##### 



UNITED STATESSECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 þ

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2006
 OR
 o
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from            to
 Commission
    
    Registrant, State of Incorporation,
    
    I.R.S. EmployerFile Number
    
    Address and Telephone Number
    
    Identification No.0-2429
    
    Gulf Power Company
    
    59-0276810(A Florida Corporation)One Energy PlacePensacola, Florida 32520(850) 444-6111
 Securities registered pursuant to Section 12(b) of the Act 1
  Title of each class
 Senior Notes
 
 o þ
 o þ
 þ o
 þ
  o o þ
 o þ
  
 1
    
    As of December 31, 2006.




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##### 



EXPLANATORY NOTE
  1




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##### 



ITEM 11. EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
  GUIDING PRINCIPLES AND POLICIES
    
    
    Southern Companys actual earnings per share (EPS) and the
Companys business unit performance, which includes return on
equity (ROE), compared to target performance levels established
early in the year, determine the ultimate short-term (annual)
incentive payouts.
 
    
    Southern Company common stock (Common Stock) price changes
result in higher or lower ultimate values of stock options.
 
    
    Southern Companys dividend payout and total shareholder return
(TSR) compared to those of its industry peers lead to higher or
lower payouts under the Performance Dividend Program (PDP).
     2




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##### 



Intended Role and What the ElementPay Element
    
    Rewards
    
    Why We Use the ElementBase Salary
    
    Base salary is pay
for competence in
the executive role,
with a focus on
scope of
responsibilities.
    
          Market practice.      Provides a threshold level
of cash compensation for job
performance.Short-Term Incentive
    
    The Companys
Performance Pay
Program (the PPP)
rewards achievement
of operational, EPS
and business unit
financial goals.
    
          Market practice.      Focuses attention on
achievement of short-term goals
that ultimately works to fulfill
our mission to customers and lead
to increased stockholder value in
the long-term.Long-Term 
Incentive: Stock 
Options
    
    Stock options
reward price
increases in Common
Stock over the
market price on
date of grant, over
a 10-year term.
    
          Represents
performance-based compensation.      Aligns executives
interests with those of Southern
Company stockholders.Long-Term 
Incentive: PDP
    
    The PDP provides
cash compensation
dependent on the
number of stock
options held at
year end, Southern
Companys declared
dividends during
the year and
Southern Companys
four-year TSR
versus industry
peers.
    
          Performance-based
compensation.      Enhances the value of
stock options and focuses
executives on maintaining a
significant dividend yield for
Southern Companys stockholders.      Aligns executives
interests with Southern Company
stockholder interests since
payouts are dependent on
performance, defined as Common
Stock performance vs. industry
peers.      Competitive market
practice.Discretionary Bonus
    
         An
employees
supervisor may make
discretionary bonus
payments to an
individual based on
extraordinary
performance.     Awards are
not tied to pre-established performance goals.
    
          Provides a means of
rewarding, on a current basis,
extraordinary performance of individuals.
 3




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##### 



Intended Role and What the ElementPay Element
    
    Rewards
    
    Why We Use the ElementRetirement Benefits
    
         The
Deferred
Compensation Plan
(the DCP)
provides the
opportunity to
defer to future
years all or part
of base salary and
bonus in either a
prime interest rate
or Common Stock
account.     Executives
participate in
employee benefit
plans available to
all employees of
the Company,
including a 401(k)
savings plan and
the funded Southern
Company Pension
Plan (the Pension
Plan).     The
Supplemental
Benefit Plan (the
SBP) counts pay
ineligible to be
counted under the
Pension Plan and
the 401(k) plan due
to Internal Revenue
Service rules,
including deferred
salary.     The
Supplemental
Executive
Retirement Plan
(the SERP) counts
short-term
incentive pay above
15% of base salary
for pension
purposes.
    
         The DCP is a cost-effective method of providing
additional cash flow to the
Company while enhancing the
retirement savings of executives.     The effect of the SBP and the SERP is to eliminate the
effect of tax limitations on the
payment of retirement benefits.      Represents market practice for companies in Southern
Companys peer group and
generally.Perquisites and
Other Personal
Benefits
    
         Personal
financial planning
maximizes the
perceived value of
our executive
compensation
program to
executives and
allows executives
to focus on Company
operations.     Home
security systems
lower our risk of
harm to
executives.     Club
memberships are
provided primarily
for business
use.
    
    Perquisites benefit both the
Company and executives, at low
cost to the Company.Post-Termination Pay
    
    CIC plans provide
severance pay,
accelerated vesting
and payment of
short- and
long-term incentive
awards upon a CIC
of the Company or
Southern Company
coupled with
involuntary
termination not for
Cause or a
voluntary
termination for
Good Reason.
    
         Providing protections to
senior executives upon a CIC
minimizes disruption during a
pending or anticipated CIC.      Payment and vesting occur
only upon the occurrence of both
an actual CIC and loss of the
executives position.
   4




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##### 



Allegheny Energy, Inc.
    
    Entergy Corporation
    
    PNM Resources, Inc.Alliant Energy Corporation
    
    Exelon Corporation
    
    PPL CorporationAmeren Corporation
    
    FirstEnergy Corp.
    
    Progress Energy, Inc.American Electric Power
Company, Inc.
    
    FPL Group, Inc.
    
    Public Service Enterprise Group IncorporatedCenterpoint Energy, Inc.
    
    Great Plains Energy Incorporated
    
    Puget Energy, Inc.Cinergy Corp.
    
    Hawaiian Electric Industries, Inc.
    
    SCANA CorporationCMS Energy Corporation
    
    KeySpan Corporation
    
    Sempra EnergyConsolidated Edison, Inc.
    
    NiSource Inc.
    
    Sierra Pacific ResourcesConstellation Energy Group, Inc.
    
    Northeast Utilities
    
    TECO Energy, Inc.Dominion Resources, Inc.
    
    NSTAR
    
    TXU Corp.DTE Energy Company
    
    OGE Energy Corp.
    
    Wisconsin Energy CorporationDuke Energy Corporation
    
    Pepco Holdings, Inc.
    
    WPS Resources CorporationEdison International
    
    PG&E Corporation
    
    Xcel Energy Inc.Energy East Corporation
    
    Pinnacle West Capital Corporation
  th
  
    
    Base salaries for senior executives were targeted at market, though individual salaries
may be above or below that level for reasons of time in position, criticality to the
business, individual performance or internal equity.
    
    Target PPP opportunities were somewhat higher than market because in 2000, a long-term
incentive plan (the Productivity Improvement Plan) was terminated and its award
opportunities folded in with PPP. Target opportunities are set at a percentage of base
salary.
    
    To counterbalance the above-market PPP opportunities, stock option award sizes were set
to be somewhat below market after taking into account the related PDP opportunity.
  5




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##### 



DESCRIPTION OF KEY COMPENSATION COMPONENTS
      Achieving Operational and Financial Goals  Our Guiding Principle for Incentive
Compensation
   
    
    Continued industry-leading reliability and customer satisfaction, while maintaining our
low retail prices relative to the national average; and
    
    Meeting increased energy demand with the best economic and environmental choices.
  
    
    Southern Company EPS Growth  A continuation of growing EPS an average of five percent
per year from a base, excluding synfuel earnings, established in 2002. The target goal
shown below is five percent greater than the goal established for 2005.
    
    Company ROE in the top quartile of comparable electric utilities.
 6




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##### 




    
    Common Stock Dividend Growth.
    
    Long-term, risk-adjusted Southern Company TSR.
    
    Financial Integrity  An attractive risk-adjusted return, sound financial policy and a
stable A credit rating.
   2006 PPP
 Program Design
    
 
    
    Operational goals for 2006 were safety, customer service, plant availability,
transmission and distribution system reliability, inclusion, capital expenditures, and for
Southern Company Generation, also net income. Each of these Operational Goals is explained
in more detail under Goal Details below. The result of all Operational Goals is averaged
and multiplied by the bonus impact of the EPS and Business Unit Financial Goals. The
amount for each goal can range from 0.90 to 1.10 or 0.00 if a threshold performance level
is not achieved as more fully described below. The level of achievement for each
Operational Goal is determined and the results are averaged.
    
    Southern Company EPS is weighted at 50% of the Financial Goals. EPS is defined as
earnings from continuing operations divided by average shares outstanding during the year,
excluding synthetic fuel earnings (synfuel earnings). The EPS performance measure is
applicable to all participants in the PPP, including the named executive officers.
    
    Business Unit financial performance is weighted at 50% of the financial goals. The
Company financial performance goal is ROE, which is defined as the Companys net income
divided by
 7




---



##### 



average equity for the year. For Southern Company Generation, it is calculated using a
corporate-wide weighted average of all the business unit financial performance goals, including
primarily the ROE of the Company and affiliated companies, Alabama Power Company, Georgia Power
Company and Mississippi Power Company. For Ms. Manuel, the Business Unit financial goal was
weighted 30% Company ROE and 20% Southern Company Generation Financial Goal.
             8




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##### 



SafetyCompany/
    
    
    
    CompetitiveSouthern
    
    
    
    GenerationLevel of
    
    Customer
    
    
    
    
    
    Company
    
    
    
    NetPerformance
    
    Service
    
    Reliability
    
    Availability
    
    Generation
    
    Inclusion
    
    Income
    
    CapitalMaximum (1.10)
    
    Top quartile
    
    Improve
historical
performance
    
    
    2.00
    %
    
    1.25/0.66
    
    Significant
improvement
    
    $310 million
    
    Below budgetTarget (1.00)
    
    2nd quartile
    
    Maintain
historical
performance
    
    
    2.75
    %
    
    1.75/0.88
    
    Improve
    
    $285 million
    
    Slightly above
budgetThreshold (0.90)
    
    3rd quartile
    
    Below historical
performance
    
    
    3.75
    %
    
    2.50/1.10
    
    Below expectations
    
    $226 million
    
    Above budget0 Trigger
    
    4th quartile
    
    Significant issues
    
    
    6.00
    %
    
    >2.50/>1.10
    
    Significant issues
    
    < $226 million
    
    See gate goal
   SouthernCompanyEPS
    
    Business Unit
    
    
    
    
    
    Payout Factor at
    
    Payout BelowExcluding
    
    Financial
    
    
    
    
    
    Highest Level of
    
    Threshold forLevel of
    
    Synfuel
    
    Performance
    
    Payout
    
    Operational Goal
    
    Operational GoalPerformance
    
    Earnings
    
    ROE
    
    Factor
    
    Achievement
    
    AchievementMaximum
    
    $
    2.11
    
    
    
    14.25
    %
    
    
    2.00
    
    
    
    2.20
    
    
    
    0.00Target
    
    $
    2.055
    
    
    
    13.25
    %
    
    
    1.00
    
    
    
    1.10
    
    
    
    0.00Threshold
    
    $
    1.97
    
    
    
    10.50
    %
    
    
    0.25
    
    
    
    0.275
    
    
    
    0.00Below threshold
    
    
    <$1.97
    
    
    
    <10.50
    %
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
   9




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##### 



Business
    
    TotalUnit
    
    WeightedOperational
    
    EPS,
    
    EPS Goal
    
    Business
    
    Financial
    
    Financial
    
    TotalGoal
    
    Excluding
    
    Performance
    
    Unit
    
    Performance
    
    Performance
    
    PPPBusiness
    
    Multiplier
    
    Synfuel
    
    Factor (50%
    
    Financial
    
    Factor (50%
    
    Factor
    
    factorUnit
    
    (A)
    
    Earnings
    
    Weight)
    
    Performance
    
    Weight)
    
    (B)
    
    (A x B)Company
    
    
    1.06
    
    
    $
    2.10
    
    
    
    1.84
    
    
    
    13.33
    %
    
    
    1.08
    
    
    
    1.46
    
    
    
    1.55Southern Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    13.7% (CorporateGeneration
    
    
    1.09
    
    
    $
    2.10
    
    
    
    1.84
    
    
    Average)
    
    
    1.53
    
    
    
    1.68
    
    
    
    1.83
     Stock Options
    PDP
  10




---



##### 



The peer group used to determine the payout for the 2003-2006 performance measurement period was
made up of utilities with revenues of $2 billion or more with regulated revenues of 70% or more.
Those companies are listed below. Allegheny Energy, Inc.
    
    Exelon Corporation
    
    Progress Energy, Inc.Alliant Energy Corporation
    
    FirstEnergy Corporation
    
    Public Service Enterprise Group IncorporatedAmeren Corporation
    
    FPL Group, Inc.
    
    Puget Energy, Inc.American Electric Power
Company, Inc.
    
    NiSource Inc.
    
    SCANA CorporationAvista Corporation
    
    Northeast Utilities
    
    Sempra EnergyCinergy Corp.
    
    NorthWestern Corporation
    
    Sierra Pacific ResourcesConsolidated Edison, Inc.
    
    NSTAR
    
    Westar Energy, Inc.DTE Energy Company
    
    OGE Energy Corp.
    
    Wisconsin Energy CorporationEnergy East Corporation
    
    Pepco Holdings, Inc.
    
    Xcel Energy Inc.Entergy Corporation
    
    Pinnacle West Capital Corporation
  Payout (% of A FullPerformance vs. Peer Group
    
    Years Dividend Paid)90th percentile or higher
    
    
    100
    %50th percentile
    
    
    50
    %10th percentile or lower
    
    
    0
    %
 th th
   11




---



##### 



2006-2009 Opportunity
   Allegheny Energy, Inc.
    
    Edison International
    
    PG&E CorporationAlliant Energy Corporation
    
    Energy East Corporation
    
    Pinnacle West Capital CorporationAmeren Corporation
    
    Entergy Corporation
    
    Progress Energy, Inc.American Electric Power
Company, Inc.
    
    Exelon Corporation
    
    Puget Energy, Inc.Aquila, Inc.
    
    FPL Group, Inc.
    
    SCANA CorporationCenterpoint Energy, Inc.
    
    KeySpan Corporation
    
    Sempra EnergyCinergy Corp.
    
    NiSource Inc.
    
    Sierra Pacific ResourcesCMS Energy Corporation
    
    Northeast Utilities
    
    Westar Energy, Inc.Consolidated Edison, Inc.
    
    NSTAR
    
    Wisconsin Energy CorporationDPL Inc.
    
    Pepco Holdings, Inc.
    
    Xcel Energy Inc.
  Payout (% of a Full YearsPerformance vs. Peer Group
    
    Dividend Paid)90th percentile or higher
    
    
    100
    %50th percentile
    
    
    50
    %10th percentile or lower
    
    
    0
    %
  Discretionary Bonuses
  Timing of Incentive Compensation
  12




---



##### 



Post-Employment Compensation
  Retirement Benefits
   CIC Protections
    Executive Stock Ownership Requirements
   13




---



##### 



Multiple of Salary Without
    
    Multiple of Salary CountingName
    
    Counting Stock Options
    
    1/3 of Vested OptionsS. N. Story
    
    3 Times
    
    6 TimesR. R. Labrato
    
    1 Times
    
    2 TimesF. M. Fisher, III
    
    1 Times
    
    2 TimesP. B. Jacob
    
    1 Times
    
    2 TimesP. M. Manuel
    
    1 Times
    
    2 Times
   Impact of Accounting and Tax Treatments on Compensation
  Policy on Recovery of Awards
  Southern Company Policy Regarding Hedging the Economic Risk of Stock Ownership
  COMPENSATION COMMITTEE REPORT
   
 14




---



##### 



SUMMARY COMPENSATION TABLE FOR 2006
  Change inPensionValue andNon-
    
    Nonquali-Equity
    
    fiedIncentive
    
    Deferred
    
    AllPlan
    
    Compensa
    
    OtherStock
    
    Option
    
    Compensa
    
    -tion
    
    CompenName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    -tion
    
    Earnings
    
    -sation
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)Susan N. Story
President, Chief
Executive Officer
and Director
    
    
    2006
    
    
    
    349,187
    
    
    
    0
    
    
    
    0
    
    
    
    144,347
    
    
    
    383,590
    
    
    
    65,344
    
    
    
    29,330
    
    
    
    971,798Ronnie R. Labrato
Vice President and
Chief Financial
Officer
    
    
    2006
    
    
    
    219,732
    
    
    
    7,500
    
    
    
    0
    
    
    
    60,598
    
    
    
    182,948
    
    
    
    71,618
    
    
    
    25,945
    
    
    
    568,341Francis M. Fisher,
Jr.
Vice President
    
    
    2006
    
    
    
    236,468
    
    
    
    0
    
    
    
    0
    
    
    
    65,031
    
    
    
    194,183
    
    
    
    118,282
    
    
    
    20,432
    
    
    
    634,396P. Bernard Jacob
Vice President
    
    
    2006
    
    
    
    199,142
    
    
    
    0
    
    
    
    0
    
    
    
    54,938
    
    
    
    156,439
    
    
    
    53,935
    
    
    
    18,699
    
    
    
    483,153Penny M. Manuel
Vice President
    
    
    2006
    
    
    
    177,484
    
    
    
    0
    
    
    
    0
    
    
    
    26,053
    
    
    
    133,157
    
    
    
    21,857
    
    
    
    12,801
    
    
    
    371,352
       15




---



##### 



Amount Expensed in 2006
    
    Amount Expensed in 2006(Susan N. Story)
    
    (Penny M. Manuel)Grant Date
    
    ($)
    
    ($)2003
    
    
    3,678
    
    
    
    8872004
    
    
    41,419
    
    
    
    6,4702005
    
    
    50,042
    
    
    
    7,7422006
    
    
    49,208
    
    
    
    10,954TOTAL
    
    
    144,347
    
    
    
    26,053
   PPP
    
    PDP
    
    TotalName
    
    ($)
    
    ($)
    
    ($)S. N. Story
    
    
    327,867
    
    
    
    55,723
    
    
    
    383,590R. R. Labrato
    
    
    154,451
    
    
    
    28,497
    
    
    
    182,948F. M. Fisher, Jr.
    
    
    165,745
    
    
    
    28,438
    
    
    
    194,183P. B. Jacob
    
    
    140,030
    
    
    
    16,409
    
    
    
    156,439P. M. Manuel
    
    
    119,092
    
    
    
    14,065
    
    
    
    133,157
    16




---



##### 



Wall
Street Journal
    Above-MarketChange in
    
    Earnings on DeferredPension Value
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)S. N. Story
    
    
    56,406
    
    
    
    8,938
    
    
    
    65,344R. R. Labrato
    
    
    71,618
    
    
    
    0
    
    
    
    71,618F. M. Fisher, Jr.
    
    
    109,977
    
    
    
    8,305
    
    
    
    118,282P. B. Jacob
    
    
    53,721
    
    
    
    214
    
    
    
    53,935P. M. Manuel
    
    
    21,857
    
    
    
    0
    
    
    
    21,857
    TaxPerquisites
    
    Reimbursements
    
    ESP
    
    SBP-N
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)S. N. Story
    
    
    8,318
    
    
    
    4,973
    
    
    
    9,900
    
    
    
    6,139
    
    
    
    29,330R. R. Labrato
    
    
    8,123
    
    
    
    7,981
    
    
    
    9,841
    
    
    
    0
    
    
    
    25,945F. M. Fisher, Jr.
    
    
    6,414
    
    
    
    3,875
    
    
    
    9,303
    
    
    
    840
    
    
    
    20,432P. B. Jacob
    
    
    6,224
    
    
    
    3,857
    
    
    
    8,618
    
    
    
    0
    
    
    
    18,699P. M. Manuel
    
    
    2,826
    
    
    
    2,048
    
    
    
    7,927
    
    
    
    0
    
    
    
    12,801
 17




---



##### 



Description of Perquisites
 Personal Financial Planning
 Personal Use of Company-Provided Club Memberships.
 Personal Use of Corporate-Owned Aircraft.
 Home Security Systems.
 Other Miscellaneous Perquisites.
 18




---



##### 



GRANTS OF PLAN-BASED AWARDS MADE IN 2006
  All Other
    
    
    
    
    
    ClosingOption
    
    
    
    
    
    Price onAwards:
    
    Exercise
    
    Last
    
    Grant DateNumber of
    
    or Base
    
    Trading
    
    Fair ValueEstimated Possible Payouts Under
    
    Securities
    
    Price of
    
    Date Prior
    
    of StockNon-Equity Incentive Plan Awards
    
    Underlying
    
    Option
    
    to Grant
    
    and OptionGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Options
    
    Awards
    
    Date
    
    AwardsName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    ($/Sh)
    
    ($/Sh)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)S. N. Story
    
    
    2/20/2006
    
    
    PPP
    
    
    47,593
    
    
    
    211,527
    
    
    
    465,358
    
    
    
    41,329
    
    
    
    33.81
    
    
    
    33.86
    
    
    
    171,515PDP
    
    
    10,183
    
    
    
    101,827
    
    
    
    203,653R. R. Labrato
    
    
    2/20/2006
    
    
    PPP
    
    
    22,420
    
    
    
    99,646
    
    
    
    219,221
    
    
    
    14,602
    
    
    
    33.81
    
    
    
    33.86
    
    
    
    60,598PDP
    
    
    5,208
    
    
    
    52,076
    
    
    
    104,151F. M. Fisher, Jr.
    
    
    2/20/2006
    
    
    PPP
    
    
    24,060
    
    
    
    106,932
    
    
    
    235,251
    
    
    
    15,670
    
    
    
    33.81
    
    
    
    33.86
    
    
    
    65,031PDP
    
    
    5,197
    
    
    
    51,967
    
    
    
    103,933P. B. Jacob
    
    
    2/20/2006
    
    
    PPP
    
    
    20,327
    
    
    
    90,342
    
    
    
    198,753
    
    
    
    13,238
    
    
    
    33.81
    
    
    
    33.86
    
    
    
    54,938PDP
    
    
    2,999
    
    
    
    29,986
    
    
    
    59,972P. M. Manuel
    
    
    2/20/2006
    
    
    PPP
    
    
    16,142
    
    
    
    71,742
    
    
    
    157,832
    
    
    
    9,199
    
    
    
    33.81
    
    
    
    33.86
    
    
    
    38,176PDP
    
    
    2,570
    
    
    
    25,701
    
    
    
    51,403
     19




---



##### 



th
   StockOptions Held
    
    Performance Dividend
    
    Performance Dividend
    
    Performance Dividendas of
    
    Equivalent Per Option
    
    Equivalent Per Option
    
    Per Option Paid atDecember
    
    Paid at Threshold
    
    Paid at Target
    
    Maximum31, 2006
    
    Performance
    
    Performance
    
    PerformanceName
    
    (#)
    
    ($)
    
    ($)
    
    ($)S. N. Story
    
    
    132,673
    
    
    
    0.07675
    
    
    
    0.7675
    
    
    
    1.535R. R. Labrato
    
    
    67,851
    
    
    
    0.07675
    
    
    
    0.7675
    
    
    
    1.535F. M. Fisher, Jr.
    
    
    67,709
    
    
    
    0.07675
    
    
    
    0.7675
    
    
    
    1.535P. B. Jacob
    
    
    39,070
    
    
    
    0.07675
    
    
    
    0.7675
    
    
    
    1.535P. M. Manuel
    
    
    33,487
    
    
    
    0.07675
    
    
    
    0.7675
    
    
    
    1.535
     20




---



##### 



OUTSTANDING EQUITY AWARDS AT 2006 FISCAL YEAR-END
  Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveIncentive
    
    PlanPlan
    
    Awards:Awards:
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    Number
    
    
    
    
    
    Number
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    of
    
    
    
    
    
    of
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    Shares
    
    Market
    
    Unearned
    
    UnearnedNumber
    
    Number of
    
    Awards:
    
    
    
    
    
    
    
    
    
    or Units
    
    Value of
    
    Shares,
    
    Shares,of
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    of
    
    Shares or
    
    Units or
    
    Units orSecurities
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    Stock
    
    Units of
    
    Other
    
    OtherUnderlying
    
    Unexercised
    
    Underlying
    
    
    
    
    
    
    
    
    
    That
    
    Stock
    
    Rights
    
    RightsUnexercised
    
    Options
    
    Unexercised
    
    Option
    
    
    
    
    
    Have
    
    That Have
    
    That Have
    
    That HaveOptions
    
    (#)
    
    Unearned
    
    Exercise
    
    Option
    
    Not
    
    Not
    
    Not
    
    Not(#)
    
    Unexer-
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    cisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)S. N. Story
    
    
    14,978
    
    
    
    0
    
    
    
    0
    
    
    
    27.975
    
    
    
    02/14/2013
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    025,225
    
    
    
    12,612
    
    
    
    
    
    
    
    29.50
    
    
    
    02/13/201412,843
    
    
    
    25,686
    
    
    
    
    
    
    
    32.70
    
    
    
    02/18/20150
    
    
    
    41,329
    
    
    
    
    
    
    
    33.81
    
    
    
    02/20/2016R. R. Labrato
    
    
    10,366
    
    
    
    0
    
    
    
    0
    
    
    
    25.26
    
    
    
    02/15/2012
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    011,530
    
    
    
    0
    
    
    
    
    
    
    
    27.975
    
    
    
    02/14/201310,431
    
    
    
    5,215
    
    
    
    
    
    
    
    29.50
    
    
    
    02/13/20145,236
    
    
    
    10,471
    
    
    
    
    
    
    
    32.70
    
    
    
    02/18/20150
    
    
    
    14,602
    
    
    
    
    
    
    
    33.81
    
    
    
    02/20/2016F. M. Fisher, Jr.
    
    
    17,737
    
    
    
    0
    
    
    
    0
    
    
    
    27.975
    
    
    
    02/14/2013
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    011,467
    
    
    
    5,733
    
    
    
    
    
    
    
    29.50
    
    
    
    02/13/20145,701
    
    
    
    11,401
    
    
    
    
    
    
    
    32.70
    
    
    
    02/18/20150
    
    
    
    15,670
    
    
    
    
    
    
    
    33.81
    
    
    
    02/20/2016P. B. Jacob
    
    
    2,226
    
    
    
    0
    
    
    
    0
    
    
    
    27.975
    
    
    
    02/14/2013
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    04,696
    
    
    
    4,697
    
    
    
    
    
    
    
    29.50
    
    
    
    02/13/20144,738
    
    
    
    9,475
    
    
    
    
    
    
    
    32.70
    
    
    
    02/18/20150
    
    
    
    13,238
    
    
    
    
    
    
    
    33.81
    
    
    
    02/20/2016P. M. Manuel
    
    
    6,395
    
    
    
    0
    
    
    
    0
    
    
    
    25.26
    
    
    
    02/15/2012
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    06,022
    
    
    
    0
    
    
    
    
    
    
    
    27.975
    
    
    
    02/14/20133,940
    
    
    
    1,970
    
    
    
    
    
    
    
    29.50
    
    
    
    02/13/20141,987
    
    
    
    3,974
    
    
    
    
    
    
    
    32.70
    
    
    
    02/18/20150
    
    
    
    9,199
    
    
    
    
    
    
    
    33.81
    
    
    
    02/20/2016
  21




---



##### 



Expiration Date
    
    Date Fully VestedFebruary 13, 2014
    
    February 13, 2007February 18, 2015
    
    February 18, 2008February 20, 2016
    
    February 20, 2009
  OPTION EXERCISES AND STOCK VESTED IN 2006
  Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized on
    
    Acquired on
    
    Value Realized onName
    
    Exercise (#)
    
    Exercise ($)
    
    Vesting (#)
    
    Vesting ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)S. N. Story
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0R. R. Labrato
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0F. M. Fisher, Jr.
    
    
    38,928
    
    
    
    402,291
    
    
    
    0
    
    
    
    0P. B. Jacob
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0P. M. Manuel
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 PENSION BENEFITS AT 2006 FISCAL YEAR-END
 PaymentsNumber of
    
    Present Value of
    
    DuringYears Credited
    
    Accumulated
    
    Last FiscalService
    
    Benefit
    
    YearName
    
    Plan Name
    
    (#)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)S. N. Story
    
    Pension Plan
    
    
    23.92
    
    
    
    298,957
    
    
    
    0SBP-P
    
    
    23.92
    
    
    
    374,669
    
    
    
    0SERP
    
    
    23.92
    
    
    
    153,058
    
    
    
    0R. R. Labrato
    
    Pension Plan
    
    
    26.67
    
    
    
    479,648
    
    
    
    0SBP-P
    
    
    26.67
    
    
    
    134,572
    
    
    
    0SERP
    
    
    26.67
    
    
    
    112,393
    
    
    
    0F. M. Fisher, Jr.
    
    Pension Plan
    
    
    34.75
    
    
    
    794,349
    
    
    
    0SBP-P
    
    
    34.75
    
    
    
    322,573
    
    
    
    0SERP
    
    
    34.75
    
    
    
    211,075
    
    
    
    0P. B. Jacob
    
    Pension Plan
    
    
    23.33
    
    
    
    349,669
    
    
    
    0SBP-P
    
    
    23.33
    
    
    
    95,492
    
    
    
    0SERP
    
    
    23.33
    
    
    
    78,806
    
    
    
    0P. M. Manuel
    
    Pension Plan
    
    
    22.67
    
    
    
    184,539
    
    
    
    0SBP-P
    
    
    22.67
    
    
    
    44,430
    
    
    
    0SERP
    
    
    22.67
    
    
    
    42,012
    
    
    
    0
  22




---



##### 



The Pension Plan
         23




---



##### 



SBP-Pension Related (the SBP-P)
  SERP
  Changes Effective in 2007 to the SBP-P and the SERP
  Description of Assumptions in Calculating Present Value of Accumulated Pension Benefits
     
    
    Discount rate  Six percent as of September 30, 2006
 
    
    Retirement date  Normal retirement age (65 for all named executive officers)
 
    
    Mortality after normal retirement  RP2000 Combined Healthy mortality rate table
 
    
    Mortality, withdrawal, disability and retirement rates prior to normal retirement  None
 
    
    Form of payment
 o
    
    Unmarried retirees: 100% elect a single life annuity
 24




---



##### 



o
    
    Married retirees: 20% elect a single life annuity; 40% elect a joint and 50%
survivor annuity; and 40% elect a joint and 100% survivor annuity
 
    
    Percent married at retirement  80% of males and 70% of females
 
    
    Spouse ages  Wives two years younger than their husbands
 
    
    Incentives earned but unpaid as of the measurement date  130% of
target percentages times base rate of pay for year incentive is
earned.
 NONQUALIFIED DEFERRED COMPENSATION AS OF 2006 FISCAL YEAR-END
 Executive
    
    Registrant
    
    Aggregate
    
    AggregateContributions
    
    Contributions
    
    Earnings
    
    Withdrawals/
    
    Aggregate Balancein Last FY
    
    in Last FY
    
    in Last FY
    
    Distributions
    
    at Last FYEName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)S. N. Story
    
    
    0
    
    
    
    6,139
    
    
    
    114,282
    
    
    
    0
    
    
    
    1,369,155R. R. Labrato
    
    
    0
    
    
    
    0
    
    
    
    649
    
    
    
    0
    
    
    
    6,228F. M. Fisher, Jr.
    
    
    109,116
    
    
    
    840
    
    
    
    78,466
    
    
    
    0
    
    
    
    1,019,124P. B. Jacob
    
    
    10,721
    
    
    
    0
    
    
    
    2,041
    
    
    
    0
    
    
    
    27,435P. M. Manuel
    
    
    0
    
    
    
    0
    
    
    
    40
    
    
    
    0
    
    
    
    383
    Wall Street Journal
   25




---



##### 



Amounts Contributed by theAmounts Deferred
    
    Company under the SBP-Nunder
    
    Prior to 2006 andthe DCP Prior to 2006
    
    Reported inand Reported in Prior
    
    Prior Years InformationYears Information
    
    Statements or AnnualStatements or Annual
    
    ReportsReports on Form 10-K
    
    on Form 10-K
    
    TotalName
    
    ($)
    
    ($)
    
    ($)S. N. Story
    
    
    18,373
    
    
    
    245,241
    
    
    
    263,614R. R. Labrato
    
    
    1,616
    
    
    
    0
    
    
    
    1,616F. M. Fisher, Jr.
    
    
    18,631
    
    
    
    612,083
    
    
    
    630,714P. B. Jacob
    
    
    797
    
    
    
    22,674
    
    
    
    23,471P. M. Manuel
    
    
    202
    
    
    
    0
    
    
    
    202
 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
  Description of Termination and CIC Events
  26




---



##### 



Traditional Termination Events
 
    
    Retirement or Retirement Eligible  Termination of a named executive officer who is at least 50 years
old and has at least 10 years of credited service.
 
    
    Resignation  Voluntary termination of a named executive officer who is not retirement eligible.
 
    
    Lay Off  Involuntary termination of a named executive officer not for cause, who is not retirement
eligible.
 
    
    Involuntary Termination  Involuntary termination of a named executive officer for cause. Cause
includes individual performance below minimum performance standards and misconduct, such as violation
of the Companys Drug and Alcohol Policy.
 
    
    Death or Disability  Termination of a named executive officer due to death or disability.
 CIC-Related Events
 At the Southern Company or the Company level:
 
    
    Southern Company CIC I  Acquisition by another entity of 20% or more of Common Stock, or following a
merger with another entity the Companys stockholders own 65% or less of the company surviving the
merger.
 
    
    Southern Company CIC II  Acquisition by another entity of 35% or more of Common Stock, or following a
merger with another entity the Companys stockholders own less than 50% of the company surviving the
merger.
 
    
    Southern Company Termination  A merger or other event and Southern Company is not the surviving
company or the Common Stock is no longer publicly traded.
 
    
    Company CIC  Acquisition by another entity, other than another subsidiary of Southern Company, of 50%
or more of the stock of the Company, a merger with another entity and the Company is not the surviving
company or the sale of substantially all the assets of the Company.
 At the employee level:
 
    
    Involuntary CIC Termination or Voluntary CIC Termination for Good Reason  Employment is terminated
within two years of a CIC, other than for cause, or the employee voluntary terminates for Good Reason.
Good Reason for voluntarily termination within two years of a CIC is generally satisfied when there is
a reduction in salary, incentive compensation opportunity or benefits, relocation of over 50 miles or a
diminution in duties and responsibilities.
 27




---



##### 



Lay OffRetirement/
    
    (Involuntary
    
    
    
    
    
    InvoluntaryRetirement
    
    Termination
    
    
    
    
    
    TerminationProgram
    
    Eligible
    
    Not For Cause)
    
    Resignation
    
    Death or Disability
    
    (For Cause)Pension Benefits:   Pension   SBP-P   SERP
    
    Lifetime of monthly
benefits paid.
Reductions apply if
payments start
prior to age 65.
    
    SERP-related
benefits forfeited.
Other vested
benefits paid
monthly for
lifetime after
executive reaches
retirement
eligibility.
Reductions apply if
payments start
prior to age 65.
    
    Same as Lay Off.
    
    At death, surviving
spouse receives a
lifetime of monthly
payments equal to 45%
(or 80% if participant
has made that
election) of benefits
earned.
If vested under the
Pension Plan, all
pension-type benefits
continue to accumulate
while disabled.
Lifetime of monthly
payments after
executive becomes
retirement eligible
and elects
commencement.
    
    Same as for
retirement and
resignation, as the
case may be.PPP
    
    Pro-rated if
terminate before
12/31.
    
    Pro-rated if
terminate before
12/31.
    
    Forfeit.
    
    Pro-rated if terminate
before 12/31.
    
    Forfeit.PDP
    
    Paid year of
retirement plus two
additional years.
    
    Forfeit.
    
    Forfeit.
    
    Payable until options
expire or exercised.
    
    Forfeit.Stock Options
    
    Vest; expire
earlier of original
expiration date or
five years.
    
    Vested options
expire in 90 days;
unvested are
forfeited.
    
    Vested options
expire in 90 days;
unvested are
forfeited.
    
    Vest; expire earlier
of original expiration
or three years.
    
    Forfeit.Financial Planning Perquisite
    
    Continues for one
year.
    
    Terminates.
    
    Terminates.
    
    Continues for one year.
    
    Terminates.DCP
    
    Payable per prior
elections (lump sum
or up to 10 annual
installments).
    
    Same as Retirement.
    
    Same as Retirement.
    
    Payable to beneficiary
or disabled
participant per prior
elections; amounts
deferred prior to 2005
can be paid as a lump
sum at the DCP
administrative
committees
discretion.
    
    Same as Retirement.SBP-N
    
    Payable per prior
elections (lump sum
or up to 20 annual
installments).
    
    Same as Retirement.
    
    Same as Retirement.
    
    Same as the DCP, above.
    
    Same as Retirement.
 28




---



##### 



Involuntary CIC-Related Terminationor Voluntary CIC-Southern Company
    
    Related TerminationSouthern Company
    
    Southern Company
    
    Termination or
    
    forProgram
    
    CIC I
    
    CIC II
    
    Subsidiary CIC
    
    Good ReasonNonqualified Pension Benefits:   SBP-P   SERP   SPBA
    
    All SERP-related
benefits vest if
participant vested
in Pension Plan
benefits;
otherwise, no
impact.
    
    Vesting called for upon a Southern
Company CIC I, and benefits paid
as a lump sum following
termination or retirement.
    
    Same as Southern
Company CIC II.
    
    Based on type of CIC Event.PPP
    
    No plan termination
is paid at greater
of target or actual
performance.
If plan terminated
within two years of
CIC, pro-rated at
target performance
level.
    
    Same as Southern Company CIC I.
    
    Pro-rated at target
performance level.
    
    If not otherwise eligible
for payment, if PPP still
in effect, pro-rated at
target performance level.PDP
    
    No plan termination
is paid at greater
of target or actual
performance.
If plan terminated
within two years of
CIC, pro-rated at
greater of target
or actual
performance level.
    
    Same as Southern Company CIC I.
    
    Pro-rated at
greater of actual
or target
performance level.
    
    If not otherwise eligible
for payment, if the PDP
still in effect, greater
of actual or target
performance level for year
of severance only.Stock Options
    
    Not affected by CIC
events.
    
    Not affected by CIC events.
    
    Vest and convert to
surviving companys
securities if there
is a Southern
Company
Termination; if
cannot convert, pay
spread in cash; not
affected by a
Company
Termination.
    
    Vest.DCP
    
    Not affected by CIC
events.
    
    Payable in lump sum following
termination.
    
    Same as Southern
Company CIC II.
    
    Based on type of CIC event.SBP-N
    
    Not affected by CIC
events.
    
    Participant provided opportunity
to elect lump sum payment.
    
    Participant
provided
opportunity to
elect lump sum
payment.
    
    Based on type of CIC event.
 29




---



##### 



Involuntary CIC-Related Terminationor Voluntary CIC-Southern Company
    
    Related TerminationSouthern Company
    
    Southern Company
    
    Termination or
    
    forProgram
    
    CIC I
    
    CIC II
    
    Subsidiary CIC
    
    Good ReasonSeverance Benefits
    
    Not applicable.
    
    Not applicable.
    
    Not applicable.
    
    Two or three times base
salary plus target PPP
plus tax gross up for
certain named executive
officers if severance
amounts exceed Code
Section 280G excess
parachute payment by 10%
or more.Health Benefits
    
    Not applicable.
    
    Not applicable.
    
    Not applicable.
    
    Up to five years
participation in group
health plan plus payment
of two or three years
premium amounts.Outplacement Services
    
    Not applicable.
    
    Not applicable.
    
    Not applicable.
    
    Six months.
 Potential Payments
  Pension Benefits
  30




---



##### 



Resignation orInvoluntary
    
    DeathRetirement
    
    Retirement
    
    (monthly payments to(monthly payments)
    
    (monthly payments)
    
    a spouse)Name
    
    ($)
    
    ($)
    
    ($)S. N. Story
    
    Pension
    
    
    n/a
    
    
    
    
    1,878
    
    
    3,084SBP-P
    
    
    
    
    
    
    
    2,354
    
    
    3,866SERP
    
    
    
    
    
    
    
    0
    
    
    1,731R. R. Labrato
    
    Pension
    
    
    4,515
    
    
    All plans treated as retiring
    
    
    3,380SBP-P
    
    
    1,266
    
    
    
    
    
    
    
    948SERP
    
    
    1,214
    
    
    
    
    
    
    
    909F. M. Fisher, Jr.
    
    Pension
    
    
    7,330
    
    
    All plans treated as retiring
    
    
    4,410SBP-P
    
    
    2,977
    
    
    
    
    
    
    
    1,791SERP
    
    
    2,056
    
    
    
    
    
    
    
    1,237P. B. Jacob
    
    Pension
    
    
    3,273
    
    
    All plans treated as retiring
    
    
    2,678SBP-P
    
    
    893
    
    
    
    
    
    
    
    731SERP
    
    
    875
    
    
    
    
    
    
    
    716P. M. Manuel
    
    Pension
    
    
    n/a
    
    
    
    
    1,374
    
    
    2,257SBP-P
    
    
    
    
    
    
    
    331
    
    
    544SERP
    
    
    
    
    
    
    
    0
    
    
    556
  SBP-P
    
    SERP
    
    TotalName
    
    ($)
    
    ($)
    
    ($)S. N. Story
    
    
    341,423
    
    
    
    152,872
    
    
    
    494,295R. R. Labrato
    
    
    208,174
    
    
    
    199,623
    
    
    
    407,797F. M. Fisher, Jr.
    
    
    458,154
    
    
    
    316,414
    
    
    
    774,568P. B. Jacob
    
    
    149,783
    
    
    
    146,764
    
    
    
    296,547P. M. Manuel
    
    
    40,634
    
    
    
    41,616
    
    
    
    82,250
  31




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##### 



PPP
  PDP
   Additional PDPName
    
    ( $)S. N. Story
    
    
    46,104R. R. Labrato
    
    
    23,579F. M. Fisher, Jr.
    
    
    23,529P. B. Jacob
    
    
    13,577P. M. Manuel
    
    
    11,636
 Stock Options
  Total Number of
    
    Total Payable in CashNumber of
    
    Options Following
    
    under a SouthernOptions with
    
    Accelerated Vesting
    
    Company TerminationAccelerated
    
    under a Southern
    
    without Conversion ofVesting
    
    Company Termination
    
    Stock OptionsName
    
    (#)
    
    (#)
    
    ($)S. N. Story
    
    
    79,627
    
    
    
    132,673
    
    
    
    697,894R. R. Labrato
    
    
    30,288
    
    
    
    67,851
    
    
    
    447,721F. M. Fisher, Jr.
    
    
    32,804
    
    
    
    67,709
    
    
    
    403,123P. B. Jacob
    
    
    27,410
    
    
    
    39,070
    
    
    
    188,412P. M. Manuel
    
    
    15,143
    
    
    
    33,487
    
    
    
    224,040
 32




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##### 



DCP and SBP-N
  Health Benefits
  Financial Planning Perquisite
   Severance Benefits
   33




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##### 



Severance AmountName
    
    ($ )S. N. Story
    
    
    1,692,213R. R. Labrato
    
    
    642,163F. M. Fisher, Jr.
    
    
    689,120P. B. Jacob
    
    
    582,206P. M. Manuel
    
    
    502,192
 DIRECTOR COMPENSATION
  Annual retainers:
 
    
    $12,000 annual retainer
 Equity grants:
 
    
    340 shares of Common Stock in quarterly grants of 85 shares (1)
 Meeting fees:
 
    
    $1,200 for participation in a meeting of the board
    
    $1,000 for participation in a meeting of a committee of the
board
  DIRECTOR DEFERRED COMPENSATION PLAN
   
    
    in Common Stock units which earn dividends as if invested in
Common Stock and are distributed in shares of Common Stock upon
leaving the board
 
    
    in Common Stock units which earn dividends as if invested in
Common Stock and are distributed in cash upon leaving the board
 
    
    at prime interest which is paid in cash upon leaving the board
  34




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##### 



DIRECTOR COMPENSATION TABLE
  Change inPensionValue andNonqualifiedFees Earned
    
    
    
    
    
    Deferredor Paid in
    
    Stock
    
    CompensationCash
    
    Awards
    
    Earnings
    
    TotalName
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)C. LeDon Anchors
    
    
    10,800
    
    
    
    17,451
    
    
    
    0
    
    
    
    28,251William C. Cramer, Jr.
    
    
    0
    
    
    
    34,251
    
    
    
    0
    
    
    
    34,251Fred C. Donovan, Sr.
    
    
    0
    
    
    
    34,251
    
    
    
    37
    
    
    
    34,288William A. Pullum
    
    
    0
    
    
    
    34,251
    
    
    
    0
    
    
    
    34,251Winston E. Scott
    
    
    34,219
    
    
    
    0
    
    
    
    0
    
    
    
    34,219
 
 (1)
    
    Includes amounts voluntarily deferred in the Director Deferred Compensation Plan.(2)
    
    Includes fair market value of equity grants on grant dates. All such stock awards are vested
immediately upon grant.(3)
    
    Above-market earnings on amounts invested in the Deferred Compensation Plan for Directors .
Above-market earnings are defined by the Sec as any amount above 120% of the applicable
federal long-term rate as prescribed under Section 1274(d) of the Code. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  35




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##### 



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 Security Ownership of Certain Beneficial Owners .
 Amount andName and Address
    
    Nature of
    
    Percentof Beneficial
    
    Beneficial
    
    ofTitle of Class
    
    Owner
    
    Ownership
    
    ClassCommon Stock
    
    The Southern Company
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
    
    
    
    
    
    
    100
    %Registrant:Gulf Power
    
    
    1,792,717
 Security Ownership of Management.
 Shares Beneficially Owned Include:SharesIndividualsHave RightsName of Directors,
    
    Shares
    
    
    
    
    
    to AcquireNominees and
    
    Beneficially
    
    Deferred Stock
    
    Within 60Executive Officers
    
    Owned (1)
    
    Units (2)
    
    Days (3)Susan N. Story
    
    
    97,687
    
    
    
    
    
    
    
    92,279C. LeDon Anchors
    
    
    4,523
    
    
    
    3,516William C. Cramer, Jr.
    
    
    4,986
    
    
    
    4,986Fred C. Donovan, Sr.
    
    
    3,635
    
    
    
    2,587William A. Pullum
    
    
    6,146
    
    
    
    6,146Winston E. Scott
    
    
    764Francis M. Fisher, Jr.
    
    
    55,274
    
    
    
    
    
    
    
    51,562P. Bernard Jacob
    
    
    29,339
    
    
    
    
    
    
    
    25,507Ronnie R. Labrato
    
    
    56,738
    
    
    
    
    
    
    
    52,881Penny M. Manuel
    
    
    26,436
    
    
    
    
    
    
    
    25,368Directors, Nominees
and Executive
Officers as a group
(10 people)
    
    
    285,528
    
    
    
    17,235
    
    
    
    247,597
 
 (1)
    
    Beneficial ownership means the sole or shared power to vote, or to direct the voting of, a
security and/or investment power with respect to a security or any combination thereof.(2)
    
    Indicates the number of Deferred Stock Units held under the Director Deferred Compensation
Plan.(3)
    
    Indicates shares of Common Stock that certain executive officers have the right to acquire
within 60 days. Shares indicated are included in the Shares Beneficially Owned column. Changes in Control.
 36




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##### 



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Transactions with Related Persons.
  Review, Approval or Ratification of Transactions with Related Persons.
  Promoters and Certain Control Persons.
  Director Independence.
   37




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##### 



EXHIBIT INDEX
 24(a)
    
    Power of Attorney and resolution. (Designated in the Form 10-K for the year-ended December
31, 2006, File No. 0-2429, as Exhibit 24(d).)31(a)
    
    Certificate of Gulf Powers Chief Executive Officer required by Section 302 of the
Sarbanes-Oxley Act of 2002.31(b)
    
    Certificate of Gulf Powers Chief Financial Officer required by Section 302 of the
Sarbanes-Oxley Act of 2002.32(a)
    
    Certificate of Gulf Powers Chief Executive Officer and Chief Financial Officer required by
Section 906 of the Sarbanes-Oxley Act of 2002.
 38




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##### 



SIGNATURES
  GULF POWER COMPANYBy:
    
    Susan N. StoryPresident and Chief Executive OfficerBy:
    
    /s/ Wayne Boston(Wayne Boston, Attorney-in-fact)Date: April 26, 2007
  Susan N. Story
President, Chief Executive Officer and Director
(Principal Executive Officer)
 Ronnie R. Labrato
Vice President and Chief Financial Officer
(Principal Financial Officer)
 Constance J. Erickson
Comptroller
(Principal Accounting Officer)
 Directors:
 C. LeDon Anchors               William A. Pullum
William C. Cramer, Jr.       Winston E. Scott
Fred C. Donovan, Sr.
 By:
    
    /s/ Wayne Boston(Wayne Boston, Attorney-in-fact)Date: April 26, 2007
 39