Common use of Notice and Demand Clause in Contracts

Notice and Demand. 58 Section 10.09 Agreement Not to Petition.....................................59 Section 10.10 Conflict with Trust Indenture Act.............................59 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Power Company, a Maine corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda Malone, an individual, Wayne Boston, an individual, as admxxxxxxxxxxx trustees (each ax "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. 58 Section 10.09 Agreement Not to Petition.....................................59 Section 10.10 Conflict with Trust Indenture Act.............................59 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Power Company, a Maine corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda Malone, an individual, Wayne Boston, an individual, as admxxxxxxxxxxx xx xxxxxxstrative trustees (each ax xxch an "Xdministrative 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. 58 45 Section 10.09 Agreement Not to Petition.....................................59 ....................45 Section 10.10 Conflict with Trust Indenture Act.............................59 ............46 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D B Form of Expense Agreement EXHIBIT E C Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 1920__, by and among (i) Gulf Power Company, a Maine Florida corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBank of 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 Trustee, the "Bank"), (iii) Chase Manhattan Bank 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) Linda MaloneTerry A. Davis, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx xxxxxxxxxxxxxe trustees (each ax an "Xdministrative 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. 58 44 Section 10.09 Agreement Not to Petition.....................................59 .........................44 Section 10.10 Conflict with Trust Indenture Act.............................59 .................45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Georgia Power Company, a Maine Georgia corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda MaloneJudy M. Anderson, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx ax xxxxxxxxxxxxxx trustees (each ax an "Xdministrative 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. 58 46 Section 10.09 11.09 Agreement Not to Petition.....................................59 ....................................47 Section 10.10 11.10 Conflict with Trust Indenture Act.............................59 ............................47 EXHIBIT A [INTENTIONALLY RESERVED] Form of Control Certificate EXHIBIT B Form of Certificate Depository Expense Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Trust Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ ___ 1, 19__1998, by and among (i) Gulf Power CompanyAEP Resources, a Maine corporation Inc., an Ohio company (the "Depositor" or the "Company"), (ii) 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 Chase Manhattan BankBank of 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) Chase Manhattan The Bank 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) Linda MaloneXxxxxxx X. Xxxxx, an individual, Wayne BostonXxxxxxx X. Xxxxxx, an individual, Xxxxx X. Xxxxxxx, an individual, and Xxxxxx X. Xxxxxx, an individual, as admxxxxxxxxxxx administrative trustees (each ax an "Xdministrative 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. 58 67 Section 10.09 Agreement Not to Petition.....................................59 .......................................68 Section 10.10 Conflict with Trust Indenture Act.............................59 ...............................68 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Capital Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __February 1, 19__1997, by and among (i) Gulf Power CompanySouthern Company Capital Funding, Inc., a Maine Delaware corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBankers Trust Company, 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) Chase Manhattan Bank Bankers Trust (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 Richard A. Childs, an individual, as admxxxxxxxxxxx xxxxnistrative trustees (each ax an "Xdministrative 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. 58 44 Section 10.09 Agreement Not to Petition.....................................59 .....................45 Section 10.10 Conflict with Trust Indenture Act.............................59 .............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __June 1, 19__1997, by and among (i) Gulf Power CompanySouthern Company Capital Funding, Inc., a Maine Delaware corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBankers Trust Company, 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) Chase Manhattan Bank Bankers Trust (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, as admxxxxxxxxxxx and Richard A. Childs, an individual, xx xxministrative trustees (each ax xx "Xdministrative 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. 58 49 Section 10.09 Agreement Not not to Petition.....................................59 .....................................................................50 Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.............................59 ........................................50 Section 10.11 Counterparts..................................................................................51 EXHIBIT A [INTENTIONALLY RESERVED] CERTIFICATE OF TRUST OF CLEVELAND ELECTRIC FINANCING TRUST EXHIBIT B Form of Certificate Depository Agreement CERTIFICATE DEPOSITORY AGREEMENT EXHIBIT C Form of Common Securities Certificate CERTIFICATE EVIDENCING COMMON SECURITIES OF CLEVELAND ELECTRIC FINANCING TRUST I EXHIBIT D Form of Expense Agreement AGREEMENT AS TO EXPENSES AND LIABILITIES EXHIBIT E Form of Preferred Securities Certificate ASSIGNMENT AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made AGREEMENT, (this "Trust Agreement") dated as of ________ ______, 19__2001, by and among (i) Gulf Power The Cleveland Electric Illuminating Company, a Maine an Ohio corporation (the "Depositor" or the "CompanyCleveland Electric"), (ii) The Chase Manhattan BankBank of 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) Chase Manhattan The Bank 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) Linda Malone), an individualThomxx Xxxxx xxx Randx Xxxxxx, Wayne Boston, an individualxxdividuals, as admxxxxxxxxxxx trustees trustees, each of whose address is c/o Cleveland Electric Illuminating Company, 76 Sxxxx Xxxx Xxxxxx, Xxxxx, Xxxx (each ax xxch an "Xdministrative 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. 58 46 Section 10.09 Agreement Not to Petition.....................................59 ...............................47 Section 10.10 Conflict with Trust Indenture Act.............................59 .......................47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Savannah Electric and Power Company, a Maine Georgia corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBank of 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 Trustee, the "Bank"), (iii) Chase Manhattan The Bank 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) Linda MaloneNancy Frankenhausen, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx xx xdministrative trustees (each ax an "Xdministrative 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. 58 59 Section 10.09 Agreement Not to Petition.....................................59 ......................................60 Section 10.10 Conflict with Trust Indenture Act.............................59 ..............................61 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Capital Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Power Company, a Maine corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda Malone, an individual, Wayne Boston, an individual, as admxxxxxxxxxxx trustees (each ax "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. 58 44 Section 10.09 Agreement Not to Petition.....................................59 .............................45 Section 10.10 Conflict with Trust Indenture Act.............................59 .....................45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Georgia Power Company, a Maine Georgia corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda MaloneJudy M. Anderson, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx xx xxxxxxxxxxxxxe trustees (each ax an "Xdministrative 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. 58 44 Section 10.09 Agreement Not to Petition.....................................59 ......................45 Section 10.10 Conflict with Trust Indenture Act.............................59 ..............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __December 1, 19__1998, by and among (i) Gulf Power CompanySouthern Company Capital Funding, Inc., a Maine Delaware corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBankers Trust Company, 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) Chase Manhattan Bank Bankers Trust (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, as admxxxxxxxxxxx and Richard A. Childs, an individual, xx xdministrative trustees (each ax xx "Xdministrative 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. 58 46 Section 10.09 Agreement Not to Petition.....................................59 ..........................................................................47 Section 10.10 Conflict with Trust Indenture Act.............................59 ..................................................................47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __January 1, 19__1998, by and among (i) Gulf Power Company, a Maine corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda Malone, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx xx xxxxxxxxrative trustees (each ax xx "Xdministrative 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. 58 44 Section 10.09 Agreement Not to Petition.....................................59 .....................45 Section 10.10 Conflict with Trust Indenture Act.............................59 .............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __June 1, 19__1998, by and among (i) Gulf Power CompanySouthern Company Capital Funding, Inc., a Maine Delaware corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBankers Trust Company, 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) Chase Manhattan Bank Bankers Trust (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, as admxxxxxxxxxxx and Richard A. Childs, an individual, ax xxxinistrative trustees (each ax "Xdministrative 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. 58 44 Section 10.09 Agreement Not to Petition.....................................59 ..............................45 Section 10.10 Conflict with Trust Indenture Act.............................59 ......................45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __1, 19__1997, by and among (i) Gulf Power CompanySouthern Company Capital Funding, Inc., a Maine Delaware corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBankers Trust Company, 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) Chase Manhattan Bank Bankers Trust (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, as admxxxxxxxxxxx and Rxxxxxd A. Childs, an individual, xx xxxxxxstrative trustees (each ax an "Xdministrative 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. 58 51 Section 10.09 Agreement Not to Petition.....................................59 ..........................................................................52 Section 10.10 Conflict with Trust Indenture Act.............................59 ..................................................................52 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __February 1, 19__1997, by and among (i) Gulf Mississippi Power Company, a Maine Mississippi corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBankers Trust Company, 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 Trustee, the "Bank"), (iii) Chase Manhattan Bank Bankers Trust (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 MaloneAnn Estes, an individual, and Wayne Boston, an individualindividuax, as admxxxxxxxxxxx xx xxxinistrative trustees (each ax xxxx an "Xdministrative 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. 58 46 Section 10.09 Agreement Not to Petition.....................................59 .................................................. 47 Section 10.10 Conflict with Trust Indenture Act.............................59 .......................................... 47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate iv 5 AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19___, by and among (i) Gulf Power CompanyThe MONY Group Inc., a Maine Delaware corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda MaloneKennxxx X. Xxxxxx, an xx individual, Wayne Bostonand Richxxx Xxxxxxxx, an xx individual, as admxxxxxxxxxxx administrative trustees (each ax an "Xdministrative 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. 58 59 Section 10.09 Agreement Not to Petition.....................................59 60 Section 10.10 Conflict with Trust Indenture Act.............................59 61 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Capital Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Power Company, a Maine corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda Malone, an individual, Wayne Boston, an individual, as admxxxxxxxxxxx trustees (each ax "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. 58 41 Section 10.09 10.10. Agreement Not to Petition.....................................59 41 Section 10.10 10.11. Trust Indenture Act; Conflict with Trust Indenture Act.............................59 EXHIBIT ........42 -------------------- Exhibit A [INTENTIONALLY RESERVED] EXHIBIT Certificate of Trust Exhibit B Form of Certificate Letter of Representations Exhibit C The Depository Agreement EXHIBIT C Trust Company: Principal and Income Payments Rider Exhibit D Representations for Deposit/Withdrawal at Custodian Exhibit E Form of Common Securities Certificate EXHIBIT D Exhibit F Form of Expense Agreement EXHIBIT E 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 ________ __October 21, 19__1996, by and among (i) Gulf Power Xxxxx X. Xxxxx, President and Chief Operating Officer of Southwestern Public Service Company (the "Initial Depositor"), (ii) Southwestern Public Service Company, a Maine New Mexico corporation (the "Depositor" or the "CompanySPS"), (iiiii) The Chase Manhattan BankWilmington Trust Company, 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) 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) Linda MaloneXxxxx X. Xxxxx, an individual, Wayne BostonXxxxxx X. Xxxxxxxxx, an individual, as admxxxxxxxxxxx trustees and Xxxxx X. Xxxxxxxxxxx, an individual, each of whose address is c/o SPS, Tyler at Xxxxx, Xxxxxxxx, Xxxxx 00000 (each ax an "Xdministrative 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. 58 46 Section 10.09 Agreement Not to Petition.....................................59 Petition ....................... 47 Section 10.10 Conflict with Trust Indenture Act.............................59 . .............. 47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ , __, 19__, by and among (i) Gulf Power CompanyThe MONY Group Inc., a Maine Delaware corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda MaloneKennxxx X. Xxxxxx, an xx individual, Wayne Bostonand Richxxx Xxxxxxxx, an xx individual, as admxxxxxxxxxxx administrative trustees (each ax an "Xdministrative 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. 58 44 Section 10.09 Agreement Not to Petition.....................................59 ..................................44 Section 10.10 Conflict with Trust Indenture Act.............................59 ..........................44 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Power Company, a Maine corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda Malone, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx axxxxxxxxxxxxe trustees (each ax an "Xdministrative 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. 58 Section 10.09 Agreement Not to Petition.......................................................................59 Section 10.10 Conflict with Trust Indenture Act.......................................................59 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Alabama Power Company, a Maine an Alabama corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda MaloneWilliam E. Zales, Jr., an individual, Wayne Bostonand J. Randy DeRieux, an individualindixxxxxx, as admxxxxxxxxxxx xx xxxxxxxxxxtive trustees (each ax an "Xdministrative 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. 58 44 Section 10.09 Agreement Not to Petition.....................................59 .............................................................44 Section 10.10 Conflict with Trust Indenture Act.............................59 .....................................................45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C A......... Form of Common Securities Certificate EXHIBIT D B......... Form of Expense Agreement EXHIBIT E C......... Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __June 1, 19__2002, by and among (i) Gulf Georgia Power Company, a Maine Georgia corporation (the "Depositor" or the "Company"), (ii) The JPMorgan 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 Trustee, the "Bank"), (iii) Chase Manhattan Bank 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) Linda MaloneJanice G. Wolfe, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx xx xxxxxxxxxxxxve trustees (each ax an "Xdministrative 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. 58 43 Section 10.09 Agreement Not to Petition.....................................59 ............................44 Section 10.10 Conflict with Trust Indenture Act.............................59 ....................44 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Mississippi Power Company, a Maine Mississippi corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBankers Trust Delaware, 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 Trustee, the "Bank"), (iii) Chase Manhattan Bank Bankers Trust (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 MaloneVicki Pierce, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx axxxxxxxxxxxxe trustees (each ax an "Xdministrative 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. 58 45 Section 10.09 Agreement Not to Petition.....................................59 ..........................46 Section 10.10 Conflict with Trust Indenture Act.............................59 ..................46 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __1, 19__1998, by and among (i) Gulf Power CompanySouthern Company Capital Funding, Inc., a Maine Delaware corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBankers Trust Company, 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) Chase Manhattan Bank Bankers Trust (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, as admxxxxxxxxxxx and Richard A. Childs, an individual, xx xxministrative trustees (each ax xx "Xdministrative 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. 58 46 Section 10.09 Agreement Not to Petition.....................................59 .........................46 Section 10.10 Conflict with Trust Indenture Act.............................59 .................47 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D B Form of Expense Agreement EXHIBIT E C Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 1920__, by and among (i) Gulf Power Company, a Maine Florida corporation (the "Depositor" or the "Company"), (ii) The Chase Manhattan BankBank of 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 Trustee, the "Bank"), (iii) Chase Manhattan Bank 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) Linda MaloneTerry A. Davis, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx xxxxxxxxxxxxxe trustees (each ax an "Xdministrative 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. 58 44 Section 10.09 Agreement Not to Petition.....................................59 ......................45 Section 10.10 Conflict with Trust Indenture Act.............................59 ..............45 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement [INTENTIONALLY RESERVED] EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __, 19__, by and among (i) Gulf Georgia Power Company, a Maine Georgia corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda MaloneJudy M. Anderson, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx xx xxxxxxxxxxxxxe trustees (each ax an "Xdministrative 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. 58 54 Section 10.09 Agreement Not to Petition.....................................59 ..........................................................................54 Section 10.10 Conflict with Trust Indenture Act.............................59 ..................................................................55 EXHIBIT A [INTENTIONALLY RESERVED] EXHIBIT B Form of Certificate Depository Agreement EXHIBIT C Form of Common Securities Certificate EXHIBIT D Form of Expense Agreement EXHIBIT E Form of Preferred Securities Certificate AMENDED AND RESTATED TRUST AGREEMENT THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________ __January 1, 19__1997, by and among (i) Gulf Power Company, a Maine corporation (the "Depositor" or the "Company"), (ii) The 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 Trustee, the "Bank"), (iii) 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) Linda Malone, an individual, and Wayne Boston, an individual, as admxxxxxxxxxxx xxxxxxxxxative trustees (each ax xx "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.