Common use of Notice and Demand Clause in Contracts

Notice and Demand. 47 Section 10.09 Agreement Not to Petition.............................................................48 Section 10.10 Conflict with Trust Indenture Act.....................................................48 EXHIBIT A Form of Common Securities Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1, 2002, by and among (i) Southern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company Americas, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative trustees (xxxx xx "Xxxxxxxtrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 51 Section 10.09 Agreement Not to Petition.............................................................48 Petition . . . . . . . . . . 52 Section 10.10 Conflict with Trust Indenture Act.....................................................48 Act . . . . . . 52 EXHIBIT A Restated Certificate of Trust EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1_________ ___, 20021995, by and among (i) Southern Company Capital FundingAlabama Power Company, Inc., a Delaware an Alabama corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasChemical Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chemical Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), and (iv) Wayne Boston_________________, an individual, and Sam H. Dabbs, Jr._________________, an indivixxxxindividual, as administrative trustees (xxxx xx each an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 45 Section 10.09 Agreement Not to Petition.............................................................48 ..........................46 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ..................46 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July ________ 1, 20021998, by and among (i) Southern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Bankers Trust Company AmericasCompany, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Bankers Trust Company (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne Boston, an individual, and Sam H. Dabbs, Jr.Richard A. Childs, an indivixxxxindividual, as administrative xx xxministrative trustees (xxxx each xx "Xxxxxxxtrative Xxxxxxstrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 46 Section 10.09 Agreement Not to Petition.............................................................48 ..........................................................................47 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ..................................................................47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July January 1, 20021998, by and among (i) Southern Company Capital Funding, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Linda Malone, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative xx xxxxxxxxrative trustees (xxxx each xx "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 45 Section 10.09 Agreement Not to Petition.............................................................48 ....................45 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ............46 EXHIBIT A Form of Common Securities Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200220__, by and among (i) Southern Company Capital Funding, Inc.Gulf Power Company, a Delaware Florida corporation (the "Depositor" or the "Company"), (ii) Deutsche The Bank Trust Company Americasof New York, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company DelawareUSA, a banking corporation duly organized under the laws of DelawareNational Association, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Terry A. Davis, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative xxxxxxxxxxxxxe trustees (xxxx xx each an "Xxxxxxxtrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 44 Section 10.09 Agreement Not to Petition.............................................................48 .........................44 Section 10.10 Conflict with Trust Indenture Act.....................................................48 .................45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital Funding, Inc.Georgia Power Company, a Delaware Georgia corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Judy M. Anderson, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative ax xxxxxxxxxxxxxx trustees (xxxx xx each an "Xxxxxxxtrative Axxxxxstrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 46 Section 10.09 Agreement Not to Petition.............................................................48 ...............................47 Section 10.10 Conflict with Trust Indenture Act.....................................................48 .......................47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital Funding, Inc.Savannah Electric and Power Company, a Delaware Georgia corporation (the "Depositor" or the "Company"), (ii) Deutsche The Bank Trust Company Americasof New York, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche The Bank Trust Company of New York (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Nancy Frankenhausen, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative xx xdministrative trustees (xxxx xx each an "Xxxxxxxtrative Adxxxxxtrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 44 Section 10.09 Agreement Not to Petition.............................................................48 .............................45 Section 10.10 Conflict with Trust Indenture Act.....................................................48 .....................45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital Funding, Inc.Georgia Power Company, a Delaware Georgia corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Judy M. Anderson, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative xx xxxxxxxxxxxxxe trustees (xxxx xx each an "Xxxxxxxtrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 41 Section 10.09 10.10. Agreement Not to Petition.............................................................48 .....................................41 Section 10.10 10.11. Trust Indenture Act; Conflict with Trust Indenture Act.....................................................48 EXHIBIT ........42 -------------------- Exhibit A Certificate of Trust Exhibit B Form of Letter of Representations Exhibit C The Depository Trust Company: Principal and Income Payments Rider Exhibit D Representations for Deposit/Withdrawal at Custodian Exhibit E Form of Common Securities Certificate EXHIBIT B Exhibit F Form of Expense Agreement EXHIBIT C as to Expenses and Liabilities Exhibit G Form of Preferred Securities Certificate SOUTHWESTERN PUBLIC SERVICE CAPITAL I AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made AGREEMENT, dated as of July 1October 21, 20021996, by and among (i) Southern Xxxxx X. Xxxxx, President and Chief Operating Officer of Southwestern Public Service Company Capital Funding(the "Initial Depositor"), Inc.(ii) Southwestern Public Service Company, a Delaware New Mexico corporation (the "Depositor" or the "CompanySPS"), (iiiii) Deutsche Bank Wilmington Trust Company AmericasCompany, a banking corporation duly organized and existing under the laws of New Yorkthe State of Delaware, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne BostonXxxxx X. Xxxxx, an individual, Xxxxxx X. Xxxxxxxxx, an individual, and Sam H. Dabbs, Jr.Xxxxx X. Xxxxxxxxxxx, an indivixxxxindividual, as administrative trustees each of whose address is c/o SPS, Tyler at Xxxxx, Xxxxxxxx, Xxxxx 00000 (xxxx xx each an "Xxxxxxxtrative Administrative Trustee" and together referred to collectively as the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the "Trustees") ), and (v) the several Holders, Holders (as hereinafter defineddefined herein).

Notice and Demand. 47 44 Section 10.09 Agreement Not to Petition.............................................................48 44 Section 10.10 Conflict with Trust Indenture Act.....................................................48 45 EXHIBIT A A......... Form of Common Securities Certificate EXHIBIT B B......... Form of Expense Agreement EXHIBIT C C......... Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July June 1, 2002, by and among (i) Southern Company Capital Funding, Inc.Georgia Power Company, a Delaware Georgia corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company USA, National Association, (successor to Chase Manhattan Bank Delaware, a banking corporation duly organized under the laws of Delaware), as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Janice G. Wolfe, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative xx xxxxxxxxxxxxve trustees (xxxx xx each an "Xxxxxxxtrative Xxxxnistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 67 Section 10.09 Agreement Not to Petition.............................................................48 .......................................68 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ...............................68 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Capital Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July February 1, 20021997, by and among (i) Southern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Bankers Trust Company AmericasCompany, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Bankers Trust Company (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne Boston, an individual, and Sam H. Dabbs, Jr.Richard A. Childs, an indivixxxxindividual, as administrative xxxxnistrative trustees (xxxx xx each an "Xxxxxxxtrative Xxxxxxxxrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 49 Section 10.09 Agreement Not not to Petition.............................................................48 .....................................................................50 Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.....................................................48 ........................................50 Section 10.11 Counterparts..................................................................................51 EXHIBIT A Form of Common Securities Certificate CERTIFICATE OF TRUST OF CLEVELAND ELECTRIC FINANCING TRUST EXHIBIT B Form of Expense Agreement CERTIFICATE DEPOSITORY AGREEMENT EXHIBIT C Form of Preferred Securities Certificate CERTIFICATE EVIDENCING COMMON SECURITIES OF CLEVELAND ELECTRIC FINANCING TRUST I EXHIBIT D AGREEMENT AS TO EXPENSES AND LIABILITIES EXHIBIT E ASSIGNMENT AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made AGREEMENT, (this "Trust Agreement") dated as of July 1_____________, 20022001, by and among (i) Southern Company Capital FundingThe Cleveland Electric Illuminating Company, Inc., a Delaware an Ohio corporation (the "Depositor" or the "CompanyCleveland Electric"), (ii) Deutsche The Bank Trust Company Americasof New York, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate individual capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche The Bank Trust Company of New York (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne Boston), an individualThomxx Xxxxx xxx Randx Xxxxxx, and Sam H. Dabbs, Jr., an indivixxxxxxdividuals, as administrative trustees trustees, each of whose address is c/o Cleveland Electric Illuminating Company, 76 Sxxxx Xxxx Xxxxxx, Xxxxx, Xxxx (xxxx xx xxch an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") ), and (v) the several Holders, as hereinafter defined.,

Notice and Demand. 47 46 Section 10.09 Agreement Not to Petition.............................................................48 Petition ....................... 47 Section 10.10 Conflict with Trust Indenture Act.....................................................48 . .............. 47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1_______, 2002____, by and among (i) Southern Company Capital Funding, The MONY Group Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne BostonKennxxx X. Xxxxxx, an xx individual, and Sam H. DabbsRichxxx Xxxxxxxx, Jr., an indivixxxxxx individual, as administrative trustees (xxxx xx each an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 Section 10.09 Agreement Not to Petition..............................................................................................................................48 Section 10.10 Conflict with Trust Indenture Act..............................................................................................................48 EXHIBIT A Form of Notice of Conversion EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1___________, 20022000, by and among (i) Southern Company Capital FundingEnergy, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Bankers Trust Company AmericasCompany, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Bankers Trust Company (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne BostonElizxxxxx X. Xxxxxxxx, xx individual, J. Willxxx Xxxxxx, XXI, an individual, and Sam H. DabbsDougxxx X. Xxxxxx, Jr., an indivixxxxxx individual, as administrative trustees (xxxx xx each an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 46 Section 10.09 Agreement Not to Petition.............................................................48 .........................46 Section 10.10 Conflict with Trust Indenture Act.....................................................48 .................47 EXHIBIT A Form of Common Securities Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200220__, by and among (i) Southern Company Capital Funding, Inc.Gulf Power Company, a Delaware Florida corporation (the "Depositor" or the "Company"), (ii) Deutsche The Bank Trust Company Americasof New York, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company DelawareUSA, a banking corporation duly organized under the laws of DelawareNational Association, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Terry A. Davis, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative xxxxxxxxxxxxxe trustees (xxxx xx each an "Xxxxxxxtrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 46 Section 10.09 11.09 Agreement Not to Petition.............................................................48 ....................................47 Section 10.10 11.10 Conflict with Trust Indenture Act.....................................................48 ............................47 EXHIBIT A Form of Common Securities Control Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Trust Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July __________ 1, 20021998, by and among (i) Southern Company Capital FundingAEP Resources, Inc., a Delaware corporation an Ohio company (the "Depositor" or the "Company"), (ii) Deutsche Yorkshire Power Group Limited, a private company with limited liability incorporated under the laws of England and Wales ("Yorkshire Group"), as holder of the Control Certificate (as herein defined) (the "Control Party"), (iii) The Bank Trust Company Americasof New York, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iiiiv) Deutsche The Bank Trust Company of New York (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (ivv) Wayne BostonXxxxxxx X. Xxxxx, an individual, Xxxxxxx X. Xxxxxx, an individual, Xxxxx X. Xxxxxxx, an individual, and Sam H. Dabbs, Jr.Xxxxxx X. Xxxxxx, an indivixxxxindividual, as administrative trustees (xxxx xx each an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") ), and (vvi) the several Holders, as hereinafter defined.

Notice and Demand. 47 54 Section 10.09 Agreement Not to Petition.............................................................48 ..........................................................................54 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ..................................................................55 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July January 1, 20021997, by and among (i) Southern Company Capital Funding, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Linda Malone, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative xxxxxxxxxative trustees (xxxx each xx "Xxxxxxxtrative Xdministrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 58 Section 10.09 Agreement Not to Petition.............................................................48 .....................................59 Section 10.10 Conflict with Trust Indenture Act.....................................................48 .............................59 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital Funding, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Linda Malone, an individual, Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative xx xxxxxxstrative trustees (xxxx xx xxch an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 44 Section 10.09 Agreement Not to Petition.............................................................48 ......................45 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ..............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July December 1, 20021998, by and among (i) Southern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Bankers Trust Company AmericasCompany, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Bankers Trust Company (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne Boston, an individual, and Sam H. Dabbs, Jr.Richard A. Childs, an indivixxxxindividual, as administrative xx xdministrative trustees (xxxx each xx "Xxxxxxxtrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 58 Section 10.09 Agreement Not to Petition.............................................................48 .....................................59 Section 10.10 Conflict with Trust Indenture Act.....................................................48 .............................59 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital Funding, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Linda Malone, an individual, Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative admxxxxxxxxxxx trustees (xxxx xx each ax "Xxxxxxxtrative Xdministrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 50 Section 10.09 Agreement Not to Petition.............................................................48 Section 10.10 10.08 Conflict with Trust Indenture Act.....................................................48 ..............................51 EXHIBIT A Form of Common Securities Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________, 2002200_, by and among (i) Southern Company Capital FundingOmnicare, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company Americas[ ], a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware[ ], as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne Boston[ ], an individual, [ ], an individual, and Sam H. Dabbs, Jr.[ ], an indivixxxxindividual, as administrative trustees (xxxx xx each an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 39 Section 10.09 10.10. Agreement Not to Petition.............................................................48 .................................. 40 Section 10.10 10.11. Trust Indenture Act; Conflict with Trust Indenture Act.....................................................48 EXHIBIT ..... 40 -------------------- Exhibit A Certificate of Trust Exhibit B Form of Certificate Depository Agreement Exhibit C The Depository Trust Company: Principal and Income Payments Rider Exhibit D Representations for Deposit/Withdrawal at Custodian Exhibit E Form of Common Securities Certificate EXHIBIT B Exhibit F Form of Expense Agreement EXHIBIT C as to Expenses and Liabilities Exhibit G Form of Preferred Securities Certificate WESTERN RESOURCES CAPITAL I AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made AGREEMENT, dated as of July 1_____ __,____, 2002, by and among (i) Southern Company Capital FundingWestern Resources, Inc., a Delaware Kansas corporation (the "Depositor" or the "CompanyWestern Resources"), (ii) Deutsche Bank Wilmington Trust Company AmericasCompany, a banking corporation duly organized and existing under the laws of New Yorkthe State of Delaware, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Trust Company DelawareXxxxxx X. Kitchen, a banking corporation duly organized under the laws of Delawarean individual, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne BostonXxxxx X. Xxxxxx, an individual, and Sam H. Dabbs, Jr.Xxxx X. Xxxxxxxxx, an indivixxxxindividual, as administrative trustees each of whose address is c/o Western Resources, 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000 (xxxx xx each an "Xxxxxxxtrative Administrative Trustee" and together referred to collectively as the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the "Trustees") and (viv) the several Holders, Holders (as hereinafter defineddefined herein).

Notice and Demand. 47 59 Section 10.09 Agreement Not to Petition.............................................................48 ......................................60 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ..............................61 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Capital Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital Funding, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Linda Malone, an individual, Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative admxxxxxxxxxxx trustees (xxxx xx each ax "Xxxxxxxtrative Xdministrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 43 Section 10.09 Agreement Not to Petition.............................................................48 ............................44 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ....................44 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital Funding, Inc.Mississippi Power Company, a Delaware Mississippi corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Bankers Trust Company AmericasDelaware, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Bankers Trust Company (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Vicki Pierce, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative axxxxxxxxxxxxe trustees (xxxx xx each an "Xxxxxxxtrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 51 Section 10.09 Agreement Not to Petition.............................................................48 ..........................................................................52 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ..................................................................52 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July February 1, 20021997, by and among (i) Southern Company Capital Funding, Inc.Mississippi Power Company, a Delaware Mississippi corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Bankers Trust Company AmericasCompany, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Bankers Trust Company (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne BostonAnn Estes, an individual, and Sam H. Dabbs, Jr.Wayne Boston, an indivixxxxindividuax, as administrative xx xxxinistrative trustees (xxxx xx an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 44 Section 10.09 Agreement Not to Petition.............................................................48 .....................45 Section 10.10 Conflict with Trust Indenture Act.....................................................48 .............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July June 1, 20021997, by and among (i) Southern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Bankers Trust Company AmericasCompany, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Bankers Trust Company (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne Boston, an individual, and Sam H. Dabbs, Jr.Richard A. Childs, an indivixxxxindividual, as administrative xx xxministrative trustees (xxxx each xx "Xxxxxxxtrative Xxxxxxstrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 53 Section 10.09 Agreement Not to Petition.............................................................48 Section 10.10 10.08 Conflict with Trust Indenture Act.....................................................48 .....................................54 Section 10.09 Acceptance of Terms of Trust Agreement, Guarantees and Subordinated Indenture................................................54 Section 10.10 Execution of Counterparts.............................................54 EXHIBIT A Form of Common Securities Certificate EXHIBIT B Form of Expense Agreement EXHIBIT C Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________, 2002200_, by and among (i) Southern Company Capital FundingNextel Communications, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company Americas__________, a banking corporation duly organized and existing under the laws of New York____________, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware__________, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne Boston__________, an individual, __________, an individual, and Sam H. Dabbs, Jr.__________, an indivixxxxindividual, as administrative trustees (xxxx xx each an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 46 Section 10.09 Agreement Not to Petition.............................................................48 .................................................. 47 Section 10.10 Conflict with Trust Indenture Act.....................................................48 .......................................... 47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate iv 5 AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________, 2002___, by and among (i) Southern Company Capital Funding, The MONY Group Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne BostonKennxxx X. Xxxxxx, an xx individual, and Sam H. DabbsRichxxx Xxxxxxxx, Jr., an indivixxxxxx individual, as administrative trustees (xxxx xx each an "Xxxxxxxtrative Administrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 58 Section 10.09 Agreement Not to Petition.............................................................48 ..................................59 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ..........................59 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital FundingAlabama Power Company, Inc., a Delaware an Alabama corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne BostonWilliam E. Zales, Jr., an individual, and Sam H. Dabbs, Jr.J. Randy DeRieux, an indivixxxxindixxxxxx, as administrative xx xxxxxxxxxxtive trustees (xxxx xx each an "Xxxxxxxtrative Xxxxxxxxxxxxxe Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 44 Section 10.09 Agreement Not to Petition.............................................................48 ..................................44 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ..........................44 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital Funding, Inc.Gulf Power Company, a Delaware Maine corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Linda Malone, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative axxxxxxxxxxxxe trustees (xxxx xx each an "Xxxxxxxtrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 44 Section 10.09 Agreement Not to Petition.............................................................48 ......................45 Section 10.10 Conflict with Trust Indenture Act.....................................................48 ..............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July 1________ __, 200219__, by and among (i) Southern Company Capital Funding, Inc.Georgia Power Company, a Delaware Georgia corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Chase Manhattan Bank Trust Company Delaware, a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Judy M. Anderson, an individual, and Wayne Boston, an individual, and Sam H. Dabbs, Jr., an indivixxxx, as administrative xx xxxxxxxxxxxxxe trustees (xxxx xx each an "Xxxxxxxtrative Xxxxxistrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.

Notice and Demand. 47 44 Section 10.09 Agreement Not to Petition.............................................................48 .....................45 Section 10.10 Conflict with Trust Indenture Act.....................................................48 .............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT B D Form of Expense Agreement EXHIBIT C E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of July June 1, 20021998, by and among (i) Southern Company Capital Funding, Inc., a Delaware corporation (the "Depositor" or the "Company"), (ii) Deutsche Bank Bankers Trust Company AmericasCompany, a banking corporation duly organized and existing under the laws of New York, as trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Bankers Trust Company (Delaware), a banking corporation duly organized under the laws of Delaware, as Delaware trustee (the "Delaware Trustee" and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"), (iv) Wayne Boston, an individual, and Sam H. Dabbs, Jr.Richard A. Childs, an indivixxxxindividual, as administrative ax xxxinistrative trustees (xxxx xx each ax "Xxxxxxxtrative Trustee" and together the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees") and (v) the several Holders, as hereinafter defined.