MASTER POWER PURCHASE AND SALE AGREEMENT BETWEEN DUKE/LOUIS DREYFUS L.L.C., A NEVADA LIMITED LIABILITY COMPANY AND OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION)

EXHIBIT 10.29

MASTER POWER PURCHASE AND SALE AGREEMENT
BETWEEN
DUKE/▇▇▇▇▇ ▇▇▇▇▇▇▇ L.L.C., A NEVADA LIMITED LIABILITY COMPANY
AND
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION
& TRANSMISSION CORPORATION)

Dated as of August 31, 1996

ACKNOWLEDGMENT REGARDING CONFIDENTIAL INFORMATION:

Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation ) (the "Company") acknowledges that certain
confidential information is contained throughout the Master Power Purchase and
Sale Agreement and the Exhibits attached thereto and therefore such confidential
information has been omitted from the copy filed with this Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996, and an asterisk (*) has been
inserted indicating such omission at the exact place in the Agreement and the
Exhibits where such confidential information has been omitted. A copy of this
Agreement without any omission of confidential information has been filed
separately with the Secretary of the Commission as an attachment to a request
for confidentiality with respect to the omitted information.

TABLE OF CONTENTS PAGE

ARTICLE 1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2 SCOPE OF AGREEMENT AND TERM. . . . . . . . . . . . . . . . . . 2
2.1 Transactions . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Confirmations. . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 3 TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 General Obligations of Seller and Buyer. . . . . . . . . . . . 3
3.2 Transmission and Scheduling. . . . . . . . . . . . . . . . . . 3
3.3 Title and Risk of Loss . . . . . . . . . . . . . . . . . . . . 4
3.4 Failure to Deliver or Receive. . . . . . . . . . . . . . . . . 4
3.5 Sales by OPC . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.6 Sales by Power Marketer. . . . . . . . . . . . . . . . . . . . 8
3.7 Transformer and Transmission Loss Adjustments. . . . . . . . . 9
3.8 SEPA Energy. . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.9 Imbalances and Regulation Deviation Errors . . . . . . . . . . 10
3.10 Non-Territorial Contractual Delivery Obligations . . . . . . . 11

ARTICLE 4 PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.1 OPC's Contract Price . . . . . . . . . . . . . . . . . . . . . 11
4.2 Power Marketer's Contract Price. . . . . . . . . . . . . . . . 11
4.3 Amounts Due to OPC and Power Marketer. . . . . . . . . . . . . 11
4.4 Netting of Payment Obligations . . . . . . . . . . . . . . . . 14
4.5 Amendments, Modifications of OPC Contracts . . . . . . . . . . 14

ARTICLE 5 CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . 14
5.1 Prior Confidentiality Agreement Superseded; Authorization
to Use Information. . . . . . . . . . . . . . . . . . . . . . 14
5.2 Authorized Disclosure. . . . . . . . . . . . . . . . . . . . . 15
5.3 Return of Confidential Information . . . . . . . . . . . . . . 15
5.4 Right to Remedies. . . . . . . . . . . . . . . . . . . . . . . 15
5.5 Georgia Trade Secrets Act. . . . . . . . . . . . . . . . . . . 15

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ARTICLE 6 RECORDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.1 Records of Transactions. . . . . . . . . . . . . . . . . . . . 16

ARTICLE 7 BILLING AND PAYMENT. . . . . . . . . . . . . . . . . . . . . . 16
7.1 Billing Statements . . . . . . . . . . . . . . . . . . . . . . 16
7.2 Offset of Payment Obligations. . . . . . . . . . . . . . . . . 16
7.3 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.4 Audit Rights . . . . . . . . . . . . . . . . . . . . . . . . . 17
7.5 Subsequent Payment Adjustments . . . . . . . . . . . . . . . . 17

ARTICLE 8 TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.1 Seller's Obligation. . . . . . . . . . . . . . . . . . . . . . 17
8.2 Buyer's Obligation . . . . . . . . . . . . . . . . . . . . . . 17
8.3 Exemption Certificates . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 9 INDEMNIFICATION AND REMEDIES . . . . . . . . . . . . . . . . . 18
9.1 General Indemnity. . . . . . . . . . . . . . . . . . . . . . . 18
9.2 Limitation on Remedies . . . . . . . . . . . . . . . . . . . . 18
9.3 Duty to Mitigate . . . . . . . . . . . . . . . . . . . . . . . 18
9.4 DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.5 Credit Support from Power Marketer . . . . . . . . . . . . . . 19
9.6 OPC Limitation on Liability. . . . . . . . . . . . . . . . . . 19

ARTICLE 10 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . 19
10.1 Mutual Representations . . . . . . . . . . . . . . . . . . . . 19
10.2 Additional OPC Representations . . . . . . . . . . . . . . . . 20
10.3 Additional Power Marketer Representations. . . . . . . . . . . 20
10.4 Good Title . . . . . . . . . . . . . . . . . . . . . . . . . . 20
10.5 Continuing Representations and Warranties. . . . . . . . . . . 20

ARTICLE 11 DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . 20
11.1 Events of Default. . . . . . . . . . . . . . . . . . . . . . . 20
11.2 Early Termination; Remedies. . . . . . . . . . . . . . . . . . 21
11.3 Special Early Termination Right. . . . . . . . . . . . . . . . 21
11.4 Failure to Pay . . . . . . . . . . . . . . . . . . . . . . . . 22
11.5 Effect of Regulation . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 12 FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . 22
12.1 Effect of Force Majeure. . . . . . . . . . . . . . . . . . . . 22

ARTICLE 13 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . 22
13.1 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 22
13.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
13.3 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . 23

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13.4 Survival of Obligations. . . . . . . . . . . . . . . . . . . . 23
13.5 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 23
13.6 No Partnership . . . . . . . . . . . . . . . . . . . . . . . . 23
13.7 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
13.8 Third Parties. . . . . . . . . . . . . . . . . . . . . . . . . 23
13.9 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
13.10 Character of Transactions. . . . . . . . . . . . . . . . . . . 24
13.11 Severability . . . . . . . . . . . . . . . . . . . . . . . . . 24
13.12 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . 24
13.13 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
13.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 24

EXHIBITS

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This Master Power Purchase and Sale Agreement dated as of August
31, 1996 ("Master Agreement," and together with all Transactions, collectively,
this "Agreement"), is entered into by and between Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation), a corporation
organized and existing under Title 46 of the Official Code of Georgia Annotated
("OPC"), and Duke/▇▇▇▇▇ ▇▇▇▇▇▇▇ L.L.C., a Nevada limited liability company
("Power Marketer").

WITNESSETH

WHEREAS, OPC is an electric generation and transmission corporation
which operates on a cooperative basis and which supplies the electric
requirements of the EMCs for the operation of their respective electric
distribution systems pursuant to the EMC Contracts;

WHEREAS, OPC also has entered into OPC Off-System Sales Contracts listed
on Exhibit 3.5.2 and may, subject to the terms of this Agreement, enter into
additional OPC Off-System Sales Contracts with third parties from time to time;

WHEREAS, Power Marketer is a power marketer authorized by the Federal
Energy Regulatory Commission to purchase and sell electric energy for resale at
negotiated rates;

WHEREAS, OPC desires to purchase Electric Energy in order to supply the
electric requirements of the EMCs pursuant to the terms of the EMC Contracts and
to satisfy its obligations under the OPC Off-System Sales Contracts and has
selected Power Marketer for such purpose during the Term of this Agreement;

WHEREAS, Power Marketer desires to purchase Electric Energy from OPC for
resale (i) to OPC at prices consistent with this Agreement and (ii) to third
parties at negotiated prices;

WHEREAS, the Parties believe that their respective objectives can be
achieved if OPC sells to Power Marketer all of the Electric Energy OPC is
obligated to take or purchase from Must Run Resources and offers to sell to
Power Marketer all of the other Electric Energy which OPC is entitled to take or
purchase, as more specifically set forth herein, and if Power

Marketer agrees to supply OPC with Electric Energy it has purchased from OPC
or from other sources;

WHEREAS, the Parties understand and acknowledge that Power Marketer
shall have and shall use Confidential Information in the course of satisfying
its obligations under, and in implementing the terms and conditions of, this
Agreement and the Parties desire to protect the Confidential Information in
accordance with the provisions of this Master Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, and for other good and valuable consideration, OPC and Power
Marketer hereby agree as follows:

ARTICLE 1
DEFINITIONS

All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in Appendix A hereto.

ARTICLE 2
SCOPE OF AGREEMENT AND TERM

2.1 TRANSACTIONS. The Parties shall enter into Transactions for the
purchase or sale of Electric Energy hereunder. Each Transaction shall be
effectuated and evidenced in accordance with this Master Agreement and shall
constitute a part of this Agreement. The Parties are relying upon the fact that
all Transactions, together with this Master Agreement, shall constitute a single
integrated agreement, and that the Parties would not otherwise enter into any
Transactions. Any conflict between this Master Agreement and a Transaction
shall be resolved in favor of this Master Agreement. This Master Agreement
shall govern all Transactions between the Parties from and after the Effective
Date unless expressly stated otherwise.

2.2 CONFIRMATIONS. Each Transaction shall be effectuated and
evidenced by (i) a recorded telephone conversation between the Parties
whereby an offer and acceptance shall constitute the agreement of the Parties
or (ii) a Transaction Agreement executed by the Parties (including by
facsimile or counterparts). The specific terms to be established and agreed
upon by the Parties shall include the Period of Delivery, the Contract Price,
the Delivery Point(s), the Contract Quantity and such other terms as the
Parties shall agree that are not in conflict with this Master Agreement;
PROVIDED, HOWEVER, that the Parties may modify the Contract Price, Contract
Quantity and Delivery Points with respect to the purchase and sale of
Electric Energy pursuant to the terms of this Master Agreement. Power
Marketer may confirm a

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Transaction by forwarding to OPC a Confirmation which shall be executed by
OPC (with any objections noted thereon) and returned to Power Marketer within
two Business Days or else be deemed correct as sent; PROVIDED, HOWEVER, that
failure to send a Confirmation shall not invalidate any Transaction agreed to
by the Parties. The Parties agree not to contest or assert any defense to the
validity or enforceability of telephonic Transactions entered into in
accordance with this Master Agreement under Laws relating to whether certain
agreements are to be in writing or signed by the Party to be thereby bound,
or the authority of any employee of such Party to enter into a Transaction.
Each Party consents to the recording of its representatives' telephone
conversations without any further notice. All recordings may be introduced
into evidence to prove oral agreements between the Parties.

2.3 EFFECTIVE DATE. This Master Agreement shall become effective on the
date first written above (the "Effective Date"), provided that the delivery of
Electric Energy pursuant to this Master Agreement shall commence at one minute
and one second prior to 12:01 a.m. EPT on September 1, 1996 ("Commencement
Date"), and shall remain in effect until one minute and one second prior to
12:01 a.m. EPT on January 1, 1997 (the "Termination Date") unless earlier
terminated pursuant to this Master Agreement (the "Term"); PROVIDED, HOWEVER,
that all Transactions shall terminate no later than the Termination Date. The
applicable provisions of this Master Agreement shall continue in effect after
the Termination Date in accordance with Section 13.4 hereof.

ARTICLE 3
TRANSACTIONS

3.1 GENERAL OBLIGATIONS OF SELLER AND BUYER. With respect to each
Transaction, Seller shall sell and deliver, or cause to be delivered, and Buyer
shall receive, or cause to be received, at the Delivery Point(s) the Contract
Quantity, and Buyer shall pay Seller the Contract Price, as adjusted in
accordance with Article 4 hereof. Except as otherwise specifically addressed in
Section 3.7 hereof, Seller shall be responsible for any costs or charges imposed
on or associated with the delivery of the Contract Quantity (including control
area services, transmission losses and loss charges relating to the transmission
of the Contract Quantity) up to the Delivery Point. Except as otherwise
specifically addressed in Section 3.7 hereof, Buyer shall be responsible for any
costs or charges imposed on or associated with the Contract Quantity (including
control area services, transmission losses and loss charges relating to the
transmission of the Contract Quantity) at and from the Delivery Point.

3.2 TRANSMISSION AND SCHEDULING.

(a) Seller shall provide, pay for, and be responsible for
transmission service to the Delivery Point and shall Schedule or arrange for
Scheduling services with its Transmission Providers to deliver the Contract
Quantity to the Delivery Point. Buyer shall provide, pay for, and be
responsible for transmission service at and from the Delivery Point

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and shall Schedule or arrange for Scheduling services with its Transmission
Providers to receive the Contract Quantity at the Delivery Point. Each Party
shall designate authorized representatives to effect the Scheduling of the
Contract Quantity required to be delivered and received pursuant to a
Transaction. Each Party shall promptly notify the other of any differences
between Scheduled quantities and actual quantities delivered and received.

(b) Notwithstanding the foregoing, with respect to Transactions
involving or relating to transmission service on the ITS, OPC shall be
responsible for transmission service and shall arrange for any Scheduling with
Georgia Power Company in accordance with Power Marketer's requests. For
Delivery Points which are Points of Interconnection, at Power Marketer's request
OPC shall Schedule up to the full transfer capability of OPC's allocation
entitlement at each interface set forth on Exhibit 3.2.

(c) The parties recognize that third persons, not parties to this
Agreement, may obtain rights to utilize OPC's transmission resources, including
OPC's allocation entitlement at each interface set forth in Exhibit 3.2,
pursuant to the requirements of applicable Law, including FERC Order 888.
Notwithstanding anything to the contrary contained in this Agreement, OPC's sale
of transmission services to a third party pursuant to the requirements of
applicable Law, including FERC Order 888, shall not constitute a breach of
OPC's obligations hereunder, and Power Marketer's obligation to provide Electric
Energy to OPC in the quantities and at the times required by this Agreement
shall not be diminished by any such sale of OPC's transmission resources. OPC's
obligations to Power Marketer shall not be affected by such utilization of OPC's
transmission resources by such third persons; PROVIDED HOWEVER, that OPC's
obligation to deliver Electric Energy as Properly Requested by Power Marketer
shall be limited by the availability of sufficient interface capacity to effect
Power Marketer's requests. Notwithstanding the foregoing, if OPC provides
transmission service to third parties pursuant to this Section 3.2(c), and OPC's
revenues from providing such service exceed OPC's incremental costs of providing
such service, such excess shall be paid to Power Marketer.

3.3 TITLE AND RISK OF LOSS. As between the Parties, Seller shall be
deemed to be in exclusive control (and responsible for any damages or injury
caused thereby) of the Contract Quantity prior to the Delivery Point and Buyer
shall be deemed to be in exclusive control (and responsible for any damages or
injury caused thereby) of the Contract Quantity at and from the Delivery Point.
Title to and risk of loss of the Contract Quantity shall transfer from Seller to
Buyer at the Delivery Point.

3.4 FAILURE TO DELIVER OR RECEIVE.

(a) Unless excused by Force Majeure or the failure of Buyer's
performance, if Seller fails to deliver, or cause to be delivered, the
Contract Quantity, Seller shall pay Buyer, on the date payment would
otherwise be due, an amount for each MWh of such deficiency equal to the
positive difference, if any, obtained by subtracting (i) the Contract

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Price for that portion of the Contract Quantity which was not delivered from
(ii) the Replacement Price. "Replacement Price" means the price at which
Buyer, acting in a commercially reasonable manner, purchases substitute
Electric Energy not delivered by Seller (plus any additional transmission
charges incurred by Buyer, if any, to the Delivery Point), including, for
example, charges incurred by the Buyer in respect of purchases of Electric
Energy pursuant to Section 3.4(c) hereof, or absent a purchase, the market
price for such quantity at the Delivery Point as determined by Buyer in a
commercially reasonable manner.

(b) Unless excused by Force Majeure or the failure of Seller's
performance, if Buyer fails to receive, or cause to be received, the Contract
Quantity, Buyer shall pay Seller, on the date payment would otherwise be due,
an amount for each MWh of such deficiency equal to the positive difference,
if any, obtained by subtracting (i) the Sales Price from (ii) the Contract
Price for that portion of the Contract Quantity which was not received.
"Sales Price" means the price at which Seller, acting in a commercially
reasonable manner, resells the Electric Energy not received by Buyer (less
any additional transmission charges incurred by Seller, if any, from the
Delivery Point to the point of sale), including, for example, charges
incurred by Seller in respect of sales of Electric Energy pursuant to the
CSA, or, absent a resale, the market price for such quantity at the Delivery
Point, as determined by Seller in a commercially reasonable manner.

(c) If the Electric Energy supplied by Power Marketer in any
hour is less than OPC Load or if the Electric Energy supplied by OPC in any
hour is less than the amount of OPC Energy Properly Requested by Power
Marketer, the deficiency may be corrected by a purchase by OPC from Georgia
Power Company pursuant to the applicable schedule of the CSA. Unless excused
by Force Majeure, the charge for such purchase shall be borne by OPC if the
deficiency is caused by OPC's failure to make available the OPC Energy that
Power Marketer Properly Requested, or by Power Marketer if the deficiency is
caused by Power Marketer's failure to make available from sources other than
OPC Resources the difference between the OPC Load and OPC Energy that Power
Marketer Properly Requested to be delivered to OPC.

3.5 SALES BY OPC. For each hour of the Term, OPC shall promptly
inform Power Marketer of the OPC Resources that are available for the
delivery of OPC Energy, including nuclear OPC Resources and other "must run"
resources which are listed on Exhibit 3.5 hereto ("Must Run Resources") and
dispatchable resources.

3.5.1 MUST RUN RESOURCES. OPC shall sell and Power Marketer
shall purchase all of the OPC Energy associated with Must Run Resources
that are available during each hour of the Term. OPC shall use
commercially reasonable efforts to make Must Run Resources available for
the production and sale of OPC Energy to Power Marketer during the Term,
subject to the terms, conditions and limitations, if any, contained in
the OPC Contracts.

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3.5.2 DISPATCHABLE OPC RESOURCES. With respect to OPC Resources
other than Must Run Resources, OPC shall and hereby does offer to enter
into Transactions to sell to Power Marketer on an exclusive basis and
Power Marketer is hereby given the exclusive right, but not the
obligation, to purchase from OPC any OPC Energy that is available during
each hour of the Term; PROVIDED, HOWEVER, that OPC shall be permitted to
make OPC Off-System Sales pursuant to the OPC Off-System Sales
Contracts, which Electric Energy shall be provided to OPC by Power
Marketer pursuant to Section 3.6 and at the prices set forth in
Section 4.2 hereof. OPC shall use commercially reasonable efforts to
make such dispatchable OPC Resources available for the production and
sale of OPC Energy to Power Marketer during the Term, subject to the
terms, conditions and limitations, if any, contained in the OPC
Contracts. Power Marketer shall effect the acceptance of OPC's offer
pursuant to the first sentence of this Section 3.5.2 by complying with
the procedures set forth in Section 2.2 and 3.5.4 hereof. Except with
respect to the power purchasers under the OPC Off-System Sales Contracts
listed on Exhibit 3.5.2, OPC shall not be permitted to make off-system
sales of Electric Energy during the Term to parties other than Power
Marketer without the prior consent of Power Marketer.

3.5.3 OPC CONTRACTS, RESOURCES AND COSTS. OPC shall be
responsible for compliance with the OPC Contracts and shall take such
rights and obligations into consideration when entering into
Transactions to sell Electric Energy to Power Marketer. Nothing in this
Agreement shall be construed to assign, impose or otherwise transfer any
rights or obligations under such agreements to Power Marketer and OPC
shall retain all of its rights and obligations, including but not
limited to its obligation to maintain generation and transmission system
stability and reliability. Notwithstanding any other provision of this
Agreement, OPC shall not be required to take any action inconsistent
with its rights and obligations under the OPC Contracts, the NERC or
SERC guidelines, or applicable Laws. Nothing in this Agreement shall
affect the rights or obligations of the parties to the EMC Contracts.
OPC acknowledges and agrees that Power Marketer requires information
concerning OPC Contracts, OPC Resources, OPC Load and Energy Cost in
order to satisfy Power Marketer's obligations hereunder. OPC has
delivered to Power Marketer the following information: (i) a list of
all OPC Resources and OPC Contracts and any proposed or pending
amendments to the OPC Contracts, which list is attached as
Exhibit 3.5.3(i) hereto; (ii) a statement of the expected availability
and the transformer loss factor of each OPC Resource, including nuclear
generating units, which statement is attached as Exhibit 3.5.3(ii)
hereto; and (iii) a schedule of the Energy Costs expected to apply to
Electric Energy produced by each OPC Resource during the Term ("Forecast
Energy Costs"), which schedule is attached as Exhibit 3.5.3(iii) hereto.
OPC hereby agrees to update such information promptly as new information
becomes available

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to OPC during the Term and to promptly provide such updated information
to Power Marketer.

3.5.4 SCHEDULING. The Parties agree to adopt procedures to
facilitate Power Marketer's ability on an hourly basis (or more
frequently if permissible) to purchase and Properly Request OPC Energy.
The Parties shall also establish procedures whereby OPC shall
communicate to Power Marketer on an hourly basis the projected OPC Load
and the availability of, and estimated Energy Cost for, each OPC
Resource, as such availability and Energy Cost may change from time to
time. Upon communication of such information, Power Marketer shall
notify OPC of its desire to enter into a Transaction pursuant to Section
2.2 and, upon confirmation of the Transaction pursuant to Section 2.2,
Properly Request the amounts of Electric Energy that Power Marketer
desires to purchase from each such OPC Resource in excess of its
obligation to purchase OPC Energy from Must Run Resources. To the
extent reasonably possible, OPC shall, if so requested by Power
Marketer, make real time changes to Schedules of Properly Requested
Electric Energy. In each hour of the Term, OPC shall sell, Schedule and
deliver, or cause to be delivered, and Power Marketer shall purchase and
receive, or cause to be received, the sum of (i) OPC Energy that is
attributable to Must Run Resources and (ii) other OPC Energy that Power
Marketer Properly Requests for purchase during that hour. The Period of
Delivery for OPC Energy purchased by Power Marketer from OPC Resources
other than Must Run Resources shall be as specified by Power Marketer
pursuant to the applicable Transaction.

3.5.5 DELIVERY POINTS. Power Marketer, in its reasonable
discretion, shall specify one or more Delivery Points for the OPC Energy
for each Transaction in which Power Marketer is Buyer. OPC shall use
commercially reasonable efforts to accommodate Delivery Point
designations by Power Marketer consistent with OPC's interests and
rights in the ITS, the terms, conditions and limitations, if any, under
the OPC Contracts, and the requirements of applicable Laws, including
FERC Order 888. OPC shall promptly inform Power Marketer of any
transmission constraints or other impediments to satisfying Power
Marketer's Delivery Point designations so that Power Marketer may notify
OPC of appropriate changes to, or the amount of OPC Energy to be
delivered at, such Delivery Points.

3.5.6 DEEMED ENERGY COST IN THE EVENT OF OPC FAILURE TO DELIVER
FROM CERTAIN OPC RESOURCES. In the event that an OPC Resource is
available for the production of OPC Energy during an hour, Power
Marketer Properly Requests OPC Energy therefrom and, contrary to Power
Marketer's Proper Request, OPC delivers OPC Energy to Power Marketer
from another OPC Resource, then the Energy Cost for the OPC Energy made
available shall be deemed to be the lower of (i) the Forecast Energy
Cost for the OPC Energy that Power Marketer Properly Requested or
(ii) the actual Energy Cost of the Electric Energy that OPC made

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available if such Electric Energy is produced from or attributable to an
OPC Resource or, if not, the actual cost of the Electric Energy acquired
by OPC for delivery to Power Marketer. The foregoing provision shall
not apply in the event that OPC shall demonstrate (either before or
after the fact) that its failure to deliver OPC Energy from the OPC
Resource Properly Requested by Power Marketer is or was a direct result
of a reasonable determination made by OPC, acting in good faith after
consultation with Power Marketer to the extent reasonably practicable,
that failure to comply with Power Marketer's request was reasonably
required to assure the stability and reliability of OPC's generation and
transmission system; PROVIDED, HOWEVER, that in such circumstances the
Energy Cost of the OPC Energy delivered to Power Marketer shall be the
Energy Cost of the OPC Resource Scheduled by OPC; and PROVIDED, FURTHER,
that in such circumstances OPC shall endeavor to dispatch the OPC
Resource having the lowest Energy Cost consistent with maintaining the
stability and reliability of OPC's generation and transmission system.
OPC shall use commercially reasonable efforts to provide Power Marketer
with advance notice of possible transmission constraints, voltage
deterioration or similar system events or occurrences that might result
in a prospective failure by, or inability of, OPC to Schedule or deliver
OPC Energy Properly Requested by Power Marketer, either as a result of
Power Marketer's request for OPC Energy or otherwise, such that Power
Marketer, to the extent practicable, shall be able to select whether to
purchase and Properly Request OPC energy from another OPC Resource
consistent with the good-faith and reasonable stability or reliability
concerns of OPC (in which case the original Transaction shall be
replaced by such new purchase) or, alternatively, to bear the risk of
Properly Requesting OPC Energy from the OPC Resource from which it made
its original purchase; PROVIDED, HOWEVER, that it is specifically agreed
by the Parties that in the event Power Marketer affirms its original
purchase and Proper Request for OPC Energy from a specific OPC Resource
or does not purchase and Properly Request OPC Energy from a specific OPC
Resource consistent with the good-faith and reasonable recommendation of
OPC, and as a result thereof, OPC incurs additional incremental costs
that would not have been incurred in the absence of OPC complying with
Power Marketer's request, such amounts (including charges under the CSA)
shall be reimbursed by Power Marketer to OPC; and provided further that
(i) such affirmation by Power Marketer shall not preclude OPC from
taking such actions as may be necessary to maintain generation and
transmission system stability and reliability and (ii) any failure by
OPC to deliver or receive Electric Energy or capacity to or from Power
Marketer, which failure results from OPC's acting in accordance with
Power Marketer's decision to affirm its original purchase and Proper
Request, shall not be a breach by OPC of this Agreement or any
Transaction Agreement.

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3.5.7 EMISSION ALLOWANCES. At no cost to Power Marketer, OPC
shall surrender or cause to be surrendered all emission allowances
necessary for the utilization, to the full extent Properly Requested by
Power Marketer in accordance with this Master Agreement, of the ▇▇▇ ▇.
▇▇▇▇▇▇▇ Plant (Units 1 and 2) and other jointly-owned OPC generating
resources and to effect the purchase of energy under the block power
purchase and sale agreement between OPC and Georgia Power Company.
Power Marketer shall not be deemed to have acquired any sulfur-free
generation for use in a reduced utilization plan by reason of entering
into this Agreement.

3.6 SALES BY POWER MARKETER. In each hour of the Term, Power Marketer
shall Schedule, deliver and sell, or cause to be delivered, and OPC shall
purchase and receive, or cause to be received, an amount of Electric Energy
equal to the sum of the OPC Load and the OPC Off-System Sales in that hour.
Power Marketer's obligation to supply OPC with Electric Energy for the purpose
of serving OPC Load shall be treated as a single Transaction under this Master
Agreement for which no further authorization or request by OPC other than this
Master Agreement shall be required; PROVIDED, HOWEVER, that OPC shall be
responsible for providing certain ongoing load following, Scheduling and related
ancillary services necessary to effect the sales of Electric Energy by Power
Marketer to OPC.

3.6.1 DELIVERY POINTS. Power Marketer, in its reasonable
discretion, shall specify one or more Delivery Points for the Electric
Energy for each Transaction in which Power Marketer is Seller. OPC
shall use commercially reasonable efforts to accommodate Delivery Point
designations by Power Marketer consistent with OPC's interests and
rights in the ITS, the terms, conditions and limitations, if any, under
the OPC Contracts, and the requirements of applicable Laws, including
FERC Order 888. OPC shall promptly inform Power Marketer of any
transmission constraints or other impediments to satisfying Power
Marketer's Delivery Point designations so that Power Marketer may notify
OPC of appropriate changes to, or the amount of Electric Energy to be
delivered at, such Delivery Points.

3.7 TRANSFORMER AND TRANSMISSION LOSS ADJUSTMENTS.

(a) With respect to Transactions in which Power Marketer
purchases OPC Energy from an OPC Resource that is a generating plant which
interconnects directly into the ITS, Power Marketer shall provide for the
transformer losses from the generator to Level B-1. This shall be effected by
Power Marketer's purchase of an amount of MWh equal to the MWh that OPC delivers
to ▇▇▇▇▇ ▇-▇ divided by the loss factor stated on Exhibit 3.5.3(ii) for that
particular OPC Resource.

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(b) For purposes of supplying OPC with Electric Energy to serve
OPC Load, Power Marketer shall provide for transmission losses which shall be
effected by Power Marketer delivering, or causing to be delivered, to OPC at one
or more Delivery Points an amount of MWh equal to OPC Load divided by 1 minus
the ITS Loss Factor, as determined pursuant to the ITSA, in effect at the time
of each delivery. Power Marketer shall not be responsible for any other costs
or charges imposed or associated with the delivery of Electric Energy pursuant
to this Section 3.7(b).

(c) For purposes of supplying OPC with Electric Energy to satisfy
OPC's Off-System Sales obligations, Power Marketer shall provide for
transmission losses which shall be effected by Power Marketer delivering, or
causing to be delivered, to OPC at one or more Delivery Points an amount of MWh
equal to OPC Off-System Sales divided by 0.97.

(d) For purposes of supplying Electric Energy to satisfy Power
Marketer's sales obligations to third parties that accept delivery on the ITS or
for delivery at Points of Interconnection, Power Marketer shall provide for
transmission losses which shall be effected by Power Marketer delivering, or
causing to be delivered, to OPC at one or more
Delivery Points on the ITS an amount of MWh equal to the amount Power Marketer
desires to receive at the Delivery Point divided by 0.97.

(e) For purposes of supplying Electric Energy to permit OPC to
pump water to the upper reservoir at the Rocky Mountain Pumped Storage
Hydroelectric Generating Facility ("Rocky Mountain"), Power Marketer shall
provide for transmission losses which shall be effected by Power Marketer
delivering, or causing to be delivered, to OPC at one or more Delivery Points an
amount of MWh equal to the amount delivered to Rocky Mountain divided by 0.97.

3.8 SEPA ENERGY. Each of the EMCs is entitled to an allocation of
hydroelectric power from SEPA, the cost of which is billed directly by SEPA to
each EMC. OPC and Power Marketer agree that Power Marketer's obligation to
serve the power supply requirements of OPC pursuant to this Agreement shall be
reduced by the SEPA Energy Scheduled for delivery to the EMCs pursuant to the
SEPA Contracts; PROVIDED, HOWEVER, that OPC shall Schedule delivery of SEPA
Energy to the EMCs as requested by Power Marketer consistent with the CSA.

3.9 IMBALANCES AND REGULATION DEVIATION ERRORS. (a) The Parties
recognize that the actual OPC Load may vary in any hour even when the OPC Load
has been reasonably forecast by Power Marketer and Electric Energy has been
Scheduled as Properly Requested by Power Marketer. Such variances are expected
to be accounted for pursuant to the CSA (which accounts for various types of
imbalances and regulation deviation errors). If such imbalances and regulation
deviation errors occur, Power Marketer shall pay the additional charges for
which OPC is responsible pursuant to the CSA as a result thereof, and Power
Marketer shall

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receive the benefit, if any, of any revenue or credit received by OPC
pursuant to the CSA; PROVIDED, HOWEVER, that OPC shall be solely responsible
for, and shall pay for charges, credits and revenues, if any, resulting from
imbalances and regulation deviation errors resulting from a failure to supply
Electric Energy as Properly Requested from Power Marketer.

(b) In the event that OPC determines that there are material imbalances
and regulation deviation errors which are causing problems in relationships
between OPC and Georgia Power Company, OPC shall so notify Power Marketer, and
the chief executive officers of OPC and Power Marketer shall meet to establish
procedures to correct such problems.

3.10 NON-TERRITORIAL CONTRACTUAL DELIVERY OBLIGATIONS. For purposes of
supplying Electric Energy to satisfy Power Marketer's sales obligations to third
parties that accept delivery on the ITS or delivery at Points of
Interconnection, Power Marketer shall be responsible for and shall pay charges
arising from any Non-Territorial Contractual Delivery Obligations in the event
and to the extent such charges are imposed on and paid by OPC pursuant to the
ITSA.

ARTICLE 4
PRICE

4.1 OPC'S CONTRACT PRICE. Subject to Section 4.3 hereof, the Contract
Price for Electric Energy sold by OPC to Power Marketer shall be the Energy Cost
for OPC Energy that Power Marketer Properly Requests.

4.2 POWER MARKETER'S CONTRACT PRICE. Subject to Section 4.3 hereof,
(i) with respect to sales of Electric Energy by Power Marketer to OPC relating
to OPC Load, the Contract Price shall be equal to the $/MWh charges as reflected
on Exhibit 4.2 ("Power Marketer Sales Price"), and (ii) with respect to sales of
Electric Energy by Power Marketer to OPC relating to OPC Off-System Sales, the
Contract Price shall be as agreed to by the Parties (the "Power Marketer Off-
System Sales Price"); PROVIDED, HOWEVER, that with respect to the OPC Off-System
Sales Contracts listed on Exhibit 3.5.2 hereto, Power Marketer and OPC have
agreed that the Contract Price shall be equal to the price charged by OPC under
such OPC Off-System Sales Contracts.

4.3 AMOUNTS DUE TO OPC AND POWER MARKETER. Each month OPC shall charge
Power Marketer an amount equal to the aggregate Energy Costs attributable to the
OPC Energy that is Properly Requested by Power Marketer, including amounts, if
any, owing under the CSA pursuant to Section 3.4(c) and 3.9 above. Each month
Power Marketer shall charge OPC an amount equal to the product of (i) the OPC
Load purchased by OPC during the month and (ii) the Power Marketer Sales Price,
PLUS an amount equal to the product of (i) each OPC Off-System Sales quantity
purchased by OPC from Power Marketer during the month and

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(ii) the Power Marketer Off-System Sales Price applicable to each such OPC
Off-System Sale; PROVIDED, HOWEVER, that the amounts so determined shall be
subject to the following adjustments:

4.3.1 AVAILABILITY OF NUCLEAR OPC RESOURCES.

(a) The Power Marketer Sales Price has been computed based upon
certain assumptions relating to the expected availability of the nuclear
OPC Resources during the four-month period commencing September 1, 1996
and ending on the Termination Date. Such price assumes (i) expected
cumulative availability (measured in MWh) of [ ]* MWh for Plant Hatch
(Units 1 and 2 combined) and [ ]* MWh for Plant Vogtle (Units 1 and 2
combined) for such period, as reflected on Exhibit 4.3.1 hereto.
Adjustments to the amounts otherwise due to Power Marketer or OPC shall
be made to reflect and take into account any deviation between the
expected availability of Plant Hatch and Plant Vogtle, respectively, and
the actual availability of such nuclear OPC Resources. If Plant Hatch
or Plant Vogtle generates Electric Energy in excess of the assumed MWh
availability, additional amounts (as described below) shall be payable
by Power Marketer to OPC; alternatively, if Plant Hatch or Plant Vogtle
generates Electric Energy less than the expected MWh availability, then
OPC shall owe additional amounts (as described below) to Power Marketer.

(b) If the total actual OPC nuclear generation (in MWh) ("Total
Actual OPC Nuclear Generation") for Plant Hatch or Plant Vogtle,
respectively, shall exceed the total expected OPC nuclear generation
(in MWh) as determined pursuant to paragraph (a) above ("Total
Expected OPC Nuclear Generation") for the respective generation
facilities ("Excess Generation"), then Power Marketer shall pay to
OPC an amount equal to the product of: (i) the amount of such Excess
Generation and (ii) [ ]*/MWh if the nuclear OPC Resource that shall
have experienced Excess Generation is Plant Hatch and [ ]*/MWh if
the nuclear OPC Resource that shall have experienced Excess
Generation is Plant Vogtle. If the Total Actual OPC Nuclear
Generation for Plant Hatch or Plant Vogtle is less than the Total
Expected OPC Nuclear Generation for the respective plants
("Generation Shortfall"), regardless of whether the Generation
Shortfall results from or is the result of a scheduled or forced
outage, a limited load operating condition or other event or
condition that adversely affects the availability of such nuclear OPC
Resource, then OPC shall

---------------------------
* Indicates information that has been filed separately with the Secretary
of the Commission as an attachment to a request for Confidentiallyity with
respect to the ommitted information.

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pay to Power Marketer an amount equal to the product of: (i) the
Generation Shortfall and (ii) [ ]*/MWh if the nuclear OPC Resource
that shall have suffered a Generation Shortfall is Plant Hatch and
[ ]*/Mwh if the nuclear OPC Resource that shall have suffered a
Generation Shortfall is Plant Vogtle.

(c) The Total Actual OPC Nuclear Generation for Plant
Hatch and Plant Vogtle shall be compared to Total Expected OPC
Nuclear Generation for Plant Hatch and Plant Vogtle,
respectively, computed on a cumulative basis from the
Commencement Date; PROVIDED, HOWEVER, that as set forth on
Exhibit 4.3.1 hereto, the differences between the Total Actual
OPC Nuclear Generation and the Total Expected Nuclear Generation
at the end of each month during the Term shall be settled
financially between OPC and Power Marketer on a monthly basis.

(d) Exhibit 4.3.1 sets forth the intended operation of
this Section 4.3.1, reflecting possible variances in
availability (in MWh) on a month-to-month basis, resulting in
payments between the Parties on account of Excess Generation in
certain months and Generation Shortfalls in others.

4.3.2 DEVIATION FROM FORECAST ENERGY COSTS. As soon as
reasonably practicable after the end of each month, OPC shall compare
the actual average monthly Energy Cost for each of the OPC Resources
with the Forecast Energy Cost for each such OPC Resource as shown on
Exhibit 3.5.3(iii) hereto. If the actual average monthly Energy Cost
exceeds [ ]*% of the Forecast Energy Cost for any of the OPC
Resources during the month, then the amount otherwise due Power Marketer
pursuant to this Section 4.3 shall be increased by an amount equal to
the product of (i) the amount of the actual average monthly Energy Cost
of any OPC Resource in excess of [ ]*% of the Forecast Energy Cost of
such OPC Resource for such month and (ii) the Electric Energy Properly
Requested by Power Marketer from such OPC Resource during such month.
No adjustment shall be made to the extent that the actual average
monthly Energy Cost does not exceed [ ]*% of the Forecast Energy
Cost for an OPC Resource during any month. Power Marketer may, from
time to time, provide for the cost of fuel for the account of OPC in
order to permit the owner of ▇▇▇▇▇▇▇▇ Units 1 and 2 ("▇▇▇▇▇▇▇▇") to
produce Electric Energy and, consequently, no adjustment shall be made
to Energy Cost under this Section 4.3.2 for ▇▇▇▇▇▇▇▇.

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4.3.3 ROCKY MOUNTAIN "TRUE-UP" ADJUSTMENT. On the Commencement
Date and at the end of the Term, OPC shall determine the water level in
the upper reservoir of Rocky Mountain to determine the estimated
megawatt hours of generation in storage in accordance with Exhibit
4.3.4, column 1 (Upper Reservoir Level Ft.) and column 4 (estimated MWh
in Storage Generating). In the event that the beginning megawatt hours
minus the ending megawatt hours is positive, then Power Marketer shall
pay OPC this difference (in MWh) times the Power Marketer Sales Price in
effect for the last month of the Term. In the event that the beginning
megawatt hours minus the ending megawatt hours is negative, then OPC
shall pay Power Marketer an amount equal to this difference (in MWh)
times the Power Marketer Sale Price in effect for the last month of the
Term.

4.3.4 CERTAIN SALES FOR RESALE. The Parties understand and agree
that the Power Marketer Sales Price applies to all Electric Energy
required to enable OPC to satisfy its obligations under the EMC
Contracts to meet the requirements of each of the EMCs for the operation
of their electric distribution systems, including serving the "customer
choice" customers which are not situated within the territorial service
area of any such EMC; PROVIDED, HOWEVER, that if, on or after the
Effective Date, an EMC enters into a contract with a customer for the
sale of Electric Energy for resale, the Power Marketer Sales Price for
Electric Energy sold to OPC to serve such wholesale sale by such EMC
shall be adjusted to cover the actual cost of such Electric Energy. OPC
and Power Marketer shall negotiate to determine the actual cost of
providing such Electric Energy.

4.4 NETTING OF PAYMENT OBLIGATIONS. The Parties shall satisfy their
respective financial obligations to each other by netting the amounts due to OPC
from Power Marketer against amounts due to Power Marketer from OPC hereunder,
subject to the provisions of Section 7.2, and such netting shall be a condition
to each Party's duty of payment hereunder.

4.5 AMENDMENTS, MODIFICATIONS OF OPC CONTRACTS. The Parties agree and
understand that the Power Marketer Sales Price is based upon and reflects the
OPC Contracts in effect on the Effective Date and the pending or proposed
amendments thereto, if any, which are listed on Exhibit 3.5.3(i). In the event
that additional amendments or modifications to the OPC Contracts become
effective and, as a result thereof, the economic benefit anticipated to be
derived by Power Marketer pursuant to this Agreement would reasonably be
expected to be materially and adversely affected, Power Marketer and OPC agree
to negotiate in good faith modifications to this Agreement in order to
substantially preserve the economic return that would have been derived by Power
Marketer in the absence of such amendments or modifications.

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ARTICLE 5
CONFIDENTIAL INFORMATION

5.1 CONFIDENTIAL INFORMATION. Each Party agrees that any Confidential
Information which has been disclosed or will be disclosed directly or indirectly
to it by or on behalf of the other Party shall, indefinitely in the case of
trade secrets as defined under the Georgia Trade Secrets Act of 1990, and for
three (3) years in the case of Confidential Information that is not a trade
secret: (i) not be disclosed by it to any other person who is not an employee,
officer, director, advisor, lender, representative, or Affiliate of such Party,
and their respective employees, officers, directors advisors, lenders,
representatives, or Affiliates (collectively "Representatives"), who need to
know and agree to maintain the confidentiality of such Confidential Information
in accordance with the terms hereof; (ii) be maintained by it in confidence in a
manner so as to ensure that it will not be viewed or taken by any unauthorized
person or further disclosed in a manner not authorized by this Agreement; and
(iii) not be used except for the purposes of performing this Agreement. OPC
expressly authorizes and grants its consent to Power Marketer to use
Confidential Information, whether acquired before or after the Effective Date,
pertaining to OPC Contracts, OPC Resources, OPC Load, and OPC Off-System Sales
for the purpose of exercising Power Marketer's rights under this Agreement,
including Power Marketer's right to buy Electric Energy from OPC or any other
person and to sell Electric Energy to OPC or any other person, whether Electric
Energy is produced by or attributable to OPC Resources or other resources.

5.2 AUTHORIZED DISCLOSURE. Notwithstanding anything contained in this
Article 5, Confidential Information may be disclosed to any governmental,
judicial or regulatory authority requiring such Confidential Information,
provided that: (i) such Confidential Information is submitted under applicable
provisions, if any, for confidential treatment by such governmental, judicial or
regulatory authority; (ii) prior to such disclosure, the Party who supplied the
Confidential Information is given notice of the disclosure requirement so that
it may take whatever action it deems appropriate, including intervention in any
proceeding and the seeking of an injunction to prohibit such disclosure; and
(iii) the Party subject to the governmental, judicial or regulatory authority
endeavors to protect the confidentiality of any Confidential Information to the
extent reasonable under the circumstances and uses its good faith efforts to
prevent the further disclosure of any Confidential Information provided to any
governmental judicial or regulatory authority.

5.3 RETURN OF CONFIDENTIAL INFORMATION. Upon (i) the termination of
this Agreement and (ii) the request of a Party, the other Party shall return all
written Confidential Information (including written confirmation of oral
communications) provided by the requesting Party which was stamped
"confidential" and shall not retain any copies of such written Confidential
Information. In the event of such request, all documents, analyses,
compilations, studies or other materials prepared by the returning Party or its
Representatives that contain or reflect Confidential Information (other than
computer archival and backup tapes or archival and backup files (collectively
"Computer Tapes") and billing and trading records

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(collectively, "Other Records")) shall be destroyed and no copy thereof shall
be retained (such destruction to be confirmed in writing by a duly authorized
officer of the returning Party). Computer Tapes and Other Records shall be
kept confidential in accordance with the terms of this Agreement.

5.4 RIGHT TO REMEDIES. In the event of an unauthorized disclosure to a
third party, the limitations on remedies contained in Section 9.6 shall not
apply, but the limitations on liability of Section 9.2 shall apply, and in the
event of a breach neither Party will have an adequate remedy at law and
accordingly shall, in addition to any other available legal or equitable
remedies, be entitled to an injunction against such breach without any
requirement to post a bond as a condition of such relief. Each Party shall be
responsible for any breach by its Representatives of the obligations of
confidentiality contained in this Agreement and shall hold harmless and
indemnify the damaged Party from any damages caused by any unauthorized
disclosure by such persons.

5.5 GEORGIA TRADE SECRETS ACT. Except as expressly provided in
Article 5 of this Agreement, including OPC's consent to the use by Power
Marketer of Confidential Information in its trading operations pursuant to this
Agreement, the rights of the Parties under this Agreement are in addition to and
not in lieu of their rights under Georgia law, including but not limited to the
Georgia Trade Secrets Act of 1990. Nothing in this Article 5 shall be construed
as a waiver on the part of any Party of any privilege or objection of any kind
to the disclosure or use of Confidential Information.

ARTICLE 6
RECORDS

6.1 RECORDS OF TRANSACTIONS. Each Party shall keep such records as may
be needed to afford a clear history of the Scheduled deliveries and Transactions
hereunder. In maintaining such records, OPC and Power Marketer may rely upon
the logs and other meter information routinely recorded by Transmission
Providers or utilities responsible for coordination of the Transactions.

ARTICLE 7
BILLING AND PAYMENT

7.1 BILLING STATEMENTS. OPC shall deliver to Power Marketer no later
than on the tenth (10th) day of each month, a statement (the "Statement")
setting forth the amounts of Electric Energy purchased by OPC from Power
Marketer at the applicable Power Marketer Sales Price and the respective
Power Marketer Off-System Sales Prices as adjusted pursuant to Section 4.3,
and the amounts of Electric Energy purchased by Power Marketer from OPC at
the applicable Energy Cost and any amounts owed to Power Marketer pursuant to
Section

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3.2(c). To the extent that OPC has not yet received or been able to
compile the applicable Energy Cost figures as of such date, OPC may set forth on
such Statement its good-faith estimate of the Energy Cost of an OPC Resource,
PROVIDED that in no event shall such estimate exceed [ ]*% of the
corresponding Forecast Energy Cost for such OPC Resource; and PROVIDED, FURTHER,
that OPC shall compile the actual Energy Costs and "true-up" such estimates as
promptly as practicable pursuant to Section 7.5 hereof.

7.2 OFFSET OF PAYMENT OBLIGATIONS. The Parties shall discharge their
obligations to pay through netting, in which case the Party, if any, owing the
greater aggregate amount shall pay to the other Party the difference between the
amounts owed. Each Party reserves to itself all rights, setoffs, counterclaims
and other remedies and defenses, consistent with Article 9, which such Party has
or may be entitled to arising from or out of this Agreement. All outstanding
Transactions and obligations to make payment in connection therewith or under
this Agreement or any other agreement between the Parties may be offset against
each other, set-off or recouped therefrom.

7.3 PAYMENTS. Payments shall be due on or before the later of the
following: (i) the tenth (10th) Business Day after receipt of the Statement or
(ii) the twentieth (20th) day of the month in which the Statement is received.
The Party owing to the other shall render by wire transfer payments of the
amount due for Transactions during the preceding month. Payment shall be made
to the payment address provided in Exhibit 13.2 hereto. If either Party, in
good faith, disputes any part of any statement, it shall provide a written
explanation of the basis for the dispute and pay the portion of such statement
conceded to be correct no later than the due date as calculated in accordance
with the preceding sentence. If any amount disputed is determined to be due to
the other Party, it shall be paid within ten days of such determination, along
with interest calculated at the Interest Rate from the original due date until
the date paid. Absent such a good faith dispute, overdue payments shall bear
interest from, and including, the due date to, but excluding, the date of
payment at a rate equal to the Interest Rate.

7.4 AUDIT RIGHTS. Each Party or any third party representative of a
Party shall have the right, at its sole expense and during normal working hours,
to examine the records of the other Party to the extent reasonably necessary to
verify the accuracy of any statement, charge or computation made pursuant to
this Agreement. If requested, a Party shall provide to the other Party
statements evidencing the quantities of Electric Energy delivered at the
Delivery Point. If any such examination reveals any inaccuracy in any
statement, the necessary adjustments in such statement and the payments thereof
will be promptly made and shall bear interest calculated at the Interest Rate
from the date the overpayment or underpayment was made; PROVIDED, HOWEVER, that
no adjustment for any statement or payment will be made unless objection to the
accuracy thereof was made prior to the lapse of two

---------------------------
* Indicates information that has been filed separately with the Secretary
of the Commission as an attachment to a request for Confidentiality with
respect to the ommitted information.

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(2) years from the rendition thereof; and PROVIDED, FURTHER, that this
provision of this Agreement will survive any termination of this Agreement
for a period of two (2) years from the date of such termination for the
purpose of such statement and payment objections.

7.5 SUBSEQUENT PAYMENT ADJUSTMENTS. The Parties understand that in
certain cases monthly ▇▇▇▇▇▇▇▇ will need to be made on an estimated basis,
including with respect to the calculation of Energy Cost for each of the OPC
Resources. Each Party shall cooperate in good-faith with the other Party to
obtain the requisite information and perform the necessary computations so as to
"true-up" any estimated ▇▇▇▇▇▇▇▇ promptly.

ARTICLE 8
TAXES

8.1 SELLER'S OBLIGATION. Seller is liable for and shall pay, or cause
to be paid, or reimburse Buyer if Buyer has paid, all Taxes applicable to a
Transaction arising prior to the Delivery Point(s). If Buyer is required to
remit any such Tax, the amount shall be deducted from any sums becoming due to
Seller. Seller shall indemnify, defend and hold harmless Buyer from any Claims
for such Taxes.

8.2 BUYER'S OBLIGATION. Buyer is liable for and shall pay, cause to be
paid, or reimburse Seller if Seller has paid, all Taxes applicable to a
Transaction arising at and from the Delivery Point(s), including any Taxes
imposed or collected by a taxing authority with jurisdiction over Buyer. Buyer
shall indemnify, defend and hold harmless Seller from any Claims for such Taxes.

8.3 EXEMPTION CERTIFICATES. Either party, upon written request of the
other, shall provide a certificate of exemption or other reasonably satisfactory
evidence of exemption if either Party or a Transaction is exempt from Taxes, and
shall use reasonable efforts to obtain and cooperate with obtaining any
exemption from or reduction of any Taxes. Each Party shall use reasonable
efforts to administer this Agreement and implement the provisions in accordance
with the intent to minimize Taxes.

ARTICLE 9
INDEMNIFICATION AND REMEDIES

9.1 GENERAL INDEMNITY. Subject to Section 9.2 hereof, Seller and Buyer
shall each indemnify, defend and hold harmless the other Party from any Claims
or other losses arising from any act or incident occurring when title to the
Contract Quantity is vested in the indemnifying Party pursuant to Section 3.3
hereof.

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9.2 LIMITATION ON REMEDIES. THE PARTIES CONFIRM THAT THE EXPRESS
REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE
ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS
REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF
DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR'S LIABILITY SHALL BE
LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW
OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN
PROVIDED, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES
ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL
OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY
HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS
INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR IN CONTRACT UNDER ANY INDEMNITY
PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS
HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE
CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER
SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE
EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES
ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE
OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES
CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

9.3 DUTY TO MITIGATE. Each Party agrees that it has a duty to mitigate
damages and covenants that it will use commercially reasonable efforts to
minimize any damages it may incur as a result of the other Party's performance
or non-performance of this Agreement.

9.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, OPC, WITH RESPECT
TO THE SALE OF ELECTRIC ENERGY TO POWER MARKETER, AND POWER MARKETER, WITH
RESPECT TO THE SALE OF ELECTRIC ENERGY TO OPC, EXPRESSLY NEGATES ANY OTHER
REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO
MODELS OR SAMPLES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

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9.5 SATISFACTORY CREDIT SUPPORT FROM POWER MARKETER. A condition to the
effectiveness of this Agreement shall be the delivery by Power Marketer of a
corporate guaranty in an amount not less than [ ]* and in a form and from a
person, which may include Power Marketer's parent corporation, satisfactory to
OPC in its sole discretion. OPC may, in its sole discretion, accept other forms
of credit support in lieu of such guaranty.

9.6 OPC LIMITATION ON LIABILITY. In no event shall either Party be
liable to the other for damages under this Agreement in an amount greater
than [ ]*; PROVIDED that the foregoing limitation shall not apply to
payments on account of or attributable to Electric Energy purchased by either
Party from the other.

ARTICLE 10
REPRESENTATIONS AND WARRANTIES

10.1 MUTUAL REPRESENTATIONS. On the date hereof, the Effective Date and
the date of entering into each Transaction, each Party represents and warrants
to the other Party: (i) it is duly organized, validly existing and in good
standing under the laws of the state of its incorporation and, in the case of
Power Marketer, is doing business as a foreign corporation in the State of
Georgia; (ii) it has all requisite corporate power to own, operate and lease its
properties and carry on its business as now conducted; (iii) it has all
regulatory authorizations, including any required authorization from the Rural
Utilities Service of the United States Department of Agriculture ("RUS"),
necessary for it to legally perform its obligations under this Agreement and
each Transaction; (iv) the execution, delivery and performance of this Agreement
and each Transaction are within its powers, have been duly authorized by all
necessary action and do not violate any of the terms or conditions in its
governing documents, any contract or other agreement to which it is a party or
any Law applicable to it; (v) each of this Master Agreement and each Transaction
when entered into in accordance with this Agreement constitutes its legally
valid and binding obligation enforceable against it in accordance with its
terms, subject to any Equitable Defenses; (vi) there are no Bankruptcy
Proceedings pending or being contemplated by it or, to its knowledge, threatened
against it; (vii) there are no Legal Proceedings that would be reasonably likely
to materially adversely affect its ability to perform this Agreement and each
Transaction; and (viii) it has knowledge and experience in financial matters and
in the electric industry that enable it to evaluate the merits and risks of this
Agreement and each Transaction.

10.2 ADDITIONAL OPC REPRESENTATIONS. OPC further represents and
warrants that on the date hereof, the Effective Date and the date of entering
into each Transaction: (i) the EMC Contracts are and will be in full force and
effect throughout the Term and will not be

-20-

amended so as to affect OPC's ability to perform its obligations under this
Agreement; (ii) except as set forth on Exhibit 3.5.3(ii) hereto, there are no
planned outages or other limitations on the availability of any of the OPC
Resources during the Term; (iii) Exhibit 3.5.3(i) hereto sets forth a true
and complete list of each OPC Resource and each material written OPC
Contract; (iv) correct and complete copies of the OPC Contracts listed on
Exhibit 3.5.3(i) hereto have previously been delivered to Power Marketer by
OPC; (v) except as stated on Exhibit 3.5.3(i) hereto, no amendments to the
OPC Contracts are proposed or pending as of the Effective Date that would
affect this Agreement; (vi) each OPC Contract is valid, binding and in full
force and effect and enforceable by or against the respective parties thereto
in accordance with its terms; (vii) OPC has fulfilled, and will continue to
fulfill during the Term, all of its obligations under each OPC Contract;
(viii) there has not occurred any default by OPC or any event which, with the
lapse of time or the giving of notice or both will become a default of OPC
under any of the OPC Contracts; and (ix) OPC is not in arrears in respect of
the performance or satisfaction of the terms or conditions to be performed or
satisfied by it under any of the OPC Contracts, and, to the best knowledge of
OPC, no waiver of any of such terms or conditions has been granted thereunder
by any of the parties thereto.

10.3 ADDITIONAL POWER MARKETER REPRESENTATIONS. Power Marketer further
represents and warrants that it is a power marketer authorized by the FERC to
purchase and sell Electric Energy at negotiated rates and in accordance with the
terms of this Agreement.

10.4 GOOD TITLE. Each Party represents and warrants that it will
deliver to the other good title to Electric Energy delivered hereunder, free and
clear of all liens, claims and encumbrances arising prior to transfer of title
at the Delivery Point.

10.5 CONTINUING REPRESENTATIONS AND WARRANTIES. Each Party covenants
that it will cause these representations and warranties to be true and correct
throughout the term of this Agreement.

ARTICLE 11
DEFAULTS AND REMEDIES

11.1 EVENTS OF DEFAULT. An "Event of Default" shall mean with respect
to a Party ("Defaulting Party"):

11.1.1 The failure by the Defaulting Party to make, when due, any
payment required if such failure is not remedied within five Business
Days after written notice of such failure is given to the Defaulting
Party by the other Party ("Notifying Party"); PROVIDED, that the payment
is not the subject of a good faith dispute as described in Section 7.3
hereof; or

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11.1.2 Any material representation or warranty made by the
Defaulting Party herein shall prove to have been false or misleading in
any material respect when made or deemed to be repeated; or

11.1.3 The failure by the Defaulting Party to perform any
covenant set forth in this Agreement (other than its obligations to make
any payment or obligations which are otherwise specifically covered in
this Section 11.1 as a separate Event of Default or its obligations to
deliver or receive Electric Energy, a remedy for which is provided in
Section 3.4 hereof) and such failure is not excused by Force Majeure or
cured within five Business Days after written notice thereof to the
Defaulting Party; or

11.1.4 The Defaulting Party shall be subject to a Bankruptcy
Proceeding.

11.2 EARLY TERMINATION; REMEDIES. If an Event of Default occurs with
respect to a Defaulting Party at any time during the Term, the other party
("Non-Defaulting Party") may, for so long as the Event of Default is continuing,
(i) establish a date (which date shall be between five and ten Business Days
after the Non-Defaulting Party delivers notice to the Defaulting Party) ("Early
Termination Date") on which any or all Transactions selected by it shall
terminate (individually, a "Terminated Transaction" and collectively the
"Terminated Transactions") and (ii) withhold any payments due to the Defaulting
Party under this Agreement; PROVIDED, HOWEVER, that if the Event of Default is
that the Defaulting Party becomes subject to a Bankruptcy Proceeding, then all
Transactions and this Agreement shall automatically terminate without notice and
without any other action by either Party as if an Early Termination Date had
been immediately declared prior to such Event of Default. Regardless of whether
an Early Termination Date is declared, if an Event of Default shall have
occurred, the Non-Defaulting Party shall be entitled to exercise any remedy
available at law or equity consistent with Article 9 hereof to recover its
damages, including attorneys' fees, resulting from any Event of Default.

11.3 SPECIAL EARLY TERMINATION RIGHT. OPC shall have the right to
terminate this Agreement prior to the end of the Term in the event that Power
Marketer's failure to supply OPC with Electric Energy sufficient for OPC to
service the OPC Load results in the interruption by Georgia Power Company of the
flow of Electric Energy to the EMCs pursuant to Section 16.3 of the CSA,
regardless of whether and when such condition is subsequently cured; PROVIDED,
HOWEVER, that under no circumstances shall this provision apply if Power
Marketer's failure to supply Electric Energy or the interruption caused by
Georgia Power Company is the result of Force Majeure or the imposition of a
rolling "brownout" or "blackout" or other similar demand-side management
controls or practices employed in the geographical area. Neither OPC nor Power
Marketer shall have any liability for damages in the event OPC exercises this
early termination right. Notwithstanding the foregoing, OPC and Power Marketer
each shall remain liable for any amounts on account of Electric Energy

-22-

furnished to the other Party prior to the effective date of such early
termination and for any other amounts accrued as of such date. Power
Marketer and OPC shall agree to a final accounting and settlement of their
obligations to each other as soon as practicable as provided in Section 13.4
hereof.

11.4 FAILURE TO PAY. Notwithstanding any other provision of this
Agreement, if either Party fails to pay the other any amounts when due, the
other Party shall have the right to (i) suspend performance under this Agreement
until such amounts plus interest have been paid and/or (ii) exercise any remedy
available at law or in equity to enforce payment of such amount plus interest;
PROVIDED, HOWEVER, that if the Defaulting Party, in good faith, shall dispute
the amount of any such billing or part thereof and shall pay such amounts as it
concedes to be correct, no suspension shall be permitted.

11.5 EFFECT OF REGULATION. In the event OPC is or becomes regulated by
a federal, state or local regulatory body, and such body shall disallow all or
any portion of any costs incurred or yet to be incurred by OPC under any
provision of this Agreement, such action shall not operate to excuse OPC from
performance of any obligation nor shall such action give rise to any right of
OPC to any refund or retroactive adjustment of any amounts payable hereunder.

ARTICLE 12
FORCE MAJEURE

12.1 EFFECT OF FORCE MAJEURE. If either Party is rendered unable by a
Force Majeure to carry out, in whole or part, its obligations hereunder and such
Party gives notice and full details of the event to the other Party as soon as
practicable after the occurrence of the event, then during the pendency of such
Force Majeure but for no longer period, the obligations of the Party affected by
the event (other than the obligation to make payments then due or becoming due
with respect to performance prior to the event) shall be suspended to the extent
required. The Party affected by the Force Majeure shall remedy the Force
Majeure with all reasonable dispatch.

ARTICLE 13
MISCELLANEOUS

13.1 ASSIGNMENT. Neither Party shall assign this Agreement or its
rights hereunder without the prior written consent of the other Party; PROVIDED,
HOWEVER, either Party may, without the consent of the other Party (and without
relieving itself from liability hereunder), (i) transfer, pledge, encumber or
assign this Agreement or the accounts, revenues, or proceeds hereof in
connection with any financing or other financial arrangements, (ii) transfer or
assign this Agreement to an Affiliate of such party, or (iii) transfer or assign

-23-

this Agreement to any person or entity succeeding to all or substantially all
of the assets of such Party; PROVIDED, HOWEVER, that in each such case, this
Agreement shall be binding upon any such assignee, such assignee shall agree
in writing to be bound by the terms and conditions hereof and each of the
representations of a Party shall be true with respect to such Party's
assignee as of the effective date of such assignment.

13.2 NOTICES. All notices, requests, statements or payments shall be
made as specified in Exhibit 13.2 hereto. Notices required to be in writing
shall be delivered by letter, facsimile or other documentary form. Notice by
facsimile or hand delivery shall be deemed to have been received by the close of
the Business Day on which it was transmitted or hand delivered (unless
transmitted or hand delivered after close, in which case it shall be deemed
received at the close of the next Business Day). Notice by overnight mail or
courier shall be deemed to have been received two Business Days after it was
sent. A Party may change its address by providing notice of same in accordance
herewith.

13.3 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE
PARTIES ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED,
ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

13.4 SURVIVAL OF OBLIGATIONS. Upon the expiration of the Parties' sale
and purchase obligations under this Agreement, any monies, penalties or other
charges due and owing Seller shall be paid, any corrections or adjustments to
payments previously made shall be determined, and any refunds due Buyer made, as
soon as practicable. All indemnity and confidentiality obligations and audit
rights shall survive the termination of this Agreement. The Parties'
obligations provided in this Agreement shall remain in effect for the purpose of
complying with the provisions of this Section.

13.5 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Parties relating to the subject matter contemplated by this
Agreement and supersedes all prior agreements, whether oral or written.

13.6 NO PARTNERSHIP. Nothing in this Agreement shall ever be deemed to
create or constitute a partnership, joint venture or association between the
Parties, or to impose a trust or partnership duty, obligation or liability on or
with regard to the Parties.

13.7 AMENDMENT. No amendment or modification to this Master Agreement
shall be enforceable unless reduced to writing and executed by both Parties.

13.8 THIRD PARTIES. The provisions of this Agreement shall not impart
rights enforceable by any person or entity not a Party or not a permitted
successor or assignee of a Party bound by this Agreement.

-24-

13.9 WAIVER. No waiver by either Party hereto of any one or more
defaults by the other in the performance of any of the provisions of this
Agreement or terms of any Transaction shall be construed as a waiver of any
other default or defaults, whether of a like kind or different nature.

13.10 CHARACTER OF TRANSACTIONS. The sale by OPC to Power Marketer of
OPC Energy under this Agreement does not constitute either a sale, lease, or the
dedication of ownership of any OPC Resource.

13.11 SEVERABILITY. Any provision declared or rendered unlawful by a
court of law or regulatory agency with jurisdiction over the Parties or deemed
unlawful because of a statutory change will not otherwise affect the lawful
obligations that arise under this Agreement.

13.12 INTERPRETATION. The term "including" when used in this Agreement
shall not be considered in any way to be in limitation.

13.13 HEADINGS. The headings used for the Articles herein are for
convenience and reference purposes only.

13.14 COUNTERPARTS. This Master Agreement may be executed in multiple
counterparts to be construed as one effective as of the Effective Date.

IN WITNESS WHEREOF, the Parties hereto have caused this Master
Agreement to be executed by their duly authorized officers and copies delivered
to each Party.

OGLETHORPE POWER CORPORATION

By: /s/ ▇. ▇. ▇▇▇▇▇▇▇ Attest: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------ ------------------------------
Title: President and Chief Executive Title: Assistant Secretary
Officer

DUKE/▇▇▇▇▇ ▇▇▇▇▇▇▇ L.L.C.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ------------------------------
Title: Senior Vice President Title: Assistant Secretary

-25-

APPENDIX A

All capitalized terms used in this Agreement and not otherwise defined
shall have the respective meanings set forth below, whether singular or
plural.

"Affiliate" means, with respect to any person, any other person (other
than an individual) that directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control
with, such person. For this purpose, "control" means the direct or indirect
ownership interest of more than fifty (50) percent of the outstanding capital
stock or other equity interests having ordinary voting power.

"Bankruptcy Proceeding" means, with respect to a Party, that such Party
(i) makes any general assignment or any general arrangement for the benefit
of creditors, (ii) files a petition or otherwise commences, authorizes or
acquiesces in the commencement of a proceeding or cause of action under any
bankruptcy or similar law for the protection of creditors, or has such a
petition involuntarily filed against it and such petition is not withdrawn or
dismissed within 30 days after such filing, (iii) otherwise becomes bankrupt
or insolvent (however evidenced), or (iv) is unable to pay its debts as they
fall due.

"Business Day" means a day on which the Federal Reserve Member Banks in
New York City are open for business; and a Business Day shall open at 8:00
a.m. and close at 5:00 p.m. local time for each Party's principal place of
business.

"Buyer" means the Party to a Transaction who is obligated to purchase
and receive, or cause to be received, Electric Energy during a Period of
Delivery.

"Claims" means all claims or actions, threatened or filed and whether
groundless, false or fraudulent, that directly or indirectly relate to the
subject matter of an indemnity, and the resulting losses, damages, expenses,
attorneys' fees and court costs, whether incurred by settlement or otherwise,
and whether such claims or actions are threatened or filed prior to or after
the termination of this Agreement.

"Commencement Date" has the meaning specified in Section 2.3 hereof.

"Computer Tapes" has the meaning specified in Section 5.3 hereof.

"Confidential Information" means written data or information (or an oral
communication if the party requesting confidentiality for such oral
communication promptly confirms such communication in writing) which is
privileged, confidential or proprietary or which constitutes a trade secret
under the Georgia Trade Secrets Act of 1990, except information which (i) is
a matter of public knowledge at the time of its disclosure or is thereafter
published in or otherwise ascertainable from any source available to the
public without breach of this Agreement, (ii) constitutes information which
is obtained from a third

A-1

party (who or which is not an Affiliate of one of the Parties hereto) other
than by or as a result of unauthorized disclosure, or (iii) prior to the time
of disclosure had been independently developed by the receiving Party or its
Affiliates not utilizing improper means. Confidential Information shall
remain Confidential and protected under this Agreement when and as such
Confidential Information is incorporated into information, data, notes, or
analyses prepared with or from such Confidential Information.

"Confirmation" means a written notice confirming the specific terms of a
Transaction which confirmation may be substantially in the form set forth on
Exhibit 2.2 hereto.

"Contract Price" means the price in United States dollars (per MWh) to
be paid by Buyer to Seller for the purchase of Electric Energy that is
Scheduled or Properly Requested pursuant to a Transaction.

"Contract Quantity" means the amount of Electric Energy that Seller
agrees to sell and deliver, or cause to be delivered, to Buyer and Buyer
agrees to purchase and receive, or cause to be received, from Seller pursuant
to the terms of a Transaction.

"CSA" means that certain Coordination Services Agreement between Georgia
Power Company and Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation), dated as of November 12, 1990, as
amended from time to time.

"Defaulting Party" has the meaning specified in Section 11.1 hereof.

"Delivery Point" means any point on the Integrated Transmission System
at which title to Electric Energy passes from Seller to Buyer, including at
any Point of Interconnection as shown on Exhibit 3.2.

"Early Termination Date" has the meaning specified in Section 11.2
hereof.

"Effective Date" has the meaning specified in Section 2.3 hereof.

"Electric Energy" means energy in the form of electricity expressed in
megawatt-hours (MWh) (or in kilowatt-hours when energy is measured at the
points of delivery to the EMCs).

"EMC" means an electric membership corporation as defined in Section
46-3-171(3) of the Georgia Electric Membership Corporation Act, which is a
member of OPC on the Effective Date, as shown on Exhibit 1.1 hereto.

"EMC Contract" means one of those certain Amended and Consolidated
Wholesale Power Contracts between OPC and an EMC, which contract is dated as
of December 1, 1988,

A-2

as amended from time to time, pursuant to which OPC sells and such EMC
purchases all Electric Energy required to meet the energy requirements of its
customers for the operation of its system.

"EMC Metering Point" means that certain point at which deliveries of
Electric Energy to each EMC, respectively, are measured and received pursuant
to the EMC Contracts.

"Energy Cost" means the (i) actual cost of fuel (and not any other
costs), in United States Dollars (per MWh), incurred by OPC with respect to
Electric Energy produced by OPC Resources (other than the power contracts
described below in this definition), as determined pursuant to the applicable
OPC Contracts; (ii) the actual cost of fuel and variable operations and
maintenance expenses under the block power purchase and sale agreements with
Georgia Power Company; (iii) the costs described on Exhibit 3.5.3(iii) hereto
with respect to the power purchase agreements with Big Rivers Electric
Corporation and Entergy Power, Incorporated; PROVIDED, HOWEVER, that the
Energy Cost with respect to ▇▇▇▇▇▇▇▇ shall be deemed to be zero to the extent
Power Marketer arranges for the delivery of gas at its expense to such plant.
The energy cost associated with pumping water at Rocky Mountain is deemed to
be at Power Marketer's expense pursuant to Section 4.3.4 of this Agreement.

"EPT" means Eastern Prevailing Time and refers to the time in effect in
the Eastern Time Zone of the United States, whether Eastern Standard Time or
Eastern Daylight Savings Time.

"Equitable Defenses" means bankruptcy, insolvency, reorganization and
other laws affecting creditors' rights generally, and with regard to
equitable remedies, the discretion of the court before which proceedings to
obtain the same may be pending.

"Event of Default" has the meaning specified in Section 11.1 hereof.

"Excess Generation" has the meaning set forth in Section 4.3.1 hereof.

"FERC" means the Federal Energy Regulatory Commission or any successor
agency which enforces the Federal Power Act.

"Force Majeure" means an event not anticipated as of the Effective Date,
which is not within the reasonable control of the Party (or, in the case of
third party obligations or facilities, the third party) claiming suspension
(the "Claiming Party"), and which by the exercise of due diligence the
Claiming Party is unable to overcome or obtain or cause to be obtained a
commercially reasonable substitute performance therefor. Force Majeure
includes, but is not restricted to: failure of transmission facilities; acts
of God; fire; civil disturbance; labor dispute; labor or material shortage;
sabotage; action or restraint by court order or public or governmental
authority (so long as the Claiming Party has not applied for or assisted in
the application for, and has opposed where and to the extent reasonable, such
government action);

A-3

PROVIDED, HOWEVER, that neither (i) the loss of Buyer's markets nor Buyer's
inability economically to use or resell Electric Energy purchased hereunder,
nor (ii) the loss or failure of Seller's Electric Energy supply, nor (iii)
Seller's ability to sell Electric Energy to a market at a more advantageous
price, shall constitute an event of Force Majeure. Interruption by a
Transmission Provider shall not be deemed to be Force Majeure unless (i) the
Party contracting with such Transmission Provider shall have made arrangement
with such Transmission Provider for the firm transmission, as defined under
the Transmission Provider's tariff, of the Electric Energy to be delivered or
received hereunder and (ii) such interruption is due to a force majeure as
defined under the Transmission Provider's tariff.

"Forecast Energy Cost" has the meaning specified in Section 3.5.3
hereof, as reflected on Exhibit 3.5.3(iii) hereto.

"Generation Shortfall" has the meaning set forth in Section 4.3.1 hereof.

"▇▇▇▇▇▇▇▇" has the meaning specified in Section 4.3.2 hereof.

"Integrated Transmission System" or "ITS" means the Transmission
Facilities as defined in the Revised and Restated Integrated Transmission
System Agreement between Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) and Georgia Power Company, dated as of
November 12, 1990, as amended from time to time.

"Interest Rate" means the Prime Rate plus two percent, or the maximum
lawful rate permitted by applicable Law, whichever is less.

"ITS Loss Factor" means the EMC transmission loss factor determined
pursuant to the ITSA applicable to deliveries of Electric Energy from any
point on the ITS to any EMC Metering Point, which loss factor is currently
3.7271%.

"ITSA" means the Revised and Restated Integrated Transmission System
Agreement between Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) and Georgia Power Company, dated as of
November 12, 1980, as amended from time to time.

"Law" means any law, rule, regulation, order, writ, judgment, decree or
other legal or regulatory determination by a court, regulatory agency or
governmental authority of competent jurisdiction.

"Legal Proceeding" means any suit, proceeding, judgment, ruling or order
by or before any court or any governmental authority.

A-4

"Level B-1" means the high side of the step-up transformer of a
generating plant that is an OPC Resource which interconnects directly into
the ITS.

"MWh" means megawatt-hour.

"Must Run Resources" has the meaning specified in Section 3.5 hereof.

"Non-Defaulting Party" has the meaning specified in Section 11.2 hereof.

"NERC" means the North American Electric Reliability Council.

"Notifying Party" has the meaning specified in Section 11.1.1 hereof.

"Non-Territorial Contractual Delivery Obligations" means an obligation,
based on a quantity of capacity, energy, or both, which an ITS participant is
contractually committed to deliver or make available from or through the ITS
to a non-territorial entity, as further defined in the ITSA.

"OPC Contracts" means, as of a particular date, all contracts, operating
procedures and understandings (whether written or oral, and if oral, written
statements of the terms thereof) in effect on such date affecting OPC's
rights and obligations with respect to OPC Resources and to the ITS.

"OPC Energy" means all of the available Electric Energy which OPC owns,
purchases or otherwise has a right to take from OPC Resources.

"OPC Load" means, as of a particular hour, the entire Electric Energy
requirements of the EMCs measured at each EMC Metering Point, after reducing
such requirements to reflect the EMCs' aggregate allocation of SEPA Energy
Scheduled for delivery to the EMCs.

"OPC Off-System Sales" means transactions undertaken by OPC pursuant to
the OPC Off-System Sales Contracts.

"OPC Off-System Sales Contracts" means the contracts listed on Exhibit
3.5.2 and, subject to the consent of Power Marketer, contracts entered into
between OPC and third parties pursuant to which OPC sells Electric Energy to
such third parties.

"OPC Resource" means the capacity entitlement or other rights with
respect to generating facilities from which, or power purchase contracts,
interchange agreements or other contracts or agreements under which, OPC is
required or has the right to take, purchase or otherwise acquire Electric
Energy during the Term.

A-5

"Other Records" has the meaning specified in Section 5.3 hereof.

"Party" and "Parties" mean a party or the parties, respectively, to this
Agreement, including permitted assignees of each pursuant to this Agreement.

"Period of Delivery" means the period from the date physical delivery of
the Electric Energy is to commence to the date physical delivery is to
terminate pursuant to a Transaction.

"Plant Hatch" means those two nuclear generating facilities (and
associated common facilities) having a rated capacity of 810 MW for Unit 1
and 820 MW for Unit 2.

"Plant Vogtle" means those two nuclear generating facilities (and
associated common facilities) having a rated capacity of 1160 MW for Unit 1
and 1160 MW for Unit 2.

"Point of Interconnection" means any point of interconnection between
the ITS and the transmission facilities of an interconnected utility,
electric cooperative or other transmission owner or operator, as set forth on
Exhibit 3.2.

"Power Marketer Off-System Sales Price" has the meaning specified in
Section 4.2 hereof.

"Power Marketer Sales Price" has the meaning specified in Section 4.2
hereof.

"Prime Rate" means for any date, the per annum rate of interest
announced from time to time by Citibank, N.A., as its "prime" rate for
commercial loans, effective for such date as established from time to time by
such bank.

"Properly Requested" or "Properly Requests" means that Power Marketer
has, subject to provisions of the OPC Contracts, NERC and SERC guidelines,
and applicable Laws, Scheduled OPC Resources in accordance with a Transaction
entered into in accordance with Section 2.2 hereof; PROVIDED, that all
Electric Energy attributable to Must Run Resources (which Power Marketer is
obligated to purchase pursuant to Section 3.5.1 hereof) shall be deemed to be
Properly Requested for purposes of this Agreement.

"Regulatory Approvals" means all current and future valid and applicable
Laws, orders, statutes, and regulations of courts or regulatory bodies (state
or federal) having jurisdiction over a Party or any Transaction.

"Replacement Price" has the meaning specified in Section 3.4(a) hereof.

"Representatives" has the meaning specified in Section 5.1 hereof.

A-6

"Rocky Mountain" has the meaning specified in Section 3.7(e) hereof.

"RUS" has the meaning specified in Section 10.1(iii) hereof.

"Sales Price" has the meaning specified in Section 3.4(b) hereof.

"Scheduling," "Scheduled" or "Schedule" means or relates to the acts of
Seller, Buyer and their designated representatives, including each Party's
Transmission Providers, if applicable, of notifying, requesting and
confirming to each other the quantity of Electric Energy to be delivered
hourly on any given day or days during a Delivery Period at a specified
Delivery Point.

"Seller" means the Party to a Transaction who is obligated to sell and
deliver, or cause to be delivered, Electric Energy during a Period of
Delivery.

"SEPA" means the Southeastern Power Administration, a federal agency of
the United States Government.

"SEPA Energy" means the aggregate amount of Electric Energy Scheduled
for delivery to the EMCs pursuant to the SEPA Contracts.

"SEPA Contracts" means those certain power purchase and sale agreements
between each EMC and SEPA pursuant to which each EMC purchases Electric
Energy from SEPA.

"SERC" means the Southeastern Electric Reliability Council.

"Statement" has the meaning specified in Section 7.1 hereof.

"Taxes" means any or all ad valorem, property, occupation, severance,
generation, first use, conservation, Btu or energy, transmission, utility,
gross receipts, privilege, sales, use, consumption, excise, lease,
transaction, and other or new Taxes, governmental charges, licenses, fees,
permits and assessments, or increases therein, other than taxes based on net
income or net worth.

"Term" has the meaning specified in Section 2.3 hereof.

"Terminated Transaction" has the meaning specified in Section 11.2
hereof.

"Termination Date" has the meaning specified in Section 2.3 hereof.

"Total Actual Nuclear Generation" shall have the meaning set forth in
Section 4.3.1 hereof.

A-7

"Total Expected Nuclear Generation" shall have the meaning set forth in
Section 4.3.1 hereof.

"Transaction" means a particular transaction agreed to by the Parties
relating to the purchase and sale of Electric Energy pursuant to this Master
Agreement, including sales by OPC pursuant to Section 3.5 and sales by Power
Marketer pursuant to Section 3.6.

"Transaction Agreement" means a written agreement executed by the
Parties to form and effectuate a Transaction which agreement may be in
substantially the form set forth on Exhibit 1.2 hereto.

"Transmission Provider" means the entity or entities transmitting
Electric Energy on behalf of Seller or Buyer to or from the Delivery Point(s)
in a particular Transaction.

A-8

EXHIBIT 1.1

Electric Membership Corporations of
Oglethorpe Power Corporation

ALTAMAHA EMC
AMICALOLA EMC
CANOOCHEE EMC
▇▇▇▇▇▇▇ EMC
CENTRAL GEORGIA EMC
COASTAL EMC
▇▇▇▇ EMC
▇▇▇▇▇▇▇▇ EMC
COWETA-FAYETTE EMC
EXCELSIOR EMC
FLINT EMC
▇▇▇▇▇ EMC
GREYSTONE POWER CORPORATION, AN EMC
HABERSHAM EMC
▇▇▇▇ EMC
▇▇▇▇▇ EMC
▇▇▇▇▇▇▇ EMC
▇▇▇▇▇▇▇▇▇ EMC
▇▇▇▇▇ EMC
LITTLE OCMULGEE EMC
MIDDLE GEORGIA EMC
▇▇▇▇▇▇▇▇ EMC
OCMULGEE EMC
OCONEE EMC
OKEFENOKE RURAL EMC
PATAULA EMC
PLANTERS EMC
RAYLE EMC
SATILLA RURAL EMC
SAWNEE EMC
SLASH PINE EMC
SNAPPING SHOALS EMC
SUMTER EMC
THREE NOTCH EMC
TRI-COUNTY EMC
▇▇▇▇▇ EMC
▇▇▇▇▇ COUNTY EMC
▇▇▇▇▇▇ EMC
WASHINGTON EMC

EXHIBIT 1.2

FORM OF TRANSACTION AGREEMENT

To Be Agreed Upon

EXHIBIT 2.2

FORM OF CONFIRMATION

To Be Agreed Upon

EXHIBIT 3.2

INTERCONNECTION POINTS WITH THE GEORGIA ITS

Alabama Electric Cooperative
Florida Power Corporation
Florida Power & Light Company
Duke Power Company
Jacksonville Electric Authority
South Carolina Electric & Gas Company
South Carolina Public Service Authority
Southern Companies
Tallahassee Electric Department
Tennessee Valley Authority

EXHIBIT 3.2 (CONTINUED)

OPC ALLOCATION OF
FIRST CONTINGENCY TOTAL TRANSFER CAPABILITY (FCTTC)
UNDER NORMAL OPERATING CONDITIONS
(EFFECTIVE JUNE 1, 1996)

FCTTC (MVA)

INTERFACE WITH GEORGIA ITS To Georgia ITS From Georgia ITS
-------------------------- -------------- ----------------
Florida [ ]* [ ]*
Sale to GPC [ ]*
Sale to GPC [ ]*
Sale to Entergy (3/1/96) [ ]*
----------------

[ ]*
Alabama Power [ ]* [ ]*

Duke Power [ ]* [ ]*

SC Public Service Authority [ ]* [ ]*

SC Electric and Gas [ ]* [ ]*

Savannah Power [ ]* [ ]*

Gulf Power [ ]* [ ]*

Tennessee Valley Authority [ ]* [ ]*
Purchase from GPC [ ]*

---------
[ ]*

Alabama Electric Cooperative [ ]* [ ]*

---------------------
* Indicates information that has been filed separately with the
Secretary of the Commission as an attachment to a request for confidentiality
with respect to the omitted information.

EXHIBIT 3.5

OPC RESOURCES(1)

TYPE OF RESOURCE OPC Resources
That Are NOT
Must Run Minimum Maximum
Resources (MW) (MW)

Generating Units Rocky Mountain 1 [ ]* [ ]*

Rocky Mountain 2 [ ]* [ ]*

Rocky Mountain 3 [ ]* [ ]*

▇▇▇▇▇▇▇ 1(2) [ ]* [ ]*

▇▇▇▇▇▇▇ 2(2) [ ]* [ ]*

Tallassee [ ]* [ ]*

▇▇▇▇▇▇▇ 1 [ ]* [ ]*

▇▇▇▇▇▇▇ 2 [ ]* [ ]*

▇▇▇▇▇▇▇ CT [ ]* [ ]*

OPC Resources
That Are
Must Run Minimum Maximum
Resources (MW) (MW)

Generating Units Hatch 1 [ ]* [ ]*

Hatch 2 [ ]* [ ]*

Vogtle 1 [ ]* [ ]*

Vogtle 2 [ ]* [ ]*

QF [ ]* [ ]*

---------------------

(1) The figures contained in this Exhibit shall not serve to limit the actual
output available from any OPC Resource.

(2) ▇▇▇▇▇▇▇ minimum could be [ ]* if Georgia Power is not taking electric
energy from its ownership share of the generating facility.

EXHIBIT 3.5 (CONTINUED)

Other OPC Resources Minimum Maximum
(MW) (MW)

Purchased Power GPC Block 1(3) [ ]* [ ]*

GPC Block 2(3) [ ]* [ ]*

GPC Block 3(3) [ ]* [ ]*

GPC Block 4(3) [ ]* [ ]*

GPC Block 5(3) [ ]* [ ]*

GPC Block 6(3) [ ]* [ ]*

Big Rivers [ ]* [ ]*

Entergy [ ]* [ ]*

▇▇▇▇▇▇▇▇ 1 [ ]* [ ]*

▇▇▇▇▇▇▇▇ 2 [ ]* [ ]*

---------------------

(3) [ ]* availability - minimum applies when energy is being
scheduled under the particular block.

EXHIBIT 3.5.2

POWER PURCHASE AND SALE AGREEMENTS
UNDER WHICH OPC IS OBLIGATED TO SELL ELECTRIC ENERGY

Letter of Commitment to sell power to Alabama Electric Cooperative
beginning January 1, 1996, and extending through December 31, 1996, dated as
of December 15, 1995.

EXHIBIT 3.5.3(i)

OPC RESOURCES AND OPC CONTRACTS

OPC RESOURCE OPERATIONS GOVERNED BY
------------ ----------------------

Georgia Power Blocks Block Power Sale Agreement between
Georgia Power Company and OPC, dated
as of November 12, 1990. Letters
dated as of December 30, 1992 and
December 8, 1993, extending term of
Block Power Sale Agreement. Letter
dated as of August 30, 1994, electing
to reduce capacity OPC is obligated
to purchase under Block Power Sale
Agreement.

Vogtle, Units 1 & 2 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Nuclear Units Numbers
One and Two Purchase and Ownership
Participation Agreement among Georgia
Power Company, OPC, Municipal
Electric Authority of Georgia and
City of Dalton, Georgia, dated as of
August 27, 1976; Amendment, dated as
of January 18, 1977; Amendment Number
Two, dated as of February 24, 1977.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Nuclear Units One and
Two Operating Agreement among Georgia
Power Company, OPC, Municipal
Electric Authority of Georgia and
City of Dalton, Georgia, dated as of
August 27, 1976.

Hatch, Units 1 & 2 ▇▇▇▇▇ ▇. ▇▇▇▇▇ Nuclear Plant Purchase
and Ownership Participation Agreement
between Georgia Power Company and
OPC, dated as of January 6, 1975.
Hatch Operating Agreement between
Georgia Power Company and OPC, dated
as of January 6, 1975.

▇▇▇▇▇▇▇, Units 1 & 2 Plant ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Units Numbers
One and Two Purchase and Ownership
Participation Agreement among Georgia
Power Company, OPC, Municipal
Electric Authority of Georgia and
City of Dalton, Georgia, dated as of
May 15, 1980; Amendment, dated as of
December 30, 1985; Amendment Number
Two, dated as of July 1, 1986;
Amendment Number Three, dated as of
August 1, 1988; Amendment Number
Four, dated as of December 31, 1990.
Plant ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Units Numbers
One and Two Operating Agreement among
Georgia Power Company, OPC, Municipal
Electric Authority of Georgia and
City of Dalton, Georgia, dated as of
May 15, 1980; Amendment, dated as of
December 30, 1985; Amendment Number
Two, dated as of December 31, 1990.
Plant ▇▇▇▇▇▇▇ Managing Board
Agreement among Georgia Power
Company, OPC, Municipal Electric
Authority of Georgia

EXHIBIT 3.5.3(i) (CONTINUED)

and City of Dalton, Georgia, dated as
of December 31, 1990. Letter of
Intent re: Use of Eastern and Western
Coal at ▇▇▇▇▇▇▇, dated as of January
16, 1992; Letter Agreement re:
Capital Modifications and
Expenditures for the use of Western
Coal at Plant ▇▇▇▇▇▇▇, dated as of
July 7, 1992 (partially executed).
Letter Agreement re: Additional
Amendments to the ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
Agreements, dated as of December 31,
1990.

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇, & ▇▇ ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ Purchase and
Ownership Participation Agreement
between Georgia Power Company and
OPC, dated as of March 26, 1976;
Plant ▇▇▇ ▇▇▇▇▇▇▇ Operating Agreement
between Georgia Power Company and
OPC, dated as of March 26, 1976.
Plant ▇▇▇ ▇▇▇▇▇▇▇ Combustion Turbine
Agreement between Georgia Power
Company and OPC, dated as of August
2, 1982; Amendment dated as of
October 20, 1982. Definitive
Agreement Concerning Transfer Units
Under Phase I of the Clean Air Act
Amendments, dated as of October 30,
1992.

Tallassee, Units 1 & 2 No Operative Documents.

Big Rivers Purchase Long Term Firm Power Purchase
Agreement between Big Rivers Electric
Corporation and OPC, dated as of
December 17, 1990. Letter dated
March 12, 1992. Long Term Firm Power
Purchase Agreement, dated as of July
19, 1989, by and between OPC and Big
Rivers Electric Corporation.

Entergy Purchase Unit Capacity and Energy Purchase
Agreement between OPC and Entergy
Power, Incorporated, dated as of
October 11, 1990; Amendment, dated as
of September 29, 1992. Letter
Agreement Regarding Offer to Sell
Energy, dated as of April 23, 1992;
Amendment, dated as of February 25,
1993.

▇▇▇▇▇▇▇▇ Energy Limited
Partnership Purchase Power Purchase Agreement between OPC
and ▇▇▇▇▇▇▇▇ Energy Limited
Partnership, dated as of June 12,
1992. Agreement for Purchase of
230KVS Switchyard and ITS
Interconnection Facilities Agreement,
dated as of August 31, 1992.

EXHIBIT 3.5.3(i) (CONTINUED)

Rocky Mountain Pumped
Storage Resource Rocky Mountain Pumped Storage
Hydroelectric Project Ownership
Participation Agreement, dated as of
November 18, 1988, by and between OPC
and Georgia Power Company. Rocky
Mountain Pumped Storage Hydroelectric
Project Operating Agreement by and
between OPC and Georgia Power
Company, dated as of November 18,
1988. Pumped Storage Hydroelectric
Project Option Agreement, dated as of
November 18, 1988. Reciprocity
Letter Agreement, dated as of
November 18, 1988. Letters Relating
to Rocky Mountain (Title Defects
Letter; ▇▇▇▇▇ County Prepayment
Letter; Letter Re: Other Commitments;
Letter Re: Cost of Construction).

QF Agreements Interconnection Policy of OPC and
Members for Cogeneration and Small
Power Producers, dated as of January
1994. Agreement for Purchase of
Power between Habersham Electric
Membership Corporation and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, dated as of July 26, 1981;
Amendment, dated as of July 8, 1985;
Second Amendment, dated as of June
1993. Agreement for Purchase of
Power from Georgia Waste Systems,
Inc., dated January 1993. Agreement
for Purchase of Power from Southeast
Paper Manufacturing Co., dated as of
February 29, 1988; Amendment, dated
as of November 11, 1991. Agreement
for Purchase of Power from Spartan
▇▇▇▇▇, dated as of April 6, 1992.

Proposed Amendments Amendment No. 1 to the CSA between
GPC and OPC dated Draft as of
November 7, 1995. Proposed sale of
FLA ITS Interface capability to GPC
from OPC dated December 21, 1995.
Proposed sale of FLA ITS Interface
capability to Entergy Power Inc. from
OPC dated December 29, 1995.
Proposed Amendment to Plant ▇▇▇ ▇.
▇▇▇▇▇▇▇ Operating Agreement among
GPC, OPC, MEAG, and the City of
▇▇▇▇▇▇.

EXHIBIT 3.5.3(i) (CONTINUED)

OTHER AGREEMENTS

Integrated Transmission
System Agreement Revised and Restated Integrated
Transmission System Agreement between
OPC and Georgia Power Company, dated
as of November 12, 1990. ITSA, Power
Sale and Coordination Umbrella
Agreement between OPC and Georgia
Power Company, dated as of November
12, 1990.

Coordination Services Coordination Services Agreement
between Georgia Power Company and
OPC, dated as of November 12, 1990.

Transmission O&M Transmission Facilities Operation and
Maintenance Contract between Georgia
Power Company and OPC, dated as of
June 9, 1986.

ITS Transfer Capability Purchase of TVA ITS Interface
capability from Municipal Electric
Authority of Georgia to OPC dated
December 17, 1990. Purchase of TVA
ITS Interface capability from GPC to
OPC dated November 12, 1990. Sale of
FLA ITS Interface capability to GPC
and from OPC dated May 30, 1995.

SEPA SEPA Contract No. 89-00-1501-912
between SEPA and OPC dated May 28,
1991 and amended in Supplemental
Agreement No. 1 dated November 26,
1991, Supplemental Agreement No. 2
dated May 23, 1994, Supplemental
Agreement No. 3 dated January 30,
1995. SEPA Contract No.
89-00-1501-916 between SEPA and OPC
dated December 29, 1993 and amended
in Supplemental Agreement No. 1 dated
June 17, 1994, Supplemental Agreement
No. 2 dated July 28, 1995,
Supplemental Agreement No. 3 dated
November 24, 1995.

Operating Procedures Rocky Mountain Pumped Storage
Hydroelectric Plant Coordination
Procedures Agreement between
Oglethorpe Power Corporation and
Georgia Power Company effective June
1, 1995. Plant ▇▇▇▇▇▇▇ Units #1 and
#2 Dispatch Procedures Rev. 6..
▇▇▇▇▇▇▇▇ Energy Facility Operation
and Maintenance Procedure for Unit
Dispatch effective June 6, 1994.
Operating Procedures for use between
System Control Center and Rocky
Mountain Plant effective November 18,
1994.

EXHIBIT 3.5.3(ii)

EXPECTED AVAILABILITY OF EACH OPC RESOURCE

OPC RESOURCE PLANNED OUTAGES DUE TO FORCED LOSS FACTOR
SCHEDULED MAINTENANCE OUTAGE
AFFECTING THE TERM RATE
1996 SCHEDULED OUTAGES
(Latest Version of Schedule)

FROM TO

Hatch 1(4) [ ]* [ ]* [ ]*

Hatch 2(4) [ ]* [ ]* [ ]*

Rocky Mountain [ ]* [ ]* [ ]*

- ▇▇▇▇ ▇ [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ 1 [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ 2 [ ]* [ ]* [ ]*

Tallassee 1& 2 [ ]* [ ]* [ ]*

Vogtle 1(4) [ ]* [ ]* [ ]*

Vogtle 2(4) [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ 1 [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ 2 [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ CT [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇▇ [ ]* [ ]* [ ]*

---------------------

* Nuclear planned outages exclude ramp down period prior to full
expected planned outages above.

EXHIBIT 3.5.3(iii)

FORECAST ENERGY COST OF EACH OPC RESOURCE
($/MWH)

TYPE OF RESOURCE OPC RESOURCE FORECAST ENERGY COST

Sept. Oct. Nov. Dec.

Purchased Power GPC Block 1(5) [ ]* [ ]* [ ]* [ ]*

GPC Block 2(5) [ ]* [ ]* [ ]* [ ]*

GPC Block 3(5) [ ]* [ ]* [ ]* [ ]*

GPC Block 4(5) [ ]* [ ]* [ ]* [ ]*

GPC Block 5(5) [ ]* [ ]* [ ]* [ ]*

GPC Block 6(5) [ ]* [ ]* [ ]* [ ]*

Big Rivers(6) [ ]* [ ]* [ ]* [ ]*

Big Rivers(7) [ ]* [ ]* [ ]* [ ]*

QF [ ]* [ ]* [ ]* [ ]*

---------------------
*The Forecast Energy Costs for the Georgia Power Company
block purchases are comprised of fuel and variable O&M,
as calculated pursuant to the BPSA.

*Historical rate plus [ ]* per MWh for transmission
on TVA [ ]* TVA losses. Rate is comprised of
fuel, variable O&M and emission costs. Price is based
on blended on-peak and off-peak price.

*Includes transmission costs plus [ ]* energy losses.
Reflects average of prices from TVA/Georgia
ITS interface and the APC/Georgia ITS interface.

EXHIBIT 3.5.3(iii) (CONTINUED)

Sept. Oct. Nov. Dec.

Generating Units(8) Hatch 1 [ ]* [ ]* [ ]* [ ]*

Hatch 2 [ ]* [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ 1 [ ]* [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ 2 [ ]* [ ]* [ ]* [ ]*

Vogtle 1 [ ]* [ ]* [ ]* [ ]*

Vogtle 2 [ ]* [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ 1 [ ]* [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ 2 [ ]* [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇ CT [ ]* [ ]* [ ]* [ ]*

▇▇▇▇▇▇▇▇ 1 & 2 [ ]* [ ]* [ ]* [ ]*

Rocky Mountain [ ]* [ ]* [ ]* [ ]*
1, 2 & 3

---------------------

(8) Fuel prices only - does not include variable O&M or emission allowances.

EXHIBIT 4.2

1. D/LD will provide energy required (exclusive of energy provided by SEPA) up
to the maximum quantities indicated below at the following Contract Price:

MONTH MAXIMUM QUANTITY CONTRACT PRICE

September 1996 [ ]* [ ]*

October 1996 [ ]* [ ]*

November 1996 [ ]* [ ]*

December 1996 [ ]* [ ]*

2. D/LD will provide energy required in excess of the maximum quantities
indicated in (1) above at the following Contract Price:

MONTH CONTRACT PRICE

September 1996 [ ]*

October 1996 [ ]*

November 1996 [ ]*

December 1996 [ ]*

EXHIBIT 4.3.1

[ ]*

EXHIBIT 4.3.4
ROCKY MOUNTAIN
MEGAWATT HOUR STORAGE TABLE

Upper
Lower Reservoir Estimated Estimated
Upper Reservoir Volume MW hrs MW hrs Accumulated Estimated MW hrs MW hrs per
Reservoir Level Ft. change in in storage change Generation MW hrs Pumping Acre ft
Level Ft. (optimum) Acre Ft. Generating Generating Tool Pumping to fill pool

1392 690.5 5992.0 7652.3

1391 691.0 218 5861.4 130.5 130.6 7485.5 166.8 0.599 Generating

1390 691.6 216 5732.0 129.4 260.0 7320.3 332.0 0.765 Pumping

1389 692.0 216 5602.6 129.4 389.4 7155.0 497.3

1388 692.6 216 5473.2 129.4 518.8 6989.8 662.5

1387 693.1 215 5344.5 128.8 647.5 6825.3 827.0 Conversion Factors

1386 693.6 214 5216.3 128.2 775.7 6661.6 990.7 43,560 cu. ft.
= 1 acre ft.

1385 694.1 214 5088.1 128.2 903.9 6497.9 1154.4

1384 694.6 213 4960.5 127.6 1031.5 6335.0 1317.3 CFS - flow =
zone ft. per
hr.

1383 695.1 212 4833.5 127.0 1158.5 6172.8 1479.5

1382 695.6 212 4706.5 127.0 1285.5 6010.6 1641.7 4000 330.6

1381 696.0 212 4579.5 127.0 1412.5 5848.4 1803.9 4100 338.8

1380 696.5 210 4453.7 125.8 1538.3 5687.8 1964.5 4200 347.1

1379 697.0 210 4327.9 125.8 1664.1 5527.1 2125.2 4300 355.4

1378 697.4 210 4202.1 125.9 1789.9 5366.5 2285.8 4400 363.6

1377 697.9 209 4076.9 125.2 1915.1 5206.6 2445.7 4500 371.9

1376 698.3 208 3952.3 124.6 2039.7 5047.5 2604.8 4600 380.2

1375 698.8 208 3827.7 124.6 2164.3 4888.4 2763.9 4700 388.4

1374 699.2 208 3703.1 124.6 2288.9 4729.2 2923.1 4800 396.7

1373 699.6 206 3579.7 123.4 2412.3 4571.6 3080.7 4900 405.0

1372 700.1 206 3456.3 123.4 2535.7 4414.1 3238.2 5000 413.2

1371 700.5 206 3332.9 123.4 2659.1 4256.5 3385.8 5100 421.5

1370 700.9 205 3210.1 122.8 2781.9 4099.6 3552.7 5200 429.8

1369 701.4 204 3087.9 122.2 2904.1 3943.6 3708.7 5300 438.0

1368 701.8 204 2965.7 122.2 3026.3 3787.5 3864.8 5400 446.3

1367 702.2 204 2843.5 122.2 3148.5 3631.5 4020.8 5500 454.5

1366 702.5 202 2722.5 121.0 3269.5 3478.9 4175.4 5600 462.8

1365 703.0 202 2501.5 121.0 3390.5 3322.4 4329.9 5700 471.1

1364 703.4 202 2480.5 121.0 3511.5 3167.9 4484.4 5800 479.3

1363 703.8 201 2360.1 120.4 3631.9 3014.1 4638.2 5900 487.6

1362 704.1 200 2240.3 119.8 3751.7 2861.1 4791.2 6000 496.9

1361 704.5 200 2120.5 119.8 3871.5 2708.1 4944.2 6100 504.1

1360 704.9 200 2000.7 119.8 3991.3 2555.1 5097.2 6200 512.4

1359 705.2 184 1890.5 110.2 4101.5 2414.3 5238.0 6300 520.7

1358 705.6 184 1780.3 110.2 4211.7 2273.6 5378.7 6400 528.9

1357 705.9 183 1670.7 109.8 4321.3 2133.6 5518.7 6500 537.2

1356 706.3 182 1561.6 109.0 4430.4 1994.4 5657.9

1355 706.6 182 1452.6 109.0 4539.4 1855.1 5797.2

1354 706.9 180 1344.8 107.8 4647.2 1717.4 5934.9

1353 707.3 180 1237.0 107.8 4755.0 1579.7 6072.6

1352 707.6 180 1129.2 107.8 4862.8 1442.0 6210.3

1351 707.9 178 1022.5 106.6 4969.5 1305.9 6346.4

1350 708.2 178 915.9 106.6 5076.1 1169.7 6482.6

1349 708.5 177 809.9 106.0 5182.1 1034.3 6818.0

1348 708.8 176 704.4 105.4 5287.6 899.6 6752.7

1347 709.1 176 599.0 105.4 5393.0 765.0 6887.3

1346 709.4 174 494.8 104.2 5497.2 631.9 7020.4

1345 709.8 174 390.6 104.2 5601.4 498.8 7153.5

1344 710.0 164 292.3 98.2 5699.7 373.3 7279.0

1343 710.3 164 194.1 98.2 5797.9 247.9 7404.4

1342 710.6 162 97.0 97.0 5895.0 123.9 7526.4

1341 710.9 162 0.0 97.0 5992.0 7652.3

.51 20.4 10003 5992.0

EXHIBIT 13.2

NOTICES AND PAYMENT

ENRON POWER MARKETING, INC.:

NOTICES AND CORRESPONDENCE PAYMENTS

Duke/▇▇▇▇▇ ▇▇▇▇▇▇▇ L.L.C. Duke/▇▇▇▇▇ ▇▇▇▇▇▇▇ L.L.C.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Acct. No. 9102740744
Attn: Vice President Operations ABA No. ▇▇▇▇▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇

INVOICES

Duke/▇▇▇▇▇ ▇▇▇▇▇▇▇ L.L.C.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ Lovely

OGLETHORPE POWER CORPORATION:

NOTICES AND CORRESPONDENCE PAYMENTS

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
P.O. Box 1349 ABA Routing No. ▇▇▇-▇▇▇▇-▇▇
Tucker, Georgia 30085-1349 Oglethorpe Power Corporation
Attn: Manager, System Control Account No. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
FAX# (▇▇▇) ▇▇▇-▇▇▇▇ Confirmation: Oglethorpe Power
Corporation
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇

MASTER POWER PURCHASE AND SALE AGREEMENT BETWEEN DUKE/LOUIS DREYFUS L.L.C., A NEVADA LIMITED LIABILITY COMPANY AND OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION)

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