0000044545-05-000009 Sample Contracts

550,000 Shares
Underwriting Agreement • November 17th, 2005 • Gulf Power Co • Electric services • New York

Gulf Power Company, a Florida corporation (the “Company”), confirms its agreement (the “Agreement”) with you and the other underwriter named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriters substituted as hereinafter provided in Section 10 hereof) for whom you are acting as representative (in such capacity, you shall be hereinafter referred to as the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 550,000 shares of 6.000% Series Preference Stock, Non-Cumulative, Par Value $100 Per Share of the Company (the “Preference Stock”) as set forth in Schedule I hereto.

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