipts”) issued under the Deposit Agreement. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Preference Stock (including dividend, voting and liquidation rights) and subject, proportionately, to all of the limitations of the Preference Stock contained in the Charter summarized under “Description of the Preference Stock” in this Prospectus. The Depositary Shares are evidenced by Depositary Receipts issued pursuant to the Deposit Agreement.

Any proposed listing of the Depositary Shares on a securities exchange will be described in the Prospectus Supplement.

Issuance of Depositary Receipts:    Immediately following the issuance of the Preference Stock, the Company will deposit the Preference Stock with the Depositary, which will then execute and deliver the Depositary Receipts to the Company. The Company will, in turn, deliver the Depositary Receipts to the underwriters or purchasers. Depositary Receipts will be issued evidencing only whole Depositary Shares.

Withdrawal of Preference Stock:    Upon surrender of Depositary Receipts at the corporate trust office of the Depositary, the owner of the Depositary Shares evidenced by such Depositary Receipts is entitled to delivery at such office of certificates evidencing the number of shares of Preference Stock (but only in whole shares of Preference Stock) represented by such Depositary Shares. If the Depositary Receipts delivered by the holder evidence a number of Depositary Shares in excess of the number of whole shares of Preference Stock to be withdrawn, the Depositary will deliver to such holder at the same time a new Depositary Receipt evidencing such excess number of Depositary Shares. The Company does not expect that there will be any public trading market for the Preference Stock, except as represented by the Depositary Shares.

Redemption of Depositary Shares:    The Depositary Shares will be redeemed, upon not less than 15 nor more than 60 days’ notice, using the cash proceeds received by the Depositary resulting from the redemption, in whole or in part, at the Company’s option, but subject to the applicable terms and conditions, of shares of Preference Stock held by the Depositary. The redemption price per Depositary Share will be equal to the fraction of the redemption price per share applicable to the Preference Stock. Whenever the Company redeems shares of the Preference Stock held by the Depositary, the Depositary will redeem as of the same redemption date the number of Depositary Shares representing the shares of Preference Stock so redeemed. If less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will be selected pro rata (as nearly as may be) or by lot or by such other equitable method as the Depositary may determine.

Dividends and Other Distributions:    The Depositary will distribute all cash dividends or other cash distributions received in respect of Preference Stock to the record holders of Depositary Receipts in proportion, insofar as practicable, to the number of Depositary Shares owned by such holders. In the event of a distribution

8

other than in cash, the Depositary will distribute property received by it to the record holders of Depositary Receipts entitled to such property, unless the Depositary determines that it is not feasible to make such distribution, in which case the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such property and distribution of the net proceeds from such sale to such holders. The amount distributed in any of the foregoing cases will be reduced by any amounts required to be withheld by the Company or the Depositary on account of taxes or otherwise required pursuant to law, regulation or court process.

Record Date:    Whenever (i) any cash dividend or other cash distribution shall become payable, any distribution other than cash shall be made, or any rights, preferences or privileges shall be offered with respect to the Preference Stock or (ii) the Depositary shall receive notice of any meeting at which holders of Preference Stock are entitled to vote or of which holders of Preference Stock are entitled to notice, the Depositary shall in each such instance fix a record date (which shall be the record date fixed by the Company with respect to the Preference Stock) for the determination of the holders of Depositary Receipts who shall be entitled to (y) receive such dividend, distribution, rights, preferences or privileges or the net proceeds of such sale or (z) give instructions for the exercise of voting rights at such meeting or receive notice of such meeting.

Voting Preference Stock:    Upon receipt of notice of any meeting at which the holders of Preference Stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of Depositary Receipts. The record holders of Depositary Receipts on the record date (which will be the same date as the record date for the Preference Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preference Stock represented by their respective Depositary Receipts. The Depositary will endeavor insofar as practicable to vote or cause to be voted the amount of Preference Stock represented by such Depositary Receipts in accordance with such instructions, and the Company has agreed to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to do so. The Depositary will abstain from voting the Preference Stock to the extent it does not receive specific instructions from the holders of the Depositary Receipts.

Amendment and Termination of Deposit Agreement:    The form of the Depositary Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended or modified in any respect by agreement between the Company and the Depositary. Any amendment which imposes any fees or charges (other than taxes, fees and charges provided for in the Deposit Agreement) on the holders of Depositary Receipts, or which otherwise prejudices any substantial existing right of holders of Depositary Receipts, will not become effective as to outstanding Depositary Receipts until the expiration of 90 days after notice of such amendment shall have been given to the record holders of outstanding Depositary Receipts. Every holder of an outstanding Depositary Receipt at the time any such amendment so becomes effective shall be deemed, by continuing to hold such Depositary Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended. In no event may any amendment impair the right of the holder of any Depositary Receipt, subject to the conditions of the Deposit Agreement, to surrender such Depositary Receipt and receive the Preference Stock represented by such Depositary Receipt, except in order to comply with mandatory provisions of applicable law.

Whenever so directed by the Company, the Depositary will terminate the Deposit Agreement by mailing notice of such termination to the record holders of all Depositary Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment. If any Depositary Receipts remain outstanding after the date of termination, the Depositary will discontinue the transfer of Depositary Receipts, will suspend the distribution of dividends to the holders of Depositary Receipts and will not give any further notices (other than notice of such termination) or perform any further acts under the Deposit Agreement except that the Depositary will continue to collect dividends and other distributions pertaining to the Preference Stock and deliver Preference Stock together with such dividends and distributions and the net proceeds of any sale of any rights, preferences, privileges or other property in exchange

9

for Depositary Receipts surrendered. At any time after the expiration of two years from the date of termination, the Depositary may sell the Preference Stock then held by it at public or private sale at such place or places and upon such terms as it deems proper and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it, without liability for interest, for the pro rata benefit of the holders of Depositary Receipts which have not been surrendered. Any such moneys unclaimed by the holders of Depositary Receipts more than two years from the date of termination of the Deposit Agreement will, upon request of the Company, be paid to it, and after such payment, the holders of Depositary Receipts entitled to the funds so paid to the Company shall look only to the Company for payment without interest. The Company does not intend to terminate the Deposit Agreement or to permit the resignation of the Depositary without appointing a successor depositary.

Charges of Depositary:    The Company will pay all charges of the Depositary including charges for the initial deposit of the Preference Stock and delivery of Depositary Receipts and withdrawals of Preference Stock by the holders of Depositary Receipts, except for taxes (including transfer taxes, if any) and such charges as are expressly provided in the Deposit Agreement to be at the expense of the persons depositing Preference Stock or holders of Depositary Receipts.

Miscellaneous:    The Depositary will make available for inspection by holders of Depositary Receipts at its corporate trust office any reports and communications received from the Company which are made generally available to the holders of Preference Stock by the Company.

Neither the Depositary nor the Company will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the Deposit Agreement. The obligations of the Depositary and the Company under the Deposit Agreement are limited to performance in good faith of their duties under the Deposit Agreement, and they are not obligated to prosecute or defend any legal proceeding in respect of the Preference Stock, the Depositary Receipts or the Depositary Shares unless satisfactory indemnity is furnished. The Depositary and the Company may rely upon advice of or information from counsel, accountants or other persons believed to be competent and on documents believed to be genuine.

The Depositary may at any time resign or be removed by the Company, effective upon the acceptance by its successor of its appointment.

DESCRIPTION OF THE SENIOR NOTES

Set forth below is a description of the general terms of the Senior Notes. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Senior Note Indenture, dated as of January 1, 1998, between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the “Senior Note Indenture Trustee”), as to be supplemented by a supplemental indenture to the Senior Note Indenture establishing the Senior Notes of each series (the Senior Note Indenture, as so supplemented, is referred to as the “Senior Note Indenture”), the forms of which are filed as exhibits to the Registration Statement of which this Prospectus forms a part. The terms of the Senior Notes will include those stated in the Senior Note Indenture and those made a part of the Senior Note Indenture by reference to the 1939 Act. Certain capitalized terms used in this Prospectus and not defined in this Prospectus are defined in the Senior Note Indenture.

General

The Senior Notes will be issued as unsecured senior debt securities under the Senior Note Indenture and will rank equally with all other unsecured and unsubordinated debt of the Company. The Senior Notes will be effectively subordinated to all secured debt of the Company, including its first mortgage bonds, aggregating approximately $108,000,000 outstanding at June 30, 2005. The Senior Note Indenture does not limit the aggregate principal amount of Senior Notes that may be issued under the Senior Note Indenture and provides that

10

Senior Notes may be issued from time to time in one or more series pursuant to an indenture supplemental to the Senior Note Indenture. The Senior Note Indenture gives the Company the ability to reopen a previous issue of Senior Notes and issue additional Senior Notes of such series, unless otherwise provided.

Reference is made to the Prospectus Supplement that will accompany this Prospectus for the following terms of the series of Senior Notes being offered by such Prospectus Supplement: (i) the title of such Senior Notes; (ii) any limit on the aggregate principal amount of such Senior Notes; (iii) the date or dates on which the principal of such Senior Notes is payable; (iv) the rate or rates at which such Senior Notes shall bear interest, if any, or any method by which such rate or rates will be determined, the date or dates from which such interest will accrue, the interest payment dates on which such interest shall be payable, and the regular record date for the interest payable on any interest payment date; (v) the place or places where the principal of (and premium, if any) and interest, if any, on such Senior Notes shall be payable; (vi) the period or periods within which, the price or prices at which and the terms and conditions on which such Senior Notes may be redeemed, in whole or in part, at the option of the Company or at the option of the holder prior to their maturity; (vii) the obligation, if any, of the Company to redeem or purchase such Senior Notes; (viii) the denominations in which such Senior Notes shall be issuable; (ix) if other than the principal amount of the Senior Notes, the portion of the principal amount of such Senior Notes which shall be payable upon declaration of acceleration of the maturity of such Senior Notes; (x) any deletions from, modifications of or additions to the Events of Default or covenants of the Company as provided in the Senior Note Indenture pertaining to such Senior Notes; (xi) whether such Senior Notes shall be issued in whole or in part in the form of a Global Security; and (xii) any other terms of such Senior Notes.

The Senior Note Indenture does not contain provisions that afford holders of Senior Notes protection in the event of a highly leveraged transaction involving the Company.

Events of Default

The Senior Note Indenture provides that any one or more of the following described events with respect to the Senior Notes of any series, which has occurred and is continuing, constitutes an “Event of Default” with respect to the Senior Notes of such series:

(a)  failure for 10 days to pay interest on the Senior Notes of such series, when due on an interest payment date other than at maturity or upon earlier redemption; or

(b)  failure to pay principal or premium, if any, or interest on the Senior Notes of such series when due at maturity or upon earlier redemption; or

(c)  failure for three Business Days to deposit any sinking fund payment when due by the terms of a Senior Note of such series; or

(d)  failure to observe or perform any other covenant or warranty of the Company in the Senior Note Indenture (other than a covenant or warranty which has expressly been included in the Senior Note Indenture solely for the benefit of one or more series of Senior Notes other than such series) for 90 days after written notice to the Company from the Senior Note Indenture Trustee or the holders of at least 25% in principal amount of the outstanding Senior Notes of such series; or

(e)  certain events of bankruptcy, insolvency or reorganization of the Company.

The holders of not less than a majority in aggregate outstanding principal amount of the Senior Notes of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Senior Note Indenture Trustee with respect to the Senior Notes of such series. If a Senior Note Indenture Event of Default occurs and is continuing with respect to the Senior Notes of any series, then the Senior Note Indenture Trustee or the holders of not less than 25% in aggregate outstanding principal amount of the Senior Notes of such series may declare the principal amount of the Senior Notes due and payable immediately by notice in writing to the Company (and to the Senior Note Indenture Trustee if given by the holders), and upon

11

any such declaration such principal amount shall become immediately due and payable. At any time after such a declaration of acceleration with respect to the Senior Notes of any series has been made and before a judgment or decree for payment of the money due has been obtained as provided in Article Five of the Senior Note Indenture, the holders of not less than a majority in aggregate outstanding principal amount of the Senior Notes of such series may rescind and annul such declaration and its consequences if the default has been cured or waived and the Company has paid or deposited with the Senior Note Indenture Trustee a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration and all sums paid or advanced by the Senior Note Indenture Trustee, including reasonable compensation and expenses of the Senior Note Indenture Trustee.

The holders of not less than a majority in aggregate outstanding principal amount of the Senior Notes of any series may, on behalf of the holders of all the Senior Notes of such series, waive any past default with respect to such series, except (i) a default in the payment of principal or interest or (ii) a default in respect of a covenant or provision which under Article Nine of the Senior Note Indenture cannot be modified or amended without the consent of the holder of each outstanding Senior Note of such series affected.

Registration and Transfer

The Company shall not be required to (i) issue, register the transfer of or exchange Senior Notes of any series during a period of 15 days immediately preceding the date notice is given identifying the Senior Notes of such series called for redemption, or (ii) register the transfer of or exchange any Senior Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part.

Payment and Paying Agent

Unless otherwise indicated in an applicable Prospectus Supplement, payment of principal of any Senior Notes will be made only against surrender to the Paying Agent of such Senior Notes. Principal of and interest on Senior Notes will be payable subject to any applicable laws and regulations, at the office of such Paying Agent or Paying Agents as the Company may designate from time to time, except that, at the option of the Company, payment of any interest may be made by wire transfer or by check mailed to the address of the person entitled to an interest payment as such address shall appear in the Security Register with respect to the Senior Notes. Payment of interest on Senior Notes on any interest payment date will be made to the person in whose name the Senior Notes (or predecessor security) are registered at the close of business on the record date for such interest payment.

Unless otherwise indicated in an applicable Prospectus Supplement, the Senior Note Indenture Trustee will act as Paying Agent with respect to the Senior Notes. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agents or approve a change in the office through which any Paying Agent acts.

All moneys paid by the Company to a Paying Agent for the payment of the principal of or interest on the Senior Notes of any series which remain unclaimed at the end of two years after such principal or interest shall have become due and payable will be repaid to the Company, and the holder of such Senior Notes will from that time forward look only to the Company for payment of such principal and interest.

Modification

The Senior Note Indenture contains provisions permitting the Company and the Senior Note Indenture Trustee, with the consent of the holders of not less than a majority in principal amount of the outstanding Senior Notes of each series that is affected, to modify the Senior Note Indenture or the rights of the holders of the Senior Notes of such series; provided, that no such modification may, without the consent of the holder of each outstanding Senior Note that is affected, (i) change the stated maturity of the principal of, or any installment of

12

principal of or interest on, any Senior Note, or reduce the principal amount of any Senior Note or the rate of interest on any Senior Note or any premium payable upon the redemption thereof, or change the method of calculating the rate of interest on any Senior Note, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity of any Senior Note (or, in the case of redemption, on or after the redemption date), or (ii) reduce the percentage of principal amount of the outstanding Senior Notes of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Senior Note Indenture or certain defaults under the Senior Note Indenture and their consequences) provided for in the Senior Note Indenture, or (iii) modify any of the provisions of the Senior Note Indenture relating to supplemental indentures, waiver of past defaults, or waiver of certain covenants, except to increase any such percentage or to provide that certain other provisions of the Senior Note Indenture cannot be modified or waived without the consent of the holder of each outstanding Senior Note that is affected.

In addition, the Company and the Senior Note Indenture Trustee may execute, without the consent of any holders of Senior Notes, any supplemental indenture for certain other usual purposes, including the creation of any new series of Senior Notes.

Consolidation, Merger and Sale

The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless (1) such other corporation or person is a corporation organized and existing under the laws of the United States, any state in the United States or the District of Columbia and such other corporation or person expressly assumes, by supplemental indenture executed and delivered to the Senior Note Indenture Trustee, the payment of the principal of (and premium, if any) and interest on all the Senior Notes and the performance of every covenant of the Senior Note Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (3) the Company has delivered to the Senior Note Indenture Trustee an officers’ certificate and an opinion of counsel, each stating that such transaction complies with the provisions of the Senior Note Indenture governing consolidation, merger, conveyance, transfer or lease and that all conditions precedent to the transaction have been complied with.

Information Concerning the Senior Note Indenture Trustee

The Senior Note Indenture Trustee, prior to an Event of Default with respect to Senior Notes of any series, undertakes to perform, with respect to Senior Notes of such series, only such duties as are specifically set forth in the Senior Note Indenture and, in case an Event of Default with respect to Senior Notes of any series has occurred and is continuing, shall exercise, with respect to Senior Notes of such series, the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to such provision, the Senior Note Indenture Trustee is under no obligation to exercise any of the powers vested in it by the Senior Note Indenture at the request of any holder of Senior Notes of any series, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred by the Senior Note Indenture Trustee. The Senior Note Indenture Trustee is not required to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties if the Senior Note Indenture Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.

JPMorgan Chase Bank, N.A., the Senior Note Indenture Trustee, also serves as Subordinated Note Indenture Trustee, as Property Trustee and as Guarantee Trustee. The Company and certain of its affiliates maintain deposit accounts and banking relationships with JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. also serves as trustee under other indentures pursuant to which securities of the Company and affiliates of the Company are outstanding.

Governing Law

The Senior Note Indenture and the Senior Notes will be governed by, and construed in accordance with, the internal laws of the State of New York.

13

Miscellaneous

The Company will have the right at all times to assign any of its rights or obligations under the Senior Note Indenture to a direct or indirect wholly-owned subsidiary of the Company; provided, that, in the event of any such assignment, the Company will remain primarily liable for all such obligations. Subject to the foregoing, the Senior Note Indenture will be binding upon and inure to the benefit of the parties of the Senior Note Indenture and their respective successors and assigns.

DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES

Set forth below is a description of the general terms of the Junior Subordinated Notes. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Subordinated Note Indenture, dated as of January 1, 1997, between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the “Subordinated Note Indenture Trustee”), as to be supplemented by a supplemental indenture to the Subordinated Note Indenture establishing the Junior Subordinated Notes of each series (the Subordinated Note Indenture, as so supplemented, is referred to as the “Subordinated Note Indenture”), the forms of which are filed as exhibits to the Registration Statement of which this Prospectus forms a part. The terms of the Junior Subordinated Notes will include those stated in the Subordinated Note Indenture and those made a part of the Subordinated Note Indenture by reference to the 1939 Act. Certain capitalized terms used in this Prospectus and not defined in this Prospectus are defined in the Subordinated Note Indenture.

General

The Junior Subordinated Notes will be issued as unsecured junior subordinated debt securities under the Subordinated Note Indenture. The Subordinated Note Indenture does not limit the aggregate principal amount of Junior Subordinated Notes that may be issued under the Subordinated Note Indenture and provides that Junior Subordinated Notes may be issued from time to time in one or more series pursuant to an indenture supplemental to the Subordinated Note Indenture. The Subordinated Note Indenture gives the Company the ability to reopen a previous issue of Junior Subordinated Notes and issue additional Junior Subordinated Notes of such series, unless otherwise provided.

Reference is made to the Prospectus Supplement that will accompany this Prospectus for the following terms of the series of Junior Subordinated Notes being offered by such Prospectus Supplement: (i) the title of such Junior Subordinated Notes; (ii) any limit on the aggregate principal amount of such Junior Subordinated Notes; (iii) the date or dates on which the principal of such Junior Subordinated Notes is payable; (iv) the rate or rates at which such Junior Subordinated Notes shall bear interest, if any, or any method by which such rate or rates will be determined, the date or dates from which such interest will accrue, the interest payment dates on which such interest shall be payable, and the regular record date for the interest payable on any interest payment date; (v) the place or places where the principal of (and premium, if any) and interest, if any, on such Junior Subordinated Notes shall be payable; (vi) the period or periods within which, the price or prices at which and the terms and conditions on which such Junior Subordinated Notes may be redeemed, in whole or in part, at the option of the Company or at the option of the holder prior to their maturity; (vii) the obligation, if any, of the Company to redeem or purchase such Junior Subordinated Notes; (viii) the denominations in which such Junior Subordinated Notes shall be issuable; (ix) if other than the principal amount of the Junior Subordinated Notes, the portion of the principal amount of such Junior Subordinated Notes which shall be payable upon declaration of acceleration of the maturity of such Junior Subordinated Notes; (x) any deletions from, modifications of or additions to the Events of Default or covenants of the Company as provided in the Subordinated Note Indenture pertaining to such Junior Subordinated Notes; (xi) whether such Junior Subordinated Notes shall be issued in whole or in part in the form of a Global Security; (xii) the right, if any, of the Company to extend the interest payment periods of such Junior Subordinated Notes; and (xiii) any other terms of such Junior Subordinated

14

Notes. The terms of each series of Junior Subordinated Notes issued to a Trust will correspond to those of the related Preferred Securities of such Trust as described in the Prospectus Supplement relating to such Preferred Securities.

The Subordinated Note Indenture does not contain provisions that afford holders of Junior Subordinated Notes protection in the event of a highly leveraged transaction involving the Company.

Subordination

The Junior Subordinated Notes are subordinated and junior in right of payment to all Senior Indebtedness (as defined below) of the Company. No payment of principal of (including redemption payments, if any), or premium, if any, or interest on (including Additional Interest (as defined below)) the Junior Subordinated Notes may be made if (a) any Senior Indebtedness is not paid when due and any applicable grace period with respect to such default has ended with such default not being cured or waived or otherwise ceasing to exist, or (b) the maturity of any Senior Indebtedness has been accelerated because of a default, or (c) notice has been given of the exercise of an option to require repayment, mandatory payment or prepayment or otherwise. Upon any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshalling of assets or liabilities, or any bankruptcy, insolvency or similar proceedings of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the holders of the Junior Subordinated Notes are entitled to receive or retain any payment or distribution. Subject to the prior payment of all Senior Indebtedness, the rights of the holders of the Junior Subordinated Notes will be subrogated to the rights of the holders of Senior Indebtedness to receive payments and distributions applicable to such Senior Indebtedness until all amounts owing on the Junior Subordinated Notes are paid in full.

The term “Senior Indebtedness” means, with respect to the Company, (i) any payment due in respect of indebtedness of the Company, whether outstanding at the date of execution of the Subordinated Note Indenture or incurred, created or assumed after the execution of the Subordinated Note Indenture, (a) in respect of money borrowed (including any financial derivative, hedging or futures contract or similar instrument) and (b) evidenced by securities, debentures, bonds, notes or other similar instruments issued by the Company that, by their terms, are senior or senior subordinated debt securities including, without limitation, all obligations under its indentures with various trustees; (ii) all capital lease obligations; (iii) all obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations of the Company under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business and long-term purchase obligations); (iv) all obligations for the reimbursement of any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction; (v) all obligations of the type referred to in clauses (i) through (iv) above of other persons the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i) through (v) above of other persons secured by any lien on any property or asset of the Company (whether or not such obligation is assumed by the Company), except for (1) any such indebtedness that is by its terms subordinated to or that ranks equally with the Junior Subordinated Notes and (2) any unsecured indebtedness between or among the Company or its affiliates. Such Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions contained in the Subordinated Note Indenture irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.

The Subordinated Note Indenture does not limit the aggregate amount of Senior Indebtedness that may be issued by the Company. As of June 30, 2005, Senior Indebtedness of the Company aggregated approximately $723,000,000.

Additional Interest

“Additional Interest” is defined in the Subordinated Note Indenture as (i) such additional amounts as may be required so that the net amounts received and retained by a holder of Junior Subordinated Notes (if the holder is a

15

Trust) after paying taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any other taxing authority will not be less than the amounts the holder would have received had no such taxes, duties, assessments or other governmental charges been imposed; and (ii) any interest due and not paid on an interest payment date, together with interest on such interest due from such interest payment date to the date of payment, compounded quarterly, on each interest payment date.

Certain Covenants

The Company covenants in the Subordinated Note Indenture, for the benefit of the holders of each series of Junior Subordinated Notes, that, (i) if at such time the Company shall have given notice of its election to extend an interest payment period for such series of Junior Subordinated Notes and such extension shall be continuing, (ii) if at such time the Company shall be in default with respect to its payment or other obligations under the Guarantee with respect to the Trust Securities, if any, related to such series of Junior Subordinated Notes, or (iii) if at such time an Event of Default under the Subordinated Note Indenture with respect to such series of Junior Subordinated Notes shall have occurred and be continuing, (a) the Company shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees other than the Guarantees) issued by the Company which rank equally with or junior to the Junior Subordinated Notes. None of the foregoing, however, shall restrict (i) any of the actions described in the preceding sentence resulting from any reclassifications of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, or (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged.

The Subordinated Note Indenture further provides that, for so long as the Trust Securities of any Trust remain outstanding, the Company covenants (i) to directly or indirectly maintain 100% ownership of the Common Securities of such Trust; provided, however, that any permitted successor of the Company under the Subordinated Note Indenture may succeed to the Company’s ownership of such Common Securities, and (ii) to use its reasonable efforts to cause such Trust (a) to remain a statutory trust, except in connection with the distribution of Junior Subordinated Notes to the holders of Trust Securities in liquidation of such Trust, the redemption of all of the Trust Securities of such Trust, or certain mergers, consolidations or amalgamations, each as permitted by the related Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.

Events of Default

The Subordinated Note Indenture provides that any one or more of the following described events with respect to the Junior Subordinated Notes of any series, which has occurred and is continuing, constitutes an “Event of Default” with respect to the Junior Subordinated Notes of such series:

(a)  failure for 10 days to pay interest on the Junior Subordinated Notes of such series, including any Additional Interest (as defined in clause (ii) of the definition of Additional Interest in the Subordinated Note Indenture) in respect of the Junior Subordinated Notes, when due on an interest payment date other than at maturity or upon earlier redemption; provided, however, that a valid extension of the interest payment period by the Company shall not constitute a default in the payment of interest for this purpose; or

(b)  failure for 10 days to pay Additional Interest (as defined in clause (i) of the definition of Additional Interest in the Subordinated Note Indenture); or

(c)  failure to pay principal or premium, if any, or interest, including Additional Interest (as defined in clause (ii) of the definition of Additional Interest in the Subordinated Note Indenture), on the Junior Subordinated Notes of such series when due at maturity or upon earlier redemption; or

16

(d)  failure for three Business Days to deposit any sinking fund payment when due by the terms of a Junior Subordinated Note of such series; or

(e)  failure to observe or perform any other covenant or warranty of the Company in the Subordinated Note Indenture (other than a covenant or warranty which has expressly been included in the Subordinated Note Indenture solely for the benefit of one or more series of Junior Subordinated Notes other than such series) for 90 days after written notice to the Company from the Subordinated Note Indenture Trustee or the holders of at least 25% in principal amount of the outstanding Junior Subordinated Notes of such series; or

(f)  certain events of bankruptcy, insolvency or reorganization of the Company.

The holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Subordinated Note Indenture Trustee with respect to the Junior Subordinated Notes of such series. If a Subordinated Note Indenture Event of Default occurs and is continuing with respect to the Junior Subordinated Notes of any series, then the Subordinated Note Indenture Trustee or the holders of not less than 25% in aggregate outstanding principal amount of the Junior Subordinated Notes of such series may declare the principal amount of the Junior Subordinated Notes due and payable immediately by notice in writing to the Company (and to the Subordinated Note Indenture Trustee if given by the holders), and upon any such declaration such principal amount shall become immediately due and payable. At any time after such a declaration of acceleration with respect to the Junior Subordinated Notes of any series had been made and before a judgment or decree for payment of the money due has been obtained as provided in Article Five of the Subordinated Note Indenture, the holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of such series may rescind and annul such declaration and its consequences if the default has been cured or waived and the Company has paid or deposited with the Subordinated Note Indenture Trustee a sum sufficient to pay all matured installments of interest (including any Additional Interest) and principal due otherwise than by acceleration and all sums paid or advanced by the Subordinated Note Indenture Trustee, including reasonable compensation and expenses of the Subordinated Note Indenture Trustee.

A holder of Preferred Securities may institute a legal proceeding directly against the Company, without first instituting a legal proceeding against the Property Trustee or any other person or entity, for enforcement of payment to such holder of principal of or interest on the Junior Subordinated Notes of the related series having a principal amount equal to the aggregate stated liquidation amount of the Preferred Securities of such holder on or after the due dates specified in the Junior Subordinated Notes of such series.

The holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of any series may, on behalf of the holders of all the Junior Subordinated Notes of such series, waive any past default with respect to such series, except (i) a default in the payment of principal or interest or (ii) a default in respect of a covenant or provision which under Article Nine of the Subordinated Note Indenture cannot be modified or amended without the consent of the holder of each outstanding Junior Subordinated Note of such series affected.

Registration and Transfer

The Company shall not be required to (i) issue, register the transfer of or exchange Junior Subordinated Notes of any series during a period of 15 days immediately preceding the date notice is given identifying the Junior Subordinated Notes of such series called for redemption, or (ii) register the transfer of or exchange any Junior Subordinated Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Junior Subordinated Note being redeemed in part.

Payment and Paying Agent

Unless otherwise indicated in an applicable Prospectus Supplement, payment of principal of any Junior Subordinated Notes will be made only against surrender to the Paying Agent of such Junior Subordinated Notes.

17

Principal of and interest on Junior Subordinated Notes will be payable, subject to any applicable laws and regulations, at the office of such Paying Agent or Paying Agents as the Company may designate from time to time, except that, at the option of the Company, payment of any interest may be made by wire transfer or by check mailed to the address of the person entitled to an interest payment as such address shall appear in the Security Register with respect to the Junior Subordinated Notes. Payment of interest on Junior Subordinated Notes on any interest payment date will be made to the person in whose name the Junior Subordinated Notes (or predecessor security) are registered at the close of business on the record date for such interest payment.

Unless otherwise indicated in an applicable Prospectus Supplement, the Subordinated Note Indenture Trustee will act as Paying Agent with respect to the Junior Subordinated Notes. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agents or approve a change in the office through which any Paying Agent acts.

All moneys paid by the Company to a Paying Agent for the payment of the principal of or interest on the Junior Subordinated Notes of any series which remain unclaimed at the end of two years after such principal or interest shall have become due and payable will be repaid to the Company, and the holder of such Junior Subordinated Notes will from that time forward look only to the Company for payment of such principal and interest.

Modification

The Subordinated Note Indenture contains provisions permitting the Company and the Subordinated Note Indenture Trustee, with the consent of the holders of not less than a majority in principal amount of the outstanding Junior Subordinated Notes of each series that is affected, to modify the Subordinated Note Indenture or the rights of the holders of the Junior Subordinated Notes of such series; provided, that no such modification may, without the consent of the holder of each outstanding Junior Subordinated Note that is affected, (i) change the stated maturity of the principal of, or any installment of principal of or interest on, any Junior Subordinated Note, or reduce the principal amount of any Junior Subordinated Note or the rate of interest (including Additional Interest) on any Junior Subordinated Note or any premium payable upon the redemption thereof, or change the method of calculating the rate of interest on any Junior Subordinated Note, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity of any Junior Subordinated Note (or, in the case of redemption, on or after the redemption date), or (ii) reduce the percentage of principal amount of the outstanding Junior Subordinated Notes of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Subordinated Note Indenture or certain defaults under the Subordinated Note Indenture and their consequences) provided for in the Subordinated Note Indenture, or (iii) modify any of the provisions of the Subordinated Note Indenture relating to supplemental indentures, waiver of past defaults, or waiver of certain covenants, except to increase any such percentage or to provide that certain other provisions of the Subordinated Note Indenture cannot be modified or waived without the consent of the holder of each outstanding Junior Subordinated Note that is affected, or (iv) modify the provisions of the Subordinated Note Indenture with respect to the subordination of the Junior Subordinated Notes in a manner adverse to such holder.

In addition, the Company and the Subordinated Note Indenture Trustee may execute, without the consent of any holders of Junior Subordinated Notes, any supplemental indenture for certain other usual purposes, including the creation of any new series of Junior Subordinated Notes.

Consolidation, Merger and Sale

The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless (1) such other corporation or person is a corporation organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such other corporation or person expressly assumes, by supplemental indenture

18

executed and delivered to the Subordinated Note Indenture Trustee, the payment of the principal of (and premium, if any) and interest (including Additional Interest) on all the Junior Subordinated Notes and the performance of every covenant of the Subordinated Note Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (3) the Company has delivered to the Subordinated Note Indenture Trustee an officers’ certificate and an opinion of counsel, each stating that such transaction complies with the provisions of the Subordinated Note Indenture governing consolidation, merger, conveyance, transfer or lease and that all conditions precedent to the transaction have been complied with.

Information Concerning the Subordinated Note Indenture Trustee

The Subordinated Note Indenture Trustee, prior to an Event of Default with respect to Junior Subordinated Notes of any series, undertakes to perform, with respect to Junior Subordinated Notes of such series, only such duties as are specifically set forth in the Subordinated Note Indenture and, in case an Event of Default with respect to Junior Subordinated Notes of any series has occurred and is continuing, shall exercise, with respect to Junior Subordinated Notes of such series, the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to such provision, the Subordinated Note Indenture Trustee is under no obligation to exercise any of the powers vested in it by the Subordinated Note Indenture at the request of any holder of Junior Subordinated Notes of any series, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred by the Subordinated Note Indenture Trustee. The Subordinated Note Indenture Trustee is not required to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties if the Subordinated Note Indenture Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.

JPMorgan Chase Bank, N.A., the Subordinated Note Indenture Trustee, also serves as Senior Note Indenture Trustee, as Property Trustee and as Guarantee Trustee. The Company and certain of its affiliates maintain deposit accounts and banking relationships with JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. also serves as trustee under other indentures pursuant to which securities of the Company and affiliates of the Company are outstanding.

Governing Law

The Subordinated Note Indenture and the Junior Subordinated Notes will be governed by, and construed in accordance with, the internal laws of the State of New York.

Miscellaneous

The Company will have the right at all times to assign any of its rights or obligations under the Subordinated Note Indenture to a direct or indirect wholly-owned subsidiary of the Company; provided, that, in the event of any such assignment, the Company will remain primarily liable for all such obligations. Subject to the foregoing, the Subordinated Note Indenture will be binding upon and inure to the benefit of the parties to the Subordinated Note Indenture and their respective successors and assigns.

DESCRIPTION OF THE PREFERRED SECURITIES

Each Trust may issue only one series of Preferred Securities having terms described in the Prospectus Supplement relating to the Preferred Securities. The Trust Agreement of each Trust will authorize the Administrative Trustees, on behalf of the Trust, to issue the Preferred Securities of such Trust. The Preferred Securities of each Trust will have such terms, including distributions, redemption, voting, liquidation rights and such other preferred, deferral or other special rights or such restrictions as shall be set forth in the Trust

19

Agreement of such Trust. Reference is made to the Prospectus Supplement relating to the Preferred Securities of a Trust for specific terms, including (i) the distinctive designation of such Preferred Securities; (ii) the number of Preferred Securities issued by such Trust; (iii) the annual distribution rate (or method of determining such rate) for Preferred Securities of such Trust and the date or dates on which such distributions shall be payable; (iv) whether distributions on such Preferred Securities shall be cumulative and, in the case of Preferred Securities having cumulative distribution rights, the date or dates, or method of determining the date or dates, from which distributions on such Preferred Securities shall be cumulative; (v) the amount or amounts that shall be paid out of the assets of such Trust to the holders of the Preferred Securities of such Trust upon voluntary or involuntary dissolution, winding-up or termination of such Trust; (vi) the obligation, if any, of such Trust to purchase or redeem such Preferred Securities and the price or prices at which, the period or periods within which, and the terms and conditions upon which such Preferred Securities shall be purchased or redeemed, in whole or in part, pursuant to such obligation; (vii) the voting rights, if any, of such Preferred Securities in addition to those required by law, including the number of votes per Preferred Security and any requirement for the approval by the holders of Preferred Securities as a condition to specified action or amendments to the Trust Agreement of such Trust; (viii) the rights, if any, to defer distributions on the Preferred Securities by extending the interest payment period on the related Junior Subordinated Notes; and (ix) any other relative rights, preferences, privileges, limitations or restrictions of such Preferred Securities not inconsistent with the Trust Agreement of such Trust or applicable law. All Preferred Securities offered by this Prospectus will be guaranteed by the Company to the extent set forth under “Description of the Guarantees.” Any material United States federal income tax considerations applicable to an offering of Preferred Securities will be described in the Prospectus Supplement relating to the Preferred Securities.

DESCRIPTION OF THE GUARANTEES

Set forth below is a summary of information concerning the Guarantees that will be executed and delivered by the Company for the benefit of the holders of Preferred Securities of the respective Trusts from time to time. Each Guarantee will be qualified as an indenture under the 1939 Act. JPMorgan Chase Bank, N.A. will act as indenture trustee under each Guarantee (the “Guarantee Trustee”) for purposes of the 1939 Act. The terms of the respective Guarantees will be those set forth in such Guarantee and those made part of such Guarantee by the 1939 Act. The following summary does not purport to be complete and is subject in all respects to the provisions of, and is qualified in its entirety by reference to, the Guarantees, the form of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part, and the 1939 Act. Each Guarantee will be held by the Guarantee Trustee for the benefit of holders of the Preferred Securities to which it relates.

General

Pursuant to each Guarantee, the Company will irrevocably and unconditionally agree, to the extent set forth in such Guarantee, to pay in full, to the holders of the related Preferred Securities, the Guarantee Payments (as defined below), to the extent not paid by, or on behalf of, the related Trust, regardless of any defense, right of set-off or counterclaim that the Company may have or assert against any person. The following payments or distributions with respect to the Preferred Securities of any Trust to the extent not paid or made by, or on behalf of, such Trust will be subject to the Guarantee related to the Preferred Securities (without duplication): (i) any accrued and unpaid distributions required to be paid on the Preferred Securities of such Trust but if and only if and to the extent that such Trust has funds legally and immediately available for these distributions, (ii) the redemption price, including all accrued and unpaid distributions to the date of redemption (the “Redemption Price”), with respect to any Preferred Securities called for redemption by such Trust, but if and only to the extent such Trust has funds legally and immediately available to pay such Redemption Price, and (iii) upon a dissolution, winding-up or termination of such Trust (other than in connection with the distribution of Junior Subordinated Notes to the holders of Trust Securities of such Trust or the redemption of all of the Preferred Securities of such Trust), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid distributions on the Preferred Securities of such Trust to the date of payment, to the extent such Trust has funds

20

legally and immediately available for such purpose, and (b) the amount of assets of such Trust remaining available for distribution to holders of Preferred Securities of such Trust in liquidation of such Trust (the “Guarantee Payments”). The Company’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Company to the holders of the related Preferred Securities or by causing the related Trust to pay such amounts to such holders.

Each Guarantee will be a guarantee of the Guarantee Payments with respect to the related Preferred Securities from the time of issuance of such Preferred Securities, but will not apply to the payment of distributions and other payments on such Preferred Securities when the related Trust does not have sufficient funds legally and immediately available to make such distributions or other payments. If the Company does not make interest payments on the Junior Subordinated Notes held by the Property Trustee under any Trust, such Trust will not make distributions on its Preferred Securities.

Subordination

The Company’s obligations under each Guarantee to make the Guarantee Payments will constitute an unsecured obligation of the Company and will rank (i) subordinate and junior in right of payment to all other liabilities of the Company, including the Junior Subordinated Notes, except those obligations or liabilities made equal or subordinate by their terms, (ii) equal to the most senior preferred or preference stock now issued by the Company or issued at a later date by the Company and with any guarantee now entered into by the Company or entered into at a later date by the Company in respect of any preferred or preference securities of any affiliate of the Company, and (iii) senior to all common stock of the Company. The terms of the Preferred Securities will provide that each holder of Preferred Securities by acceptance of the Preferred Securities agrees to the subordination provisions and other terms of the Guarantee related thereto. The Company has outstanding Preferred Stock that ranks equal to the Guarantees and common stock that ranks junior to the Guarantees.

Each Guarantee will constitute a guarantee of payment and not of collection (that is, the guaranteed party may institute a legal proceeding directly against the guarantor to enforce its rights under the guarantee without first instituting a legal proceeding against any other person or entity).

Amendments and Assignment

Except with respect to any changes that do not materially and adversely affect the rights of holders of the related Preferred Securities (in which case no consent will be required), each Guarantee may be amended only with the prior approval of the holders of not less than 66 ²/3% in liquidation amount of such outstanding Preferred Securities. The manner of obtaining any such approval of holders of the Preferred Securities will be as set forth in an accompanying Prospectus Supplement. All guarantees and agreements contained in each Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Company and shall inure to the benefit of the holders of the related Preferred Securities then outstanding.

Termination

Each Guarantee will terminate and be of no further force and effect as to the related Preferred Securities upon full payment of the Redemption Price of all such Preferred Securities, upon distribution of Junior Subordinated Notes to the holders of such Preferred Securities, or upon full payment of the amounts payable upon liquidation of the related Trust. Each Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the related Preferred Securities must restore payment of any sums paid with respect to such Preferred Securities or under such Guarantee.

Events of Default

An event of default under each Guarantee will occur upon the failure by the Company to perform any of its payment obligations under such Guarantee. The holders of a majority in liquidation amount of the Preferred

21

Securities to which any Guarantee relates have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of such Guarantee or to direct the exercise of any trust or power conferred upon the Guarantee Trustee under such Guarantee. Any holder of the related Preferred Securities may institute a legal proceeding directly against the Company to enforce its rights under such Guarantee without first instituting a legal proceeding against the Guarantee Trustee or any other person or entity. The holders of a majority in liquidation amount of Preferred Securities of any series may, by vote, on behalf of the holders of all the Preferred Securities of such series, waive any past event of default and its consequences.

Information Concerning the Guarantee Trustee

The Guarantee Trustee, prior to the occurrence of any event of default with respect to any Guarantee and after the curing or waiving of all events of default with respect to such Guarantee, undertakes to perform only such duties as are specifically set forth in such Guarantee and, in case an event of default has occurred, shall exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to such provisions, the Guarantee Trustee is under no obligation to exercise any of the powers vested in it by any Guarantee at the request of any holder of the related Preferred Securities, unless offered reasonable indemnity against the costs, expenses and liabilities which might be incurred by the Guarantee Trustee.

JPMorgan Chase Bank, N.A., the Guarantee Trustee, also serves as Property Trustee, as Senior Note Indenture Trustee and as Subordinated Note Indenture Trustee. The Company and certain of its affiliates maintain deposit accounts and banking relationships with JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. serves as trustee under other indentures pursuant to which securities of the Company and affiliates of the Company are outstanding.

Governing Law

Each Guarantee will be governed by, and construed in accordance with, the internal laws of the State of New York.

The Agreements as to Expenses and Liabilities

Pursuant to an Agreement as to Expenses and Liabilities to be entered into by the Company under each Trust Agreement, the Company will irrevocably and unconditionally guarantee to each person or entity to whom each Trust becomes indebted or liable the full payment of any indebtedness, expenses or liabilities of such Trust, other than obligations of such Trust to pay to the holders of the related Preferred Securities or other similar interests in such Trust the amounts due such holders pursuant to the terms of such Preferred Securities or such other similar interests, as the case may be.

RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE JUNIOR SUBORDINATED NOTES AND THE GUARANTEES

As long as payments of interest and other payments are made when due on each series of Junior Subordinated Notes issued to a Trust, such payments will be sufficient to cover distributions and payments due on the related Trust Securities of such Trust primarily because (i) the aggregate principal amount of each series of Junior Subordinated Notes will be equal to the sum of the aggregate stated liquidation amount of the related Trust Securities; (ii) the interest rate and interest and other payment dates on each series of Junior Subordinated Notes will match the distribution rate and distribution and other payment dates for the related Preferred Securities; (iii) the Company shall pay for all costs and expenses of each Trust pursuant to the Agreements as to Expenses and Liabilities; and (iv) each Trust Agreement provides that the Securities Trustees thereunder shall not cause or permit the Trust to, among other things, engage in any activity that is not consistent with the purposes of the Trust.

22

Payments of distributions (to the extent funds for such purpose are legally and immediately available) and other payments due on the Preferred Securities (to the extent funds for such purpose are legally and immediately available) will be guaranteed by the Company as and to the extent set forth under “Description of the Guarantees.” If the Company does not make interest payments on any series of Junior Subordinated Notes, it is not expected that the related Trust will have sufficient funds to pay distributions on its Preferred Securities. Each Guarantee is a guarantee from the time of its issuance, but does not apply to any payment of distributions unless and until the related Trust has sufficient funds legally and immediately available for the payment of such distributions.

If the Company fails to make interest or other payments on any series of Junior Subordinated Notes when due (taking into account any extension period as described in the applicable Prospectus Supplement), the Trust Agreement provides a mechanism that allows the holders of the related Preferred Securities to appoint a substitute Property Trustee. Such holders may also direct the Property Trustee to enforce its rights under the Junior Subordinated Notes of such series, including proceeding directly against the Company to enforce such Junior Subordinated Notes. If the Property Trustee fails to enforce its rights under any series of Junior Subordinated Notes, to the fullest extent permitted by applicable law, any holder of related Preferred Securities may institute a legal proceeding directly against the Company to enforce the Property Trustee’s rights under such series of Junior Subordinated Notes without first instituting any legal proceeding against the Property Trustee or any other person or entity. Notwithstanding the foregoing, a holder of Preferred Securities may institute a legal proceeding directly against the Company, without first instituting a legal proceeding against the Property Trustee or any other person or entity, for enforcement of payment to such holder of principal of or interest on Junior Subordinated Notes of the related series having a principal amount equal to the aggregate stated liquidation amount of the Preferred Securities of such holder on or after the due dates specified in the Junior Subordinated Notes of such series.

If the Company fails to make payments under any Guarantee, such Guarantee provides a mechanism that allows the holders of the Preferred Securities to which such Guarantee relates to direct the Guarantee Trustee to enforce its rights under such Guarantee. In addition, any holder of Preferred Securities may institute a legal proceeding directly against the Company to enforce the Guarantee Trustee’s rights under the related Guarantee without first instituting a legal proceeding against the Guarantee Trustee or any other person or entity.

Each Guarantee, the Subordinated Note Indenture, the Junior Subordinated Notes of the related series, the related Trust Agreement and the related Agreement as to Expenses and Liabilities, as described above, constitute a full and unconditional guarantee by the Company of the payments due on the related series of Preferred Securities.

Upon any voluntary or involuntary dissolution, winding-up or termination of any Trust, unless Junior Subordinated Notes of the related series are distributed in connection with such action, the holders of the Preferred Securities of such Trust will be entitled to receive, out of assets legally available for distribution to holders, a liquidation distribution in cash as described in the applicable Prospectus Supplement. Upon any voluntary or involuntary liquidation or bankruptcy of the Company, the Property Trustee, as holder of the related series of Junior Subordinated Notes, would be a subordinated creditor of the Company, subordinated in right of payment to all Senior Indebtedness, but entitled to receive payment in full of principal and interest, before any stockholders of the Company receive payments or distributions. Because the Company is guarantor under each Guarantee and has agreed to pay for all costs, expenses and liabilities of each Trust (other than the Trust’s obligations to holders of the Preferred Securities) pursuant to the related Agreement as to Expenses and Liabilities, the positions of a holder of Preferred Securities and a holder of Junior Subordinated Notes of the related series relative to other creditors and to stockholders of the Company in the event of liquidation or bankruptcy of the Company would be substantially the same.

A default or event of default under any Senior Indebtedness would not constitute a default or Event of Default under the Subordinated Note Indenture. However, in the event of payment defaults under, or acceleration

23

of, Senior Indebtedness, the subordination provisions of the Junior Subordinated Notes provide that no payments may be made in respect of the Junior Subordinated Notes until such Senior Indebtedness has been paid in full or any payment default of Senior Indebtedness has been cured or waived. Failure to make required payments on the Junior Subordinated Notes of any series would constitute an Event of Default under the Subordinated Note Indenture with respect to the Junior Subordinated Notes of such series except that failure to make interest payments on the Junior Subordinated Notes of such series will not be an Event of Default during an extension period as described in the applicable Prospectus Supplement.

PLAN OF DISTRIBUTION

The Company may sell the new Stock, the Preference Stock, the Depositary Shares, the Senior Notes and the Junior Subordinated Notes and the Trusts may sell the Preferred Securities in one or more of the following ways from time to time: (i) to underwriters for resale to the public or to institutional investors; (ii) directly to institutional investors; or (iii) through agents to the public or to institutional investors. The Prospectus Supplement with respect to each series of new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities will set forth the terms of the offering of such new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities, including the name or names of any underwriters or agents, the purchase price of such new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities and the proceeds to the Company or the applicable Trust from such sale, any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation, any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchange on which such new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities may be listed.

If underwriters participate in the sale, such new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities will be acquired by the underwriters for their own account and may be resold 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.

Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase any series of new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of such series of new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities, if any are purchased.

Underwriters and agents may be entitled under agreements entered into with the Company and/or the applicable Trust to indemnification against certain civil liabilities, including liabilities under the 1933 Act. Underwriters and agents may engage in transactions with, or perform services for, the Company in the ordinary course of business.

Each series of new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities will be a new issue of securities and will have no established trading market. Any underwriters to whom new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities are sold for public offering and sale may make a market in such new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The new Stock, Preference Stock, Depositary Shares, Senior Notes, Junior Subordinated Notes or Preferred Securities may or may not be listed on a national securities exchange.

24

LEGAL MATTERS

Certain matters of Delaware law relating to the validity of the Preferred Securities will be passed upon on behalf of the Company and the Trusts by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel to the Company and the Trusts. The validity of the new Stock, the Preference Stock, the Depositary Shares, the Senior Notes, the Junior Subordinated Notes, the Guarantees and certain matters relating to such securities will be passed upon on behalf of the Company by Beggs & Lane, a Registered Limited Liability Partnership, Pensacola, Florida, and by Troutman Sanders LLP, Atlanta, Georgia. Certain legal matters will be passed upon for the Underwriters by Dewey Ballantine LLP, New York, New York. From time to time, Dewey Ballantine LLP acts as counsel to affiliates of the Company for some matters.

EXPERTS

The financial statements and the related financial statement schedule, incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the Company’s change in its method of accounting for asset retirement obligations), and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

25

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

The estimated expenses of issuance and distribution, other than underwriting discounts and commissions, to be borne by the Company are as follows:

Securities and Exchange Commission registration fee	$	16,478
Fees and expenses of trustees and/or Transfer Agent and Registrar		20,000
Listing fees of New York Stock Exchange		59,000
Printing expenses		90,000
Rating Agency fees		308,000
Services of Southern Company Services, Inc.		80,000
Fees and expenses of counsel		200,000
Blue sky fees and expenses		20,000
Fees of accountants		140,000
Miscellaneous expenses		56,522
Total	$	990,000

* Each Prospectus Supplement will reflect estimated expenses of the Company based upon the amount of the related offering.

Item 15.    Indemnification of Directors and Officers.

Subchapter 5 of Chapter 8 of the Maine Business Corporation Act provides that a corporation may indemnify, or if so provided in the articles of incorporation, bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders may obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification to, any person who was, is or is threatened to be made a defendant or respondent to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal, because that person is or was a director or officer, or while a director or officer of the corporation is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, against any obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred by that person with respect to any threatened, pending or completed action, suit or proceeding; provided that no indemnification shall be provided for any director with respect to any matter unless it shall have been determined by a majority of the disinterested members of the board of directors, special legal counsel or the corporation’s shareholders that the director has acted in good faith and in the reasonable belief that such director’s action was in the best interests of the corporation and in all other cases that the individual’s conduct was not opposed to the best interests of the corporation; or with respect to any criminal action or proceeding, had no reasonable cause to believe that such director’s conduct was unlawful. In addition, unless ordered by a court, a corporation may not indemnify one of the corporation’s officers or directors in connection with an action, suit or proceeding (i) by or in the right of the corporation, except for reasonable expenses incurred in connection with the action, suit or proceeding if it is determined that the officer or director acted in accordance with the standard above, or (ii) with respect to conduct for which the director or officer was adjudged liable on the basis that the director or officer received a financial benefit to which the director was not entitled, whether or not involving action in the director’s official capacity. The termination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent, shall not of itself be determinative that the person did not meet the standards above. A corporation may indemnify an officer of the corporation to the same extent as a director and, if the officer is an officer but not a director, to such further extent as may be provided in the corporation’s articles of incorporation, bylaws, a resolution of the corporation’s board of directors or a contract except for (i) liability in connection with an action, suit or proceeding by or in the right of the corporation other than reasonable expenses incurred in connection with the action, suit or proceeding, or (ii)

II-1

liability arising out of conduct that constitutes receipt by the officer of a financial benefit to which the officer is not entitled, an intentional infliction of harm on the corporation or its shareholders or an intentional violation of criminal law.

Section 21 of the By-laws of the Company provides in pertinent part as follows:

To the fullest extent permitted by law, the Company shall indemnify each person made, or threatened to be made, a party to any threatened, pending, or completed claim, action, suit or proceeding, whether civil or criminal, administrative or investigative, and whether by or in the right of the Company or otherwise, by reason of the fact that such person, or such person’s testator or intestate, is or was a director, officer or was an employee of the Company holding one or more management positions through and inclusive of managers (but not positions below the level of managers) (such positions being hereinafter referred to as “Management Positions”) or is or was serving at the request of the Company as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity at the request of the Company, against all loss and expense actually or reasonably incurred by him including, without limiting the generality of the foregoing, judgments, fines, penalties, liabilities, sanctions and amounts paid in settlement and attorneys fees and disbursements actually and necessarily incurred by him in defense of such action or proceeding, or any appeal therefrom. The indemnification provided by this Section shall inure to the benefit of the heirs, executors and administrators of such person.

In any case in which a director, officer of the Company or employee of the Company holding one or more Management Positions requests indemnification with respect to the defense of any such claim, action, suit or proceedings, the Company may advance expenses (including attorney’s fees) incurred by such person prior to the final disposition of such claim, action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of a written undertaking by or on behalf of such person to repay amounts advanced if it shall ultimately be determined that such person was not entitled to be indemnified by the Company under this Section or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the Company. Such a person claiming indemnification shall be entitled to indemnification upon a determination that no judgment or other final adjudication adverse to such person has established that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or such person personally obtained an economic benefit including a financial profit or other advantage to which such person was not legally entitled. Without limiting the generality of the foregoing provision, no former, present or future director or officer of the Company or employee of the Company holding one or more management positions, or his heirs, executors or administrators, shall be liable for any undertaking entered into by the Company or its subsidiaries or affiliates as required by the Securities and Exchange Commission pursuant to any rule or regulation of the Securities and Exchange Commission now or hereafter in effect or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any undertaking entered into by the Company due to environmental requirements including all legally enforceable environmental compliance obligations imposed by federal, state or local statute, regulation, permit, judicial or administrative decree, order and judgment or other similar means, or any undertaking entered into by the Company pursuant to any approved Company compliance plan or any federal or state or municipal ordinance which directly or indirectly regulates the Company, or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies or subsidiaries of public utility holding companies.

The foregoing rights shall not be exclusive of any other rights to which any such director, officer or employee may otherwise be entitled and shall be available whether or not the director, officer or employee continues to be a director, officer or employee at the time of incurring any such expenses and liabilities.

The Company has an insurance policy covering its liabilities and expenses which might arise in connection with its lawful indemnification of its directors and officers for certain of their liabilities and expenses and also covering its officers and directors against certain other liabilities and expenses.

II-2

Item 16.    Exhibits.

Exhibit Number
1.1	—Form of Underwriting Agreement relating to new Stock.*
1.2	—Form of Underwriting Agreement relating to the Preference Stock.*
1.3	—Form of Underwriting Agreement relating to the Depositary Shares.*
1.4	—Form of Underwriting Agreement relating to Senior Notes.*
1.5	—Form of Underwriting Agreement relating to Junior Subordinated Notes.*
1.6	—Form of Underwriting Agreement relating to Preferred Securities.*
4.1	—Senior Note Indenture between Gulf Power Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as Trustee (Designated in the Company’s Current Report on Form 8-K dated June 17, 1998, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated August 17, 1999, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated July 31, 2001, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated October 5, 2001, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated January 18, 2002, File No. 0-2429, as Exhibit 4.2 and in Form 8-K dated March 21, 2003, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated July 10, 2003, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated September 5, 2003, File No. 0-2429, as Exhibit 4.1, Form 8-K, dated April 6, 2004, File No. 0-2429, as Exhibit 4.1 and in Form 8-K, dated September 13, 2005, File No. 0-2429, as Exhibit 4.1).
4.2	—Form of Supplemental Indenture to Senior Note Indenture to be used in connection with the issuance of Senior Notes.*
4.3	—Subordinated Note Indenture between Gulf Power Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as Trustee (Designated in the Company’s Current Report on Form 8-K dated January 27, 1997, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated July 28, 1997, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated January 13, 1998, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated November 8, 2001, File No. 0-2429, as Exhibit 4.2 and in Form 8-K dated December 5, 2002, File No. 0-2429, as Exhibit 4.2).
4.4	—Form of Supplemental Indenture to Subordinated Note Indenture to be used in connection with the issuance of Junior Subordinated Notes.*
4.5	—Restated Articles of Incorporation of Gulf Power Company and amendments thereto through February 9, 2001. (Designated in Registration No. 33-43739 as Exhibit 4(b)-1, in Form 8-K dated January 15, 1992, File No. 0-2429, as Exhibit 1(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(b)-2, in Form 8-K dated September 22, 1993, File No. 0-2429, as Exhibit 4, in Form 8-K dated November 3, 1993, File No. 0-2429, as Exhibit 4, in the Company’s Form 10-K for the year ended December 31, 1997, File No. 0-2429, as Exhibit 3(d)2 and in the Company’s Form 10-K for the year ended December 31, 2000, File No. 0-2429, as Exhibit 3(d)2.)
4.6	—Form of Proposed Certificate of Resolution of the Board of Directors of Gulf Power Company establishing and designating the new Stock.*
4.7	—Form of Amendment to Charter establishing the Preference Stock.*
4.8	—By-laws of Gulf Power Company as amended effective July 26, 2002, and as presently in effect. (Designated in Gulf Power Company’s Form 10-K for the year ended December 31, 2002, File No. 0-2429, as Exhibit 3(d)2.)
4.9-A	—Certificate of Trust of Gulf Power Capital Trust V (Designated in Registration No. 333-104449 as Exhibit 4.5-A).
4.9-B	—Certificate of Trust of Gulf Power Capital Trust VI (Designated in Registration No. 333-104449 as Exhibit 4.5-B).
4.10-A	—Trust Agreement of Gulf Power Capital Trust V (Designated in Registration No. 333-104449 as Exhibit 4.6-A).
4.10-B	—Trust Agreement of Gulf Power Capital Trust VI (Designated in Registration No. 333-104449 as Exhibit 4.6-B).
4.11-A	—Form of Amended and Restated Trust Agreement of Gulf Power Capital Trust V (Designated in Registration No. 333-104449 as Exhibit 4.7-A).

II-3

Exhibit Number
4.11-B	—Form of Amended and Restated Trust Agreement of Gulf Power Capital Trust VI (Designated in Registration No. 333-104449 as Exhibit 4.7-B).
4.12-A	—Form of Preferred Security of Gulf Power Capital Trust V (included in Exhibit 4.11-A above).
4.12-B	—Form of Preferred Security of Gulf Power Capital Trust VI (included in Exhibit 4.11-B above).
4.13	—Form of Senior Note (included in Exhibit 4.2 above).
4.14	—Form of Junior Subordinated Note (included in Exhibit 4.4 above).
4.15-A	—Form of Guarantee relating to Gulf Power Capital Trust V (Designated in Registration No. 333-104449 as Exhibit 4.11-A).
4.15-B	—Form of Guarantee relating to Gulf Power Capital Trust VI (Designated in Registration No. 333-104449 as Exhibit 4.11-B).
4.16-A	—Form of Agreement as to Expenses and Liabilities relating to Gulf Power Capital Trust V (included in Exhibit 4.11-A above).
4.16-B	—Form of Agreement as to Expenses and Liabilities relating to Gulf Power Capital Trust VI (included in Exhibit 4.11-B above).
4.17	—Form of Deposit Agreement with respect to the Depositary Shares (including the form of Depositary Receipt to be issued thereunder).*
5.1	—Opinion of Beggs & Lane, a Registered Limited Liability Partnership.*
5.2	—Opinion of Troutman Sanders LLP.*
5.3-A	—Opinion of Richards, Layton & Finger, P.A. relating to Gulf Power Capital Trust V.
5.3-B	—Opinion of Richards, Layton & Finger, P.A. relating to Gulf Power Capital Trust VI.
12.1	—Computation of ratio of earnings to fixed charges.
12.2	—Computation of ratio of earnings to fixed charges plus preferred dividend requirements (pre-income tax basis).
23.1	—Consent of Deloitte & Touche LLP.
23.2	—Consent of Beggs & Lane, a Registered Limited Partnership (included in Exhibit 5.1 above).
23.3	—Consent of Troutman Sanders LLP (included in Exhibit 5.2 above).
23.4	—Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.3-A and 5.3-B above).
24.1	—Powers of Attorney and Resolution.
25.1	—Statement of Eligibility under Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank, N.A., as Senior Note Indenture Trustee.
25.2	—Statement of Eligibility under Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank, N.A., as Subordinated Note Indenture Trustee.
25.3	—Statement of Eligibility under Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank, N.A., as Property Trustee, relating to Gulf Power Capital Trust V.
25.4	—Statement of Eligibility under Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank, N.A., as Guarantee Trustee, relating to Gulf Power Capital Trust V.
25.5	—Statement of Eligibility under Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank, N.A., as Property Trustee, relating to Gulf Power Capital Trust VI.
25.6	—Statement of Eligibility under Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank, N.A., as Guarantee Trustee, relating to Gulf Power Capital Trust VI.

Exhibits listed above which have heretofore been filed with the Commission and which were designated as noted above are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith.

* To be subsequently filed or incorporated by reference.

II-4

Item 17.    Undertakings.

(a)  Undertaking related to Rule 415 offering:

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, S-8 or F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(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.

(b)  Undertaking related to filings incorporating subsequent Securities Exchange Act of 1934 documents by reference:

The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Undertaking related to acceleration of effectiveness:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful

II-5

defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their 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 public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)  The undersigned registrants hereby undertake that:

(1)  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 registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)  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 bona fide offering thereof.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gulf Power Company 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 Atlanta, State of Georgia, on the 23rd day of September, 2005.

GULF POWER COMPANY

By:                                                              SUSAN N. STORY,

President and Chief Executive Officer

By:                                                             /s/Wayne Boston

                                                                    WAYNE BOSTON,

Attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, Gulf Power Capital Trust V 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 Atlanta, State of Georgia, on the 23rd day of September, 2005.

GULF POWER CAPITAL TRUST V

By:                                                         GULF POWER COMPANY

Depositor

By:                                                             /s/Wayne Boston

                                                                    WAYNE BOSTON,

Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, Gulf Power Capital Trust VI 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 Atlanta, State of Georgia, on the 23rd day of September, 2005.

GULF POWER CAPITAL TRUST VI

By:                                                        GULF POWER COMPANY

Depositor

By:                                                              /s/Wayne Boston

                                                                     WAYNE BOSTON,

Assistant Secretary

II-7

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following directors and officers of Gulf Power Company in the capacities and on the date indicated.

Signature	Title	Date
SUSAN N. STORY	President, Chief Executive Officer and Director (Principal Executive Officer)

RONNIE R. LABRATo Vice President,
Chief Financial Officer and Comptroller
(Principal Financial and Accounting Officer)

C. LEDON ANCHORS 
WILLIAM C. CRAMER, JR. FRED C. DONOVAN, SR. WINSTON E. SCOTT }      ^Directors

  By                                /s/WAYNE BOSTON (Wayne Boston, Attorney-in-fact) September 23, 2005

II-8

EX-5

                                                                    Exhbit 5.3-A

                            Richards, Layton & Finger
                           A Professional Association
                                One Rodney Square
                              920 North King Street
                           Wilmington, Delaware 19801
                                 (302) 651-7700
                               Fax (302) 651-7701
                                   www.rlf.com


                               September 23, 2005
Gulf Power Capital Trust V
c/o Gulf Power Company
500 Bayfront Parkway
Pensacola, Florida   32520


                  Re:      Gulf Power Capital Trust V

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for Gulf Power
Company (the "Company"), and Gulf Power Capital Trust V, a Delaware statutory
trust (the "Trust" ), in connection with the matters set forth herein. At your
request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust, dated April 7, 2003 as filed with the
office of the Secretary of State of the State of Delaware (the "Secretary of
State") on April 7, 2003;

(b) The Trust Agreement of the Trust, dated as of April 7, 2003 between the
Company and the trustee of the Trust named therein;

(c) The Registration Statement (the "Registration Statement") on Form S-3,
including a preliminary prospectus with respect to the Trust (the "Prospectus"),
relating to the Preferred Securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities"), filed by the Company
and the Trust with the Securities and Exchange Commission on or about September
23, 2005;

(d) A form of Amended and Restated Trust Agreement for the Trust, to be entered
into between the Company, the trustees of the Trust named therein, and the
holders, from time to time, of the undivided beneficial interests in the assets
of the Trust (including Exhibits A and C thereto) (the "Trust Agreement"),
attached as an exhibit to the Registration Statement; and






Gulf Power Capital Trust V
September 23, 2005
Page 2



(e) A Certificate of Good Standing for the Trust, dated September 23, 2005,
obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate of Trust are in full force and effect and
have not been amended, (ii) except to the extent provided in paragraph 1 below,
the due organization or due formation, as the case may be, and valid existence
in good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its creation, organization or formation, (iii) the
legal capacity of natural persons who are parties to the documents examined by
us, (iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a certificate for such Preferred Security in the form
prescribed by the Trust Agreement and the payment for such Preferred Security,
in accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.






Gulf Power Capital Trust V
September 23, 2005
Page 3





                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in good standing as a
statutory trust under the Delaware Statutory Trust Act.

2. The Preferred Securities of the Trust will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

3. The Preferred Security Holders, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note that the Preferred Security Holders may be
obligated to make payments as set forth in the Trust Agreement.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.


                                Very truly yours,


                         /s/Richards, Layton & Finger PA






CDK

EX-5

                                                                   Exhibit 5.3-B


                            Richards, Layton & Finger
                           A Professional Association
                                One Rodney Square
                              920 North King Street
                           Wilmington, Delaware 19801
                                 (302) 651-7700
                               Fax (302) 651-7701
                                   www.rlf.com


                               September 23, 2005

Gulf Power Capital Trust VI
c/o Gulf Power Company
500 Bayfront Parkway
Pensacola, Florida   32520


                  Re:      Gulf Power Capital Trust VI

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for Gulf Power
Company (the "Company"), and Gulf Power Capital Trust VI, a Delaware statutory
trust (the "Trust" ), in connection with the matters set forth herein. At your
request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust, dated April 7, 2003 as filed with the
office of the Secretary of State of the State of Delaware (the "Secretary of
State") on April 7, 2003;

(b) The Trust Agreement of the Trust, dated as of April 7, 2003 between the
Company and the trustee of the Trust named therein;

(c) The Registration Statement (the "Registration Statement") on Form S-3,
including a preliminary prospectus with respect to the Trust (the "Prospectus"),
relating to the Preferred Securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities"), filed by the Company
and the Trust with the Securities and Exchange Commission on or about September
23, 2005;

(d) A form of Amended and Restated Trust Agreement for the Trust, to be entered
into between the Company, the trustees of the Trust named therein, and the
holders, from time to time, of the undivided beneficial interests in the assets
of the Trust (including Exhibits A and C thereto) (the "Trust Agreement"),
attached as an exhibit to the Registration Statement; and




Gulf Power Capital Trust VI
September 23, 2005
Page 2



(e) A Certificate of Good Standing for the Trust, dated September 23, 2005,
obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate of Trust are in full force and effect and
have not been amended, (ii) except to the extent provided in paragraph 1 below,
the due organization or due formation, as the case may be, and valid existence
in good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its creation, organization or formation, (iii) the
legal capacity of natural persons who are parties to the documents examined by
us, (iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a certificate for such Preferred Security in the form
prescribed by the Trust Agreement and the payment for such Preferred Security,
in accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.








Gulf Power Capital Trust VI
September 23, 2005
Page 3



                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in good standing as a
statutory trust under the Delaware Statutory Trust Act.

2. The Preferred Securities of the Trust will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

3. The Preferred Security Holders, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note that the Preferred Security Holders may be
obligated to make payments as set forth in the Trust Agreement.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.


                                Very truly yours,

                         /s/Richards, Layton & Finger PA






CDK

EX-12

                                                                   Exhibit 12.1
                                                                       8/8/2005
                               GULF POWER COMPANY
              Computation of ratio of earnings to fixed charges for
                     the five years ended December 31, 2004
                       and the year to date June 30, 2005



                                                                                                                          Six
                                                                                                                         Months
                                                                                                                         Ended
                                                                             Year ended December 31,                    June 30,
                                                             ------------------------------------------------------    ----------
                                                                2000        2001      2002       2003        2004         2005
                                                                ----        ----      ----       ----        ----         ----
                                                             -----------------------------Thousands of Dollars-------------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
                                                                                                      
Earnings before income taxes                                 $ 82,607    $ 89,716   $104,397   $110,104    $108,135     $56,567
Interest expense, net of amounts capitalized                   28,086      25,034     31,452     31,069      34,925      19,546
Distributions on mandatorily redeemable preferred securities    6,200       6,477      8,524      7,085       1,113           0
AFUDC - Debt funds                                                440       2,510      1,392        314         819         454
                                                             ---------   ---------  ---------  ---------   ---------    --------
Earnings as defined                                          $117,333    $123,737   $145,765   $148,572    $144,992     $76,567
                                                             =========   =========  =========  =========   =========    ========




FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt                                   $ 22,622    $ 24,520   $ 28,815   $ 27,194    $ 27,693     $14,631
Interest on affiliated loans                                        0         396        629        202       3,530       2,524
Interest on interim obligations                                 2,804         768        446        197         241         582
Amort of debt disc, premium and expense, net                    2,047       2,059      2,591      2,895       3,050       1,477
Other interest charges                                          1,052        (199)       363        895       1,230         786
Distributions on mandatorily redeemable preferred securities    6,200       6,477      8,524      7,085       1,113           0
                                                             ---------   ---------  ---------  ---------   ---------    --------
Fixed charges as defined                                     $ 34,725    $ 34,021   $ 41,368   $ 38,468    $ 36,857     $20,000
                                                             =========   =========  =========  =========   =========    ========


RATIO OF EARNINGS TO FIXED CHARGES                              3.38        3.64       3.52       3.86        3.93        3.83
                                                                =====       =====      =====      =====       =====       ====

EX-12

                                                                   Exhibit 12.2
                                                                       8/8/2005
                               GULF POWER COMPANY
        Computation of ratio of earnings to fixed charges plus preferred
        dividend requirements for the five years ended December 31, 2004
                       and the year to date June 30, 2005



                                                                                                                          Six
                                                                                                                         Months
                                                                                                                         Ended
                                                                              Year ended December 31,                   June 30,
                                                             ------------------------------------------------------    ---------
                                                                2000        2001      2002       2003        2004         2005
                                                                ----        ----      ----       ----        ----         ----
                                                             ------------------------Thousands of Dollars-----------------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
                                                                                                      
Earnings before income taxes                                 $ 82,607    $ 89,716   $104,397   $110,104    $108,135     $56,567
Interest expense, net of amounts capitalized                   28,086      25,034     31,452     31,069      34,925      19,546
Distributions on mandatorily redeemable preferred securities    6,200       6,477      8,524      7,085       1,113           0
AFUDC - Debt funds                                                440       2,510      1,392        314         819         454

                                                             --------    --------   --------   --------    --------     -------
Earnings as defined                                          $117,333    $123,737   $145,765   $148,572    $144,992     $76,567
                                                             ========    ========   ========   ========    ========     =======


FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt                                   $ 22,622    $ 24,520   $ 28,815   $ 27,194    $ 27,693     $14,631
Interest on affiliated loans                                        0         396        629        202       3,530       2,524
Interest on interim obligations                                 2,804         768        446        197         241         582
Amort of debt disc, premium and expense, net                    2,047       2,059      2,591      2,895       3,050       1,477
Other interest charges                                          1,052        (199)       363        895       1,230         786
Distributions on mandatorily redeemable preferred securities    6,200       6,477      8,524      7,085       1,113           0

                                                             --------    --------   --------   --------    --------     -------
Fixed charges as defined                                       34,725      34,021     41,368     38,468      36,857      20,000
Tax deductible preferred dividends                                  5           5          5          5           5           3
                                                             --------    --------   --------   --------    --------     -------
                                                             --------    --------   --------   --------    --------     -------
                                                               34,730      34,026     41,373     38,473      36,862      20,003
                                                             --------    --------   --------   --------    --------     -------
Non-tax deductible preferred dividends                            229         212        212        212         212         105
Ratio of net income before taxes to net income               x  1.586    x  1.535   x  1.552   x  1.590    x  1.580     x 1.562
                                                             --------    --------   --------   --------    --------     -------
                                                             --------    --------   --------   --------    --------     -------
Pref dividend requirements before income taxes                    363         325        329        337         335         164
                                                             --------    --------   --------   --------    --------     -------
                                                             --------    --------   --------   --------    --------     -------
Fixed charges plus pref dividend requirements                $ 35,093    $ 34,351   $ 41,702   $ 38,810    $ 37,197     $20,167
                                                             ========    ========   ========   ========    ========     =======

RATIO OF EARNINGS TO FIXED CHARGES PLUS
PREFERRED DIVIDEND REQUIREMENTS                                 3.34        3.60       3.50       3.83        3.90        3.80
                                                                ====        ====       ====       ====        ====        ====

EX-23

                                                                    Exhibit 23.1



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our reports dated February 28, 2005, relating to the financial
statements and financial statement schedule of Gulf Power Company, appearing in
the Annual Report on Form 10-K of Gulf Power Company for the year ended December
31, 2004 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP

/s/ Deloitte & Touche LLP

Atlanta, Georgia
September 22, 2005

EX-24

                                                                    Exhibit 24.1




One Energy Place
Pensacola, Florida 32520
Tel 850.444.6111                                                     Gulf Power
                                                             A SOUTHERN COMPANY


                                  July 28, 2005


Mr. Thomas A. Fanning                           Mr. Wayne Boston
The Southern Company                            Southern Company Services, Inc.
270 Peachtree Street, N.W.                      241 Ralph McGill Boulevard
Atlanta, GA 30303                               Atlanta, GA 30308


Dear Sirs:

         Gulf Power Company proposes to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a registration
statement or statements with respect to the issuance and sale by the Company of
up to $25,000,000 (plus any previously registered but unissued securities) in
any combination of preferred securities of a statutory trust or trusts (or other
special purpose entity or entities) and guarantee or guarantees, preferred
stock, preference stock, depositary preference stock and senior and junior
subordinate debt securities of Gulf Power Company.

         Gulf Power Company and the undersigned directors and officers of said
Company, individually as a director and/or as an officer of the Company, hereby
make, constitute and appoint each of you our true and lawful Attorney (with full
power of substitution) for each of us and in each of our names, places and
steads to sign and cause to be filed with the Securities and Exchange Commission
the aforementioned registration statement or statements and appropriate
amendment or amendments thereto (including post-effective amendments), to be
accompanied in each case by a prospectus and any appropriately amended
prospectus or supplement thereto and any necessary exhibits.

         Gulf Power Company hereby authorizes you or either of you to execute
said registration statement or statements and any amendments (including
post-effective amendments) thereto on its behalf as attorney-in-fact for it and
its authorized officers and to file the same as aforesaid.






                                      - 2 -



         The undersigned directors and officers of Gulf Power Company hereby
authorize you or either one of you to sign said registration statement or
statements on their behalf as attorney-in-fact and to amend, or remedy any
deficiencies with respect to, said registration statement or statements by
appropriate amendment or amendments (including post-effective amendments) and to
file the same as aforesaid.

                                            Yours very truly,

                                            GULF POWER COMPANY



                                            By         /s/Susan N. Story
                                                         Susan N. Story
                                                          President and
                                                     Chief Executive Officer


   /s/C. LeDon Anchors                                     /s/Winston E. Scott
    C. LeDon Anchors                                         Winston E. Scott




/s/William C. Cramer, Jr.                                    /s/Susan N. Story
 William C. Cramer, Jr.                                       Susan N. Story




 /s/Fred C. Donovan, Sr.                                   /s/Ronnie R. Labrato
  Fred C. Donovan, Sr.                                       Ronnie R. Labrato




______________________________                             /s/Susan D. Ritenour
      William A. Pullum                                      Susan D. Ritenour






Extract from minutes of meeting of the board of directors of Gulf Power Company.

                             - - - - - - - - - - - -

         RESOLVED FURTHER, That for the purpose of signing such registration
statement or statements and any amendment or amendments (including
post-effective amendments) thereto, the Company, the members of its Board of
Directors and its officers, be and they are hereby authorized to give their
several powers of attorney to Thomas A. Fanning and Wayne Boston.

                             - - - - - - - - - - - -

         The undersigned officer of Gulf Power Company does hereby certify that
the foregoing is a true and correct copy of a resolution duly and regularly
adopted at a meeting of the Board of Directors of Gulf Power Company, duly held
on July 28, 2005, at which a quorum was in attendance and voting throughout, and
that said resolution has not since been rescinded but is still in full force and
effect.


Dated: September 23, 2005                            GULF POWER COMPANY


                                                     By /s/Wayne Boston
                                                         Wayne Boston
                                                      Assistant Secretary

EX-25

                                                                   Exhibit 25.1

       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                    ----------------------------------------

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                     13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                            43271
(Address of principal executive offices)                             (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       1 Chase Manhattan Plaza, 25th Floor
                               New York, NY 10081
                               Tel: (212) 552-2192
            (Name, address and telephone number of agent for service)
                  --------------------------------------------

                               GULF POWER COMPANY
               (Exact name of obligor as specified in its charter)

Maine                                                                59-0276810
(State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                              identification No.)

500 Bayfront Parkway
Pensacola, Florida                                                        32520
(Address of principal executive offices)                             (Zip Code)


                                  Senior Notes
                         (Title of indenture securities)






                                     GENERAL

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, Washington, D.C.

     Board of Governors of the Federal Reserve System, Washington, D.C., 20551

     Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b) Whether it is authorized to exercise corporate trust powers.

     Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



                                       -2-



Item 16.   List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

     3. None, the authority of the trustee to exercise corporate trust powers
being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     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.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., 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 21st day
of September, 2005.

                                    JPMORGAN CHASE BANK, N.A.

                                    By /s/Carol Ng
                                       ---------------------------------
                                                    Carol Ng
                                                 Vice President

                                       -3-



                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            JPMorgan Chase Bank, N.A.
                  of 1111 Polaris Parkway, Columbus, Ohio 43271
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                        at the close of business June 30,
                   2005, in accordance with a call made by the
                      Federal Reserve Bank of this District
                    pursuant to the provisions of the Federal
                                  Reserve Act.

                                                             Dollar Amounts
                     ASSETS                                    in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ........................................$  33,595
     Interest-bearing balances ................................    9,074
Securities:
Held to maturity securities....................................       92
Available for sale securities..................................   46,530
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices....................    27,359
     Securities purchased under agreements to resell...........   162,222
Loans and lease financing receivables:
     Loans and leases held for sale............................    28,317
     Loans and leases, net of unearned income     $348,961
     Less: Allowance for loan and lease losses      4,676
     Loans and leases, net of unearned income and
     allowance ................................................   344,285
Trading Assets ................................................   231,417
Premises and fixed assets (including capitalized leases).......     8,360
Other real estate owned .......................................       142
Investments in unconsolidated subsidiaries and
     associated companies......................................       818
Customers' liability to this bank on acceptances
     outstanding ..............................................       549
Intangible assets
     Goodwill..................................................    23,432
     Other Intangible assets...................................     9,440
Other assets ..................................................    47,481
TOTAL ASSETS ..................................................  $973,113
                                                               ==========






                                   LIABILITIES
Deposits
     In domestic offices ......................................$383,950
     Noninterest-bearing ....................$141,374
     Interest-bearing ....................... 242,576
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ................. 145,247
     Noninterest-bearing.....................$  7,348
     Interest-bearing ....................... 137,899

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices...............   8,743
     Securities sold under agreements to repurchase............  93,698
Trading liabilities ........................................... 117,933
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).................  79,495
Bank's liability on acceptances executed and outstanding.......     549
Subordinated notes and debentures .............................  17,982
Other liabilities .............................................  40,922
TOTAL LIABILITIES ............................................. 888,519
Minority Interest in consolidated subsidiaries ................   1,426

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus..................       0
Common stock ..................................................   1,785
Surplus  (exclude all surplus related to preferred stock)......  58,838
Retained earnings..............................................  22,718
Accumulated other comprehensive income.........................    (173)
Other equity capital components................................       0
TOTAL EQUITY CAPITAL ..........................................  83,168
                                                                 ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL       $973,113
                                                               ========



I, Joseph L. Sclafani, E.V.P. & Controller 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.

                                    JOSEPH L. SCLAFANI

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 in- structions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON, JR. )
                                    JAMES DIMON              ) DIRECTORS
                                    MICHAEL J. CAVANAGH      )

EX-25

                                                                   Exhibit 25.2
       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                    ----------------------------------------

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                     13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                            43271
(Address of principal executive offices)                             (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       1 Chase Manhattan Plaza, 25th Floor
                               New York, NY 10081
                               Tel: (212) 552-2192
            (Name, address and telephone number of agent for service)
                  --------------------------------------------

                               GULF POWER COMPANY
               (Exact name of obligor as specified in its charter)

Maine                                                                59-0276810
 (State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                              identification No.)

500 Bayfront Parkway
Pensacola, Florida                                                        32520
(Address of principal executive offices)                             (Zip Code)


                               Subordinated Notes
                         (Title of indenture securities)






                                     GENERAL

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, Washington, D.C.

     Board of Governors of the Federal Reserve System, Washington, D.C., 20551

     Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b) Whether it is authorized to exercise corporate trust powers.

     Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



                                       -2-



Item 16.   List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

     3. None, the authority of the trustee to exercise corporate trust powers
being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     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.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., 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 21st day
of September, 2005.

                                    JPMORGAN CHASE BANK, N.A.

                                    By /s/Carol Ng
                                       ---------------------------------
                                                    Carol Ng
                                                 Vice President

                                       -3-

                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            JPMorgan Chase Bank, N.A.
                  of 1111 Polaris Parkway, Columbus, Ohio 43271
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                        at the close of business June 30,
                   2005, in accordance with a call made by the
                      Federal Reserve Bank of this District
                    pursuant to the provisions of the Federal
                                  Reserve Act.

                                                             Dollar Amounts
                     ASSETS                                    in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ........................................$  33,595
     Interest-bearing balances ................................    9,074
Securities:
Held to maturity securities....................................       92
Available for sale securities..................................   46,530
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices....................    27,359
     Securities purchased under agreements to resell...........   162,222
Loans and lease financing receivables:
     Loans and leases held for sale............................    28,317
     Loans and leases, net of unearned income     $348,961
     Less: Allowance for loan and lease losses      4,676
     Loans and leases, net of unearned income and
     allowance ................................................   344,285
Trading Assets ................................................   231,417
Premises and fixed assets (including capitalized leases).......     8,360
Other real estate owned .......................................       142
Investments in unconsolidated subsidiaries and
     associated companies......................................       818
Customers' liability to this bank on acceptances
     outstanding ..............................................       549
Intangible assets
     Goodwill..................................................    23,432
     Other Intangible assets...................................     9,440
Other assets ..................................................    47,481
TOTAL ASSETS ..................................................  $973,113
                                                               ==========








                                   LIABILITIES
Deposits
     In domestic offices ......................................$383,950
     Noninterest-bearing ....................$141,374
     Interest-bearing ....................... 242,576
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ................. 145,247
     Noninterest-bearing.....................$  7,348
     Interest-bearing ....................... 137,899

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices...............   8,743
     Securities sold under agreements to repurchase............  93,698
Trading liabilities ........................................... 117,933
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).................  79,495
Bank's liability on acceptances executed and outstanding.......     549
Subordinated notes and debentures .............................  17,982
Other liabilities .............................................  40,922
TOTAL LIABILITIES ............................................. 888,519
Minority Interest in consolidated subsidiaries ................   1,426

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus..................       0
Common stock ..................................................   1,785
Surplus  (exclude all surplus related to preferred stock)......  58,838
Retained earnings..............................................  22,718
Accumulated other comprehensive income.........................    (173)
Other equity capital components................................       0
TOTAL EQUITY CAPITAL ..........................................  83,168
                                                                 ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL       $973,113
                                                               ========



I, Joseph L. Sclafani, E.V.P. & Controller 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.

                                    JOSEPH L. SCLAFANI

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 in- structions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON, JR. )
                                    JAMES DIMON              ) DIRECTORS
                                    MICHAEL J. CAVANAGH      )

EX-25

                                                                   Exhibit 25.3
       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                    ----------------------------------------

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                     13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                            43271
(Address of principal executive offices)                             (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       1 Chase Manhattan Plaza, 25th Floor
                               New York, NY 10081
                               Tel: (212) 552-2192
            (Name, address and telephone number of agent for service)
                  --------------------------------------------

                           GULF POWER CAPITAL TRUST V

Delaware                                                             58-6380849
 (State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                              identification No.)

500 Bayfront Parkway
Pensacola, Florida                                                        32520
(Address of principal executive offices)                             (Zip Code)


                           Trust Preferred Securities
                       (Title of the indenture securities)






                                     GENERAL

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, Washington, D.C.

     Board of Governors of the Federal Reserve System, Washington, D.C., 20551

     Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b) Whether it is authorized to exercise corporate trust powers.

     Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



                                       -2-



Item 16.   List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

     3. None, the authority of the trustee to exercise corporate trust powers
being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     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.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., 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 21st day
of September, 2005.

                                    JPMORGAN CHASE BANK, N.A.

                                    By /s/Carol Ng
                                       ---------------------------------
                                                    Carol Ng
                                                 Vice President

                                       -3-



                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            JPMorgan Chase Bank, N.A.
                  of 1111 Polaris Parkway, Columbus, Ohio 43271
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                        at the close of business June 30,
                   2005, in accordance with a call made by the
                      Federal Reserve Bank of this District
                    pursuant to the provisions of the Federal
                                  Reserve Act.

                                                             Dollar Amounts
                     ASSETS                                    in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ........................................$  33,595
     Interest-bearing balances ................................    9,074
Securities:
Held to maturity securities....................................       92
Available for sale securities..................................   46,530
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices....................    27,359
     Securities purchased under agreements to resell...........   162,222
Loans and lease financing receivables:
     Loans and leases held for sale............................    28,317
     Loans and leases, net of unearned income     $348,961
     Less: Allowance for loan and lease losses      4,676
     Loans and leases, net of unearned income and
     allowance ................................................   344,285
Trading Assets ................................................   231,417
Premises and fixed assets (including capitalized leases).......     8,360
Other real estate owned .......................................       142
Investments in unconsolidated subsidiaries and
     associated companies......................................       818
Customers' liability to this bank on acceptances
     outstanding ..............................................       549
Intangible assets
     Goodwill..................................................    23,432
     Other Intangible assets...................................     9,440
Other assets ..................................................    47,481
TOTAL ASSETS ..................................................  $973,113
                                                               ==========






                                   LIABILITIES
Deposits
     In domestic offices ......................................$383,950
     Noninterest-bearing ....................$141,374
     Interest-bearing ....................... 242,576
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ................. 145,247
     Noninterest-bearing.....................$  7,348
     Interest-bearing ....................... 137,899

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices...............   8,743
     Securities sold under agreements to repurchase............  93,698
Trading liabilities ........................................... 117,933
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).................  79,495
Bank's liability on acceptances executed and outstanding.......     549
Subordinated notes and debentures .............................  17,982
Other liabilities .............................................  40,922
TOTAL LIABILITIES ............................................. 888,519
Minority Interest in consolidated subsidiaries ................   1,426

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus..................       0
Common stock ..................................................   1,785
Surplus  (exclude all surplus related to preferred stock)......  58,838
Retained earnings..............................................  22,718
Accumulated other comprehensive income.........................    (173)
Other equity capital components................................       0
TOTAL EQUITY CAPITAL ..........................................  83,168
                                                                 ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL       $973,113
                                                               ========



I, Joseph L. Sclafani, E.V.P. & Controller 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.

                                    JOSEPH L. SCLAFANI

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 in- structions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON, JR. )
                                    JAMES DIMON              ) DIRECTORS
                                    MICHAEL J. CAVANAGH      )

EX-25

                                                                   Exhibit 25.4

       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                    ----------------------------------------

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                     13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                            43271
(Address of principal executive offices)                             (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       1 Chase Manhattan Plaza, 25th Floor
                               New York, NY 10081
                               Tel: (212) 552-2192
            (Name, address and telephone number of agent for service)
                  --------------------------------------------

                               GULF POWER COMPANY
               (Exact name of obligor as specified in its charter)

Maine                                                                59-0276810
 (State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                              identification No.)

500 Bayfront Parkway
Pensacola, Florida                                                        32520
(Address of principal executive offices)                             (Zip Code)

   -------------------------------------------------------------------------
                      Trust Preferred Securities Guarantee
                          (Gulf Power Capital Trust V)
                         (Title of indenture securities)




                                     GENERAL

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, Washington, D.C.

     Board of Governors of the Federal Reserve System, Washington, D.C., 20551

     Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b) Whether it is authorized to exercise corporate trust powers.

     Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



                                       -2-



Item 16.   List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

     3. None, the authority of the trustee to exercise corporate trust powers
being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     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.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., 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 21st day
of September, 2005.

                                    JPMORGAN CHASE BANK, N.A.

                                    By /s/Carol Ng
                                       ---------------------------------
                                                    Carol Ng
                                                 Vice President

                                       -3-

                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            JPMorgan Chase Bank, N.A.
                  of 1111 Polaris Parkway, Columbus, Ohio 43271
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                        at the close of business June 30,
                   2005, in accordance with a call made by the
                      Federal Reserve Bank of this District
                    pursuant to the provisions of the Federal
                                  Reserve Act.

                                                             Dollar Amounts
                     ASSETS                                    in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ........................................$  33,595
     Interest-bearing balances ................................    9,074
Securities:
Held to maturity securities....................................       92
Available for sale securities..................................   46,530
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices....................    27,359
     Securities purchased under agreements to resell...........   162,222
Loans and lease financing receivables:
     Loans and leases held for sale............................    28,317
     Loans and leases, net of unearned income     $348,961
     Less: Allowance for loan and lease losses      4,676
     Loans and leases, net of unearned income and
     allowance ................................................   344,285
Trading Assets ................................................   231,417
Premises and fixed assets (including capitalized leases).......     8,360
Other real estate owned .......................................       142
Investments in unconsolidated subsidiaries and
     associated companies......................................       818
Customers' liability to this bank on acceptances
     outstanding ..............................................       549
Intangible assets
     Goodwill..................................................    23,432
     Other Intangible assets...................................     9,440
Other assets ..................................................    47,481
TOTAL ASSETS ..................................................  $973,113
                                                               ==========








                                   LIABILITIES
Deposits
     In domestic offices ......................................$383,950
     Noninterest-bearing ....................$141,374
     Interest-bearing ....................... 242,576
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ................. 145,247
     Noninterest-bearing.....................$  7,348
     Interest-bearing ....................... 137,899

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices...............   8,743
     Securities sold under agreements to repurchase............  93,698
Trading liabilities ........................................... 117,933
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).................  79,495
Bank's liability on acceptances executed and outstanding.......     549
Subordinated notes and debentures .............................  17,982
Other liabilities .............................................  40,922
TOTAL LIABILITIES ............................................. 888,519
Minority Interest in consolidated subsidiaries ................   1,426

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus..................       0
Common stock ..................................................   1,785
Surplus  (exclude all surplus related to preferred stock)......  58,838
Retained earnings..............................................  22,718
Accumulated other comprehensive income.........................    (173)
Other equity capital components................................       0
TOTAL EQUITY CAPITAL ..........................................  83,168
                                                                 ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL       $973,113
                                                               ========



I, Joseph L. Sclafani, E.V.P. & Controller 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.

                                    JOSEPH L. SCLAFANI

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 in- structions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON, JR. )
                                    JAMES DIMON              ) DIRECTORS
                                    MICHAEL J. CAVANAGH      )

EX-25

                                                                   Exhibit 25.5
       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                    ----------------------------------------

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                     13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                            43271
(Address of principal executive offices)                             (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       1 Chase Manhattan Plaza, 25th Floor
                               New York, NY 10081
                               Tel: (212) 552-2192
            (Name, address and telephone number of agent for service)
                  --------------------------------------------

                           GULF POWER CAPITAL TRUST VI

Delaware                                                             11-6583955
 (State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                              identification No.)

500 Bayfront Parkway
Pensacola, Florida                                                        32520
(Address of principal executive offices)                             (Zip Code)


                           Trust Preferred Securities
                       (Title of the indenture securities)







                                     GENERAL

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, Washington, D.C.

     Board of Governors of the Federal Reserve System, Washington, D.C., 20551

     Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b) Whether it is authorized to exercise corporate trust powers.

     Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



                                       -2-



Item 16.   List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

     3. None, the authority of the trustee to exercise corporate trust powers
being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     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.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., 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 21st day
of September, 2005.

                                    JPMORGAN CHASE BANK, N.A.

                                    By /s/Carol Ng
                                       ---------------------------------
                                                    Carol Ng
                                                 Vice President

                                       -3-


                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            JPMorgan Chase Bank, N.A.
                  of 1111 Polaris Parkway, Columbus, Ohio 43271
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                        at the close of business June 30,
                   2005, in accordance with a call made by the
                      Federal Reserve Bank of this District
                    pursuant to the provisions of the Federal
                                  Reserve Act.

                                                             Dollar Amounts
                     ASSETS                                    in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ........................................$  33,595
     Interest-bearing balances ................................    9,074
Securities:
Held to maturity securities....................................       92
Available for sale securities..................................   46,530
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices....................    27,359
     Securities purchased under agreements to resell...........   162,222
Loans and lease financing receivables:
     Loans and leases held for sale............................    28,317
     Loans and leases, net of unearned income     $348,961
     Less: Allowance for loan and lease losses      4,676
     Loans and leases, net of unearned income and
     allowance ................................................   344,285
Trading Assets ................................................   231,417
Premises and fixed assets (including capitalized leases).......     8,360
Other real estate owned .......................................       142
Investments in unconsolidated subsidiaries and
     associated companies......................................       818
Customers' liability to this bank on acceptances
     outstanding ..............................................       549
Intangible assets
     Goodwill..................................................    23,432
     Other Intangible assets...................................     9,440
Other assets ..................................................    47,481
TOTAL ASSETS ..................................................  $973,113
                                                               ==========








                                   LIABILITIES
Deposits
     In domestic offices ......................................$383,950
     Noninterest-bearing ....................$141,374
     Interest-bearing ....................... 242,576
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ................. 145,247
     Noninterest-bearing.....................$  7,348
     Interest-bearing ....................... 137,899

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices...............   8,743
     Securities sold under agreements to repurchase............  93,698
Trading liabilities ........................................... 117,933
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).................  79,495
Bank's liability on acceptances executed and outstanding.......     549
Subordinated notes and debentures .............................  17,982
Other liabilities .............................................  40,922
TOTAL LIABILITIES ............................................. 888,519
Minority Interest in consolidated subsidiaries ................   1,426

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus..................       0
Common stock ..................................................   1,785
Surplus  (exclude all surplus related to preferred stock)......  58,838
Retained earnings..............................................  22,718
Accumulated other comprehensive income.........................    (173)
Other equity capital components................................       0
TOTAL EQUITY CAPITAL ..........................................  83,168
                                                                 ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL       $973,113
                                                               ========



I, Joseph L. Sclafani, E.V.P. & Controller 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.

                                    JOSEPH L. SCLAFANI

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 in- structions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON, JR. )
                                    JAMES DIMON              ) DIRECTORS
                                    MICHAEL J. CAVANAGH      )

EX-25

                                                                    Exhibit 25.6


       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                    ----------------------------------------

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                     13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                            43271
(Address of principal executive offices)                             (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       1 Chase Manhattan Plaza, 25th Floor
                               New York, NY 10081
                               Tel: (212) 552-2192
            (Name, address and telephone number of agent for service)
                  --------------------------------------------

                               GULF POWER COMPANY
               (Exact name of obligor as specified in its charter)

Maine                                                                59-0276810
(State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                              identification No.)

500 Bayfront Parkway
Pensacola, Florida                                                        32520
(Address of principal executive offices)                             (Zip Code)

   -------------------------------------------------------------------------
                      Trust Preferred Securities Guarantee
                          (Gulf Power Capital Trust VI)
                         (Title of indenture securities)




                                     GENERAL

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, Washington, D.C.

     Board of Governors of the Federal Reserve System, Washington, D.C., 20551

     Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b) Whether it is authorized to exercise corporate trust powers.

     Yes.


Item 2.  Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



                                       -2-



Item 16.   List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

     3. None, the authority of the trustee to exercise corporate trust powers
being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     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.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., 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 21st day
of September, 2005.

                                    JPMORGAN CHASE BANK, N.A.

                                    By /s/Carol Ng
                                       ---------------------------------
                                                    Carol Ng
                                                 Vice President

                                       -3-



                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            JPMorgan Chase Bank, N.A.
                  of 1111 Polaris Parkway, Columbus, Ohio 43271
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                        at the close of business June 30,
                   2005, in accordance with a call made by the
                      Federal Reserve Bank of this District
                    pursuant to the provisions of the Federal
                                  Reserve Act.

                                                             Dollar Amounts
                     ASSETS                                    in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ........................................$  33,595
     Interest-bearing balances ................................    9,074
Securities:
Held to maturity securities....................................       92
Available for sale securities..................................   46,530
Federal funds sold and securities purchased under
     agreements to resell
     Federal funds sold in domestic offices....................    27,359
     Securities purchased under agreements to resell...........   162,222
Loans and lease financing receivables:
     Loans and leases held for sale............................    28,317
     Loans and leases, net of unearned income     $348,961
     Less: Allowance for loan and lease losses      4,676
     Loans and leases, net of unearned income and
     allowance ................................................   344,285
Trading Assets ................................................   231,417
Premises and fixed assets (including capitalized leases).......     8,360
Other real estate owned .......................................       142
Investments in unconsolidated subsidiaries and
     associated companies......................................       818
Customers' liability to this bank on acceptances
     outstanding ..............................................       549
Intangible assets
     Goodwill..................................................    23,432
     Other Intangible assets...................................     9,440
Other assets ..................................................    47,481
TOTAL ASSETS ..................................................  $973,113
                                                               ==========






                                   LIABILITIES
Deposits
     In domestic offices ......................................$383,950
     Noninterest-bearing ....................$141,374
     Interest-bearing ....................... 242,576
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ................. 145,247
     Noninterest-bearing.....................$  7,348
     Interest-bearing ....................... 137,899

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices...............   8,743
     Securities sold under agreements to repurchase............  93,698
Trading liabilities ........................................... 117,933
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).................  79,495
Bank's liability on acceptances executed and outstanding.......     549
Subordinated notes and debentures .............................  17,982
Other liabilities .............................................  40,922
TOTAL LIABILITIES ............................................. 888,519
Minority Interest in consolidated subsidiaries ................   1,426

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus..................       0
Common stock ..................................................   1,785
Surplus  (exclude all surplus related to preferred stock)......  58,838
Retained earnings..............................................  22,718
Accumulated other comprehensive income.........................    (173)
Other equity capital components................................       0
TOTAL EQUITY CAPITAL ..........................................  83,168
                                                                 ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL       $973,113
                                                               ========



I, Joseph L. Sclafani, E.V.P. & Controller 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.

                                    JOSEPH L. SCLAFANI

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 in- structions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON, JR. )
                                    JAMES DIMON              ) DIRECTORS
                                    MICHAEL J. CAVANAGH      )