Exhibit 4.5-B

                              CERTIFICATE OF TRUST

                                       OF

                           GULF POWER CAPITAL TRUST IV

         THIS CERTIFICATE OF TRUST of Gulf Power Capital Trust IV (the "Trust"),
dated April 25, 2001, is being duly executed and filed by the undersigned, as
trustee of the Trust, to form a business trust under the Delaware Business Trust
Act (12 Del. C. ss. 3801, et seq.).

         1. Name. The name of the business trust being formed hereby is Gulf
Power Capital Trust IV.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are Chase
Manhattan Bank USA, National Association, 1201 Market Street, Wilmington,
Delaware 19801.

         3. Effective Date. This Certificate of Trust shall be effective as of
its filing.

         IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above
written.

                                   CHASE MANHATTAN BANK USA,
                                   NATIONAL ASSOCIATION,
                                   as Trustee

                                   By:
                                      --------------------------------
                                      Name:    John J. Cashin
                                      Title:   Vice President