REVISED AND RESTATED COORDINATION SERVICES AGREEMENT Between and Among Georgia Power Company, Oglethorpe Power Corporation and Georgia System Operations Corporation

EXHIBIT 10.14

REVISED AND RESTATED
COORDINATION SERVICES AGREEMENT

Between and Among
Georgia Power Company,
Oglethorpe Power Corporation and
Georgia System Operations Corporation

Dated September 10, 1997

TABLE OF CONTENTS

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

RELATIONSHIP OF THE PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(1) Actual Hourly Facility Generation . . . . . . . . . . . . . . . . . 3
(2) Actual Hourly OPC Resources Utilization . . . . . . . . . . . . . . 4
(3) Actual Hourly Resource Utilization. . . . . . . . . . . . . . . . . 4
(4) Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(5) Available Capability. . . . . . . . . . . . . . . . . . . . . . . . 4
(6) Available Capability Schedule . . . . . . . . . . . . . . . . . . . 5
(7) Block Power Sale Agreement or BPSA. . . . . . . . . . . . . . . . . 5
(8) Block Resource. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(9) Control Area Services . . . . . . . . . . . . . . . . . . . . . . . 5
(10) Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(11) Delivery Point . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(12) Dynamic Scheduling or Dynamically Scheduled. . . . . . . . . . . . 6
(13) Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(14) Electric Membership Corporations or EMCs . . . . . . . . . . . . . 6
(15) Energy Imbalance Service . . . . . . . . . . . . . . . . . . . . . 7
(16) Federal Power Act. . . . . . . . . . . . . . . . . . . . . . . . . 7
(17) FERC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(18) Hour . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(19) IIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(20) Interest Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(21) ITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(22) Joint Committee. . . . . . . . . . . . . . . . . . . . . . . . . . 8
(23) Joint-Owned Facility . . . . . . . . . . . . . . . . . . . . . . . 8
(24) Joint Ownership Agreements . . . . . . . . . . . . . . . . . . . . 8
(25) Level A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
(26) Level A to B-1 Loss Factors. . . . . . . . . . . . . . . . . . . .10
(27) Level A to B-2 Loss Factors. . . . . . . . . . . . . . . . . . . .10
(28) Level B-1. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
(29) ▇▇▇▇▇ ▇-▇ to B-2 Loss Factors. . . . . . . . . . . . . . . . . . .10
(30) Level B-2. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
(31) Level D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
(32) Level D to B-1 Loss Factors. . . . . . . . . . . . . . . . . . . .11
(33) Marginal Replacement Fuel Cost . . . . . . . . . . . . . . . . . .11
(34) Maximum Utilization Level. . . . . . . . . . . . . . . . . . . . .11
(35) Month. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
(36) Monthly CSA Administration Fee . . . . . . . . . . . . . . . . . .12
(37) Monthly CSA Implementation Fee . . . . . . . . . . . . . . . . . .12

(38) NERC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
(39) Non-Territorial Control Area Services. . . . . . . . . . . . . . .12
(40) Nuclear Resource . . . . . . . . . . . . . . . . . . . . . . . . .12
(41) OPC-Controllable-ITS Resource. . . . . . . . . . . . . . . . . . .13
(42) OPC Non-Territorial Load . . . . . . . . . . . . . . . . . . . . .14
(43) OPC Off-System Resource. . . . . . . . . . . . . . . . . . . . . .14
(44) OPC Off-System Transaction . . . . . . . . . . . . . . . . . . . .14
(45) OPC Operational Deficiency . . . . . . . . . . . . . . . . . . . .15
(46) OPC Resource . . . . . . . . . . . . . . . . . . . . . . . . . . .15
(47) OPC Territorial Load . . . . . . . . . . . . . . . . . . . . . . .15
(48) OPC Total Load Requirements. . . . . . . . . . . . . . . . . . . .16
(49) Open Access Transmission Tariff of Southern Companies. . . . . . .16
(50) Party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
(51) Peaking Block Resource . . . . . . . . . . . . . . . . . . . . . .16
(52) Prudent Utility Practice . . . . . . . . . . . . . . . . . . . . .16
(53) Pseudo CT Resource . . . . . . . . . . . . . . . . . . . . . . . .17
(54) Pseudo CT Resource Heat Rate . . . . . . . . . . . . . . . . . . .17
(55) Pseudo Energy. . . . . . . . . . . . . . . . . . . . . . . . . . .17
(56) Pseudo Energy Purchase . . . . . . . . . . . . . . . . . . . . . .18
(57) Pseudo Energy Sale . . . . . . . . . . . . . . . . . . . . . . . .18
(58) Pseudo Schedule[ing] and Dispatch. . . . . . . . . . . . . . . . .18
(59) Quarter Hour . . . . . . . . . . . . . . . . . . . . . . . . . . .18
(60) Real-Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
(61) Revised ITSA . . . . . . . . . . . . . . . . . . . . . . . . . . .18
(62) SEPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
(63) SEPA Resource. . . . . . . . . . . . . . . . . . . . . . . . . . .19
(64) SERC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
(65) Southern Companies . . . . . . . . . . . . . . . . . . . . . . . .19
(66) Southern Control Area. . . . . . . . . . . . . . . . . . . . . . .19
(67) Southern Dispatch. . . . . . . . . . . . . . . . . . . . . . . . .19
(68) Southern Sub-Region. . . . . . . . . . . . . . . . . . . . . . . .20
(69) Steam Block Resource . . . . . . . . . . . . . . . . . . . . . . .20
(70) System Marginal Cost . . . . . . . . . . . . . . . . . . . . . . .20
(71) Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
(72) Territorial Control Area Services. . . . . . . . . . . . . . . . .20
(73) Territorial Marginal Cost. . . . . . . . . . . . . . . . . . . . .20
(74) Umbrella Agreement . . . . . . . . . . . . . . . . . . . . . . . .21
(75) Utilization. . . . . . . . . . . . . . . . . . . . . . . . . . . .21
(76) Week . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
(77) Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

OPERATING OBLIGATIONS OF THE PARTIES . . . . . . . . . . . . . . . . . . . .22
3.1 Basic Operation and Maintenance Obligations.. . . . . . . . . . . .22
3.2 Obligations Under Future Standards. . . . . . . . . . . . . . . . .22
3.3 System Security and Integrity.. . . . . . . . . . . . . . . . . . .27
3.4 Supply Deficiencies.. . . . . . . . . . . . . . . . . . . . . . . .27
3.5 Power Flows.. . . . . . . . . . . . . . . . . . . . . . . . . . . .28
3.6 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

OPC-CONTROLLABLE-ITS RESOURCES . . . . . . . . . . . . . . . . . . . . . . .29
4.1 Energy Utilization. . . . . . . . . . . . . . . . . . . . . . . . .29
4.2 Transmission Responsibility.. . . . . . . . . . . . . . . . . . . .29

ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .▇▇

▇▇▇▇▇ RESOURCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
5.1 Dispatch. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
5.2 Changes in Schedules. . . . . . . . . . . . . . . . . . . . . . . .30
5.3 Energy Utilization. . . . . . . . . . . . . . . . . . . . . . . . .30
5.4 Emergency Decommitment. . . . . . . . . . . . . . . . . . . . . . .30
5.5 Operability of Article. . . . . . . . . . . . . . . . . . . . . . .31

ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

SEPA RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
6.1 Dispatch. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
6.2 Energy Utilization. . . . . . . . . . . . . . . . . . . . . . . . .31
6.3 Operability of Article. . . . . . . . . . . . . . . . . . . . . . .31

ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

NUCLEAR RESOURCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
7.1 Delivery of and Payment for Energy. . . . . . . . . . . . . . . . .32
7.2 Energy Utilization. . . . . . . . . . . . . . . . . . . . . . . . .32
7.3 Informational Available Capability and Energy Schedules.. . . . . .32

ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33

OPC OFF-SYSTEM TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . .33
8.1 Coordinate with Georgia Power.. . . . . . . . . . . . . . . . . . .33
8.2 Minimum Scheduling Notice.. . . . . . . . . . . . . . . . . . . . .33
8.3 Energy Utilization. . . . . . . . . . . . . . . . . . . . . . . . .34
8.4 Load Responsibility.. . . . . . . . . . . . . . . . . . . . . . . .34
8.5 Oglethorpe Power's Information Obligations. . . . . . . . . . . . .34
8.6 Transmission Responsibility.. . . . . . . . . . . . . . . . . . . .35
8.7 Indemnification.. . . . . . . . . . . . . . . . . . . . . . . . . .35

iii

ARTICLE IX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35

MUTUAL BUY/SELL TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . .35

ARTICLE X. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36

PSEUDO CT RESOURCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
10.1 Available Capability Schedule. . . . . . . . . . . . . . . . . . .36
10.2 Changes to Available Capability Schedule.. . . . . . . . . . . . .36
10.3 Hourly Utilization Schedule. . . . . . . . . . . . . . . . . . . .37
10.4 Changes to Utilization Schedule. . . . . . . . . . . . . . . . . .37
10.5 Pseudo CT Resource Test Energy.. . . . . . . . . . . . . . . . . .38
10.6 Pricing of Pseudo Energy Sales and Purchases.. . . . . . . . . . .39

ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .▇▇

▇▇▇▇▇▇▇▇▇▇▇ CONTROL AREA SERVICES. . . . . . . . . . . . . . . . . . . . . .40
11.1 Availability.. . . . . . . . . . . . . . . . . . . . . . . . . . .40
11.2 Scheduling, System Control and Dispatch Service. . . . . . . . . .41
11.3 Reactive Supply and Voltage Control From Generation Sources
Service.. . . . . . . . . . . . . . . . . . . . . . . . . . .42
11.4 Regulation and Frequency Response Service. . . . . . . . . . . . .43
11.5 Operating Reserve - Spinning Reserve Service.. . . . . . . . . . .46
11.6 Operating Reserve - Supplemental Reserve Service.. . . . . . . . .50
11.7 Short-Term Purchase Of Territorial Control Area Services.. . . . .54

ARTICLE XII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56

ENERGY IMBALANCE SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . .56
12.1 Energy Imbalance.. . . . . . . . . . . . . . . . . . . . . . . . .56
12.2 Inadvertent Energy Bandwidth.. . . . . . . . . . . . . . . . . . .56
12.3 Back-Up Capacity Charge. . . . . . . . . . . . . . . . . . . . . .57
12.4 Commitment Cost. . . . . . . . . . . . . . . . . . . . . . . . . .57
12.5 Credit for Hourly Surplus Energy.. . . . . . . . . . . . . . . . .58
12.6 Payment for Hourly Deficit Energy. . . . . . . . . . . . . . . . .59

ARTICLE XIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59

OPERATIONAL DEFICIENCY . . . . . . . . . . . . . . . . . . . . . . . . . . .59
13.1 Operational Responsibility.. . . . . . . . . . . . . . . . . . . .59
13.2 Oglethorpe Power's Real-Time Information Obligations.. . . . . . .59
13.3 Determination of OPC Operational Deficiency. . . . . . . . . . . .61
13.4 Corrective Action to Eliminate an OPC Operational
Deficiency. . . . . . . . . . . . . . . . . . . . . . . . . .61
13.5 No Liability; Indemnity. . . . . . . . . . . . . . . . . . . . . .62

ARTICLE XIV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63

NON-TERRITORIAL CONTROL AREA SERVICES. . . . . . . . . . . . . . . . . . . .63
14.1 Load Within Southern Control Area. . . . . . . . . . . . . . . . .63
14.2 Other Loads. . . . . . . . . . . . . . . . . . . . . . . . . . . .64

ARTICLE XV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65

CONFIDENTIALITY OF DATA. . . . . . . . . . . . . . . . . . . . . . . . . . .65
15.1 Information Obligations; Confidentiality of Data.. . . . . . . . .65
15.2 Information Related To Supply Deficiencies.. . . . . . . . . . . .66
15.3 Information Related To Block and CT Resources. . . . . . . . . . .67
15.4 Information Related To Off-System Transactions.. . . . . . . . . .67
15.5 Information Related To Territorial Control Area
Services/Energy Imbalance Service.. . . . . . . . . . . . . .67
15.6 Information Related To Real-Time and Revenue Meter Data. . . . . .69
15.7 Information Related To Non-Territorial Control Area
Services. . . . . . . . . . . . . . . . . . . . . . . . . . .71

ARTICLE XVI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71

IMPLEMENTATION AND ADMINISTRATION FEES . . . . . . . . . . . . . . . . . . .71
16.1 CSA Implementation Fee.. . . . . . . . . . . . . . . . . . . . . .71
16.2 CSA Administration Fee.. . . . . . . . . . . . . . . . . . . . . .72

ARTICLE XVII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72

BILLING AND COLLECTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .72
17.1 Billing and Payment. . . . . . . . . . . . . . . . . . . . . . . .72
17.2 Billing Disputes and Final Accounting. . . . . . . . . . . . . . .74
17.3 Availability of Records. . . . . . . . . . . . . . . . . . . . . .77
17.4 Failure to Make Payments.. . . . . . . . . . . . . . . . . . . . .77

ARTICLE XVIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .78

TERM OF AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .78
18.1 Term.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .78
18.2 Extension of the Term. . . . . . . . . . . . . . . . . . . . . . .79
18.3 FERC Changes; Rights to Terminate. . . . . . . . . . . . . . . . .82

ARTICLE XIX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .84

MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . .84
19.1 Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . .84
19.2 Assignment.. . . . . . . . . . . . . . . . . . . . . . . . . . . .84

19.3 Georgia Power's Agent. . . . . . . . . . . . . . . . . . . . . . .86
19.4 Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . .86
19.5 No Partnership.. . . . . . . . . . . . . . . . . . . . . . . . . .86
19.6 Successors and Assigns.. . . . . . . . . . . . . . . . . . . . . .87
19.7 No Third Party Benefit.. . . . . . . . . . . . . . . . . . . . . .87
19.8 No Consequential Damages.. . . . . . . . . . . . . . . . . . . . .87
19.9 No Affiliate Liability.. . . . . . . . . . . . . . . . . . . . . .87
19.10 Disclaimers of Warranty.. . . . . . . . . . . . . . . . . . . . .88
19.11 Supply Constancy. . . . . . . . . . . . . . . . . . . . . . . . .89
19.12 Time of Essence; No Waiver. . . . . . . . . . . . . . . . . . . .89
19.13 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . .89
19.14 Superseding Effect. . . . . . . . . . . . . . . . . . . . . . . .90
19.15 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .90
19.16 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . .91
19.17 Article and Section Headings. . . . . . . . . . . . . . . . . . .91
19.18 Including.. . . . . . . . . . . . . . . . . . . . . . . . . . . .91
19.19 Governing Law.. . . . . . . . . . . . . . . . . . . . . . . . . .91
19.20 Section 206 Rights. . . . . . . . . . . . . . . . . . . . . . . .91

List of Exhibits

Exhibit A
Member Systems
Oglethorpe Power Corporation
Georgia Transmission Corporation
Georgia System Operations Corporation

Exhibit B
Commitment Cost Rate

Exhibit C
Regulation Energy Variance Rates

Exhibit D
Regulation and Spinning Reserve Requirements Rates

Exhibit E
Supplemental Reserve Requirements Rates

Exhibit F
Short Term Control Area Services Rates

REVISED AND RESTATED
COORDINATION SERVICES AGREEMENT

This REVISED AND RESTATED COORDINATION SERVICES AGREEMENT (the
"Agreement") is entered into as of this 10th day of September, 1997, between
and among GEORGIA POWER COMPANY, a corporation organized and existing under
the laws of the State of Georgia ("Georgia Power"), OGLETHORPE POWER
CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), organized and existing
under the laws of the state of Georgia ("Oglethorpe Power" or "OPC"), and
GEORGIA SYSTEM OPERATIONS CORPORATION, a non-profit corporation organized and
existing under the laws of the state of Georgia ("GSOC").

RECITALS

WHEREAS, Georgia Power currently provides certain control area
services, scheduling services and other services to Oglethorpe Power pursuant
to that certain Coordination Services Agreement ("CSA") dated November 12,
1990; and provides a fixed quantity of capacity to Oglethorpe Power pursuant
to that certain Block Power Sale Agreement ("BPSA") dated November 12, 1990,
both of which are presently on file with the Federal Energy Regulatory
Commission ("FERC");

WHEREAS, Oglethorpe Power has implemented a restructuring plan
whereby the prior operations of Oglethorpe Power have been divided into three
specialized companies: a generation company (which retains the name of
Oglethorpe Power or OPC), a transmission company, Georgia Transmission
Corporation ("GTC"), and a system operating company, GSOC, which provides
system operations functions for the generation and transmission resources of
Oglethorpe Power, the Georgia Transmission Corporation and the members of
Oglethorpe Power;

WHEREAS, Georgia Power, Oglethorpe Power and GSOC have entered into
a "Memorandum of Understanding For a Revised and Restated Coordination
Services Agreement" dated March 6, 1997, which reflects the Parties' desire
to establish a new service relationship that comports with and accommodates
Oglethorpe Power's restructuring plan by, among other things, (1) revising
the provisions of the CSA relating to the scheduling of resources and the
provision of control area services and (2) recognizing the relationship among
Oglethorpe Power, GTC, GSOC and Georgia Power as regards the services
provided under this Agreement;

WHEREAS, Georgia Power, Oglethorpe Power and GSOC desire to
implement their new service relationship by entering into this Agreement,
which, upon its effectiveness, shall supersede the CSA in its entirety.

NOW, THEREFORE, for and in consideration of the premises and the
mutual undertakings herein contained and for other good and valuable
consideration, the terms and sufficiency of which are hereby acknowledged,
Georgia Power, Oglethorpe Power and GSOC hereby agree as follows:

ARTICLE I

RELATIONSHIP OF THE PARTIES

(a) The Parties agree that all actions undertaken or representations
made by GSOC or any of its Affiliates in connection with or related to this
Agreement shall be as agent for Oglethorpe Power, and that Oglethorpe Power,
as principal, shall be fully liable for any acts, failures to act,
representations or omissions of GSOC or any of its Affiliates which in any
way harm Georgia Power or Georgia Power's Affiliates. Any references in this
Agreement to (i) facilities owned or controlled by Oglethorpe Power, (ii)
transactions undertaken by Oglethorpe Power, (iii) the performance of

Oglethorpe Power, or (iv) loads of Oglethorpe Power shall include, as
appropriate, the facilities, transactions, performance and/or loads of one or
more of GTC, GSOC or the EMCs.

(b) The Parties agree that all actions undertaken or representations
made by Southern Company Services, Inc. ("SCS") or any of its Affiliates in
connection with or related to this Agreement shall be as agent for Georgia
Power, and that Georgia Power, as principal, shall be fully liable for any
acts, failures to act, representations or omissions of SCS or any of its
Affiliates which in any way harm Oglethorpe Power or Oglethorpe Power's
Affiliates.

ARTICLE II
DEFINITIONS

In addition to the initially capitalized terms and phrases defined in
the preamble of this Agreement, the following initially capitalized terms and
phrases as and when used in this Agreement shall have the respective meanings
set forth below.

(1) "Actual Hourly Facility Generation" - means the amount of energy, in
megawatt hours (MWH), net of station service energy, which is
actually generated during any one Hour by the generation facility
associated with the Pseudo CT Resource and delivered to ▇▇▇▇▇ ▇-▇, as
adjusted for losses using Level A to B-1 Loss Factors, as
appropriate. During periods in which the amount determined pursuant
to the previous sentence is negative, the Actual Hourly Facility
Generation associated with such Pseudo CT Resource shall nevertheless
be deemed to be zero megawatt hours (MWH).

(2) "Actual Hourly OPC Resources Utilization" - for a given Hour of the
Term, means the sum, in megawatt hours (MWH), of the Actual Hourly
Resource Utilization during such Hour of each of the OPC Resources.

(3) "Actual Hourly Resource Utilization" - of a given OPC Resource during
a given Hour of the Term, means the amount of energy, in
megawatt-hours (MWH), that Oglethorpe Power is deemed to have utilized
during such Hour from such OPC Resource, as such amount of energy is
determined pursuant to Articles IV, V, VI, VII, VIII and X and
adjusted for losses to ▇▇▇▇▇ ▇-▇ as appropriate.

(4) "Affiliate" - of any specified corporation, means any other entity
directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified corporation. For purposes
of this definition, "control" when used with respect to any entity
means the power to direct the management and policies of such entity,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. "Affiliates"
- of any specified corporation means, collectively, more than one (1)
Affiliate of the specified corporation. For purposes of this
Agreement, Oglethorpe Power, GSOC, GTC and the EMCs (and any
successors thereto) shall be deemed Affiliates.

(5) "Available Capability" - means the level of maximum possible output at
that time associated with a resource that is not unavailable due to
outages or deratings (as defined by NERC), or transmission constraints
(as defined by NERC).

(6) "Available Capability Schedule" - means the list of hourly Pseudo CT
Resource Available Capability provided to Oglethorpe Power by Georgia
Power pursuant to Article X of this Agreement.

(7) "Block Power Sale Agreement" or "BPSA" - means that certain Block
Power Sale Agreement between Georgia Power and Oglethorpe Power dated
as of November 12, 1990.

(8) "Block Resource" - means the generation capability associated with any
one (1) of the Component Blocks, as defined in the BPSA. "Block
Resources" - means, collectively, more than one Block Resource.

(9) "Control Area Services" - means those services which are necessary (a)
to effectuate energy deliveries under this Agreement and (b) to
maintain the integrity of the ITS and the Southern Control Area
pursuant to this Agreement. Control Area Services shall include the
following for purposes of this Agreement:

a. Scheduling, System Control and Dispatch Service

b. Reactive Supply and Voltage Control From Generation Sources
Service

c. Regulation and Frequency Response Service

d. Operating Reserve - Spinning Reserve Service

e. Operating Reserve - Supplemental Reserve Service.

(10) "Day" - means a calendar day, commencing at one (1) minute prior to
12:01 a.m. (Birmingham, Alabama prevailing time) of each such calendar
day and ending at one (1) minute after 11:59 p.m. (Birmingham, Alabama
prevailing time) of such calendar day.

(11) "Delivery Point" - means any point on Oglethorpe Power's system at
which Oglethorpe Power takes energy off of the ITS, directly or
indirectly, as contemplated by virtue of Oglethorpe Power's and its
Affiliates' ownership of a portion of the ITS

pursuant to the provisions of the Revised ITSA. "Delivery Points" -
means, collectively, more than one (1) Delivery Point.

(12) "Dynamic Scheduling" or "Dynamically Scheduled" - with respect to this
Agreement, means that Oglethorpe Power has the contractual right to
provide a Dynamic Schedule (as defined by NERC's "Terms Used in the
Policies") for an OPC-Controllable-ITS Resource or an OPC
Non-Territorial Load, where (i) such resource or load is physically
located in a control area immediately adjacent to the ITS, or (ii)
such resource is located within the ITS but is operated by a person or
entity engaged in the selling of wholesale power to persons or
entities other than Oglethorpe Power; provided, however, that such
Dynamic Scheduling must be performed in accordance with appropriate
industry standards and procedures and Oglethorpe Power must pay all
reasonable costs associated with such Dynamic Scheduling.

(13) "Effective Date" - has the meaning given in Section 18.1 of this
Agreement.

(14) "Electric Membership Corporations" or "EMCs" - means any one or more
of those electric membership corporations, identified in Exhibit "A"
attached hereto and incorporated herein by this reference (for so long
as and to the extent that such EMC or its successor remains a member
of Oglethorpe Power); "Electric Membership Corporation" or "EMC" -
means any one of the Electric Membership Corporations.

(15) "Energy Imbalance Service" - means the service rendered to Oglethorpe
Power by Georgia Power which matches Actual Hourly OPC Resources
Utilization and OPC Total Load Requirements on an hourly basis and
provides any necessary back-up power to Oglethorpe Power to maintain
such balance. Energy Imbalance Service

shall incorporate a Back-Up Capacity Charge, (Section 12.3), a
Commitment Cost (Section 12.4), a Credit for Hourly Surplus Energy
(Section 12.5), and a Payment for Hourly Deficit Energy (Section
12.6).

(16) "Federal Power Act" - means the Federal Power Act, 16 U.S.C.A Sections
791a-828c (West 1985 & Supp. 1990), as the same may hereafter be
amended from time to time.

(17) "FERC" - means the Federal Energy Regulatory Commission or any
governmental authority succeeding to the powers and functions thereof
under the Federal Power Act.

(18) "Hour" - means one (1) of the twenty-four (24) clock hours of a Day.
"Hourly" - has a meaning correlative to that of Hour.

(19) "IIC" - means that certain document, The Southern Company System
Intercompany Interchange Contract dated October 31, 1988, among
Georgia Power and certain of its Affiliates, accepted in FERC Docket
No. ER89-48-000, as the same has been and may hereafter be amended, or
any successor contract among Georgia Power and its Affiliates for
coordinated operations.

(20) "Interest Rate" - means the rate per annum equal to the lesser of:

(i) the highest interest rate allowed by law, in accordance with
O.C.G.A. Section 7-4-2(a)(1) (Supp. 1989); or

(ii) two (2) percent plus the prime rate, as stated in the Wall
Street Journal on the date payment is due.

(21) "ITS" - means the "Integrated Transmission System" as such term is
defined in the Revised ITSA.

(22) "Joint Committee" - means the Joint Committee for Planning and
Operations established under that certain Joint Committee Agreement
among Georgia Power, Oglethorpe Electric Membership Corporation
(Oglethorpe Power's predecessor) and certain other entities, dated as
of August 27, 1976, as amended.

(23) "Joint-Owned Facility" - means any one (1) of the following generation
facilities, each of which is jointly owned by Oglethorpe Power,
Georgia Power and in some cases certain other entities pursuant to the
respective Joint Ownership Agreements associated therewith: Plant
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Unit No. 1, Plant ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Unit No. 2,
Plant ▇▇▇ ▇▇▇▇▇▇▇ Unit No. 1, Plant ▇▇▇ ▇▇▇▇▇▇▇ Unit No. 2, Plant ▇▇▇
▇▇▇▇▇▇▇ Unit No. 5A (combustion turbine), Rocky Mountain Pumped
Storage Hydroelectric Generation Facility ("Rocky Mountain"), ▇▇▇▇▇ ▇.
▇▇▇▇▇ Nuclear Plant Unit No. 1, ▇▇▇▇▇ ▇. ▇▇▇▇▇ Nuclear Plant Unit No.
2, Plant ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Unit No. 1 and Plant ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Unit No.
2. "Joint-Owned Facilities" - means, collectively, more than one (1)
Joint-Owned Facility.

(24) "Joint Ownership Agreements" - associated with a given Joint-Owned
Facility, means the following contracts, as they may be amended from
time to time:

(i) in the case of the Rocky Mountain Pumped Storage Hydroelectric
Generation Facility, that certain Rocky Mountain Pumped Storage
Hydroelectric Project Ownership Participation Agreement dated as
of November 18, 1988; that certain Rocky Mountain Pumped Storage
Hydroelectric Project Operating Agreement dated as of
November 18, 1988; and that certain Rocky Mountain Pumped Storage
Hydroelectric Plant Coordination Procedures Agreement dated as of
May 31, 1995;

(ii) in the case of the Nuclear Resource associated with ▇▇▇▇▇ ▇.
▇▇▇▇▇ Nuclear Plant Unit Nos. 1 and 2, that certain ▇▇▇▇▇ ▇.
▇▇▇▇▇ Nuclear Plant Purchase and Ownership Participation
Agreement dated as of January 6, 1975 and that certain ▇▇▇▇▇
▇. ▇▇▇▇▇ Nuclear Plant Operating Agreement dated as of January
6, 1975;

(iii) in the case of the Nuclear Resource associated with Plant
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Unit Nos. 1 and 2, that Plant ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Unit Numbers 1 and 2 Purchase and Ownership Participation
Agreement dated as of August 27, 1976 and that certain Plant
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Unit Numbers 1 and 2 Operating Agreement dated
as of August 27, 1976;

(iv) in the case of Plant ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Unit Nos.1 and 2, that
certain Plant ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Units Number 1 and 2 Purchase and
Ownership Participation Agreement dated as of May 15, 1980 and
that certain Plant ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Units Number 1 and 2
Operating Agreement dated as of May 15, 1980;

(v) in the case of Plant ▇▇▇ ▇▇▇▇▇▇▇ Unit Nos. 1 and 2, that certain
Plant ▇▇▇ ▇▇▇▇▇▇▇ Purchase and Ownership Participation Agreement
dated as of March 26, 1976 and that certain Plant ▇▇▇ ▇▇▇▇▇▇▇
Operating Agreement dated as of March 26, 1976; and

(vi) in the case of Plant ▇▇▇ ▇▇▇▇▇▇▇ Unit No. 5A (and the associated
Pseudo CT Resource), that certain Plant ▇▇▇ ▇▇▇▇▇▇▇ Combustion
Turbine Agreement dated as of August 2, 1982, as amended by that
certain letter from A.W.

▇▇▇▇▇▇▇▇ of Georgia Power to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of Oglethorpe Power
dated October 20, 1982.

(25) "Level A - means the generator voltage side of each step-up or
station service transformer of each generation facility of Georgia
Power or other entity that supplies power directly into the ITS.

(26) "Level A to B-1 Loss Factors" - means factors intended to reflect
energy loss from Level A to ▇▇▇▇▇ ▇-▇ for generation, as adopted by
the Joint Committee.

(27) "Level A to B-2 Loss Factors" - means factors intended to reflect
energy loss from Level A to ▇▇▇▇▇ ▇-▇ for station service, as adopted
by the Joint Committee.

(28) "Level B-1" - means the transmission voltage side of each step-up
transformer of each generation facility of Georgia Power or other
entity that supplies power directly into the ITS, or any points of
interconnection where power flows into the ITS.

(29) "Level B-1 to B-2 Loss Factors" - means factors intended to reflect
energy loss from ▇▇▇▇▇ ▇-▇ ▇▇ ▇▇▇▇▇ ▇-▇, as adopted by the Joint
Committee.

(30) "Level B-2" - means the transmission facilities included in the ITS
which operate at 115 kV or above or any points of interconnection
where power flows out of the ITS, including, but not limited to,
station service.

(31) "Level D" - means the distribution voltage side of the meter points
where power flows out of the ITS.

(32) "Level D to B-1 Loss Factors" - means factors intended to reflect
energy loss from Level D to ▇▇▇▇▇ ▇-▇, as adopted by the Joint
Committee.

(33) "Marginal Replacement Fuel Cost" - means the fuel cost, in dollars per
millions of British Thermal Units (MMBTU), including the value of SO2
allowances, for the

Pseudo CT Resource, as determined in accordance with the IIC marginal
fuel cost procedures filed with FERC (as such procedures may be
amended from time to time), which is used for Southern Dispatch.
Georgia Power shall use reasonable best efforts to make available to
Oglethorpe Power the Marginal Replacement Fuel Cost on or before three
(3) Days prior to the Day on which such cost will take effect.

(34) "Maximum Utilization Level" - means the maximum level of allowed
resource Utilization of the Pseudo CT Resource by Oglethorpe Power
during an Hour, as reasonably determined by Georgia Power in
accordance with Prudent Utility Practice, which shall represent as
closely as possible the actual maximum operating limitation on the
generation facility associated with such Pseudo CT Resource at that
time.

(35) "Month" - means a calendar month, commencing at one (1) minute prior
to 12:01 a.m. (Birmingham, Alabama prevailing time) on one of
January 1, February 1, March 1, April 1, May 1, June 1, July 1, August
1, September 1, October 1, November 1 or December 1 and ending at one
(1) minute after 11:59 p.m. (Birmingham, Alabama prevailing time) of
the succeeding January 31, February 28 or 29, March 31, April 30, May
31, June 30, July 31, August 31, September 30, October 31, November 30
or December 31. "Monthly" - has a meaning correlative to that of
Month.

(36) "Monthly CSA Administration Fee" - for a given Month of the Term,
means the fee, in dollars per Month ($/Mo), equal to the summation of
all costs incurred by Georgia Power or its agent during the previous
Month which are reimbursable by Oglethorpe Power under Section 16.2.

(37) "Monthly CSA Implementation Fee" - for a given Month of the Term,
means the fee, in dollars per Month ($/Mo), equal to the summation of
all costs incurred by Georgia Power or its agent during the previous
Month which are reimbursable by Oglethorpe Power under Section 16.1.

(38) "NERC" - means the North American Electric Reliability Council,
including the regional organization(s) to which the Parties belong,
and any successor organization.

(39) "Non-Territorial Control Area Services" - means Control Area Services
associated with OPC Non-Territorial Load, as determined pursuant to
Article XIV.

(40) "Nuclear Resource" - means the generation capability associated with
Oglethorpe Power's ownership in any one (1) of the following
Joint-Owned Facilities: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Nuclear Plant Unit No. 1,
▇▇▇▇▇ ▇. ▇▇▇▇▇ Nuclear Plant Unit No. 2, Plant ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Unit
No. 1 and Plant ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Unit No. 2. "Nuclear Resources" -
means, collectively, more than one (1) Nuclear Resource.

(41) "OPC-Controllable-ITS Resource" - from time to time during the Term,
means the generation capability associated with Oglethorpe Power's or
the EMCs' entitlement to any generation facility or other resource
that has all of the following characteristics at such time:

(i) Oglethorpe Power's or the EMCs' entitlement to the generation
facility or other resource is not being operated in Southern
Dispatch;

(ii) the generation facility or other resource (a) is directly
connected to the ITS or is Dynamically Scheduled, or (b) is
connected to a distribution system which is directly connected
to the ITS; provided, however, that such facility(ies) has a
capability of one (1) megawatt or greater through a single

meter; and provided further that the Delivery Point meter
readings for such distribution system are adjusted to add back
any energy produced by such facility(ies), if appropriate, and
that all such Actual Hourly Resource Utilization and Available
Capability values are adjusted by appropriate distribution
loss factors prior to adjustment by the loss factors defined
in this Agreement;

(iii) the generation facility or other resource is within the
Southern Control Area; and

(iv) the generation facility or other resource is not associated
with one of the following types of OPC Resources: a Block
Resource, a SEPA Resource, a Nuclear Resource, an OPC
Off-System Resource or the Pseudo CT Resource.

"OPC-Controllable-ITS Resources" - means, collectively, more
than one (1) OPC-Controllable-ITS Resource.

(42) "OPC Non-Territorial Load" - means the hourly sum of Oglethorpe
Power's and the EMCs' sales to another person or entity, excluding OPC
Territorial Load, adjusted for losses using ▇▇▇▇▇ ▇-▇ to B-2 Loss
Factors or Level D to B-1 Loss Factors, as appropriate.

(43) "OPC Off-System Resource" - means any OPC Off-System Transaction
associated with the purchase of energy by Oglethorpe Power or the
EMCs. "OPC Off-System Resources" - means, collectively, more than one
(1) OPC Off-System Resource.

(44) "OPC Off-System Transaction" - means (a) any sales transaction, which
serves OPC Non-Territorial Load, between Oglethorpe Power or its
Affiliate and another person or entity, where such other person or
entity (i) is engaged in the selling of

wholesale power, (ii) is not directly connected to the ITS, or (iii)
is outside the Southern Control Area; provided, however, that any sale
that is Dynamically Scheduled from a single OPC Resource or any sale
that is Dynamically Scheduled to serve the load of an entity which is
not engaged in selling wholesale power shall not be an OPC Off-System
Transaction; (b) any purchase transaction between Oglethorpe Power or
its Affiliate and another person or entity, where such other person or
entity (i) is engaged in the selling of wholesale power to person(s)
or entity(ies) other than Oglethorpe Power, (ii) is not directly
connected to the ITS, or (iii) is outside the Southern Control Area;
provided, however, that any purchase that is Dynamically Scheduled
from a single generation facility shall not be an OPC Off-System
Transaction; or (c) any transaction by which GTC provides or causes or
allows to be provided transmission service into, out of or across the
ITS. "OPC Off-System Transactions" means, collectively, more than one
(1) OPC Off-System Transaction. All OPC Off-System Transactions
shall be adjusted for losses using Level A to B-1 Loss Factors and/or
▇▇▇▇▇ ▇-▇ to B-2 Loss factors, as appropriate.

(45) "OPC Operational Deficiency" - from time to time during the Term,
means the negative amount, if any, computed by Georgia Power pursuant
to and in accordance with Section 13.3.

(46) "OPC Resource" - means any one (1) of the following resources: the
OPC-Controllable-ITS Resources, the Block Resources, the SEPA
Resources, the Nuclear Resources, the OPC Off-System Resources and the
Pseudo CT Resource. "OPC Resources" - means, collectively, more than
one (1) OPC Resource.

(47) "OPC Territorial Load" - means the hourly sum of the Delivery Point
loads associated with the retail loads of each EMC of Oglethorpe Power
(for so long as and to the extent that such EMC or its successor
remains a member of Oglethorpe Power), adjusted for losses using Level
D to B-1 Loss Factors, as appropriate; any requirements associated
with any (company-use) facilities directly served by Oglethorpe Power,
adjusted for losses using Level D to B-1 Loss Factors, as appropriate;
any net station service requirement associated with an OPC Resource,
adjusted for losses using Level A to B-2 Loss Factors and ▇▇▇▇▇ ▇-▇ to
B-2 Loss Factors, as appropriate; and any pumping or motoring energy
associated with Oglethorpe Power's ownership interest in Rocky
Mountain, adjusted for losses using Level A to B-2 Loss Factors and
▇▇▇▇▇ ▇-▇ to B-2 Loss Factors, as appropriate.

(48) "OPC Total Load Requirements" - means the sum of OPC Territorial Load
and OPC Non-Territorial Load.

(49) "Open Access Transmission Tariff of Southern Companies" - means the
Open Access Transmission Tariff filed with the FERC by Southern
Companies in Docket No. OA96-27-000, as accepted by the FERC and as
revised or amended from time to time at the direction of or under the
authority of the FERC. To the extent Oglethorpe Power is subject to
rates under the Open Access Transmission Tariff of Southern Companies
pursuant to the terms of this Agreement, such rates shall be subject
to adjustment (refund with interest, or surcharge with interest)
consistent with any changes to such rates required by final FERC order
in Docket No. OA96-27-000 or any subsequent rate proceeding under the
Federal Power Act.

(50) "Party" - means Georgia Power, Oglethorpe Power or GSOC. "Parties"
means any two or more of Georgia Power, Oglethorpe Power and GSOC.

(51) "Peaking Block Resource" - means the generation capability associated
with any one (1) of the "Component Peaking Blocks" (as such term is
defined in the Block Power Sale Agreement). "Peaking Block Resources"
- means, collectively, more than one (1) Peaking Block Resource. Each
Peaking Block Resource is a Block Resource.

(52) "Prudent Utility Practice" - means, at a particular time, any of the
practices, methods and acts engaged in or approved by a significant
portion of the electric utility industry prior to such time, or any of
the practices, methods and acts which, in the exercise of reasonable
judgment in light of the facts known at the time the decision was
made, could have been expected to accomplish the desired results at
the lowest reasonable cost consistent with good business practices,
reliability, safety and expedition. Prudent Utility Practice is not
intended to be limited to the optimum practice, method or act to the
exclusion of all others, but rather to be a spectrum of possible
practices, methods or acts expected to accomplish the desired results,
having due regard for, among other things, manufacturers' warranties
and the requirements of governmental authorities of competent
jurisdiction and the requirements of this Agreement.

(53) "Pseudo CT Resource" - means the generation capability associated with
Oglethorpe Power's ownership in the following Joint-Owned Facility:
Plant ▇▇▇ ▇▇▇▇▇▇▇ Unit No. 5A (combustion turbine).

(54) "Pseudo CT Resource Heat Rate" - means the value shown for station
economy (expressed in MMBTU/MWH) for ▇▇▇▇▇▇▇ Unit No. 5A, as shown on
the then-

current IIC Informational Schedule No. 2 or successor thereto,
adjusted for losses using the appropriate Level A to B-1 Loss Factor.

(55) "Pseudo Energy" - means the integrated hourly difference between (i)
the Actual Hourly Resource Utilization of the Pseudo CT Resource in
megawatt hours (MWH), less (ii) the Actual Hourly Facility Generation
allocated to Oglethorpe Power from the Pseudo CT Resource in megawatt
hours (MWH), as determined under the Joint Ownership Agreement
governing the Pseudo CT Resource.

(56) "Pseudo Energy Purchase" - means, if the Pseudo Energy is negative in
an Hour, Georgia Power shall be deemed to have made an energy purchase
from Oglethorpe Power equal to the absolute value of the amount of
such Pseudo Energy, which purchase shall be subject to the provisions
of Section 10.6.

(57) "Pseudo Energy Sale" - means, if the Pseudo Energy is positive in an
Hour, Georgia Power shall be deemed to have made an energy sale to
Oglethorpe Power equal to the amount of such Pseudo Energy, which sale
shall be subject to the provisions of Section 10.6.

(58) "Pseudo Schedule[ing] and Dispatch" - means the hourly scheduling and
dispatch of the Pseudo CT Resource by Oglethorpe Power by and through
Georgia Power in accordance with Article X.

(59) "Quarter Hour" - means any one of the 15 minute increments starting on
each Hour, at 15 minutes past each Hour, at 30 minutes past each Hour,
and at 45 minutes past each Hour.

(60) "Real-Time" - when used as an adjective or adverb, means on as near an
instantaneous basis as possible.

(61) "Revised ITSA" - means that certain Revised and Restated Integrated
Transmission System Agreement between Georgia Power and Oglethorpe
Power dated as of November 12, 1990, and each of the similar
agreements between Georgia Power and the Municipal Electric Authority
of Georgia and between Georgia Power and the City of Dalton, Georgia,
as amended.

(62) "SEPA" - means the Southeastern Power Administration.

(63) "SEPA Resource" - from time to time during the Term, means the
generation capability associated with Oglethorpe Power's and the EMCs'
entitlement to the output of the hydroelectric generation facilities
that make up any one (1) SEPA project. "SEPA Resources" - means,
collectively, more than one (1) SEPA Resource (or if Oglethorpe Power
is scheduling with SEPA as a single resource, pursuant to Section 6.1,
at a given time during the Term, then at such time it means that one
(1) OPC Resource).

(64) "SERC" - means the Southeastern Electric Reliability Council, a
regional organization within NERC.

(65) "Southern Companies" - means, collectively, the operating company
affiliates of Southern Company, including Alabama Power Company,
Georgia Power Company, Gulf Power Company, Mississippi Power Company,
and Savannah Electric and Power Company.

(66) "Southern Control Area" - means the electric service area encompassed
by the tie lines, including, but not limited to, the pseudo tie lines
(as defined by NERC's "Terms Used in the Policies"), between the
Southern Companies and other utilities.

(67) "Southern Dispatch" - means the ability of Southern Company Services,
Inc. (or other Affiliate of Georgia Power) to schedule and control,
directly or indirectly, manually or automatically, the output of a
generation facility in the Southern Control Area in order to increase
or decrease the electricity delivered from such generation facility
into the electric system with which it is interconnected.

(68) "Southern Sub-Region" - means the sub-region of the Southeastern
Electric Reliability Council, including the Southern Control Area, the
control area of the Alabama Electric Cooperative, Inc., the control
area of South Mississippi Electric Power Association, and the control
areas of SEPA.

(69) "Steam Block Resource" - means the generation capability associated
with any one (1) of the "Component Steam Blocks" (as such term is
defined in the Block Power Sale Agreement). "Steam Block Resources"
-means, collectively, more than one (1) Steam Block Resource. Each
Steam Block Resource is a Block Resource.

(70) "System Marginal Cost" - means the incremental energy cost of Southern
Dispatch after serving all sales obligations, which costs shall
include fuel expense, variable operating and maintenance expense, fuel
handling expense, emissions allowance value, and other appropriate
energy-related costs, including, but not limited to, energy purchases,
as permitted by the IIC and as determined in the Hour immediately
prior to the applicable Hour.

(71) "Term" - means the initial term of this Agreement specified in Section
18.1, as such initial or any additional term may be extended for
additional term(s) from time to time pursuant to Section 18.2.

(72) "Territorial Control Area Services" - means Control Area Services
associated with OPC Territorial Load, as determined pursuant to
Article XI.

(73) "Territorial Marginal Cost" - means the incremental energy cost of
Southern Dispatch after serving all Southern Control Area obligations
but prior to serving any sales outside the Southern Control Area,
which costs shall include fuel expense, variable operating and
maintenance expense, fuel handling expense, emissions allowance value,
and other appropriate energy-related costs, including, but not limited
to, energy purchases, as permitted by the IIC and as determined in the
Hour immediately prior to the applicable Hour.

(74) "Umbrella Agreement" - means that certain ITSA, Power Sale and
Coordination Umbrella Agreement entered into between Georgia Power and
Oglethorpe Power as of November 12, 1990. Upon its effectiveness,
this Agreement shall be considered a "Packaged Document," as defined
in the Umbrella Agreement.

(75) "Utilization" - means the energy scheduled by Oglethorpe Power from
the Pseudo CT Resource in an Hour, including the effect of changes
submitted from time to time by Oglethorpe Power or deemed to be
scheduled by Oglethorpe Power, all as determined under Article X, as
delivered at Level B-1.

(76) "Week" - means each period of seven (7) Days, commencing at one (1)
minute prior to 12:01 a.m. (Birmingham, Alabama prevailing time) of
each Monday and ending at one (1) minute after 11:59 p.m. (Birmingham,
Alabama prevailing time) of each succeeding Sunday.

(77) "Year" - means a calendar year, commencing at one (1) minute prior to
12:01 a.m. (Birmingham, Alabama prevailing time) of each January 1 and
ending at one (1)

minute after 11:59 p.m. (Birmingham, Alabama prevailing time) of each
succeeding December 31. "Yearly" - has a meaning correlative to that
of Year.

ARTICLE III

OPERATING OBLIGATIONS OF THE PARTIES

3.1 Basic Operation and Maintenance Obligations. Oglethorpe Power and
Georgia Power will each maintain sufficient generating capacity resources,
including reserves to supply its own and its customers' requirements at all
times in the future. Further, Oglethorpe Power and Georgia Power agree to
operate and maintain their systems in accordance with the North American
Electric Reliability Council Operating Manual (including the NERC-OC Reliability
Criteria for Interconnected Systems Operation and the NERC-OC Operating Guides)
and SERC Guidelines (collectively, "NERC Guidelines"), as the same may be
revised from time to time.

3.2 Obligations Under Future Standards. (a) If NERC or FERC issues
rules, standards or guidelines affecting or otherwise relevant to the Control
Area Services offered under this Agreement, Georgia Power and Oglethorpe
Power agree to revise or amend the sections of this Agreement pertaining to
Control Area Services if and as appropriate in order to comport therewith.
To that end, the Parties agree to use their reasonable best efforts to
develop mutually acceptable, specific performance criteria by which to
determine, on an objective basis, when such rules, standards or guidelines
are violated, such criteria to be incorporated into this Agreement; provided,
however, that if Georgia Power reasonably believes that the Parties will fail
to reach an agreement on such criteria prior to the end of ninety (90) Days,
Georgia Power may, at any time during such negotiations, unilaterally develop
and file any changes or revisions to this Agreement that it believes are
appropriate and warranted by such rules, standards or guidelines (which
filing shall include specific performance criteria by which to determine, on
an objective basis, when such rules,

standards or guidelines are violated), to be effective ninety (90) Days
after Georgia Power provides written notice to Oglethorpe Power of the
issuance of the rules, standards or guidelines which it believes are
applicable to the Agreement. Oglethorpe Power shall have the right to
challenge Georgia Power's proposed changes in accordance with FERC
regulations and shall have the right to request that the FERC approve
alternative revisions pursuant to FERC regulations. Upon such filing by
Georgia Power or Oglethorpe Power, any Party shall have the right to
terminate this Agreement upon ninety (90) Days prior written notice to the
other Parties, provided, however, that such notice must be given within 15
Days after a final FERC order on such filing.

(b) Upon notice of termination under Section 3.2(a), the Parties agree to
use their reasonable best efforts to negotiate a mutually acceptable successor
arrangement to this Agreement (to the extent necessary to recognize and
accommodate the interrelated nature of the Parties' transmission systems and
control area functions within the state of Georgia); provided, however, that, at
any time during such negotiations, Georgia Power may file at the FERC a notice
of termination, effective no earlier than 90 Days following the above notice,
and a proposed successor arrangement with Oglethorpe Power if Georgia Power
reasonably believes that the Parties will fail to reach an agreement on a
successor arrangement prior to the end of ninety (90) Days. Oglethorpe Power
shall have the right to challenge Georgia Power's proposed successor arrangement
in accordance with FERC regulations, shall have the right to request, pursuant
to FERC regulations, that the FERC accept an alternative arrangement between
Georgia Power and Oglethorpe Power, and shall have the right to enter into a
separate arrangement with any other party. However, any election by Oglethorpe
Power to enter into an arrangement with a third party shall not affect Georgia
Power's right to file a proposed successor agreement with Oglethorpe Power which
Georgia Power believes is necessary or appropriate in recognition of and to
accommodate the interrelated nature of the

Parties' transmission systems and control area functions within the state of
Georgia. At the end of ninety (90) Days following any Party's notice of
termination to the other Parties, if the FERC has not issued a final order (a)
establishing the terms and conditions of a successor arrangement between Georgia
Power and Oglethorpe Power or (b) determining that a successor arrangement
between Georgia Power and Oglethorpe Power is not necessary or appropriate,
Oglethorpe Power shall, until such final order is issued, (i) purchase Control
Area Services, with the exception of Reactive Supply and Voltage Control From
Generation Sources Service, from Georgia Power or its agent at the standard
rates then in effect under the Open Access Transmission Tariff of Southern
Companies; (ii) continue to purchase Energy Imbalance Service (including Back-Up
Capacity) in accordance with Article XII of this Agreement; and (iii) continue
to self-supply or purchase Reactive Supply and Voltage Control From Generation
Sources Service under this Agreement in accordance with Section 11.3. In
addition, Oglethorpe Power shall continue to Pseudo Schedule and Dispatch the
Pseudo CT Resource in accordance with Article X of this Agreement until such
final order is issued. Any amounts collected from Oglethorpe Power under this
Section 3.2(b) shall be subject to adjustment in accordance with the terms of a
final FERC order accepting Georgia Power's notice of termination and either (i)
establishing the terms and conditions of a successor arrangement between Georgia
Power and Oglethorpe Power or (ii) determining that a successor arrangement
between Georgia Power and Oglethorpe Power is not necessary or appropriate. For
purposes of this Article, a "final order" shall mean a FERC order which is no
longer subject to rehearing under the FERC's Rules of Practice and Procedure.

(c) If the FERC accepts the changes or revisions to this Agreement
pursuant to Section 3.2(a), and thereafter Georgia Power reasonably determines,
in accordance with Prudent Utility Practice, that Oglethorpe Power has failed to
comply with the same, Georgia Power may terminate

this Agreement upon ninety (90) Days prior written notice to Oglethorpe Power;
provided, however, that the Parties shall, during such 90-day period prior to
termination, review both the data relied on to support such notice of
termination as well as Oglethorpe Power's performance, and Georgia Power shall
rescind such notice if it reasonably determines that the data is in error such
that Oglethorpe Power did not fail to adequately meet the specified criteria, or
if Georgia Power determines, in its sole discretion, that Oglethorpe Power has
adequately remedied its failure to comply with the specified criteria in
accordance with Prudent Utility Practice. Upon notice of termination, the
Parties agree to use their reasonable best efforts to negotiate a mutually
acceptable successor arrangement to this Agreement (to the extent necessary to
recognize and accommodate the interrelated nature of the Parties' transmission
systems and control area functions within the state of Georgia); provided,
however, that at any time during such negotiations, Georgia Power may file at
the FERC a notice of termination, effective no earlier than 90 Days following
the above notice, and a proposed successor arrangement with Oglethorpe Power if
Georgia Power reasonably believes that the Parties will fail to reach an
agreement on a successor arrangement prior to the end of ninety (90) Days.
Oglethorpe Power shall have no right to challenge Georgia Power's right to seek
termination under this Section 3.2(c). However, Oglethorpe Power (1) shall have
the right to challenge (i) the validity of the data relied on by Georgia Power
to support its notice of termination or (ii) the terms and conditions of Georgia
Power's proposed successor arrangement in accordance with FERC regulations, (2)
shall have the right to request, pursuant to FERC regulations, that the FERC
accept an alternative arrangement between Georgia Power and Oglethorpe Power,
and (3) shall have the right to enter into a separate arrangement with any other
party. However, any election by Oglethorpe Power to enter into an arrangement
with a third party shall not affect Georgia Power's right to file a proposed
successor agreement with Oglethorpe Power which Georgia Power believes

is necessary or appropriate in recognition of and to accommodate the
interrelated nature of the Parties' transmission systems and control area
functions within the state of Georgia. At the end of ninety (90) Days following
Georgia Power's notice of termination to Oglethorpe Power under this Section
3.2(c), if the FERC has not issued a final order (a) establishing the terms and
conditions of a successor arrangement between Georgia Power and Oglethorpe Power
or (b) determining that a successor arrangement between Georgia Power and
Oglethorpe Power is not necessary or appropriate, Oglethorpe Power shall, until
such final order is issued, (i) purchase Control Area Services, subject to (iii)
below, from Georgia Power or its agent at the standard rates then in effect
under the Open Access Transmission Tariff of Southern Companies; (ii) continue
to purchase Energy Imbalance Service (including Back-Up Capacity) in accordance
with Article XII of this Agreement; and (iii) if the cause for Georgia Power's
notice of termination is not due to Oglethorpe Power's failure to comply with a
request for altered reactive dispatch under Section 11.3, continue to
self-supply or purchase Reactive Supply and Voltage Control From Generation
Sources Service under this Agreement in accordance with Section 11.3. In
addition, Oglethorpe Power shall continue to Pseudo Schedule and Dispatch the
Pseudo CT Resource in accordance with Article X of this Agreement until such
final order is issued. Any amounts collected from Oglethorpe Power under this
Section 3.2(c) shall be subject to adjustment in accordance with the terms of a
final FERC order accepting Georgia Power's notice of termination and either (i)
establishing the terms and conditions of a successor arrangement between Georgia
Power and Oglethorpe Power or (ii) determining that a successor arrangement
between Georgia Power and Oglethorpe Power is not necessary or appropriate.

3.3 System Security and Integrity. The Parties recognize that Georgia
Power or its agent must have the ability and means to maintain the safe and
reliable operation of the ITS and the

surrounding Southern Control Area. To that end, the Parties agree that (a)
Georgia Power shall not unduly discriminate against Oglethorpe Power, Southern
Companies or any other transmission owners with regard to the redispatch of
resources and/or the curtailment of transactions across any constrained
interface, including the allocation of redispatch-related costs, if any; and (b)
Oglethorpe Power shall participate in the implementation of an appropriate
redispatch cost allocation methodology for the Southern Sub-Region of SERC, such
agreement to survive this Agreement.

3.4 Supply Deficiencies. This Section 3.4 shall apply only if Oglethorpe
Power has elected, for the current Year, to declare interruptible loads as
supplemental operating reserves pursuant to Section 11.6(c) herein. (a) If, at
any time during the Term of this Agreement, Georgia Power or its agent
determines that it is necessary or appropriate to take action to eliminate a
power supply deficiency in the Southern Control Area, and directs Oglethorpe
Power to participate in the elimination of such deficiency, Oglethorpe Power
agrees to take reasonable corrective measures as appropriate, including, without
limitation, load shedding and operations at valves wide open and overpressure,
unless Oglethorpe Power reasonably determines that such operation will be
detrimental to the reliability of the unit or Oglethorpe Power's system.
Oglethorpe Power may sell any energy surpluses resulting from operation at
valves wide open and overpressure to Southern Companies at market rates. Load
shedding shall be coordinated with Georgia Power and shall be implemented on a
pro rata basis, as nearly as practicable, among Oglethorpe Power, Georgia Power
and other ITS participants based on each ITS participant's non-coincident peak
load ratio, as defined in the Revised ITSA, of the quantities assigned to the
ITS (consistent with the IIC allocation procedures for the Southern Control Area
on file at the FERC), and shall be subject to the following curtailment
priorities: (1) non-firm third-party deliveries and interruptible native load
deliveries; and (2) firm load deliveries.

(b) To the extent action under this Section causes energy surpluses or
Regulation Energy Variance, as described in Article XII and Section 11.4,
respectively, Georgia Power agrees to waive any Regulation Energy Variance
charges, and such Hours shall be excluded from the determination of Commitment
Cost under Section 12.4 of this Agreement. In addition, during the period of
such curtailment, Georgia Power shall credit Oglethorpe Power for any surplus
energy associated with such curtailment at Territorial Marginal Cost in lieu of
the credit determined in accordance with Section 12.5. To the extent Oglethorpe
Power curtails non-firm third-party sales under this Section, Georgia Power
shall credit Oglethorpe Power for such surpluses at the higher of the rates
stated in Section 12.5 or the highest price disclosed by Oglethorpe Power, if
any, of curtailed non-firm transactions of Oglethorpe Power. Similarly, to the
extent Southern curtails non-firm third-party sales under this Section,
Oglethorpe Power shall purchase from Georgia Power deficit energy at the higher
of the rates stated in Section 12.6 or the highest price disclosed by Georgia
Power, if any, of such curtailed non-firm transactions of Southern Companies.

3.5 Power Flows. Since the systems of Oglethorpe Power, GTC and Georgia
Power are now, or may in the future be, directly interconnected with other
electric systems, it is recognized that because of the physical and electrical
characteristics of the facilities involved, there may be flows of power from
Oglethorpe Power to Georgia Power, or vice versa, through other electric
systems, or from other electric systems through the electric system of
Oglethorpe Power, GTC or Georgia Power. It is likewise recognized that part of
any scheduled delivery of power from Oglethorpe Power to Georgia Power, or vice
versa, may flow through or be displaced through other electric systems.
Oglethorpe Power, GSOC and Georgia Power agree to advise other materially
affected electric systems of such flows and scheduled power transfers, to
attempt to minimize any resulting burden on such other electric systems, as
appropriate, to compensate such other systems for any such

resulting burden, and to maintain communication and good relationships with
affected interconnected third parties.

3.6 Survival. The provisions of Sections 3.1 and 3.5 shall survive
termination of this Agreement.
ARTICLE IV

OPC-CONTROLLABLE-ITS RESOURCES

4.1 Energy Utilization. For purposes of calculating the Actual Hourly
Resource Utilization of each OPC-Controllable-ITS Resource during each Hour of
the Term, Oglethorpe Power shall be deemed to have utilized all energy delivered
into the ITS by or on behalf of Oglethorpe Power from the generation facility or
other resource associated with each such OPC-Controllable-ITS Resource during
such Hour, as determined by Oglethorpe Power and verified by Georgia Power or
its agent. The amount of such energy utilization shall be measured by
Oglethorpe Power and verified by Georgia Power or its agent in megawatt hours
(MWH), at the point of delivery to the ITS.

4.2 Transmission Responsibility. Oglethorpe Power shall be responsible
for making all transmission arrangements for the delivery of energy from
OPC-Controllable-ITS Resources and shall bear all costs associated with any and
all such transmission.

ARTICLE V

BLOCK RESOURCES

5.1 Dispatch. Except as provided in this Article V, Oglethorpe Power
hereby agrees to commit and schedule energy utilization of the Block Resources
in accordance with, and otherwise to abide by and comply with, the provisions of
the BPSA.

5.2 Changes in Schedules. Oglethorpe Power shall provide notice to
Georgia Power or its agent at least fifteen (15) minutes prior to the start of
each Quarter Hour of the quantity of energy that Oglethorpe Power wishes to
schedule from a committed Steam Block Resource or any Peaking Block Resource for
such Quarter Hour. Oglethorpe Power may increase or decrease the level of
energy at which a Steam Block Resource is to be utilized during such Quarter
Hour until fifteen (15) minutes prior to the start of such Quarter Hour.
Oglethorpe Power may increase or decrease the level of energy at which a Peaking
Block Resource is to be utilized only once in any thirty (30) minute period, and
only upon fifteen (15) minutes prior notice to Georgia Power, to be effective at
the start of a Quarter Hour.

5.3 Energy Utilization. For purposes of calculating the Actual Hourly
Resource Utilization of each Block Resource during each Hour of the Term,
Oglethorpe Power shall be deemed to have utilized during such Hour that amount
of energy determined by averaging the four Quarter Hour schedules submitted for
that Hour under Section 5.2 above.

5.4 Emergency Decommitment. If all OPC Off-System Resources have been
interrupted pursuant to Section 8.1 and Oglethorpe Power continues to have
surplus energy as defined in Article XII, Oglethorpe Power may decommit a Steam
Block Resource on 15 minutes prior notice to Georgia Power, effective at the
start of any Quarter Hour.

5.5 Operability of Article. This Article V shall be operable from the
Effective Date through the earlier of the date this Agreement terminates or the
date, if any, upon which the BPSA expires; provided, however, that the Parties
may agree to any other mutually satisfactory date through which this Article
shall be operable.

ARTICLE VI

SEPA RESOURCES

6.1 Dispatch. Oglethorpe Power hereby agrees to commit and schedule
energy utilization of the SEPA Resources in accordance with, and otherwise to
abide by and comply with, the Oglethorpe Power Corporation Scheduling Contract
between Oglethorpe Power and SEPA (Contract No. ▇▇-▇▇-▇▇▇▇-▇▇▇▇), or any
successor contract, and any related procedures adopted by Oglethorpe Power and
SEPA.

6.2 Energy Utilization. For purposes of calculating the Actual Hourly
Resource Utilization of the SEPA Resources during each Hour of the Term,
Oglethorpe Power shall be deemed to have utilized during such Hour that amount
of energy scheduled by Oglethorpe Power and delivered by SEPA pursuant to the
Oglethorpe Power Corporation Scheduling Contract between Oglethorpe Power and
SEPA (Contract No. ▇▇-▇▇-▇▇▇▇-▇▇▇▇), or any successor contract.

6.3 Operability of Article. This Article VI shall be operable from the
Effective Date until the earlier of the termination of this Agreement or the
expiration of the Oglethorpe Power Corporation Scheduling Contract between
Oglethorpe Power and SEPA (Contract No. ▇▇-▇▇-▇▇▇▇-▇▇▇▇), or any successor
contract; provided, however, that the Parties may agree to any other mutually
satisfactory date through which this Article shall be operable.

ARTICLE VII

NUCLEAR RESOURCES

7.1 Delivery of and Payment for Energy. Georgia Power's and Oglethorpe
Power's respective rights and obligations concerning the delivery of and payment
for energy from the generation facilities associated with each of the Nuclear
Resources during any given Hour of the Term shall be as set forth in the
respective Joint Ownership Agreements associated with each such Nuclear
Resource.

7.2 Energy Utilization. For purposes of calculating the Actual Hourly
Resource Utilization of each Nuclear Resource during each Hour of the Term,
Oglethorpe Power shall be deemed to have utilized all energy delivered to
Oglethorpe Power from the generation facility associated with each such Nuclear
Resource during such Hour, as determined by Georgia Power or its agent and
verified by Oglethorpe Power under the Joint Ownership Agreements associated
with each such Nuclear Resource. The amount of such energy utilization shall be
measured by Georgia Power or its agent in megawatt hours (MWH) at the point of
delivery to the ITS.

7.3 Informational Available Capability and Energy Schedules. (a) Georgia
Power or its agent will provide Oglethorpe Power on or before 11:00 a.m.
(Birmingham, Alabama prevailing time) of the Friday prior to the commencement of
each Week during the Term, for informational purposes under this Agreement only,
a schedule of the expected levels of Available Capability and energy of each of
the Nuclear Resources during each Hour of each Day of the immediately following
Week.

(b) Georgia Power or its agent shall use good faith efforts to notify
Oglethorpe Power, for informational purposes under this Agreement only, of any
changes to the Available Capability and energy schedule of the Nuclear Resources
for a given Week from time to time during such Week

as soon as practicable after Georgia Power learns of any actual or expected
unavailability (or reduction of Available Capability or energy) of any Nuclear
Resource. Notwithstanding the previous sentence, Georgia Power or its agent, as
determined by Georgia Power, shall provide Oglethorpe Power, on or before 11:00
a.m. (Birmingham, Alabama prevailing time) of each Day during the Term, for
informational purposes under this Agreement only, notice of any changes to
Georgia Power's then-current Available Capability and energy schedule of the
Nuclear Resources for the immediately following two (2) Days.

ARTICLE VIII

OPC OFF-SYSTEM TRANSACTIONS

8.1 Coordinate with Georgia Power. Oglethorpe Power hereby agrees to
coordinate all OPC Off-System Transactions with Georgia Power or its agent.
Oglethorpe Power further agrees that Georgia Power or its agent shall have to
take instructions for or concerning any OPC Off-System Transaction only from
Oglethorpe Power and that Georgia Power or its agent will ignore instructions
for or concerning any such transaction given by or received from any person or
entity other than Oglethorpe Power. Oglethorpe Power shall notify the Southern
Control Area operator of its desire to interrupt an OPC Off-System Transaction,
and the Southern Control Area operator shall interrupt such transaction as soon
as practicable, provided that all affected parties and control areas have
consented to such interruption.

8.2 Minimum Scheduling Notice. (a) Any OPC Off-System Transactions shall
be coordinated and scheduled with Georgia Power or its agent in a manner
consistent with the relevant scheduling provisions of Sections 13.8 and 14.6, as
applicable, of the Open Access Transmission Tariff of Southern Companies as they
apply to the initiation of or change in transaction schedules.

(b) Except as set forth in this Article, this Agreement does not impose
any restrictions upon the right of Oglethorpe Power to schedule OPC Off-System
Transactions.

8.3 Energy Utilization. For purposes of calculating the Actual Hourly
Resource Utilization associated with each OPC Off-System Resource during each
Hour of the Term, Oglethorpe Power shall be deemed to have utilized all energy
scheduled by Oglethorpe Power during such Hour, in megawatt hours (MWH), as
thereafter verified by Georgia Power or its agent.

8.4 Load Responsibility. For purposes of calculating the OPC
Non-Territorial Load for each Hour of the Term, Oglethorpe Power shall have a
load responsibility associated with each OPC Off-System Transaction associated
with an energy delivery during such Hour. The amount of such load
responsibility shall be the amount of energy associated with such OPC Off-System
Transaction delivered by or on behalf of Oglethorpe Power, in megawatt hours
(MWH), as finally scheduled by Oglethorpe Power and thereafter verified by
Georgia Power or its agent.

8.5 Oglethorpe Power's Information Obligations. Oglethorpe Power shall
provide Georgia Power or its agent information concerning all OPC Off-System
Transactions in such detail and upon such frequency as Georgia Power or its
agent reasonably requests in order to schedule each such transaction, support
system security, support load regulation activities and/or support Georgia
Power's or its agent's timely completion of Georgia Power's billing functions
under Article XVII. Such information shall include for each such OPC Off-System
Transaction, without limiting Georgia Power's or its agent's aforesaid right to
reasonably request additional information, all information necessary to
implement NERC Policy 3 or its successor, including, but not limited to, NERC
tagging procedures therein, unless the FERC rules that NERC Policy 3 or the
tagging procedures therein shall not be obligatory. Oglethorpe Power shall not
be required to provide Georgia Power or its

agent transaction price information unless it is required for billing
calculations pursuant to Sections 3.4(b), 11.5(f) or 11.6(f) of this Agreement.

8.6 Transmission Responsibility. Oglethorpe Power shall be responsible
for making all transmission arrangements for any and all OPC Off-System
Transactions and shall bear all costs associated with any and all such
transmission.

8.7 Indemnification. Oglethorpe Power shall indemnify and hold Georgia
Power and its agent harmless from and against any and all losses, costs,
liabilities, damages and expenses (including without limitation attorneys' fees
and expenses) of any kind incurred or suffered by Georgia Power or its agent
pursuant to, as a result of or in connection with Georgia Power's performance
under this Article VIII or the performance or nonperformance of Oglethorpe Power
under this Article VIII, except for losses, costs, liabilities, damages and
expenses (including without limitation attorneys' fees and expenses) incurred or
suffered by Georgia Power or its agent as a direct result of any action of
Georgia Power that violates this Article VIII and that is not in accordance with
Prudent Utility Practice or as a direct result of Georgia Power's or its agent's
willful misconduct.

ARTICLE IX

MUTUAL BUY/SELL TRANSACTIONS

To the extent the Parties wish to engage in buy/sell transactions, other
than pursuant to the BPSA, or otherwise sell or purchase capacity or energy from
each other, such transactions shall be implemented and governed by separate
market-based service agreements to be executed between Oglethorpe Power and
Georgia Power or its agent. These buy/sell transactions shall be declared and
treated as OPC Off-System Transactions.

ARTICLE X

PSEUDO CT RESOURCE

10.1 Available Capability Schedule. (a) The provisions of this Article
shall be applicable for the Term of this Agreement; provided, however, that the
Parties may agree to any other mutually satisfactory date through which this
Article shall be operable.

(b) Georgia Power or its agent shall provide Oglethorpe Power, on or
before 11:00 a.m. (Birmingham, Alabama prevailing time) on the Friday prior to
the commencement of each Week during the Term, a schedule of the expected
Available Capability of the Pseudo CT Resource during each Hour of each Day of
the immediately following Week and the expected Maximum Utilization Level
thereof ("Available Capability Schedule").

10.2 Changes to Available Capability Schedule. (a) Georgia Power or its
agent shall use good faith efforts to notify Oglethorpe Power as soon as
practicable after Georgia Power learns of any actual or expected change in
Available Capability of the Pseudo CT Resource; provided, however, that Georgia
Power or its agent shall provide Oglethorpe Power, on or before 11:00 a.m.
(Birmingham, Alabama prevailing time) of each Day during the Term, notice of any
such changes to Georgia Power's then-current Available Capability Schedule for
the immediately following two (2) Days.

(b) Georgia Power may make changes to the Available Capability Schedule
and to the associated Maximum Utilization Level at any time Georgia Power
reasonably expects the Available Capability of the Pseudo CT Resource to change,
or at such time that such Available Capability has changed, for whatever reason,
including, without limitation, outages or deratings (as defined by NERC), or
transmission constraints (as defined by NERC) affecting the operation of the
Pseudo CT Resource.
35

10.3 Hourly Utilization Schedule. (a) Oglethorpe Power shall provide
Georgia Power or its agent on or before 1:30 p.m. (Birmingham, Alabama
prevailing time) on each Day during the Term, a schedule of its anticipated
hourly Utilization of the Pseudo CT Resource for each Hour of the immediately
following Day ("Utilization Schedule").

(b) Oglethorpe Power's Utilization Schedule shall at all times be
consistent on an Hour by Hour basis with the most recent Available Capability
Schedule provided by Georgia Power to Oglethorpe Power. Any Utilization Schedule
provided by Oglethorpe Power which is not in compliance with such Available
Capability Schedule shall be deemed ineffective. Georgia Power shall use
reasonable best efforts to notify Oglethorpe power that such Utilization
Schedule has been deemed ineffective as soon as practicable following such
event.

(c) Oglethorpe Power's Utilization of the Pseudo CT Resource must at all
times be either zero or the Maximum Utilization Level. To the extent Oglethorpe
Power schedules any energy from the Pseudo CT Resource at any level other than
zero or such Maximum Utilization Level of the Pseudo CT Resource, it shall be
deemed to have scheduled energy at such Maximum Utilization Level.

10.4 Changes to Utilization Schedule. (a) Oglethorpe Power may, in its
discretion, make changes to its Utilization Schedule for a given Day from time
to time during such Day, subject to the provisions of this Article. Oglethorpe
Power shall use good faith efforts to notify Georgia Power or its agent of such
changes as soon as practicable after Oglethorpe Power decides to make such
changes.

(b) Oglethorpe Power shall provide notice to Georgia Power or its agent at
least twenty (20) minutes prior to the start of an Hour of the quantity of
energy that Oglethorpe Power wishes to schedule from the Pseudo CT Resource
during such Hour. Oglethorpe Power may increase or

decrease the level of energy at which the Pseudo CT Resource is to be utilized
during such Hour only until twenty (20) minutes prior to such Hour. The
Utilization Schedule for the Pseudo CT Resource during a given Hour shall become
final after twenty (20) minutes prior to the start of the Hour and shall not
thereafter be subject to increase or decrease by Oglethorpe Power for that Hour.

(c) Oglethorpe Power shall be required to make such changes to the
Utilization Schedule from time to time during a Day to reflect any changes made
by Georgia Power to the Available Capability Schedule of the Pseudo CT Resource
for such Day. Oglethorpe Power shall make such changes as soon as practicable
after being notified of the actual or expected change in Available Capability;
provided, however, that Oglethorpe Power shall make such changes immediately in
the case of actual or imminent changes in Available Capability.

(d) For purposes of calculating the Actual Hourly Resource Utilization of
the Pseudo CT Resource during each Hour, Oglethorpe Power shall be deemed to
have utilized during such Hour all energy either (i) shown on the final and
effective Utilization Schedule during such Hour for the Pseudo CT Resource, or
(ii) deemed to have been scheduled by Oglethorpe Power during such Hour from the
Pseudo CT Resource, all in accordance with Sections 10.3, 10.4, or 10.5.

10.5 Pseudo CT Resource Test Energy. If Plant ▇▇▇ ▇▇▇▇▇▇▇ Unit No. 5A is
required to operate for test purposes at any time, and Oglethorpe Power is
notified in advance of the scheduling deadline in Section 10.4(b), then
Oglethorpe Power shall be deemed to have scheduled Utilization from the Pseudo
CT Resource at a level equal to Oglethorpe Power's undivided ownership interest
in the Actual Hourly Facility Generation associated with the Pseudo CT Resource.

10.6 Pricing of Pseudo Energy Sales and Purchases. (a) Each Hour of the
Term, Georgia Power shall compute the amount of the Pseudo Energy associated
with the Pseudo CT Resource for that Hour, in megawatt hours (MWH).

(b) If the amount of the Pseudo Energy associated with the Pseudo CT
Resource for an Hour is positive, then Georgia Power shall be deemed to have
made a Pseudo Energy Sale to Oglethorpe Power equal to the amount of such Pseudo
Energy. Georgia Power shall deliver such energy to Oglethorpe Power from any
resources available to it at Level B-1. Oglethorpe Power shall pay to Georgia
Power, for such Pseudo Energy Sale, a "Pseudo Resource Energy Charge", in
dollars per Month, equal to the product of:

(1) the sum of the hourly Pseudo Energy Sale(s) associated with the
Pseudo CT Resource for such Month, in megawatt hours (MWH); times

(2) the sum of (i) the product equal to (a) the Pseudo CT Resource
Heat Rate, times (b) the Marginal Replacement Fuel Cost in effect
for the Pseudo CT Resource at such time, plus (ii) the quotient
equal to (a) the most recent 12 Months total actual variable
operations and maintenance ("O&M") and fuel handling expenses for
the generation facility associated with the Pseudo CT Resource,
divided by (b) the net positive generation from such facility
over such 12 Month period, as determined pursuant to the Joint
Ownership Agreement accounting procedures employed by Georgia
Power or its agent at such time and calculated consistent with
the FERC account definitions utilized in the then-current IIC for
variable O&M and fuel handling expenses (both (i) and (ii) as
measured in dollars per megawatt hour ($/MWH)).

(c) If the amount of the Pseudo Energy associated with the Pseudo CT
Resource for an Hour is negative, then Georgia Power shall be deemed to have
made a Pseudo Energy Purchase from Oglethorpe Power equal to the absolute value
of the amount of such Pseudo Energy. Georgia Power shall provide to Oglethorpe
Power, for such Pseudo Energy Purchase, a "Pseudo Resource Energy Credit", in
dollars per Month, equal to the product of:

(1) the sum of the hourly Pseudo Energy Purchase(s) associated with
the Pseudo CT Resource for such Month, in megawatt hours (MWH);
times

(2) the sum of (i) the product equal to (a) the Pseudo CT Resource
Heat Rate, times (b) the Marginal Replacement Fuel Cost in effect
for the Pseudo CT Resource at such time, plus (ii) the quotient
equal to (a) the most recent 12 Months total actual variable O&M
and fuel handling expenses for the generation facility associated
with the Pseudo CT Resource, divided by (b) the net positive
generation from such facility over such 12 Month period, as
determined pursuant to the Joint Ownership Agreement accounting
procedures employed by Georgia Power or its agent at such time
and calculated consistent with the FERC account definitions
utilized in the then-current IIC for variable O&M and fuel
handling expenses (both (i) and (ii) as measured in dollars per
megawatt hour ($/MWH)).

ARTICLE XI

TERRITORIAL CONTROL AREA SERVICES

11.1 Availability. (a) Territorial Control Area Services are those
services which are necessary (i) to effectuate energy deliveries under this
Agreement and (ii) to maintain the integrity of the ITS and the Southern
Control Area pursuant to this Agreement. On a Yearly basis, Oglethorpe Power
shall elect either (i) to purchase all of the Territorial Control Area
Services described in Sections 11.4, 11.5 and 11.6, or (ii) to self-supply
all of the Territorial Control Area Services described in Sections 11.4, 11.5
and 11.6 in the manner set forth below. If Oglethorpe Power does not notify
Georgia Power of its election to purchase Territorial Control Area Services
at least 45 Days prior to the start of a given Year, Oglethorpe Power shall
be deemed to have elected to self-supply the Territorial Control Area
Services described in Sections 11.4, 11.5, and 11.6.

(b) The Territorial Control Area Services provided under this Article
shall be available only under the terms of this Agreement and shall not
survive the termination of this Agreement. In addition, the Territorial
Control Area Services shall be used solely for the purpose of serving OPC
Territorial Load, and shall not be remarketed or resold by Oglethorpe Power
or its Affiliates in any form to any entity, provided, however, that
Oglethorpe Power may at all times recover the costs of such service from OPC
Territorial Load customers.

11.2 Scheduling, System Control and Dispatch Service. Oglethorpe Power
shall purchase from Georgia Power Scheduling, System Control and Dispatch
Service to serve OPC Territorial Load. Oglethorpe Power shall pay Georgia
Power for Scheduling, System Control and Dispatch Service a charge equal to
$0.044960 per kilowatt per month (kW-month) times the OPC Territorial Load
coincident with the most recent twelve (12) monthly peak loads within the
Southern Control Area. Oglethorpe Power and its Affiliates hereby agree that
no Party will oppose or object

to the level of the Scheduling, System Control and Dispatch Service rate
proposed by Southern Companies in the proceeding in Docket No. OA96-27 or in
any subsequent proceeding(s) during the Term of this Agreement, provided that
no Party has given notice of termination of this Agreement or, if such notice
has been given, provided that no successor arrangement to this Agreement has
been effectuated.

11.3 Reactive Supply and Voltage Control From Generation Sources
Service. (a) Oglethorpe Power and GSOC agree that if the Southern Control
Area requires additional or altered reactive dispatch, then the Southern
Control Area operator shall have the right to call for an altered reactive
dispatch from OPC Resources within the Southern Control Area, to the extent
such resources are capable of such operation, including, but not limited to,
the operation of resources which may have been off-line at the time of such
request, without adverse distinction to Oglethorpe Power or GSOC; provided,
however, that all generation facilities that become OPC Resources following
the date of execution of this Agreement shall be capable of operating
continuously at a leading power factor of 0.85. To the extent such requested
operation results in additional costs, such costs shall be treated in
accordance with the redispatch cost allocation methodology, if any,
referenced in Section 3.3. Subject to the provisions of Section 11.3(b)
below, Reactive Supply and Voltage Control From Generation Sources Service
("Reactive Service") will be deemed adequately provided by OPC Resources
within the Southern Control Area as long as and to the extent that
Oglethorpe Power complies with the Southern Control Area operator's calls for
altered reactive dispatch. If Georgia Power reasonably determines, in
accordance with Prudent Utility Practice, that Oglethorpe Power has failed to
comply with the Southern Control Area operator's calls for altered reactive
dispatch, Georgia Power shall treat Oglethorpe Power's failure to comply as a
failure to meet specific performance criteria under Section 3.2(c) of this
Agreement, and may terminate this

Agreement upon ninety (90) Days prior written notice to Oglethorpe Power, in
accordance with and subject to the procedures set forth in Section 3.2(c) of
this Agreement.

(b) At such time that the industry develops a methodology for
accounting for MVAR utilization, the Parties agree to incorporate such
methodology and any resulting fees or charges into this Agreement. Should
the Parties fail to agree on the application of such methodology, Georgia
Power may file at the FERC to incorporate such changes. Oglethorpe Power and
its Affiliates shall have the right to contest the amount of such charge, but
may not contest Georgia Power's right to seek recovery of MVAR-related
charges if implemented pursuant to Section 11.3(b). Likewise, Georgia Power
shall not contest the right of Oglethorpe Power or its Affiliates to seek
recovery of appropriate MVAR-related charges, provided, however, that Georgia
Power reserves the right to contest the amount of any such charges and/or the
appropriateness of recovery from Georgia Power or Southern Companies.

11.4 Regulation and Frequency Response Service. (a) During the
effectiveness of this Agreement, Oglethorpe Power may elect, pursuant to
Section 11.1 (i) to purchase from Georgia Power Regulation and Frequency
Response Service for OPC Territorial Load at rates then in effect under the
Open Access Transmission Tariff of Southern Companies, (ii) to maintain,
subject to the provisions below or any change implemented pursuant to Section
3.2, an adequate Regulation Energy Variance (see Subsection (b) below) and
adequate capacity to meet its Regulation and Frequency Response Requirement
for OPC Territorial Load ("Regulation Requirement"), or (iii) to purchase
short term Regulation Service pursuant to Section 11.7.

(b) Unless and until a revised test is adopted pursuant to Section
11.4(f), Oglethorpe Power's Regulation Energy Variance shall equal the
absolute value of the difference between the Actual Hourly OPC Resources
Utilization and the Real-Time OPC Total Load Requirements at

Level B-1, on an integrated hourly basis; provided, however, that the
absolute value of the difference between Oglethorpe Power's total metered
load and its integrated Real-Time total load is equal to or less than one
percent of the total metered load for at least 95 percent of the Hours in the
Month, and, provided further, that the absolute value of the difference
between (i) the integrated total output of the Joint-Owned Facilities
operated by Georgia Power, excluding Plant ▇▇▇ ▇▇▇▇▇▇▇ Unit No. 5A, as
transmitted by Georgia Power to Oglethorpe Power and (ii) the total metered
output of such facilities is equal to or less than one (1) percent of the
total metered output of such facilities for at least 95 percent of the Hours
in the Month. If the absolute value of the difference between Oglethorpe
Power's total metered load and Oglethorpe Power's integrated Real-Time total
load is greater than one (1) percent of the total metered load for more than
five (5) percent of the Hours in the Month, then, in the discretion of
Georgia Power, total metered loads may be used in lieu of integrated
Real-Time total load for the OPC Total Load Requirements for purposes of the
Regulation Energy Variance for that Month. The comparison of total metered
load to integrated Real Time total load shall exclude all scheduled loads
(i.e., those which do not rely on meters, such as OPC Off-System
Transactions). If the absolute value of the difference between (i) the
integrated total output of the Joint-Owned Facilities operated by Georgia
Power, excluding Plant ▇▇▇ ▇▇▇▇▇▇▇ Unit No. 5A, as transmitted by Georgia
Power to Oglethorpe Power and (ii) the total metered output of such
facilities is greater than one (1) percent of the total metered output of
such facilities for more than five (5) percent of the Hours in the Month,
then such integrated output shall be used in lieu of the Actual Hourly
Resource Utilization of such facilities for purposes of the Regulation Energy
Variance, Spinning Capabilities (Section 11.5(d)) and Supplemental
Capabilities (Section 11.6(d)) for that Month. The comparison of integrated
total output to total metered output for Spinning and

Supplemental Capabilities shall only include the Joint-Owned Facilities
operated by Georgia Power and deemed Qualifying Resources - Spinning.

(c) Unless and until a different regulating standard is applied to the
Southern Control Area in accordance with Prudent Utility Practice or a
revised test is adopted pursuant to Section 11.4(f), Oglethorpe Power's
Regulation Requirement shall equal 2.09% of the OPC Territorial Load
coincident with the most recent calendar year twelve (12) monthly peak loads
of the Southern Control Area.

(d) An integrated hourly test shall be performed to ensure that
Oglethorpe Power's Regulation Energy Variance is less than or equal to
Oglethorpe Power's L10, as determined annually in accordance with NERC's
prescribed methodology applied to the maximum OPC Territorial Load from the
preceding Year. If the integrated hourly test (Oglethorpe Power's Regulation
Energy Variance minus Oglethorpe Power's L10) results in a zero or negative
value, then Oglethorpe Power shall be deemed to have adequately maintained
its Regulation Energy Variance for the Hour. However, if such integrated
hourly test results in a positive value, then Oglethorpe Power shall be
deemed not to have adequately maintained such Regulation Energy Variance for
the Hour, and Oglethorpe Power shall be required to purchase its Regulation
Energy Variance from Georgia Power in an amount equal to the difference
between its Regulation Energy Variance in such Hour and Oglethorpe Power's
L10 at such time. Until such time as the Southern Control Area operator
releases Plant ▇▇▇▇▇▇▇ Unit Nos. 1 and 2 and Plant ▇▇▇▇▇▇▇ Unit Nos. 1 and 2
for Automatic Generation Control operation by Oglethorpe Power, Oglethorpe
Power's L10 shall be replaced with the Inadvertent Energy Bandwidth in effect
for that Hour, as defined in Section 12.2.

(e) To the extent Oglethorpe Power is required to purchase its
Regulation Energy Variance from Georgia Power pursuant to the provisions of
Subsection (d) hereto, such requirement shall be purchased from Georgia Power
at a rate calculated in accordance with Exhibit C.

(f) At such time that the Parties determine that it is practical to do
so, Georgia Power and Oglethorpe Power shall use reasonable best efforts to
negotiate a Real Time regulation performance test, based on applicable
performance criteria adopted by NERC, to replace the test described in
Section 11.4(d) above. Unless mutually agreed otherwise, at such time,
Oglethorpe Power's Regulation Requirement for Real Time performance shall be
zero megawatts (such changes to be implemented concurrently for regulation
and operating reserves).

11.5 Operating Reserve - Spinning Reserve Service. (a) During the
effectiveness of this Agreement, Oglethorpe Power may elect, pursuant to
Section 11.1, (i) to purchase from Georgia Power Operating Reserve - Spinning
Reserve Service for OPC Territorial Load at rates then in effect under the
Open Access Transmission Tariff of Southern Companies, (ii) to maintain,
subject to the provisions below or any change implemented pursuant to Section
3.2, spinning operating reserves for OPC Territorial Load, ("Spinning Reserve
Requirement"), or (iii) to purchase short term Spinning Reserve Service
pursuant to Section 11.7.

(b) Oglethorpe Power's Spinning Reserve Requirement shall equal 2.09%
of the OPC Territorial Load coincident with the 1996 twelve (12) monthly peak
loads of the Southern Control Area. The 2.09% value utilized herein shall be
updated and revised, if necessary, to comport with changes in the Southern
Control Area spinning operating reserve requirements, effectuated in
accordance with Prudent Utility Practice, or changes in the resource base for
the Southern Control Area (either an increase or decrease in the contingency
size).

(c) Oglethorpe Power shall maintain its Regulation Requirement and
Spinning Reserve Requirement in unscheduled but on-line OPC Resources which
are qualified to supply Operating Reserve - Spinning Reserve Service
("Spinning Reserve Service"). In order for an OPC Resource to qualify as a
"Qualifying Resource - Spinning," it must (i) be located within the Southern
Control Area; (ii) be telemetered to the Southern Control Area operator;
(iii) be capable of responding to AGC; (iv) respond to frequency deviations;
and (v) be immediately callable by the Southern Control Area operator, by
verbal notification to Oglethorpe Power's system operator, to produce energy
on a pro rata basis, as nearly as practicable, with the other regulation and
spinning operating reserves of the Southern Control Area. For purposes of
this Section, Qualifying Resources - Spinning shall initially be limited to
Steam Block Resources, Plant ▇▇▇▇▇▇▇ Unit No. 1, Plant ▇▇▇▇▇▇▇ Unit No. 2,
Plant ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇ and Rocky Mountain (units
which are in the generation mode). From time to time during the term of this
Agreement, Oglethorpe Power may request that one or more additional OPC
Resources be designated and treated as Qualifying Resources - Spinning. The
Parties agree to discuss the issue of whether such additional OPC Resources
meet the above requirements to be Qualifying Resources - Spinning, as well as
the terms and conditions related thereto, at the time of such request.
Oglethorpe Power shall not be precluded from submitting Dynamically Scheduled
OPC Resources or OPC-Controllable-ITS Resources which are connected to a
distribution system for credit as Qualifying Resources - Spinning; provided,
however, that in addition to the above requirements, such resources must be
callable at the sole discretion of Oglethorpe Power.

by Oglethorpe Power within the Hour pursuant to Section 12.3 (collectively
referred to in this Subsection as "Spinning Capabilities") are greater than
or equal to Oglethorpe Power's Regulation Requirement and Spinning Reserve
Requirement. If the integrated hourly test (Spinning Capabilities minus
Oglethorpe Power's Regulation and Spinning Reserve Requirements) results in a
zero or positive value, then Oglethorpe Power shall be deemed to have
adequately maintained its Regulation and Spinning Reserve Requirements for
the Hour. However, if such integrated hourly test results in a negative
value, then Oglethorpe Power shall be deemed not to have adequately
maintained such requirements for the Hour, and Oglethorpe Power shall be
required to purchase its Regulation and Spinning Reserve Requirements from
Georgia Power in an amount equal to the difference between Oglethorpe Power's
Regulation and Spinning Reserve Requirements and Oglethorpe Power's Spinning
Capabilities.

(e) To the extent Oglethorpe Power is required to purchase its
Regulation and Spinning Reserve Requirements from Georgia Power pursuant to
the provisions of Subsection (d) hereto, such requirements shall be purchased
from Georgia Power at a rate calculated in accordance with Exhibit D.

(f) If Oglethorpe Power has elected to maintain its Regulation and
Spinning Reserve Requirements in accordance with Section 11.1, in any Hour in
which the Southern Control Area Operator calls for energy production from
Oglethorpe Power's regulation or spinning operating reserves and Oglethorpe
Power produces surplus energy in connection with such requested operation of
OPC Resources other than Block Resources, Georgia Power shall waive any
charges associated with the Regulation Energy Variance in Section 11.4(d) and
shall credit Oglethorpe Power for such surplus energy at the higher of 1.1
times the highest off-system transaction price disclosed by Oglethorpe Power,
if any, in effect at the time of the call (either a purchase or a sale) or
the credit
47

determined in accordance with Section 12.5. In addition, such Hour shall be
excluded from the determination of Commitment Cost in Section 12.4. For any
such Hour in which Oglethorpe Power incurs any charges associated with the
integrated hourly tests performed in accordance with Sections 11.5(d) and
11.6(d), the computation of such charges shall be reduced by an amount
commensurate with Oglethorpe Power's surplus energy production, such surplus
to be applied first to the test set forth in Section 11.6(d) and second to
the test set forth in Section 11.5(d). The foregoing shall in no way
restrict Oglethorpe Power's use of the Block Resources, and any surplus
energy produced in such Hour shall be first credited to the increased output
of OPC Resources other than Block Resources, with any remainder being
credited in accordance with Section 12.5.

For any Hour in which the Southern Control Area operator has called for
energy production from Oglethorpe Power's regulation or spinning operating
reserves prior to ten (10) minutes before the end of such Hour and Oglethorpe
Power does not produce surplus energy, the on-line Available Capability of
any OPC Resource not operated by Georgia Power shall be deemed equal to
Oglethorpe Power's entitlement to the greater of (i) the integrated hourly
output of such resource, or (ii) the minimum output level maintained by the
resource between ten (10) minutes following the call and the earlier of the
end of the call or the end of each such Hour. The on-line Available
Capability of any Georgia Power operated resources shall continue to be
determined in accordance with the operating procedures for such resources.
In addition, the rate for deficit energy in excess of the Actual Hourly
Resource Utilization of the committed Block Resources less the then current
load carrying capability of such Block Resources shall be the higher of 1.1
times the highest off-system transaction price disclosed by Georgia Power, if
any, in effect at the time of the call (either a purchase or a sale) or the
rate determined in accordance with Section 12.6.

(g) At such time that the Parties determine that it is practical to do
so, Georgia Power and Oglethorpe Power shall use reasonable best efforts to
negotiate a Real Time spinning operating reserve performance test to replace
the test in Section 11.5(d) above, based on Oglethorpe Power's highest
instantaneous load within the Hour (such changes to be implemented
concurrently for regulation and operating reserves).

11.6 Operating Reserve - Supplemental Reserve Service. (a) During the
effectiveness of this Agreement, Oglethorpe Power may elect, pursuant to
Section 11.1, (i) to purchase from Georgia Power Operating Reserve -
Supplemental Reserve Service for OPC Territorial Load at rates then in effect
under the Open Access Transmission Tariff of Southern Companies, (ii) to
maintain, subject to the provisions below or any change implemented pursuant
to Section 3.2, supplemental operating reserves for OPC Territorial Load
("Supplemental Reserve Requirement"), or (iii) to purchase short term
Supplemental Reserve Service pursuant to Section 11.7.

(b) Oglethorpe Power's Supplemental Reserve Requirement shall equal
2.09% of the OPC Territorial Load coincident with the 1996 twelve (12)
monthly peak loads of the Southern Control Area. The 2.09% value utilized
herein shall be updated and revised, if necessary, to comport with changes in
the Southern Control Area supplemental operating reserve requirements,
effectuated in accordance with Prudent Utility Practice, or changes in the
resource base for the Southern Control Area (either an increase or decrease
in the contingency size).

(c) Oglethorpe Power shall maintain its Regulation, Spinning and
Supplemental Reserve Requirements from unscheduled OPC Resources which are
qualified to supply Spinning Reserve Service or Operating Reserve -
Supplemental Reserve Service ("Supplemental Reserve Service") and qualifying
interruptible load. In order for an OPC Resource to qualify as a "Qualifying
Resource -Supplemental," it must (i) be located in the Southern Control Area;
(ii) be telemetered to the

Southern Control Area operator; (iii) be capable of synchronous operation at
the output level declared by Oglethorpe Power for Supplemental Reserve
Service within ten (10) minutes of initial call by the Southern Control Area
operator to the Oglethorpe Power system operator; and (iv) be immediately
callable by the Southern Control Area operator, by verbal notification to the
Oglethorpe Power system operator, to produce energy on a pro rata basis, as
nearly as practicable, with the other supplemental operating reserves of the
Southern Control Area. For purposes of this Section, Qualifying Resources -
Supplemental shall initially be limited to fifteen (15) percent of the
Peaking Block Resources and Rocky Mountain (pumping load, and/or synchronous
condensing in the generation direction or off-line units while operating in a
mode which permits the declared level of synchronous output within 10 minutes
of initial call). From time to time during the term of this Agreement,
Oglethorpe Power may request that one or more additional OPC Resources be
designated and treated as Qualifying Resources - Supplemental. The Parties
shall discuss the issue of whether such additional OPC Resources meet the
above requirements to be Qualifying Resources - Supplemental, as well as the
terms and conditions related thereto, at the time of such request.
Oglethorpe Power shall not be precluded from submitting Dynamically Scheduled
OPC Resources or OPC-Controllable-ITS Resources which are connected to a
distribution system for credit as Qualifying Resources - Supplemental;
provided, however, that, in addition to the above requirements, such
resources must be callable at the sole discretion of Oglethorpe Power.
Qualifying interruptible loads must (i) be interruptible within 10 minutes of
initial call by the Southern Control Area operator to the Oglethorpe Power
system operator, (ii) be callable at the sole discretion of Oglethorpe Power,
and (iii) meet NERC guidelines for the treatment of interruptible loads as
non-spinning operating reserves. Oglethorpe Power must declare which, if
any, interruptible loads shall

be included as qualifying interruptible loads at least 45 Days prior to the
commencement of each Year, This declaration shall constitute an election for
purposes of Section 3.4.

(d) An integrated hourly test shall be performed to ensure that the sum
of (i) the on-line Available Capability of the Qualifying Resources -
Spinning less the Actual Hourly Resource Utilization of such resources
(subject to Section 11.4(b)), (ii) the Available Capability of Qualifying
Resources - Supplemental less the Actual Hourly Resource Utilization of such
resources; (iii) the current hourly loads of each qualifying interruptible
customer in excess of that customer's firm contract demand; (iv) any Back-Up
Capacity purchased by Oglethorpe Power within the Hour under Section 12.3;
and (v) any Regulation and Spinning Reserve Requirements purchased by
Oglethorpe Power within the Hour pursuant to Section 11.5 (collectively
referred to in this Subsection as "Supplemental Capabilities") is greater
than or equal to Oglethorpe Power's Regulation Requirement, Spinning Reserve
Requirement and Supplemental Reserve Requirement. If the integrated hourly
test (Supplemental Capabilities minus Oglethorpe Power's Regulation, Spinning
Reserve and Supplemental Reserve Requirements) results in a zero or positive
value, then Oglethorpe Power shall be deemed to have adequately maintained
its Supplemental Reserve Requirement for the Hour. However, if such
integrated hourly test results in a negative value, then Oglethorpe Power
shall be deemed not to have adequately maintained such requirement, and
Oglethorpe Power shall be required to purchase its Supplemental Reserve
Requirement from Georgia Power in an amount equal to the difference between
Oglethorpe Power's Regulation, Spinning Reserve and Supplemental Reserve
Requirements and Oglethorpe Power's Supplemental Capabilities.

(e) To the extent Oglethorpe Power is required to purchase its
Supplemental Reserve Requirement from Georgia Power pursuant to the
provisions of Subsection (d) hereto, such

requirement shall be purchased from Georgia Power at a rate calculated in
accordance with Exhibit E.

(f) If Oglethorpe Power has elected to maintain its Supplemental
Reserve Requirement in accordance with Section 11.1, in any Hour in which the
Southern Control Area Operator calls for energy production from Oglethorpe
Power's supplemental operating reserves and Oglethorpe Power produces surplus
energy in connection with such requested operation of OPC Resources other
than Block Resources, Georgia Power shall waive any charges associated with
the Regulation Energy Variance in Section 11.4(d), and shall credit
Oglethorpe Power for such surplus energy at the higher of 1.1 times the
highest off-system transaction price disclosed by Oglethorpe Power, if any,
in effect at the time of the call (either a purchase or a sale) or the credit
determined in accordance with Section 12.5. In addition, such Hour shall be
excluded from the determination of Commitment Cost in Section 12.4. For any
such Hour in which Oglethorpe Power incurs any charge associated with the
integrated hourly test performed in accordance with Section 11.6(d), the
computation of such charge shall be reduced by an amount commensurate with
Oglethorpe Power's surplus energy production, such surplus to be applied to
the test set forth in Section 11.6(d). The foregoing shall in no way
restrict Oglethorpe Power's use of the Block Resources, and any surplus
energy produced in such Hour shall be first credited to the increased output
of OPC Resources other than Block Resources, with any remainder being
credited in accordance with Section 12.5.

For any Hour in which the Southern Control Area operator has called for
energy production from Oglethorpe Power's supplemental operating reserves
prior to ten (10) minutes before the end of such Hour and Oglethorpe Power
does not produce surplus energy, the Available Capability of any OPC Resource
not operated by Georgia Power shall be deemed equal to Oglethorpe Power's
entitlement to the greater of (i) the integrated hourly output of such
resource, or (ii) the minimum

output level maintained by the resource between ten (10) minutes following
the call and the earlier of the end of the call or the end of each such Hour.
The Available Capability of any Georgia Power operated resources shall
continue to be determined in accordance with the operating procedures for
such resources. In addition, the rate for deficit energy in excess of the
Actual Hourly Resource Utilization of the committed Block Resources less the
then current load carrying capability of such Block Resources shall be the
higher of 1.1 times the highest off-system transaction price disclosed by
Georgia Power, if any, in effect at the time of the call (either a purchase
or a sale) or the rate determined in accordance with Section 12.6.

(g) At such time that the Parties determine that it is practical to do
so, Georgia Power and Oglethorpe Power shall use reasonable best efforts to
negotiate a Real Time supplemental operating reserve performance test to
replace the test in Section 11.6(d) above, based on Oglethorpe Power's
highest instantaneous load within the Hour (such changes to be implemented
concurrently for regulation and operating reserves).

11.7 Short-Term Purchase Of Territorial Control Area Services. (a)
Oglethorpe Power may purchase short-term Regulation Service in accordance
with the terms of Section 11.7(c) and (d) below if (i) Oglethorpe Power's
control center computer or communication equipment is inoperable such that
Oglethorpe Power cannot reasonably determine its instantaneous load and
generation or (ii) one or more of the following generation facilities is
unavailable due to an unplanned outage (as defined by NERC): Plant ▇▇▇▇▇▇▇
Unit No. 1, Plant ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇ or Plant
▇▇▇▇▇▇▇ Unit No. 2.

(b) Oglethorpe Power may purchase short-term Spinning and Supplemental
Reserve Services in accordance with the terms of Section 11.7(c) and (d)
below if any two or more of the Qualifying Resources - Spinning and/or
Supplemental (i) are unavailable due to unplanned outages

(as defined by NERC), or (ii) in the case of Block Resources, are derated to
zero MW load carrying capability, in accordance with the BPSA.

(c) A short-term purchase under this Section shall commence at midnight
following Oglethorpe Power's request; provided, however, that such request
shall be made no later than four (4) o'clock p.m. (Birmingham, Alabama time)
on the Monday through Friday following a 12-Hour period after such qualifying
event occurs. A short-term purchase of Regulation Service under this
Section shall end at midnight following (i) the repair of Oglethorpe Power's
control center equipment or (ii) a change in operating status of the
applicable generating units, such that the qualifying condition no longer
exists, subject to the minimum service duration set forth in Section 11.7(d)
below. A short-term purchase of Spinning and Supplemental Reserve Services
under this Section shall end at midnight following a change in operating
status of the applicable generating units, such that the qualifying condition
no longer exists, subject to the minimum service duration set forth in
Section 11.7(d) below.

(d) In its request for short-term Regulation Service and/or short-term
Spinning and Supplemental Reserve Services, Oglethorpe Power shall identify
the event(s) which qualify Oglethorpe Power for such service(s), the
service(s) Oglethorpe Power wishes to purchase, and the minimum duration of
such service(s), either 30 Days or 120 Days. Oglethorpe Power may purchase
Regulation Service separately from Spinning and Supplemental Reserve
Services, but must purchase Spinning Reserve Service and Supplemental Reserve
Service together. The rates for all short term services under this Section
are set forth in Exhibit F.

ARTICLE XII

ENERGY IMBALANCE SERVICE

12.1 Energy Imbalance. (a) For each Hour of the Term, Georgia Power
shall calculate the Energy Imbalance as the difference between: (i) the
Actual Hourly OPC Resources Utilization in the Hour, as measured at or
adjusted to ▇▇▇▇▇ ▇-▇, less (ii) OPC Total Load Requirements.

(b) If the Energy Imbalance is positive, then Oglethorpe Power has
surplus energy in such Hour and is deemed to have sold energy to Georgia
Power in an amount equal to this difference under the terms of Section 12.5
of this Agreement, and Oglethorpe Power may incur Commitment Costs associated
with such sale in accordance with Section 12.4 of this Agreement.

(c) If the Energy Imbalance is negative, then Oglethorpe Power has
deficit energy in such Hour and is deemed to have purchased from Georgia
Power energy in an amount equal to the absolute value of this difference
under the terms of Sections 12.3, 12.4, and 12.6 of this Agreement.

12.2 Inadvertent Energy Bandwidth. (a) For each Day of the Term,
Georgia Power shall calculate the average Energy Imbalance by computing the
quotient of: (i) the sum of the absolute values of the Energy Imbalance for
each Hour in the Day, divided by (ii) the total number of Hours in the Day.

(b) If such average Energy Imbalance for a Day is less than or equal to
60 megawatts, then (i) the Inadvertent Energy Bandwidth for surplus energy
(IEBS) for each Hour in the Day shall be 100 Megawatts and (ii) the
Inadvertent Energy Bandwidth for deficit energy (IEBD) for each Hour in the
Day shall be -100 megawatts.

(c) If the average Energy Imbalance for a Day is greater than 60
megawatts, then (i) the Inadvertent Energy Bandwidth for surplus energy
(IEBS) for each hour in the Day shall be 60

megawatts and (ii) the Inadvertent Energy Bandwidth for deficit energy (IEBD)
for each Hour in the Day shall be -60 megawatts.

(d) Until such time as the Southern Control Area operator releases
Plant ▇▇▇▇▇▇▇ Unit Nos. 1 and 2 and Plant ▇▇▇▇▇▇▇ Unit Nos. 1 and 2 for
Automatic Generation Control operation by Oglethorpe Power, the 60 megawatt
value referenced in (b) and (c) above shall be replaced with 80 megawatts.

12.3 Back-Up Capacity Charge. If Oglethorpe Power has hourly deficit
energy and the absolute value of such deficit is greater than the absolute
value of the difference between (i) the sum of the Actual Hourly Resource
Utilization of all Block Resources and the Pseudo CT Resource, less (ii) the
sum of the then-current load carrying capability of all Block Resources and
the Maximum Utilization Level of the CT Resource ("Difference"), then
Oglethorpe Power shall pay Georgia Power a Back-Up Capacity Charge equal to
the product of: (i) the absolute value of the hourly deficit energy minus the
absolute value of the Difference for that Hour, and (ii) the greater of the
Critical Period rate for Regulation and Spinning Reserve Requirements (see
Exhibit D) and 400 dollars per megawatt hour ($/MWH).

12.4 Commitment Cost. (a) If Oglethorpe Power has surplus energy during
any Hour of the Day that is greater than the IEBS for that Hour, then, unless
such Hour is excluded pursuant to Section 3.4(b), 11.5(f) or 11.6(f),
Oglethorpe Power shall pay Georgia Power a Commitment Cost equal to the
product of: (i) the maximum amount of hourly surplus energy in that Day and
(ii) the Commitment Cost Rate for that Day. The Commitment Cost Rate, in
dollars per megawatt day, shall be calculated pursuant to Georgia Power's
current practice, as set forth in Exhibit B; provided, however, that any
changes to such practices as applied to this Agreement shall be agreed to in
advance by the Parties.

(b) If Oglethorpe Power has deficit energy in any Hour of a Day that is
less than the IEBD for that Hour, then Oglethorpe Power shall pay a
Commitment Cost to Georgia Power for that Day equal to the product of (i) the
maximum of the absolute value of the hourly deficit energy in that Day and
(ii) the Commitment Cost Rate for that Day.

12.5 Credit for Hourly Surplus Energy. In each Hour when Oglethorpe
Power has surplus energy, Georgia Power shall credit Oglethorpe Power for
this surplus energy an amount equal to the sum of:

(a) the product of

(i) the amount of the hourly surplus energy, up to but not greater
than the IEBS for that Hour, times (ii) the Territorial Marginal
Cost for that Hour (unless modified by Sections 3.4(b), 11.5(f)
or 11.6(f)), and

(b) the product of

(i) the amount of the hourly surplus energy, if any, which is greater
than the IEBS for that Hour, times (ii)the lesser of System
Marginal Cost for that Hour minus ten dollars per megawatt hour
($/MWH) and Territorial Marginal Cost for that Hour (unless
modified by Sections 3.4(b), 11.5(f) or 11.6(f)).

12.6 Payment for Hourly Deficit Energy. In each Hour when Oglethorpe
Power has deficit energy, Oglethorpe Power shall pay Georgia Power for this
deficit energy an amount equal to the sum of:

(a) the product of

(i) the amount of the absolute value of the hourly deficit energy, up
to but not greater than the absolute value of the IEBD for that
Hour, times (ii) the

System Marginal Cost for that Hour (unless modified by Sections
3.4(b), 11.5(f) or 11.6(f)), and

(b) the product of

(i) the amount of the absolute value of the hourly deficit energy, if
any, which is greater than the absolute value of the IEBD for
that Hour, times (ii) the System Marginal Cost for that Hour plus
ten dollars per megawatt hour ($/MWH) (unless modified by
Sections 3.4(b), 11.5(f) or 11.6(f)).

ARTICLE XIII

OPERATIONAL DEFICIENCY

13.1 Operational Responsibility. Oglethorpe Power and Georgia Power
shall each be responsible for committing sufficient resources, scheduling
energy utilization therefrom and maintaining sufficient actual or deemed
spinning reserve levels to meet reasonably foreseeable operating
contingencies, to accommodate load forecast errors, transmission and
generation equipment failures and similar matters and to ensure that its
resources as nearly as possible equal its resource requirements on an
instantaneous basis.

13.2 Oglethorpe Power's Real-Time Information Obligations. (a)
Oglethorpe Power shall provide Georgia Power or its agent information
concerning the output levels of the OPC-Controllable-ITS Resources and the
scheduled output of the SEPA Resources on a Real-Time basis, in such detail
as Georgia Power or its agent reasonably requests in order to support system
security or load regulation activities. Oglethorpe Power shall provide such
Real-Time information through a combination of telemetered and estimated
values consistent with Prudent Utility Practice. Oglethorpe Power shall not
be required to provide Hourly individual unit output levels to Georgia Power
or its agent unless it is necessary or appropriate for the above purposes.
In addition,

Oglethorpe Power shall also provide Georgia Power or its agent revenue
metering records, in electronic form if available, of the actual output of
the OPC-Controllable-ITS Resources and the delivered output of the SEPA
Resources in such detail and upon such frequency as Georgia Power or its
agent reasonably requests in order to support, verify and timely complete
either or both Oglethorpe Power's calculation of the Actual Hourly Resource
Utilization of the OPC-Controllable-ITS Resources under Section 4.1 and
Georgia Power's billing functions under Article XVII.

(b) Oglethorpe Power shall provide Georgia Power or its agent Real-Time
information concerning energy usage by Oglethorpe Power as measured at each
of Oglethorpe Power's Delivery Points, in such detail as Georgia Power or its
agent reasonably requests to support system security or load regulation
activities. Oglethorpe Power shall provide such Real-Time information through
a combination of telemetered and estimated values in such form as is
reasonably suitable to Georgia Power or its agent. In addition, Oglethorpe
Power shall provide Georgia Power or its agent revenue metering records, in
electronic form, of the actual energy flows at each of the Delivery Points in
such detail and upon such frequency as Georgia Power or its agent reasonably
requests in order to support, verify and timely complete Georgia Power's
calculation of OPC Total Load Requirements and Georgia Power's billing
functions under Article XVII.

13.3 Determination of OPC Operational Deficiency. (a) Oglethorpe Power
shall provide Georgia Power or its agent, on a Real-Time basis, (1) the sum
of the instantaneous Actual Hourly Resource Utilization of each of the OPC
Resources at ▇▇▇▇▇ ▇-▇, and (2) Oglethorpe Power's instantaneous values for
OPC Total Load Requirements at Level B-1.

(b) Georgia Power or its agent shall, using the information provided
by Oglethorpe Power pursuant to Section 13.3(a), as verified by Georgia Power
or its agent, determine if there is an OPC Operational Deficiency, from time
to time during the Term on as near an instantaneous basis as

practicable given the timing of Oglethorpe Power's provision of such
information. An OPC Operational Deficiency is the amount equal to the
difference between (1) the sum provided by Oglethorpe Power pursuant to
Section 13.3(a)(1); minus (2) the amount provided by Oglethorpe Power
pursuant to Section 13.3(a)(2), if such difference is negative.

(c) Oglethorpe Power shall provide Georgia Power or its agent the
Real-Time information required pursuant to this Article through a combination
of telemetered and estimated values in such form consistent with Prudent
Utility Practice.

(d) The existence of an OPC Operational Deficiency is an indicator to
the Parties of a circumstance relevant to monitoring system conditions to
ensure system security and reliability.

13.4 Corrective Action to Eliminate an OPC Operational Deficiency. This
Section 13.4 shall apply only if Oglethorpe Power has not elected, for the
current Year, to declare interruptible loads as supplemental operating
reserves pursuant to Section 11.6(c) herein. (a) If at any time during the
Term an OPC Operational Deficiency exists and Georgia Power or its agent
determines that it is necessary or appropriate, in accordance with the
CSA-IOD Interruption Procedures developed by Georgia Power or its agent, for
Oglethorpe Power to take action to eliminate such OPC Operational Deficiency,
then Oglethorpe Power, at the direction of Georgia Power or its agent, shall
take such action or actions as Oglethorpe Power, in its sole discretion,
deems necessary or appropriate (including, without limitation, load shedding)
to eliminate such OPC Operational Deficiency.

(b) Should Georgia Power or its agent have given a direction to
Oglethorpe Power to eliminate an OPC Operational Deficiency pursuant to
Section 13.4(a), and if after a reasonable time, in accordance with the
CSA-IOD Interruption Procedures developed by Georgia Power or its agent,
Oglethorpe Power shall not have eliminated such OPC Operational Deficiency,
then Georgia Power or its agent may take such action or actions consistent
with Prudent Utility Practice as Georgia

Power or its agent deems necessary or appropriate to eliminate the OPC
Operational Deficiency, including, without limitation, load shedding and
opening any of the interconnections between Georgia Power and Oglethorpe
Power.

(c) Neither Georgia Power nor Oglethorpe Power shall be required to
shed load in order to allow the other to maintain an operational deficiency.

13.5 No Liability; Indemnity. (a) Neither Georgia Power nor its agent
shall have any liability to Oglethorpe Power or any other person or entity
for any losses, costs, liabilities, damages or expenses (including without
limitation attorneys' fees and expenses) of any kind incurred or suffered
pursuant to, as a result of, or in connection with any action taken by or at
the direction of Georgia Power under this Article XIII, except for losses,
costs, liabilities, damages or expenses (including without limitation
attorneys' fees and expenses) resulting directly from actions taken by or
directions given by Georgia Power that are in violation of this Article XIII
and that are not Prudent Utility Practice or resulting directly from willful
misconduct of Georgia Power or its agent.

(b) Oglethorpe Power hereby indemnifies and holds Georgia Power and its
agent harmless from and against any and all losses, costs, liabilities,
damages and expenses (including without limitation attorneys' fees and
expenses) of any kind incurred or suffered by Georgia Power or its agent
pursuant to, as a result of or in connection with Oglethorpe Power's
performance or nonperformance under Section 13.4, including, but not limited
to, any action taken by or at the direction of Georgia Power under Section
13.4, except for losses, costs, liabilities, damages or expenses (including
without limitation attorneys' fees and expenses) resulting directly from
actions taken by or directions given by Georgia Power that are not Prudent
Utility Practice or from willful misconduct of Georgia Power or its agent.

(c) With respect to data and information provided by Oglethorpe Power
pursuant to Section 13.3, Oglethorpe Power shall indemnify Georgia Power for
any and all damages awarded to a third party by a court of competent
jurisdiction in connection with action(s) taken by Georgia Power in reliance
on data or information provided by Oglethorpe Power which understates
Oglethorpe Power's Operational Deficiency.

ARTICLE XIV

NON-TERRITORIAL CONTROL AREA SERVICES

14.1 Load Within Southern Control Area. (a) Any OPC Non-Territorial
Load which is within the Southern Control Area will be provided with
Non-Territorial Control Area Services as follows: (i) Scheduling System
Control and Dispatch Service, and Reactive Supply and Voltage Control From
Generation Sources Service will be made available on terms consistent with
the provisions of this Agreement for OPC Territorial Load; and (ii)
Regulation and Frequency Response Service and Operating Reserve - Spinning
and Supplemental Reserve Services will be made available at the standard
rates then in effect under the Open Access Transmission Tariff of Southern
Companies.

(b) Notwithstanding the provisions of Section 14.1(a), to the extent an
OPC Non-Territorial Load purchaser inside the Southern Control Area is
receiving and paying for Control Area Services for Regulation and Frequency
Response Service, Operating Reserve - Spinning Reserve Service and Operating
Reserve -Supplemental Reserve Service under the Open Access Transmission
Tariff of Southern Companies, Georgia Power's invoice to Oglethorpe Power
shall show the charge for such Control Area Services as determined in Section
14.1(a), and shall also reflect a credit for the amounts paid by such
purchaser to Southern Companies. In addition, to the extent OPC
Non-Territorial Load consists of a sale to an entity and such entity is
self-supplying one or more Control

Area Services with respect to such sale pursuant to a written agreement
between such entity and Georgia Power or its agent, Georgia Power's invoice
to Oglethorpe Power shall show the charge for such Control Area Services as
determined in Section 14.1(a), and shall also reflect a credit for the value
of such Control Area Services self-supplied by such entity, as determined by
the rates then in effect under the Open Access Transmission Tariff of
Southern Companies.

14.2 Other Loads. Any OPC Non-Territorial Load which is not within the
Southern Control Area will be provided with Non-Territorial Control Area
Services as follows: (i) Scheduling, System Control and Dispatch Service will
be charged a rate of $.092637 per megawatt hour (MWH); and (ii) Reactive
Supply and Voltage Control From Generation Sources Service will be provided
in accordance with the provisions of Section 11.3 of this Agreement.
Regulation and Frequency Response Service and Operating Reserve - Spinning
and Supplemental Reserve Services will not be provided under this Agreement.

ARTICLE XV

CONFIDENTIALITY OF DATA

15.1 Information Obligations; Confidentiality of Data. (a) The Parties
agree to make available to each other certain information, as set forth in
this Article XV, in fulfillment of their obligations under this Agreement.
Except as provided in Sections 15.1(b), 15.1(c) and 15.1(d) below, the
following information, when acquired from another Party which is not an
Affiliate, shall be treated as confidential, and shall not be disclosed to
any third party or Affiliate at any time without the prior written consent of
the other Party(ies); provided, however, that nothing in this Article shall
restrict any Party's use or disclosure of its own information.

(b) The Parties shall have no obligation to treat as confidential or
otherwise withhold from disclosure to any third party or Affiliate any
information that is available through sources in

the public domain or becomes available without violating the terms of this
Agreement or without the disclosing Party violating any applicable legal
requirements through such disclosure. In addition, no Party shall be
prohibited from providing to a regulatory authority or court of competent
jurisdiction information received pursuant to this Agreement if ordered or
otherwise compelled to do so; provided, however, that such Party shall use
its reasonable best efforts to notify the other Party(ies) in advance of such
disclosure.

(c) Any aggregate information provided in regulatory reports in
accordance with this Article shall include only that information required by
the applicable regulatory authority, in only the form required by such
regulatory authority.

(d) Any information not specifically addressed in this Article XV
which relates to the services provided under this Agreement, as currently
defined or as modified by the terms of this Agreement or by FERC order, shall
be provided in the reasonable discretion of the Parties, as determined at the
time of request by one Party to the other(s).

15.2 Information Related To Supply Deficiencies. (a) All megawatt-hour
quantities and negotiated market rates associated with sales of surplus
energy associated with participation in control area supply deficiencies
shall be disclosed to other Parties solely for internal use by those Parties
or their agents, and the Party(ies) in receipt of such information shall at
no time disclose the same to any third party without the prior written
consent of the disclosing Party, such consent not to be unreasonably
withheld; provided, however, that no Party shall be required to obtain the
consent of any Party to use aggregate megawatt-hour quantities and dollar
amounts in financial and regulatory reports.

(b) Aggregate megawatt-hour quantities (i.e., not per customer,
Delivery Point or EMC) associated with load shedding (interruptible and firm
load) shall be disclosed after-the-fact to other

Parties solely for internal use by those Parties or their agents, and the
Party(ies) in receipt of such information shall at no time disclose the same
to any third party without the prior written consent of the disclosing Party,
such consent not to be unreasonably withheld.

(c) Transaction-specific data related to load shedding of interruptible
third-party load shall be treated consistent with the treatment of OPC
Off-System Transaction information, as set forth in Section 15.4 below.
Transaction-specific information related to load shedding of interruptible
native load and estimated Delivery Point information related to load shedding
of firm load shall be disclosed solely to each Party's operations and
billing/audit personnel, and the Party(ies) in receipt of such information
shall at no time disclose the same to any marketing personnel (including
Affiliates) or any third party.

15.3 Information Related To Block and CT Resources. Block Resource and
Pseudo CT Resource information (schedules and prices) shall be disclosed to
other Parties solely for internal use by those Parties or their agents, and
the Party(ies) in receipt of such information shall at no time disclose the
same to any third party without the prior written consent of the disclosing
Party, such consent not to be unreasonably withheld; provided, however, that
no Party shall be required to obtain the consent of any Party to use
aggregate megawatt-hour quantities and dollar amounts in financial and
regulatory reports.

15.4 Information Related To Off-System Transactions. OPC Off-System
Transaction specific scheduling information shall be disclosed solely to
Georgia Power's or its agent's operations and billing/audit personnel, and
Georgia Power and its agent shall at no time disclose the same to any
marketing personnel (including Affiliates) or any third party. Transaction
specific pricing information related to off-system transactions shall be
disclosed solely to the other Party's billing/audit personnel; provided,
however, that such information shall be disclosed only to the

extent required under Sections 3.4(b), 11.5(f) and 11.6(f) of this Agreement.
Megawatt-hour scheduling quantities shall be disclosed, upon request by any
one of the Parties, in accordance with the information disclosure
requirements set forth in FERC Order Nos. 889 and 889-A (and their
successors) and the regulations promulgated thereunder.

15.5 Information Related To Territorial Control Area Services/Energy
Imbalance Service. (a) All Scheduling, System Control and Dispatch Service
sales information (quantities and prices) shall be disclosed to other Parties
solely for internal use by those Parties or their agents, and the Party(ies)
in receipt of such information shall at no time disclose the same to any
third party without the prior written consent of the disclosing Party, such
consent not to be unreasonably withheld; provided, however, that no Party
shall be required to obtain the consent of any Party to use aggregate
megawatt-hour quantities and dollar amounts in financial and regulatory
reports.

(b) All sales information related to Reactive Service, Regulation
Energy Variance, Spinning Reserve Service and Supplemental Reserve Service
(quantities and prices), all information necessary to calculate (i)
Oglethorpe Power's L10, (ii) Regulation and Spinning Reserve Requirements,
(iii) Supplemental Reserve Requirements and (iv) the rate adjustment ratios
in Exhibits C, D, and E to this Agreement, and all megawatt-hour quantities
and resulting rates associated with sales of surplus energy from operating
reserves shall be disclosed to other Parties solely for internal use by those
Parties or their agents, and the Party(ies) in receipt of such information
shall at no time disclose the same to any third party without the prior
written consent of the disclosing Party, such consent not to be unreasonably
withheld; provided, however, that no Party shall be required to obtain the
consent of any Party to use aggregate MVAR quantities, megawatt-hour
quantities (i.e., no less than daily and excluding statistical analyses), and
dollar amounts in financial and regulatory reports. The information used to
determine the quantity of

Reactive Service, Regulation Energy Variance, Spinning Reserve Service and
Supplemental Reserve Service, to the extent not otherwise provided for under
this Article XV, shall be disclosed solely to each Party's operations and
billing/audit personnel and to the senior management of each Party in such
detail as is reasonably required to clarify billing or performance disputes.

(c) All Energy Imbalance Service sales information, including Back-Up
Capacity, Commitment Cost, Credits for Hourly Surplus Energy and Payments for
Hourly Deficit Energy (quantities and prices) shall be disclosed to other
Parties solely for internal use by those Parties or their agents, and the
Party(ies) in receipt of such information shall at no time disclose the same
to any third party without the prior written consent of the disclosing Party,
such consent not to be unreasonably withheld; provided, however, that no
Party shall be required to obtain the consent of any Party to use aggregate
megawatt-hour quantities (i.e., no less than daily and excluding statistical
analyses) and dollar amounts in financial and regulatory reports. The
information used to determine the quantity of Energy Imbalance, to the extent
not otherwise provided for under this Article XV, shall be disclosed solely
to each Party's billing/audit personnel and to the senior management of each
Party in such detail as is reasonably required to clarify billing or
performance disputes.

15.6 Information Related To Real-Time and Revenue Meter Data. (a)
Oglethorpe Power shall disclose facility-specific information related to
OPC-Controllable-ITS Resources and SEPA Resources under Sections 4.1, 6.2,
and 13.2(a) of this Agreement (to the extent not disclosed pursuant to the
Joint Ownership Agreements) solely to Georgia Power's or its agent's
operations and billing/audit personnel (operations personnel to receive only
Real-Time information and billing/audit personnel to receive Real-Time and
revenue meter information), and Georgia Power or its agent shall at no time
disclose such information to any marketing personnel (including Affiliates)
or any third party; provided, however, Oglethorpe Power's NERC/GADS type
information, to the extent

and in the form available, shall be disclosed to Georgia Power's or its
agent's marketing personnel (but not to third parties) to the extent such
information relates to facilities which constitute Qualifying Resources -
Spinning or Qualifying Resources - Supplemental under this Agreement.
Neither Georgia Power nor its agent shall be obligated to disclose any
information regarding any resources of Georgia Power or its Affiliates (to
the extent not disclosed pursuant to the Joint Ownership Agreements);
provided, however, that to the extent Oglethorpe Power receives such
information through access to computer interfaces with Georgia Power or its
agent, Oglethorpe Power shall provide such information solely to its
operations personnel and shall not disclose the same to any other personnel
(including Affiliates) or any third parties. No Party shall be required to
obtain the consent of any Party to use aggregate megawatt-hour quantities
(i.e., one hourly number each for OPC-Controllable-ITS Resources and for SEPA
Resources) in financial and regulatory reports.

(b) Oglethorpe Power shall disclose Delivery Point information under
Section 13.2(b) of this Agreement solely to Georgia Power's or its agent's
operations and billing/audit personnel (operations personnel to receive only
Real-Time information and billing/audit personnel to receive Real-Time and
revenue meter information), and Georgia Power or its agent shall at no time
disclose such information to any marketing personnel (including Affiliates)
or any third party. Aggregate megawatt-hour quantities (i.e., one hourly
total value each for OPC Territorial Load and OPC Non-Territorial Load within
the Southern Control Area which is not an OPC Off-System Transaction) shall
be disclosed after-the-fact to other Parties solely for internal use by those
Parties or their agents, and the Party(ies) in receipt of such information
shall at no time disclose the same to any third party without the prior
written consent of the disclosing Party, such consent not to be unreasonably
withheld; provided, however, that no Party shall be required to obtain the
consent of any Party to use

aggregate megawatt-hour quantities (i.e., one hourly total value each for OPC
Territorial Load and OPC Non-Territorial Load within the Southern Control
Area which is not an OPC Off-System Transaction) in financial and regulatory
reports.

(c) The Real-Time generation and load information used to determine
Oglethorpe Power's Operational Deficiency under Section 13.3 of this
Agreement shall be disclosed solely to Georgia Power's or its agent's
operations and billing/audit personnel and to the senior management of
Georgia Power or its agent in such detail as is reasonably required to
clarify billing or performance disputes. Georgia Power or its agent shall at
no time disclose such information to any marketing personnel (including
Affiliates) or any third party. The Real-Time value of Oglethorpe Power's
Operational Deficiency, as determined in Article XIII of this Agreement,
shall be disclosed to other Parties solely for internal use by those Parties
or their agents, and the Party(ies) in receipt of such information shall at
no time disclose the same to any third party without the prior written
consent of the disclosing Party, such consent not to be unreasonably withheld.

15.7 Information Related To Non-Territorial Control Area Services. The
hourly total megawatt-hour quantities and dollar amounts associated with
sales of Non-Territorial Control Area Services within and outside the
Southern Control Area (to the extent such information is not disclosed under
other provisions of this Article XV) shall be disclosed to other Parties
solely for internal use by those Parties or their agents, and the Party(ies)
in receipt of such information shall at no time disclose the same to any
third party without the prior written consent of the disclosing Party, such
consent not to be unreasonably withheld; provided, however, that no Party
shall be required to obtain the consent of any Party to use aggregate
megawatt-hour quantities and dollar amounts in financial and regulatory
reports. 69

ARTICLE XVI

IMPLEMENTATION AND ADMINISTRATION FEES

16.1 CSA Implementation Fee. Oglethorpe Power hereby agrees to
reimburse Georgia Power for all reasonable costs incurred by Georgia Power or
its agent in connection with implementing this Agreement. Such monthly CSA
Implementation Fee shall include costs associated with, without limitation,
manpower, manpower overheads, equipment, computer software, and computer
time, and other reasonable costs associated with the implementation of this
Agreement, with the exception of attorneys' fees. Georgia Power agrees to
provide Oglethorpe Power a prior estimate of the scope and cost of any
implementation projects, including, but not limited to, the initial
implementation of this Agreement, for which the estimated cost exceeds Twenty
Thousand Dollars ($20,000).

16.2 CSA Administration Fee. Oglethorpe Power hereby agrees to
reimburse Georgia Power for all reasonable costs incurred by Georgia Power or
its agent in connection with the administration of this Agreement. Such
monthly CSA Administration Fee shall include costs associated with, without
limitation, manpower, manpower overheads, equipment, computer software,
computer time and other reasonable costs associated with the administration
of this Agreement, with the exception of attorneys' fees. Georgia Power
agrees to provide Oglethorpe Power a prior estimate of the scope of any
administration projects, for which the estimated cost exceeds Five Thousand
Dollars ($5,000).

ARTICLE XVII

BILLING AND COLLECTIONS

17.1 Billing and Payment. (a) As promptly as practicable after the
commencement of each Month during the Term, Georgia Power shall send
Oglethorpe Power an invoice stating the amounts due from Oglethorpe Power for
Territorial Control Area Services (Article XI), Non-Territorial Control Area
Services (Article XIV), Energy Imbalance Service (including Back-Up Capacity
Charges, Commitment Costs and credits and payments associated with hourly
surpluses and deficits, respectively) (Article XII), the Pseudo Resource
Energy Charges and Credits (Article X), the Monthly CSA Implementation Fee
(Section 16.1) and the Monthly CSA Administration Fee (Section 16.2),
together with any other amounts then due by Oglethorpe Power to Georgia Power
or (except for amounts covered by Section 17.2) by Georgia Power to
Oglethorpe Power pursuant to the provisions of this Agreement. Georgia Power
will provide Oglethorpe Power, along with such invoices, all supporting data
necessary to compute the above quantities, subject to the confidentiality
provisions of Article XV, in electronic form, as it is available to Georgia
Power from time to time.

(b) All such invoices showing a net amount due from Oglethorpe Power to
Georgia Power shall be due and payable on or before the tenth (10th) Day
after Oglethorpe Power's receipt of such notice. If such tenth (10th) Day
after Oglethorpe Power's receipt is not a banking Day, then payment shall be
due on the next succeeding banking Day. Oglethorpe Power shall make payment
to Georgia Power in accordance with such invoices on or before the date due
in immediately available funds through wire transfer of funds or other means
acceptable to Georgia Power. If Oglethorpe Power does not make any of the
payments referenced above on or before such tenth (10th) Day, then interest
shall be added to the overdue payment, from the date such overdue payment

was due until such overdue payment together with interest is paid, which
interest shall accrue in simple interest terms per annum at the Interest Rate
defined herein.

(c) In the event the calculation set forth in Section 17.1(a) shows a
net amount due from Georgia Power to Oglethorpe Power, Oglethorpe Power shall
send an invoice to Georgia Power in that amount. Such invoice shall be due
and payable on or before the tenth (10th) Day after Georgia Power's receipt
of such notice. If such tenth (10th) Day after Georgia Power's receipt is
not a banking Day, then payment shall be due on the next succeeding banking
Day. Georgia Power shall make payment to Oglethorpe Power in accordance with
such invoices on or before the date due in immediately available funds
through wire transfer of funds or other means acceptable to Oglethorpe Power.
If Georgia Power does not make any of the payments reflected above on or
before such tenth (10th) Day, then interest shall be added to the overdue
payment, from the date such overdue payment was due until such overdue
payment together with interest is paid, which interest shall accrue in simple
interest terms per annum at the Interest Rate defined herein.

(d) Oglethorpe Power agrees that Georgia Power may render invoices
pursuant to Section 17.1(a) stating the aggregate net amount required
pursuant to said Section 17.1(a) based wholly or partially upon preliminary
data. If Georgia Power elects to render such a preliminary invoice, Georgia
Power shall provide for an adjustment in the subsequent Month's invoice
reflecting a true-up to actual data of all calculations based upon
preliminary data. Any payment required to be made by Oglethorpe Power to
Georgia Power or by Georgia Power to Oglethorpe Power to reflect such
adjustment shall be made concurrently with the next Month's payment pursuant
to Section 17.1(b) or 17.1(c), as appropriate. Neither Oglethorpe Power nor
Georgia Power shall owe interest to the other on the amount of any such
adjustment calculated under this Section 17.1(d).

17.2 Billing Disputes and Final Accounting. (a) If Oglethorpe Power
questions or contests the amount of any payment claimed by Georgia Power to
be due pursuant to this Agreement, Oglethorpe Power may make such payment
under protest and thereafter shall be reimbursed by Georgia Power for any
amount in error after the settlement of such question or contest, in
accordance with this Section 17.2; provided, however, that no disagreement or
dispute of any kind between Oglethorpe Power and Georgia Power concerning any
matter, including without limitation the amount of any payment due from
Oglethorpe Power or the correctness of any charge made by Georgia Power to
Oglethorpe Power, shall permit Oglethorpe Power to delay or withhold any
payment pursuant to this Agreement.

(b) In the event that Oglethorpe Power, by timely notice to Georgia
Power, questions or contests the correctness of any such charge or credit,
Georgia Power shall promptly review the questioned charge or credit and shall
notify Oglethorpe Power, within sixty (60) Days following receipt by Georgia
Power of such notice from Oglethorpe Power, of the amount of any error and
the amount of any payment or reimbursement that Oglethorpe Power is required
to make or is entitled to receive in respect of such alleged error. Not
later than the tenth (10th) banking Day after receipt by Oglethorpe Power of
such notice from Georgia Power as to the amount of any payment that
Oglethorpe Power is required to make, Oglethorpe Power shall make payment to
Georgia Power in immediately available funds. If Georgia Power is required
to make any reimbursement to Oglethorpe Power, Georgia Power shall make such
reimbursement not later than the tenth (10th) banking Day after Georgia Power
receives an invoice from Oglethorpe Power in the amount of such required
reimbursement. Payments and reimbursements made by either Oglethorpe Power
or Georgia Power under this Section 17.2(b) shall include interest from the
date the original payment was due until the date such payment or
reimbursement together with interest is made, which interest

shall accrue in simple interest terms per annum at the Interest Rate defined
herein. Oglethorpe Power shall have until the 180th Day after receipt of an
invoice to question or contest the correctness of any charge or credit made
to Oglethorpe Power during such Month pursuant to Section 17.1, after which
time the correctness of all such charges and credits shall be conclusively
presumed.

(c) If Oglethorpe Power disputes Georgia Power's resolution under
Section 17.2(b) of any question or contest by Oglethorpe Power of the
correctness of any charge or credit made to Oglethorpe Power pursuant to
Section 17.1, then at Oglethorpe Power's request Georgia Power and Oglethorpe
Power agree to use their reasonable best efforts to achieve a mutually
acceptable solution to such dispute. In the event that either Georgia Power
or Oglethorpe Power believes that any such efforts by Georgia Power and
Oglethorpe Power have been or will be unsuccessful, then it may submit such
dispute to, for resolution by, the Joint Committee. If the Joint Committee
fails to resolve such dispute by the third (3rd) regularly scheduled meeting
following the meeting at which Oglethorpe Power or Georgia Power first
submitted such dispute to the Joint Committee, then either Oglethorpe Power
or Georgia Power may submit such dispute to, for resolution by, the
respective Chief Executive Officers of Oglethorpe Power and Georgia Power.
If the Chief Executive Officers fail to resolve such dispute within a
reasonable period of time after it is submitted to them, then either
Oglethorpe Power or Georgia Power may resort to any remedy, at law or in
equity, that may be available therefor. If either Georgia Power or
Oglethorpe Power submits such dispute to the Joint Committee, then neither of
them shall thereafter have any further obligation to use its reasonable best
efforts to achieve a mutually acceptable solution as aforesaid.

(d) Notwithstanding the foregoing provisions of Section 17.2, if
Oglethorpe Power is then in default with respect to any payments required to
be made under this Agreement, Georgia

Power may withhold any reimbursement due Oglethorpe Power under this Section
17.2 up to the amount of the payments in default.

(e) Georgia Power will provide Oglethorpe Power with such information
as is reasonably required by Oglethorpe Power in order to account for
payments made pursuant to this Section 17.2 on Oglethorpe Power's books.

17.3 Availability of Records. (a) Georgia Power will for each Month of
the Term, at all times prior to the end of such 180 Day period set forth in
Section 17.2(b), make available to Oglethorpe Power, subject to the
confidentiality provisions of Article XV, and Oglethorpe Power may audit,
such books and records of Georgia Power as are necessary for Oglethorpe Power
to calculate the payments to be made hereunder and thereby to verify the
accuracy of the amounts billed to or for Oglethorpe Power pursuant to Section
17.1. No payment made pursuant to the provisions of this Article shall
constitute a waiver of any right of Oglethorpe Power under Section 17.2 to
question or contest the correctness of any charge or credit by Georgia Power
or to dispute Georgia Power's resolution of any such question or contest.

(b) Oglethorpe Power shall for each Month of the Term, at all times
prior to the end of such 180 Day period set forth in Section 17.2(b), make
available to Georgia Power, subject to the confidentiality provisions of
Article XV, and Georgia Power may audit, such books and records of Oglethorpe
Power as are necessary for Georgia Power to obtain or verify information to
calculate or for the calculation of the payments to be made hereunder and
thereby to verify the accuracy of the amounts billed to or for Oglethorpe
Power during such Month pursuant to Section 17.1. No invoice sent pursuant
to the provisions of this Article shall constitute a waiver of any right of
Georgia Power under Section 17.2 to question or contest the correctness of
any Oglethorpe Power information.

(c) In addition to Section 17.3(b), Oglethorpe Power's metering records
shall be available at all times during the Term to authorized agents and
employees of the Parties for purposes of this Agreement, subject to the
confidentiality provisions of Article XV.

17.4 Failure to Make Payments. (a) If Oglethorpe Power fails to pay
when due the full amounts of any payment(s) required by Section 17.1, then
subject to the requirements of Section 17.4(b), Georgia Power may withhold
provision of services hereunder to Oglethorpe Power until Oglethorpe Power
has paid the full amounts of such overdue payment(s) to Georgia Power
(including without limitation interest) as required by Section 17.1.

(b) Before Georgia Power may withhold provision of service to
Oglethorpe Power pursuant to Section 17.4(a), Georgia Power shall give
Oglethorpe Power written notice of Oglethorpe Power's delinquency and at
least twenty (20) Days advance written notice of Georgia Power's intent to
withhold service if Oglethorpe Power's delinquency is not remedied and
provided that Georgia Power has filed the written notice of the intended
suspension of service with the FERC.

(c) Georgia Power shall not withhold service from Oglethorpe Power or
shall cease withholding service under this Section 17.4 if and when
Oglethorpe Power cures the delinquency that gave rise to the notice.

(d) In addition to the rights granted in Sections 17.2 and 17.3,
Georgia Power may take any action, at law or in equity, to enforce this
Agreement and to recover any and all unrecovered damages and expenses and
other losses, costs and liabilities (including without limitation reasonable
attorneys' fees and expenses) incurred or suffered by Georgia Power as a
result of or in connection with any default in payment by Oglethorpe Power
under this Agreement.

ARTICLE XVIII

TERM OF AGREEMENT

18.1 Term. (a) This Agreement shall take effect on the first Day of the
first Month after the date this Agreement is accepted for filing and permitted
to become effective by the FERC ("Effective Date"). On the Effective Date, this
Agreement shall supersede the CSA in its entirety and the CSA shall be
irrevocably terminated. If the FERC does not accept this Agreement for filing,
the CSA shall remain in effect; provided, however, that Georgia Power shall have
the right to file unilaterally any agreement which it reasonably believes is
appropriate, which agreement shall become effective, and shall supersede and
terminate the CSA in its entirety upon FERC acceptance of such agreement for
filing.

(b) This Agreement shall remain in effect through December 31, 1998,
unless otherwise terminated in accordance with the provisions of this Agreement.

18.2 Extension of the Term. (a) This Agreement shall continue in effect
after December 31, 1998 for successive one (1) year terms unless terminated by
Georgia Power, Oglethorpe Power or GSOC upon six (6) months prior written
notice to the other Parties. No such notice of termination shall be permitted
to be submitted to any Party until at least six (6) Months after the Effective
Date of this Agreement.

(b) Notwithstanding the provisions of Sections 3.2 and 18.3, any Party may
exercise its right to terminate pursuant to this Section 18.2. If any Party
exercises its right to terminate under this Section 18.2, the Parties agree to
use their reasonable best efforts to negotiate a mutually acceptable amendment
to this Agreement (to the extent necessary to recognize and accommodate the
interrelated nature of the Parties' transmission systems and control area
functions within the state of Georgia). If the Parties have failed to
successfully negotiate an amended Agreement prior to the

end of two (2) months after notice of termination is provided under Section
18.2(a), Oglethorpe Power or GSOC may request that Georgia Power file a proposed
amendment to this Agreement to become effective as soon as possible, but in no
event earlier than six (6) months following such notice of termination;
provided, however, that Oglethorpe Power or GSOC must fully disclose to Georgia
Power at the time of such request all terms and conditions relevant to the
services provided under this Agreement of any separate coordination or operating
arrangement between Oglethorpe Power, GSOC and any third party, in order to
allow Georgia Power to prepare a proposed amendment which it believes is
necessary or appropriate, in recognition of and to accommodate the interrelated
nature of the Parties' transmission systems and control area functions in the
state of Georgia. Georgia Power shall not disclose to third parties the terms
and conditions of such separate coordination or operating arrangement; provided,
however, that Georgia Power may provide such information to the FERC to the
extent necessary to support its filing. Georgia Power shall, on or before the
later of 150 days following any Party's notice of termination under Section
18.2(a) or 90 days following Oglethorpe Power's or GSOC's request under this
Section 18.2(b), file a proposed amendment to this Agreement, to become
effective as soon as possible, but in no event earlier than six (6) months
following any notice of termination under Section 18.2(a), which it believes is
necessary or appropriate in recognition of and to accommodate the interrelated
nature of the Parties' transmission systems and control area functions within
the state of Georgia. Following Georgia Power's filing, Oglethorpe Power and
GSOC shall have the right to challenge Georgia Power's proposed amendment in
accordance with FERC regulations and shall have the right to request, pursuant
to FERC regulations, that the FERC either accept an alternative proposed
amendment or determine that this Agreement is no longer necessary or
appropriate.

If Oglethorpe Power or GSOC has requested that Georgia Power file an
amendment to this Agreement to recognize a separate third-party coordination or
operating arrangement, and if, at the end of six months following a notice of
termination pursuant to Section 18.2(a), the FERC has not issued an order on
Georgia Power's filing or Oglethorpe Power has not received the necessary
regulatory approvals, if any, for the separate third-party coordination or
operating arrangement disclosed to Georgia Power in conjunction with the above
request, this Agreement shall remain in effect until (i) Georgia Power's
proposed amendment is accepted for filing and otherwise permitted to take
effect, or (ii) Oglethorpe Power receives any necessary regulatory approvals in
connection with and implements its third-party arrangement, whichever is later.
Upon the later of (i) or (ii), the Parties agree to adhere to the terms of any
notice of filing or interim FERC order until the FERC issues a final order
either establishing the terms and conditions of an amendment to this Agreement
or determining that a successor arrangement between Georgia Power and Oglethorpe
Power is not necessary or appropriate. Once such final order is issued, any
amounts collected from Oglethorpe Power pursuant to this Section 18.2 on and
after the effective date of Georgia Power's filing under this Section shall be
subject to adjustment in accordance with the terms of such final FERC order.

If Oglethorpe Power or GSOC has not requested that Georgia Power file an
amendment to this Agreement to recognize a separate third-party coordination or
operating arrangement, and if, at the end of six months following a notice of
termination under Section 18.2(a), the FERC has not issued an order on Georgia
Power's filing, this Agreement shall remain in effect until the FERC issues an
order accepting Georgia Power's filing and otherwise permitting it to take
effect. The Parties agree to adhere to the terms of any notice of filing or
interim FERC order until the FERC issues a final order either establishing the
terms and conditions of an amendment to this Agreement or determining that a
successor arrangement between Georgia Power and Oglethorpe Power is not

necessary or appropriate. Once such final order is issued, any amounts
collected from Oglethorpe Power pursuant to this Section 18.2 on and after the
effective date of Georgia Power's filing under this Section shall be subject to
adjustment in accordance with the terms of such final FERC order. For purposes
of this Article, a "final FERC order" shall mean a FERC order which is no longer
subject to rehearing under the FERC's Rules of Practice and Procedure.

18.3 FERC Changes; Rights to Terminate. (a) Subject to the provisions of
this Section 18.3, either Georgia Power, Oglethorpe Power or GSOC may terminate
this Agreement, upon ninety (90) Days written notice to the other Party,
following the issuance of a final FERC order (i) rejecting this Agreement, (ii)
approving the same in a modified form where a material condition imposed by the
FERC is unacceptable to one or more Parties, or otherwise (iii) requiring
modification of this Agreement after it becomes effective, where a material
condition imposed by the FERC is unacceptable to one or more Parties; provided,
however, that no Party shall exercise such right to terminate after ninety (90)
Days following the expiration of all periods within which an appeal of such an
order could be filed by any person or entity.

(b) Notwithstanding the provisions of Section 3.2 and 18.2, any Party may
exercise its right to terminate this Agreement pursuant to Section 18.3(a). If
any Party exercises its right to terminate under Section 18.3(a), the Parties
agree to use their reasonable best efforts to negotiate a mutually acceptable
successor arrangement to this Agreement (to the extent necessary to recognize
and accommodate the interrelated nature of the Parties' transmission systems and
control area functions within the state of Georgia); provided, however, that
Georgia Power may, at any time during such negotiations, unilaterally file at
the FERC a notice of termination, effective no earlier than 90 Days following
the above notice, and a proposed successor arrangement with Oglethorpe Power to
the extent Georgia Power reasonably believes that the Parties will fail to reach
an

agreement on a successor arrangement prior to the end of ninety (90) Days after
notification of termination under this Section 18.3. Oglethorpe Power shall
have the right to challenge Georgia Power's proposed successor arrangement in
accordance with FERC regulations, shall have the right to request, pursuant to
FERC regulations, that the FERC accept an alternative arrangement between
Georgia Power and Oglethorpe Power, and shall have the right to enter into a
separate arrangement with any other party. However, any election by Oglethorpe
Power to enter into an arrangement with a third party shall not affect Georgia
Power's right to file a proposed successor agreement with Oglethorpe Power which
Georgia Power believes is necessary or appropriate in recognition of and to
accommodate the interrelated nature of the Parties' transmission systems and
control area functions within the state of Georgia. If the FERC has issued an
order as described in Section 18.3(a)(ii) or Section 18.3(a)(iii), and has not
issued a final order either (i) establishing the terms and conditions of a
successor arrangement between Georgia Power and Oglethorpe Power or (ii)
determining that a successor arrangement between Georgia Power and Oglethorpe
Power is not necessary or appropriate before the end of ninety (90) Days after
any Party's notification of termination to the other Parties, this Agreement
shall remain in effect until such order is issued. If the FERC issues an order
as described in Section 18.3(a)(i) prior to allowing this Agreement to go into
effect, the Coordination Services Agreement dated November 12, 1990 shall remain
in effect until a successor arrangement is filed and put into effect in
accordance with Section 18.1. If the FERC issues an order as described in
Section 18.3(a)(i) after allowing this Agreement to go into effect, the Parties
shall operate pursuant to whatever arrangement or agreement the FERC determines
is appropriate until a successor arrangement is filed and put into effect in
accordance with this Section 18.3. Any amounts collected from Oglethorpe Power
pursuant to this Section 18.3 shall be subject to adjustment in accordance with
the terms of a final FERC order accepting Georgia Power's

notice of termination and either (i) establishing the terms and conditions of a
successor arrangement between Georgia Power and Oglethorpe Power or (ii)
determining that a successor arrangement between Georgia Power and Oglethorpe
Power is not necessary or appropriate.

ARTICLE XIX

MISCELLANEOUS PROVISIONS

19.1 Approvals. (a) Oglethorpe Power, GSOC and Georgia Power commit to
use their best efforts to apply for promptly and to pursue diligently any
regulatory approvals necessary for the Parties to consummate transactions under
and otherwise comply fully with the terms of this Agreement. Oglethorpe Power
and GSOC represent that approval by the Rural Utilities Service (or its
successor) is not required in order for Oglethorpe Power and GSOC to execute and
implement this Agreement. This Section 19.1 is not intended to subject this
Agreement to the jurisdiction of any governmental authority that does not have
such jurisdiction over this Agreement at the time of execution of this
Agreement.

(b) It is further agreed that Georgia Power, Oglethorpe Power and GSOC
will actively support and defend this Agreement against any and all claims which
may prevent or delay the consummation of transactions under this Agreement, or
otherwise prevent the Parties from complying fully with the terms of this
Agreement, including any and all claims raised by any governmental authority.

19.2 Assignment. (a) Except to the extent provided in Section 19.2(b), (c)
and (d), neither Oglethorpe Power, GSOC nor Georgia Power may sell, assign or
otherwise transfer any or all of this Agreement or its respective rights, or
delegate any or all of its respective obligations, under this Agreement, at any
time, without the prior written consent of the other in each instance; provided,
however, that Georgia Power may assign this Agreement and its respective rights,
and delegate its

respective obligations, under this Agreement to a generation Affiliate
succeeding to substantially all of Georgia Power's interests in substantially
all of Georgia Power's intermediate steam and combustion turbine generating
facilities, without the consent of Oglethorpe Power and GSOC.

(b) Notwithstanding the provisions of Section 19.2(a), Georgia Power
acknowledges that it is aware of that certain Indenture dated as of March 1,
1997, from Oglethorpe Power to SunTrust Bank, Atlanta, as trustee (together with
any successors or assigns in the trust created thereby, the "Trustee") as the
same may hereafter be supplemented (the "Indenture"), and hereby consents to the
conveyance by Oglethorpe Power to the Trustee, of a security interest in this
Agreement as security for obligations of Oglethorpe Power issued or to be issued
pursuant to the Indenture; provided, however, that in no event shall the Trustee
convey or assign any interest in this Agreement to any other person or entity
without the prior written consent of Georgia Power in each instance. As a
consequence of the restrictions on assignability and conveyance under this
Section, the Trustee, shall have no right to sell or otherwise dispose of any
interest in this Agreement upon any Event of Default by Oglethorpe Power, as
defined in the Indenture, without the prior written consent of Georgia Power.
Georgia Power hereby agrees to accept any funds paid to it under this Agreement
on behalf of Oglethorpe Power by any entity as though such funds were paid
directly by Oglethorpe Power.

(c) Notwithstanding the provisions of Section 19.2(a), actions identified
herein as being accomplished by Georgia Power may be accomplished either by
Georgia Power or by its agent(s), and actions identified herein as being
accomplished by Oglethorpe Power may be accomplished either by Oglethorpe Power
or its agent(s); provided, however, that the Parties shall assume full and
primary responsibility for all actions undertaken by their agents.

(d) Notwithstanding the provisions of Section 19.2(a), the use of GSOC's
and GTC's employees to carry out Oglethorpe Power's obligations under this
Agreement, and the transfer to GTC and GSOC (as well as the ownership by GTC and
GSOC) of equipment necessary for Oglethorpe Power to carry out its obligations
under this Agreement, shall not constitute a violation by Oglethorpe Power of
the terms of this Agreement. Georgia Power hereby consents to Oglethorpe
Power's assignment of those rights, and delegation of those obligations, under
the CSA to GSOC as are necessary to perform the system operations services
contemplated by Oglethorpe Power's restructuring documents provided to Georgia
Power (as supplemented) commencing upon the effective date of such
restructuring; provided however, that such assignment and delegation shall not
expand or diminish the rights and obligations of Oglethorpe Power under this
Agreement.

19.3 Georgia Power's Agent. Wherever this Agreement requires Oglethorpe
Power or GSOC to provide information, schedules, notice or the like to, or to
take direction from, Georgia Power or its agent, Oglethorpe Power and GSOC shall
provide such information, schedules, notice or the like to, or take direction
from, whichever of Georgia Power, its agent or both that Georgia Power may
direct from time to time.

19.4 Cooperation. Georgia Power, Oglethorpe Power and GSOC agree to
cooperate with each other as reasonably necessary or appropriate to implement
the provisions and carry out the intent of this Agreement.

19.5 No Partnership. Oglethorpe Power, GSOC and Georgia Power do not
intend for this Agreement to, and this Agreement shall not, create any joint
venture, partnership, association taxable as a corporation, or other entity for
the conduct of any business for profit.

19.6 Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon any respective successors and assigns of Oglethorpe Power,
GSOC and Georgia Power.

19.7 No Third Party Benefit. Subject to the provisions of Section 19.2,
nothing in this Agreement shall be construed to create any duty, obligation or
liability of Georgia Power to any person or entity not a Party to this
Agreement. Subject to the provisions of Section 19.2, nothing in this Agreement
shall be construed to create any direct rights to or in favor of any person or
entity not a Party to this Agreement.

19.8 No Consequential Damages. (a) Notwithstanding any other provision of
this Agreement, Georgia Power shall not be liable to Oglethorpe Power or GSOC
for any indirect, incidental or consequential damages arising out of, due to, or
in connection with Georgia Power's performance or nonperformance of this
Agreement or any of its obligations herein, whether based on contract, tort
(including, without limitation, negligence), strict liability, warranty or
otherwise.

(b) Notwithstanding any other provision of this Agreement, Oglethorpe
Power and GSOC shall not be liable to Georgia Power for any indirect, incidental
or consequential damages arising out of, due to, or in connection with
Oglethorpe Power's and GSOC's performance or nonperformance of this Agreement or
any of their obligations herein, whether based on contract, tort (including,
without limitation, negligence), strict liability, warranty or otherwise;
provided; however, that nothing in this Section 19.8 shall limit or otherwise
affect Georgia Power's rights under Sections 8.7, 13.5 and 17.4.

19.9 No Affiliate Liability. Notwithstanding any other provision of this
Agreement, no Affiliate of Georgia Power (including without limitation any
Affiliate of Georgia Power acting as Georgia Power's agent where Georgia Power's
agent is given certain authorities hereunder) shall have any liability
whatsoever for any Party's performance, nonperformance or delay in performance
under this Agreement. Georgia Power may be liable for its Affiliates' actions,
failures to act, representations or omissions, in accordance with Article I.

19.10 Disclaimers of Warranty. (a) GEORGIA POWER, ON BEHALF OF ITSELF,
EACH OF ITS AFFILIATES AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS,
DIRECTORS, AGENTS, SUCCESSORS AND ASSIGNS, HEREBY DISCLAIMS ANY AND ALL EXPRESS,
IMPLIED OR STATUTORY WARRANTIES CONCERNING ANY OR ALL OF THE SERVICES OR ENERGY
(OR CAPACITY) TO BE SOLD BY GEORGIA POWER HEREUNDER OR CONCERNING ANY
INFORMATION FURNISHED BY GEORGIA POWER HEREUNDER, INCLUDING WITHOUT LIMITATION
ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AVAILABILITY, QUALITY, QUANTITY OR OTHERWISE.

(b) OGLETHORPE POWER, ON BEHALF OF ITSELF, EACH OF ITS AFFILIATES AND EACH
OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUCCESSORS AND
ASSIGNS, HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES
CONCERNING ANY OR ALL OF THE SERVICES OR ENERGY (OR CAPACITY) TO BE SOLD BY
OGLETHORPE POWER HEREUNDER OR CONCERNING ANY INFORMATION FURNISHED BY OGLETHORPE
POWER HEREUNDER, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, QUALITY,
QUANTITY OR OTHERWISE; PROVIDED, HOWEVER, THAT THIS SECTION 19.10(b) SHALL NOT
EXTINGUISH OR IN ANY WAY AFFECT OGLETHORPE POWER'S OBLIGATION TO INDEMNIFY
GEORGIA POWER UNDER SECTION 13.5(c).

19.11 Supply Constancy. Notwithstanding any other provision of this
Agreement, Georgia Power does not guarantee or warrant that it shall provide an
uninterrupted supply of capacity or energy to Oglethorpe Power under this
Agreement. Georgia Power shall not be in breach of this

Agreement by reason of, and shall have no liability whatsoever to Oglethorpe
Power for any failure to supply capacity or energy under this Agreement, for any
interruption in supply under this Agreement, or for any deficiency in the
quality of supply provided under this Agreement; provided however, that the
foregoing exculpatory clause shall not apply to any failure that is the direct
result of (i) any action of Georgia Power which is not consistent with Prudent
Utility Practice or (ii) Georgia Power's willful misconduct.

19.12 Time of Essence; No Waiver. Time is of the essence in this
Agreement. Neither Georgia Power's, Oglethorpe Power's nor GSOC's failure to
enforce any provision or provisions of this Agreement shall in any way be
construed as a waiver of any such provision or provisions as to any future
violation thereof, nor prevent it from enforcing each and every other provision
of this Agreement at such time or at any time thereafter. The waiver by either
Georgia Power, Oglethorpe Power or GSOC of any right or remedy shall not
constitute a waiver of its right to assert said right or remedy, at any time
thereafter, or any other rights or remedies available to it at the time of or
any time after such waiver.

19.13 Amendments. Except as otherwise provided in this Agreement, the
Parties agree that this Agreement may be amended by and only by a written
instrument duly executed by each of Oglethorpe Power, GSOC and Georgia Power,
which has received all regulatory approvals necessary for the effectiveness
thereof.

19.14 Superseding Effect. This Agreement satisfies in full the
Memorandum of Understanding between the Parties dated March 6, 1997, and
supersedes in their entirety both the Memorandum of Understanding and the CSA.

19.15 Notice. Any notice, request, consent or other communication
permitted or required by this Agreement shall be in writing and shall be deemed
given on the Day hand-delivered to the

officer identified below, or the third (3rd) Day after the same is deposited in
the United States Mail, first class postage prepaid, and if given to Georgia
Power shall be addressed to:

Georgia Power Company
c/o Southern Company Services
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Senior Vice President
Southern Wholesale Energy

If given to Oglethorpe Power shall be addressed to:
Oglethorpe Power Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Senior Vice President - Power Supply

If given to GSOC shall be addressed to:

Georgia System Operations Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Chief Operating Officer

unless Georgia Power, Oglethorpe Power or GSOC shall have designated a different
officer or address for itself by notice to the other Parties.

19.16 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

19.17 Article and Section Headings. The descriptive headings of the
various Articles, Sections and Parts of this Agreement and the Exhibits hereto
have been inserted for convenience of reference only and shall in no way modify
or restrict any of the terms or provisions hereof.

19.18 Including. Wherever the term "including" is used in this
Agreement, such term shall not be construed as limiting the generality of any
statement, clause, phrase or term.

19.19 Governing Law. The validity, interpretation and performance of
this Agreement and each of its provisions shall be governed by the laws of the
State of Georgia.

19.20 Section 206 Rights. Unless otherwise provided in this Agreement,
Oglethorpe Power shall retain any and all rights it may have under Section 206
of the Federal Power Act.

IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement under seal in Atlanta, Georgia, as of the date set forth in the
introductory paragraph hereof.

GEORGIA POWER COMPANY
ATTEST:

/s/ Cherry ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------- ----------------------
Name: Cherry ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Corporate Secretary Senior Vice President
Georgia Power Company

(CORPORATE SEAL)

IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement under seal in Atlanta, Georgia, as of the date set forth in the
introductory paragraph hereof.

OGLETHORPE POWER
CORPORATION (AN ELECTRIC
MEMBERSHIP CORPORATION)

ATTEST:

/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------- --------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary Senior Vice President
Power Supply

(CORPORATE SEAL)

IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement under seal in Atlanta, Georgia, as of the date set forth in the
introductory paragraph hereof.

GEORGIA SYSTEM OPERATIONS
CORPORATION

ATTEST:

/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Chief Operating Officer

(CORPORATE SEAL)

Exhibit A

Member Systems:
Oglethorpe Power Corporation
Georgia Transmission Corporation
Georgia System Operations Corporation

Altamaha EMC
Amicalola EMC
Canoochee EMC
▇▇▇▇▇▇▇ EMC
Central Georgia EMC
Coastal EMC
▇▇▇▇ EMC
Colquitt EMC
Coweta-Fayette EMC
Excelsior EMC
Flint EMC
▇▇▇▇▇ EMC
Greystone Power Corp.
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
▇▇▇▇▇ 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 B

Commitment Cost Rate

(a) On Friday of each week of the Term of this Agreement and at other
times Georgia Power or its agent deems appropriate, Georgia Power or its agent
shall perform unit commitment studies for units under Southern Dispatch for
three scenarios extending for a minimum of seven (7) Days. The base case will
include all projected Southern Company system load as well as all off-system
transactions proposed by the customers and by Southern Companies. The two
additional cases will include all items from the base case plus a 400 MW load
increase for all Hours in one case and a 400 MW load decrease in all Hours of
the other case. Georgia Power or its agent may use reasonable allocations and
approximations in performing these studies. For each change case, the
commitment cost will be determined as the difference in the total production
cost, including start-up costs, between the change case and the base case over
the seven (7) succeeding Days less the cost of the 400 MW load increase, or
decrease, based on the average of the marginal cost of the respective change
case and the base case. If the marginal cost of the 400 MW load exceeds the
difference in production cost for either case, the commitment cost for that
change case will be deemed to be zero (0). The resulting commitment cost, if
any, for the two change cases will be added and this total will be divided by
800 MW and divided by seven (7) days to determine the Commitment Cost Rate. If
the Commitment Cost Rate exceeds the Maximum Commitment Cost Rate determined
pursuant to paragraph (b) below, the Commitment Cost Rate shall be deemed to be
the Maximum Commitment Cost Rate. If the Commitment Cost Rate is less than the
Minimum Commitment Cost Rate determined pursuant to paragraph (b) below, the
Commitment Cost Rate shall be deemed to be the

Minimum Commitment Cost Rate. If, within the seven (7) Day period used to
determine the Commitment Cost Rate, a revised projection of unit commitment
would result in a change in the Commitment Cost Rate of ten percent (10%) or
more, Georgia Power or its agent will issue a revised Commitment Cost Rate
effective for the remainder of the weekly period or until another adjustment
pursuant to this sentence is warranted.

(b) The Maximum Commitment Cost Rate shall be $90/megawatt-Day and the
Minimum Commitment Cost Rate shall be $10/megawatt-Day; provided, however, that
if either the Maximum Commitment Cost Rate or the Minimum Commitment Cost Rate
is utilized for more than ten percent (10%) of the weekly calculations described
in paragraph (a) within a single Year, upon written request by any Party to the
other Parties, the Parties will discuss adjustments to the Maximum Commitment
Cost Rate and the Minimum Commitment Cost Rate.

Exhibit C

Regulation Energy Variance Rates

The following table of rates shall be applicable from the Effective Date
until the earlier of December 31, 1997 or the issuance of a "final order" on the
Open Access Transmission Tariff of Southern Companies (Docket No. OA96-27-000).
On each succeeding January 1 and on each date FERC permits a change to the
charge for Regulation and Frequency Response Service contained in the Open
Access Transmission Tariff of Southern Companies, the rates shall be adjusted,
in accordance with the procedure described herein.

-----------------------------------------------
Equivalent Occurrences Rate ($/MWH)
-----------------------------------------------

1 - 200 $ 15
-----------------------------------------------
201 - 600 $ 25
-----------------------------------------------
601 -1200 $ 45
-----------------------------------------------
1201 or more $ 70
-----------------------------------------------

For each adjustment period, the rates above shall be adjusted by the ratio
(expressed to six (6) decimal places) of:

(a) the amount, rounded to the nearest whole dollar value, determined by
(i) the portion of the charge for Regulation and Frequency Response
Service in the then current Open Access Transmission Tariff of
Southern Companies associated with heat rate degradation, expressed in
dollars per kilowatt year to six (6) decimal places ($1.091468 as of
August 1, 1997), multiplied by (ii) the OPC Territorial Load
coincident with the most recent calendar year twelve (12) monthly peak
loads in the Southern Control Area, rounded to the nearest one
thousand kilowatts

Exhibit C page 1 of 2

(3,832,000 kW based on 1996 loads at Level B-1), divided by (iii)
Oglethorpe Power's L10, based on the maximum OPC Territorial Load for
the most recent calendar year, rounded to the nearest whole megawatt
(51 MW based on a 1996 peak load of 5249 MW at Level B-1),

divided by

(b) $82,010 (the calculation resulting from the values noted in (a)
above), and then rounded to the nearest whole dollar per megawatt hour
($/MWH).

Equivalent Occurrences during any given Month shall equal the sum of the
number of Hours in which Oglethorpe Power incurred a charge for Regulation
Energy Variance in the preceding 365 Days that Oglethorpe Power did not
purchase short term Regulation Service.

The Parties may agree to alter the ratios of cost and the durations of
hourly occurrences associated with each rate level by mutual agreement for
any agreed adjustment period (as described above), provided however, that
such agreement does not bind the Parties to apply the revised ratios or the
hourly occurrence levels to any subsequent period.

Exhibit C page 2 of 2

Exhibit D

Regulation and Spinning Reserve Requirements Rates

The following table of rates shall be applicable from the Effective Date
until the earlier of December 31, 1997, or the issuance of a "final order" on
the Open Access Transmission Tariff of Southern Companies (Docket No.
OA96-27-000). On each succeeding January 1 and on each date FERC permits a
change to the charge for Regulation and Frequency Response Service or
Operating Reserve - Spinning Reserve Service contained in the Open Access
Transmission Tariff of Southern Companies, the rates shall be adjusted, in
accordance with the procedure described herein.

-----------------------------------------------
Rate ($/MWH)
-----------------------------------------------

Off-Peak Hours $ 45
-----------------------------------------------
Critical Hours $ 446
-----------------------------------------------
On-Peak Hours
Equivalent Occurrences
-----------------------------------------------
1 - 40 $ 45
-----------------------------------------------
41 - 110 $ 135
-----------------------------------------------
111 - 200 $ 260
-----------------------------------------------
201 or more $ 446
-----------------------------------------------

For each adjustment period, the rates above shall be adjusted by the ratio
(expressed to six (6) decimal places) of:

Exhibit D page 1 of 3

rate degradation, expressed in dollars per kilowatt year to six (6)
decimal places ($1.506741 as of August 1, 1997) multiplied by the OPC
Territorial Load coincident with the most recent calendar year twelve
(12) monthly peak loads in the Southern Control Area, rounded to the
nearest one thousand kilowatts (3,832,000 kW based on 1996 loads at
Level B-1), plus (ii) the charge for Operating Reserve - Spinning
Reserve Service in the then current Open Access Transmission Tariff of
Southern Companies expressed in dollars per kilowatt year to six (6)
decimal places ($1.800079 as of August 1, 1997) multiplied by the OPC
Territorial Load coincident with the 1996 twelve (12) monthly peak
loads in the Southern Control Area, rounded to the nearest one
thousand kilowatts (3,832,000 kW based on 1996 loads at Level B-1),
all divided by (iii) Oglethorpe Power's Regulation Requirement,
rounded to the nearest whole megawatt (80 MW based on 1996 loads of
3,832 MW at Level B-1) plus Oglethorpe Power's Spinning Reserve
Requirement, rounded to the nearest whole megawatt (80 MW based on
1996 loads of 3,832 MW at Level B-1),

divided by

(b) $79,198 (the calculation resulting from the values noted in (a)
above), and then rounded to the nearest whole dollar per megawatt hour
($/MWH).

Equivalent Occurrences during any given Month shall equal the sum (with any
resulting fraction being truncated) of the number of Hours in which
Oglethorpe Power incurred a charge for Regulation and Spinning Reserve
Requirements in the preceding 365 Days that Oglethorpe Power did not
purchase short term Spinning Reserve Service, accumulated in the

Exhibit D page 2 of 3

following manner: (i) Off-Peak Hours divided by 4.5, plus (ii) On-Peak
Hours, plus (iii) Critical Hours.

Critical Hours are the Hours in which the Southern Control Area operator
has declared, for other than economic reasons or transmission constraints,
that (a) an Alert Level 3 or 4 condition exists or (b) an Alert Level 2
condition exists and the Control Area operator has called for (i) operation
of any resource at valves wide open or over pressure, (ii) operation of
non-company owned standby generation, (iii) interruption of any contract
interruptible load, or (iv) curtailment of any off-system transaction for
other than economic reasons or transmission constraints. The Oglethorpe
Power system operator shall be notified at the time the Southern Control
Area operator implements an event which results in a Critical Hour.

On-Peak Hours are the Hours defined as on-peak in NERC's Inadvertent
Interchange Energy Accounting Practices, which are not Critical Hours.

Off-Peak Hours are the Hours defined as off-peak in NERC's Inadvertent
Interchange Energy Accounting Practices, which are not Critical Hours.

Exhibit D page 3 of 3

Exhibit E

Supplemental Reserve Requirement Rates

The following table of rates shall be applicable from the Effective Date until
the issuance of a "final order" on the Open Access Transmission Tariff of
Southern Companies (Docket No. OA96-27-000). On each date FERC permits a change
to the charge for Operating Reserve - Supplemental Reserve Service contained in
the Open Access Transmission Tariff of Southern Companies, the rates shall be
adjusted, in accordance with the procedure described herein.

-----------------------------------------------
Rate ($/MWH)
-----------------------------------------------

Off-Peak Hours $ 35
-----------------------------------------------
Critical Hours $286
-----------------------------------------------
On-Peak Hours
Equivalent Occurrences
-----------------------------------------------
1- 40 $ 35
-----------------------------------------------
41-110 $ 85
-----------------------------------------------
111-200 $170
-----------------------------------------------
201 or more $286
-----------------------------------------------

For each adjustment period, the rates above shall be adjusted by the ratio
(expressed to six (6) decimal places) of:

(a) the amount, rounded to the nearest whole dollar value, determined by
(i) the charge for Operating Reserve -Supplemental Reserve Service in
the then current Open Access Transmission Tariff of Southern Companies
expressed in dollars per kilowatt year to six (6) decimal places
($1.070156 as of August 1, 1997) multiplied by the OPC Territorial
Load coincident with the 1996 twelve (12) monthly peak loads in the

Exhibit E page 1 of 3

Southern Control Area, rounded to the nearest one thousand kilowatts
(3,832,000 kW based on 1996 loads at Level B-1), divided by (ii)
Oglethorpe Power's Supplemental Reserve Requirement, rounded to the
nearest whole megawatt (80 MW based on 1996 loads of 3,832 MW at
Level B-1),

divided by

(b) $51,260 (the calculation resulting from the values noted in (a)
above), and then rounded to the nearest whole dollar per megawatt hour
($/MWH).

Equivalent Occurrences during any given Month shall equal the sum (with any
resulting fraction being truncated) of the number of Hours in which
Oglethorpe Power incurred a charge for Supplemental Reserve Requirements in
the preceding 365 Days that Oglethorpe Power did not purchase short term
Supplemental Reserve Service, accumulated in the following manner: (i)
Off-Peak Hours divided by 4.5, plus (ii) On-Peak Hours, plus (iii) Critical
Hours.

Exhibit E page 2 of 3

transmission constraints. The Oglethorpe Power system operator shall be
notified at the time the Southern Control Area operator implements an event
which results in a Critical Hour.

On-Peak Hours are the Hours defined as on-peak in NERC's Inadvertent
Interchange Energy Accounting Practices, which are not Critical Hours.

Off-Peak Hours are the Hours defined as off-peak in NERC's Inadvertent
Interchange Energy Accounting Practices, which are not Critical Hours.

Exhibit E page 3 of 3

Exhibit F
Short Term Control Area Services Rates

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

Short Term 30 Days 120 Days
Control Area minimum duration minimum duration
Services
-------------------------------------------------------------------------------------
Regulation Service $667 per MW per Day times $333 per MW per Day
current L10 times current L10
-------------------------------------------------------------------------------------
Spinning Reserve $1000 per MW per Day $500 per MW per Day
Service times current Regulation and times current Regulation and
Spinning Reserve Requirement Spinning Reserve Requirement
-------------------------------------------------------------------------------------
Supplemental $667 per MW per Day $333 per MW per Day
Reserve Service times current Supplemental times current Supplemental
Reserve Requirement Reserve Requirement
-------------------------------------------------------------------------------------

The above rate table is applicable through December 31, 1998. On or before
October 1 of each Year of the Term after 1997, Georgia Power will update the
above rate table, by written notice to Oglethorpe Power, to become effective the
following January 1 of each Year of the Term. If any Party provides notice of
termination, in accordance with the terms of this Agreement, prior to December 1
of any Year of the Term, the then effective rate schedule for Short Term Control
Area Services shall remain effective until the earlier of (i) initialization of
Territorial Control Area Services purchases at the rates in the Open Access
Transmission Tariff of Southern Companies in accordance with the terms of this
Agreement or (ii) a Georgia Power proposed amendment to this Agreement is
accepted for filing and otherwise permitted to take effect by the FERC.

Exhibit F page 1 of 1

REVISED AND RESTATED COORDINATION SERVICES AGREEMENT Between and Among Georgia Power Company, Oglethorpe Power Corporation and Georgia System Operations Corporation

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