<PAGE>
                                                                   EXHIBIT 10.66

                        POWER PURCHASE AND SALE AGREEMENT
                                      AMONG
                           LG&E POWER MARKETING INC.,
                                LG&E ENERGY CORP.
                                       AND
                          OGLETHORPE POWER CORPORATION
        (AN ELECTRIC MEMBERSHIP GENERATION AND TRANSMISSION CORPORATION)

                          Dated as of November 19, 1996
<PAGE>

                        POWER PURCHASE AND SALE AGREEMENT
                                      AMONG
                           LG&E POWER MARKETING INC.,
                                LG&E ENERGY CORP.
                                       AND
                          OGLETHORPE POWER CORPORATION
        (AN ELECTRIC MEMBERSHIP GENERATION AND TRANSMISSION CORPORATION)

                                Table of Contents                           Page

Article 1. Definitions.........................................................2

Article 2. Purchases and Sales.................................................3
              2.1. Sales by LPM................................................3
              2.2. Sales by OPC................................................4
                   2.2.1. Must Run Resources...................................4
                   2.2.2. Dispatchable OPC Resources...........................4
                   2.2.3. Manner of Request....................................5
              2.3. Remedy for Breach of MW Representation......................5
              2.4. Customer Choice Load........................................5
              2.5. Failure to Deliver or Receive...............................6
              2.6. Stranded Costs..............................................7

Article 3. OPC Resources.......................................................7
              3.1.  OPC Contracts..............................................7
              3.2.  Information on OPC Resources and System....................8
              3.3.  Allocation of OPC Resources................................8
              3.4.  RESERVED...................................................8
              3.5.  Dispersed Generation.......................................8
              3.6.  Load Management............................................8
              3.7.  Hartwell Fuel..............................................9
              3.8.  Coal.......................................................9
              3.8.1 [**].......................................................9
              3.8.2 [**].......................................................9
              3.8.3 [**].......................................................9
              3.9.  SEPA Energy................................................9
              3.10. Block Power Sale Agreements................................9
              3.11. New Resources..............................................9
              3.12. Emission Allowances[**]....................................9
                                                                             
Article 4. Transmission........................................................9
              4.1. Transmission and Scheduling.................................9
              4.2. Title and Risk of Loss.....................................10

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       i
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              4.3. Scheduling.................................................10
              4.4. Delivery Points............................................10
              4.5. Transformer and Transmission Loss Adjustments..............10
              4.6. Imbalances and Regulation Deviation Errors.................10
              4.7. Non-Territorial Contractual Delivery Obligations...........11
              4.8. Control Area...............................................11
              4.9. Other OPC or GTC Responsibilities..........................11

Article 5. Price .............................................................12
              5.1    OPC's Contract Price.....................................12
              5.2    [**].....................................................12
              5.3    LPM's Contract Price.....................................12
              5.4    Amounts Due to OPC and LPM...............................12
              5.4.1. [**].....................................................12
              5.4.2. RESERVED.................................................12
              5.4.3. Rocky Mountain "True-Up" Adjustment......................12
              5.4.4. RESERVED.................................................12
              5.4.5. [**].....................................................13
              5.4.6. [**].....................................................13
              5.4.7. [**].....................................................13
              5.4.8. [**].....................................................13
              5.5    RESERVED.................................................13
              5.6    Levelized Payments.......................................13

Article 6. Term ..............................................................13
              6.1.   Term.....................................................13
              6.2.   [**].....................................................14


Article 7. Confidential Information...........................................14
              7.1.   Prior Confidentiality Agreement Superseded; 
                     Authorization to Use Information.........................14
              7.2.   Authorized Disclosure....................................14
              7.3.   Return of Confidential Information.......................15
              7.4.   Right to Remedies........................................15
              7.5.   Georgia Trade Secrets Act................................15


Article 8. Billing, Payment and Records.......................................15
              8.1.   Billing Statements.......................................15
              8.2.   Offset of Payment Obligations............................16
              8.3.   Payments.................................................16
              8.4.   Audit Rights.............................................16
              8.5.   Subsequent Payment Adjustments...........................17
              8.6.   Records..................................................17


Article 9. Taxes .............................................................17
              9.1.   Seller's Obligation......................................17

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       ii
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              9.2.   Buyer's Obligation.......................................17
              9.3.   Exemption Certificates...................................17
              9.4.   [**].....................................................17

Article 10. Indemnification and Remedies......................................18
             10.1.   General Indemnity........................................18
             10.2.   Limitation on Remedies...................................18
             10.3.   Duty to Mitigate.........................................18
             10.4.   DISCLAIMER...............................................18
             10.5.   [**].....................................................18

Article 11. Conditions Precedent to Extension of Term.........................19
             11.1.   Regulatory Authorizations................................19
             11.2.   OPC Restructuring........................................19
             11.3.   Administrative Procedures................................19

Article 12. Representations and Warranties....................................19
             12.1.   Mutual Representations...................................20
             12.2.   Additional OPC Representations...........................20
             12.3.   Additional LG&E Parties Representations..................21
             12.4.   Mutual Assistance........................................21
             12.5.   Good Title...............................................21
             12.6.   Power Quality............................................21
             12.7.   Other Contracts..........................................21
             12.8.   Continuing Representations and Warranties................21

Article 13. Defaults and Remedies.............................................22
             13.1.   Events of Default........................................22
             13.2.   Early Termination; Remedies..............................22
             13.3.   [**].....................................................23
             13.4.   Failure to Pay...........................................23
             13.5.   Effect of Regulation.....................................23
             13.6.   Notice to LEC............................................23

Article 14. Arbitration.......................................................23
             14.1.   Applicability; Selection of Arbitrators..................23
             14.2.   Discovery, Hearing.......................................24
             14.3.   Decision.................................................25
             14.4.   Expenses.................................................25

Article 15. Force Majeure.....................................................25
             15.1.   Effect of Force Majeure..................................25

Article 16. Material Changes..................................................25
             16.1.   [**].....................................................25
             16.2.   [**].....................................................25

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       iii
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Article 17. Miscellaneous.....................................................26
             17.1.   Assignment...............................................26
                     17.1.1. General..........................................26
                     17.1.2. Assignment for Security..........................26
             17.2.   Notices..................................................26
             17.3.   Applicable Law...........................................27
             17.4.   Survival of Obligations..................................27
             17.5.   Entire Agreement.........................................27
             17.6.   No Partnership...........................................27
             17.7.   Amendment................................................27
             17.8.   Third Parties............................................27
             17.9.   Waiver...................................................27
             17.10.  Character of Sales by OPC................................27
             17.11.  Severability.............................................27
             17.12.  RESERVED.................................................28
             17.13.  Headings.................................................28
             17.14.  Counterparts.............................................28
             17.15.  LEC Obligations..........................................28
                     17.15.1. Failure of Performance of LPM...................28
                     17.15.2. Further Covenants of LEC........................28
                     17.15.3. No Discharge....................................28
             17.16.  Administration...........................................29
             17.17.  Scheduling Members.......................................30
             17.18.  Further Assurances.......................................30
             17.19.  RUS Approval.............................................30
             17.20.  Other....................................................30

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       iv

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                                   Schedule A

                                    Exhibits

1.25(iii)  Energy Costs for Certain OPC Resources
1.25(iv)   Energy Costs for Qualifying Facilities
1.43       Level B-1 Diagram
1.62       EMC Customers
2.1        Off-System Sales Contracts
2.2.1      [**]
2.2.2      [**]
3.2(i)     OPC Resources
3.2(ii)    [**]
3.3        LPM's Share of OPC Resources
3.8.1      [**]
3.8.3      [**]
4.1(b)     [**]
5.3        LPM Sales Price
5.4.1(a)   [**]
5.4.1(b)   [**]
5.4.5      [**]
5.4.6      [**]
5.4.7(a)   [**] 
5.4.7(b)   [**] 
5.4.8(a)   [**] 
5.4.8(b)   [**]
17.2       Notices and Payment
17.17      Lists of Scheduling Members
18         Map of EMC Service Territory

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       v
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                        POWER PURCHASE AND SALE AGREEMENT
                                      AMONG
                            LG&E POWER MARKETING INC.
                                LG&E ENERGY CORP.
                                       AND
                          OGLETHORPE POWER CORPORATION
        (AN ELECTRIC MEMBERSHIP GENERATION AND TRANSMISSION CORPORATION)

         This Power Purchase and Sale Agreement dated as of November 19, 1996,
together with permitted amendments ("Agreement") is entered into by and among
Oglethorpe Power Corporation (An Electric Membership Generation and Transmission
Corporation), a corporation organized and existing under Title 46 of the
Official Code of Georgia Annotated, together with any permitted successor or
assign ("OPC"), LG&E Energy Corp., a corporation organized and existing under
the laws of the Commonwealth of Kentucky, together with any permitted successor
or assign ("LEC"), and LG&E Power Marketing Inc., a corporation organized and
existing under the laws of the State of California, together with any permitted
successor or assign ("LPM") (collectively, LEC and LPM are referred to herein as
"LG&E Parties").

                                   WITNESSETH

         WHEREAS, OPC is an electric generation corporation which operates on a
cooperative basis and which supplies certain electric requirements of its member
cooperatives for electric power and energy supplied to their wholesale and
retail customers;

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

         WHEREAS, LPM is an indirect, wholly owned subsidiary of LEC;

         WHEREAS, the existing OPC Resources are demonstrably insufficient to
supply the anticipated peak electric requirements of OPC and its member
cooperatives in 1998, in light of the 1996 Official Load Forecast, and the
termination of uneconomic existing power purchase resources;

         WHEREAS, OPC has reasonably determined that it is not economically
efficient at this time for OPC to plan for the construction or acquisition of
additional generating facilities to supply the electric requirements of OPC and
its member cooperatives, and that the native load electric requirements of its
cooperative members can economically and efficiently be supplied through the
purchase from a power marketer of such requirements for electric energy;


**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.
<PAGE>

         WHEREAS, in accordance with such strategic plan for serving its member
cooperatives, OPC has requested bids from various power marketers, and LPM has
been selected as a successful bidder to supply certain electric requirements of
its member cooperatives;

         WHEREAS, the Parties recognize that OPC's right to require LPM to
procure coal for OPC's fossil resources in accordance with the terms
contemplated herein represents a material part of the consideration to OPC for
execution of this Agreement;

         WHEREAS, LPM desires to purchase Electric Energy from OPC for resale
(i) to OPC at prices consistent with this Agreement and (ii) to third parties at
such prices as LPM shall determine;

         WHEREAS, the Parties believe that their respective objectives can be
achieved if OPC sells to LPM a portion of the Electric Energy that OPC is
obligated to take or purchase from Must Run Resources and offers to sell to LPM
certain other Electric Energy which OPC is entitled to take or purchase, as more
specifically set forth herein, and LPM agrees to supply OPC at wholesale with
Electric Energy it has purchased from OPC or from other sources;

         WHEREAS, the Parties recognize that this Agreement is one of two power
purchase and sales agreements OPC is currently arranging with power marketers in
order to supply certain electric requirements of its member cooperatives, and
that the administration and implementation of this Agreement will require
coordination with the administration and implementation under the other
agreement; and

         WHEREAS, the Parties recognize that Scheduling Members may enter into
purchase and sale agreements with power marketers;

         WHEREAS, the Parties recognize that OPC may in the future enter into
additional agreements with power marketers to serve Customer Choice Load or
other load growth not served under this Agreement; provided, that such
additional agreements shall not interfere with OPC's ability to perform under
this Agreement.

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

                                   Article 1.

                                   Definitions

         All capitalized terms used herein and not otherwise defined, whether
singular or plural, shall have the respective meanings set forth in Schedule A.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural number the singular. Whenever 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


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the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. Any reference in this Agreement to "Section,"
"Article," "Exhibit" or "Schedule" shall be references to this Agreement. Unless
the context requires otherwise, any reference in this Agreement to any document
shall mean such document and all schedules, exhibits, and attachments thereto as
amended and in effect from time to time. Unless otherwise stated, any reference
in this Agreement to any person shall include its permitted successors and
assigns and, in the case of any governmental authority, any person succeeding to
its functions and capacities. The words "hereof," "herein," "hereto" and
"hereunder" and words of similar import when used in this Agreement shall,
unless otherwise expressly specified, refer to this Agreement as a whole and not
to any particular provision of this Agreement. Whenever the term "including" is
used herein in connection with a listing of items included within a prior
reference, such listing shall be interpreted to be illustrative only, and shall
not be interpreted as a limitation on or exclusive listing of the items included
within the prior reference.

         In the event of a conflict between the text of this Agreement and any
Exhibit or Schedule, the terms of the Agreement shall prevail. The Parties
acknowledge that each Party and its counsel have reviewed and revised this
Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.

                                   Article 2.

                               Purchases and Sales

         2.1. Sales by LPM. (a) In each Interval of the Term, LPM shall sell and
deliver, or cause to be delivered, and OPC shall purchase and receive, or cause
to be received, an amount of Electric Energy equal to the sum of (i) LPM's Share
of OPC Load in that Interval, plus (ii) LPM's Share of OPC Off-System Sales in
that Interval, plus (iii) LPM's Share of Customer Choice Load in that Interval.
This Agreement shall constitute the single agreement under which LPM is
obligated to supply at wholesale Electric Energy to serve LPM's Share of OPC
Load, LPM's Share of Customer Choice Load, and LPM's Share of OPC Off-System
Sales in accordance with the terms hereof, and no further request, schedule or
agreement by OPC is needed.

         (b) The Parties recognize and agree [**] (iii) neither of the 
foregoing shall entitle LPM to avoid its obligations hereunder or to adjust 
the LPM Sales Price, except as expressly permitted under the provisions of 
this Agreement.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


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         (c) In lieu of selling or buying Electric Energy, LPM reserves the
right to broker Electric Energy from or to Louisville Gas and Electric Company
and OPC agrees to accept or supply such Electric Energy pursuant to its
Interchange Agreement or other existing contracts with Louisville Gas and
Electric Company in complete satisfaction of LPM's obligations hereunder;
provided, that any such arrangements shall be performed at a price and under
terms and conditions that are the same as those specified herein; and provided,
further, that OPC shall have no obligation to participate in any such
arrangement unless LPM establishes to OPC's satisfaction that Louisville Gas and
Electric Company has all requisite regulatory authorization to perform in
accordance with the foregoing.

         (d) LPM shall be obligated within [**] hours after OPC's request to
bid on a case by case basis to serve all of the requirements of [**] and in
excess of the [**] referenced in Section 2.1(e). To the extent OPC accepts
such bid, then LPM shall be obligated to serve 100% of such excess requirements
in accordance with such bid, and such excess requirements shall be included in
LPM's Share of OPC Load. Notwithstanding anything to the contrary contained in
this Agreement, OPC or [**] shall have the right to seek and accept bids from
third parties to serve all the excess requirements described in this paragraph
(d).

         (e) LPM shall be obligated to supply at the LPM Sales Price up to 100%
of [**]. Such load may be served by OPC through sales directly to [**] or
indirectly through sales by OPC to [**]. Such sales shall be included in LPM's
Share of OPC Load.

         2.2. Sales by OPC. OPC shall on a real time basis inform LPM of LPM's
Share of OPC Resources, including Must Run Resources and Dispatchable Resources,
that are available for the delivery of OPC Energy, in accordance with the terms
of this Agreement, the OPC Contracts and the Administrative Procedures.

                  2.2.1. Must Run Resources. In each Interval of the Term, OPC
         shall sell and LPM shall purchase all of the OPC Energy from LPM's
         Share of OPC Resources associated with Must Run Resources (other than
         purchased power resources) that are actually available during such
         Interval. OPC represents that the Must Run Resources are currently as
         of the Effective Date and shall, except for Allowed Must Run Outage
         Hours, remain during each Interval of the Term capable of the
         production and sale of at least [**] set forth in Exhibit 3.2(i).
         Exhibit 2.2.1 sets forth by calendar quarter, the number of hours
         ("Allowed Must Run Outage Hours") for which the Must Run Resources may
         generate [**] set forth in Exhibit 3.2(i).

                  2.2.2. Dispatchable OPC Resources. (a) With respect to
         Dispatchable Resources, OPC hereby offers to sell to LPM on an
         exclusive basis, and LPM has the exclusive right, but not the
         obligation, to purchase from OPC any OPC Energy from LPM's Share of OPC
         Resources associated with Dispatchable Resources which is available
         during each Interval of the Term. OPC represents that the Dispatchable
         Resources (other than purchased power resources) are currently as of
         the Effective Date

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       4
<PAGE>

         and shall, except for Allowed Dispatchable Outage Hours, remain during
         each Interval of the Term capable of the production and sale [**] set
         forth in Exhibit 3.2(i), and that LPM shall have the right, during each
         Interval during the Term to Schedule Electric Energy from each
         Dispatchable Resource to the extent of its availability. Exhibit 2.2.2
         sets forth by Summer and Non-Summer Period designation the number of
         hours ("Allowed Dispatchable Outage Hours") for which the Dispatchable
         Resources may generate [**] set forth in Exhibit 3.2(i).

                  (b) LPM shall effect the acceptance of an OPC offer made
         pursuant to paragraph (a) of this Section 2.2.2 by complying with the
         provisions of 2.2.3 and the Scheduling procedures set forth in Article
         4. OPC shall sell and LPM shall purchase all such Electric Energy
         Properly Requested by LPM.

                  2.2.3. Manner of Request. LPM shall Properly Request OPC
         Energy from LPM's Share of OPC Resources through (i) a recorded
         telephone conversation between the Parties, or (ii) such other method
         of communication, including electronic communication, as the
         Administrative Committee may determine is appropriate. Such requests
         shall be confirmed in the manner, if any, established by the
         Administrative Committee for the type of communication in question. The
         Parties agree not to contest or assert any defense to the validity or
         enforceability of telephonic requests under Laws relating to whether
         certain agreements are to be in writing or signed by the party to be
         thereby bound, or the authority of any employee of such Party to make
         such communication. Each Party consents to the recording of its
         representatives' telephone conversations without any further notice.
         All recordings or electronic communications may be introduced into
         evidence to prove oral agreements between the Parties.

         2.3. Remedy for Breach of MW Representation. If at any time during the
Term either OPC's representation set forth in Section 2.2.1 or Section 2.2.2(a)
ceases to be correct (i.e. the OPC Resource is not capable of producing the
required Mws), [**]

         2.4. Customer Choice Load. (a) Subject to paragraph (b) below, LPM
shall be obligated to serve [**] of the requirements for Electric Energy of
any Customer Choice Customer [**]; provided, that such obligation shall not
entitle LPM to serve any portion of such requirements, and OPC or the EMC
Customers shall have the right to seek and accept bids from third parties for
all or any portion of such requirements; and provided further, that LPM shall
have the option but not the obligation to submit a bid to serve a greater
percentage than that designated above of any such Customer Choice Customer's
requirements on such price and other terms as may be mutually agreeable with OPC
or the affected EMC.

         (b) LPM shall be obligated within [**] hours after OPC's request to
bid on a case by case basis to serve all of the requirements of (i) any Customer
Choice Customer [**] and (ii) any Customer Choice Customer whose load is [**], 
at such price and on such other terms as may be acceptable to LPM. To the
extent OPC accepts such bid, then LPM shall be obligated to 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       5
<PAGE>

serve 100% of such Customer Choice Customer's requirements in accordance with
such bid, and such requirements shall be included in LPM's Share of Customer
Choice Load. Notwithstanding anything to the contrary contained in this
Agreement, OPC or an EMC shall have the right to seek and accept bids from third
parties to serve all of the requirements of the Customer Choice Customers
described in this paragraph (b).

         (c) The aggregate of all Customer Choice Load that LPM either is
obligated to serve, or agrees to serve, as the case may be, shall be LPM's Share
of Customer Choice Load.

         (d) The price applicable to LPM's Share of Customer Choice Load shall
be the Customer Choice Price; provided, that if LPM offers, other than pursuant
to this Agreement, to directly serve a Customer Choice Customer at a price that
is less than the applicable Customer Choice Price, then LPM shall be obligated
to serve 100% of the requirements of such Customer Choice Customer under this
Agreement at a comparable price.

         2.5. Failure to Deliver or Receive. (a) Unless excused by Force
Majeure or the unexcused failure of Buyer's performance, if Seller fails to
deliver, or cause to be delivered, the Contract Quantity, [**]

         (b) Unless excused by Force Majeure or the unexcused failure of
Seller's performance, if Buyer fails to receive, or cause to be received, the
Contract Quantity, [**]

         (c) The parties recognize that GSOC shall be responsible for
maintaining the stability and reliability of OPC's generation and GTC's
transmission system. OPC or its designee, GSOC, shall use commercially
reasonable efforts to provide LPM with advance notice of possible transmission
constraints, voltage deterioration, or similar system events or occurrences that
might result in a prospective failure by, or inability of OPC to Schedule or
deliver Electric Energy Properly Requested by LPM, such that LPM, to the extent
practicable, shall be able to determine whether or not to modify the OPC
Resources from which it desires to receive Electric Energy or the amount thereof
or to bear the risk associated with its original request, and OPC and LPM shall
each use commercially reasonable efforts to discuss and agree upon the necessary
redispatching. In the event OPC and LPM are unable to agree in advance, and OPC
or its designee determines in good faith that in order to assure the stability
and reliability of OPC's generation and GTC's transmission system, it is
necessary in accordance with Prudent Utility Practice to deliver Electric Energy
from an OPC Resource other than the OPC Resource associated with Electric Energy
Properly Requested by LPM, then the further provisions of this paragraph 2.5(c)
shall apply. The Administrative Committee shall review all relevant facts
concerning the alternative delivery Scheduled and dispatched by OPC or its
designee. If the Administrative Committee determines unanimously that the
actions taken by both OPC and LPM were consistent with Prudent Utility Practice
and their respective obligations under this Section 2.5(c), then any additional
costs associated [**]. If the Administrative Committee does not so determine,
then the Party determined unanimously by the Administrative Committee to be at

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       6
<PAGE>

fault shall bear [**]. If the Administrative Committee cannot in good faith
reach a unanimous decision, then the matter shall be subject to arbitration
under Article 14.

         (d) The provisions of this Section 2.5 shall not apply to the
circumstances in which adjustments have been made pursuant to Section 5.4.

         2.6. Stranded Costs. In the event retail wheeling is instituted in
Georgia, for whatever reason, and OPC or the EMC Customers may be entitled to
receive compensation associated with stranded generating or other assets, the
LG&E Parties shall have no claim or entitlement to any such compensation, nor
shall the LG&E Parties have any obligation or liability for the payment of any
such compensation, attributable to OPC Resources.

                                   Article 3.

                                  OPC Resources

         3.1. OPC Contracts. (a) OPC shall be responsible for compliance with
the OPC Contracts. In connection therewith, OPC shall be permitted to make OPC
Off-System Sales to comply with the OPC Off-System Sales Contracts, which
Electric Energy for LPM's Share of OPC Off-System Sales shall be provided to OPC
by LPM pursuant to Section 2.1 and at the prices set forth in Section 5.3. OPC
shall have the right during the Term to enter into new contracts or other
agreements to make sales, purchases or exchanges of Electric Energy, without the
prior consent of LPM, including new contracts for (i) sales of capacity and
Electric Energy from resources not included within OPC Resources, (ii) purchases
and sales of capacity and Electric Energy to serve Customer Choice Customers as
provided in Section 2.4, (iii) sales of capacity and Electric Energy under the
EMC Contracts, and (iv) purchases and sales of capacity and Electric Energy as
required to serve OPC Load not included within LPM's Share of OPC Load, or to
serve LPM's Share of OPC Load after the Term, and (v) as expressly set forth
elsewhere in this Agreement; provided, that such contracts or agreements shall
not adversely affect or otherwise interfere with OPC's ability to perform its
obligation to sell Electric Energy to or to purchase Electric Energy from LPM
hereunder.

         (b) Nothing in this Agreement shall be construed to assign, impose or
otherwise transfer any rights or obligations under the OPC Off-System Sales
Contracts to the LG&E Parties, and OPC shall retain all of its rights and
obligations, including its obligation to maintain, or cause to be maintained,
generation and transmission system stability and reliability. Notwithstanding
any other provision of this Agreement, OPC shall not be required to take any
action inconsistent with its rights and obligations under the OPC Contracts.
Notwithstanding any other provision of this Agreement, no Party shall be
required to take any action inconsistent with its rights and obligations under
the NERC or SERC guidelines. Nothing in this Agreement shall affect the rights
or obligations of the parties to the EMC Contracts. OPC shall have the right to
terminate, amend, or otherwise modify the OPC Contracts, subject to the
provisions of Section 16.1.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       7
<PAGE>

         3.2. Information on OPC Resources and System. (a) OPC acknowledges and
agrees that LPM requires information concerning OPC Contracts, OPC Resources,
OPC Load and Energy Cost in order to satisfy LPM's obligations hereunder.

         (b) OPC has delivered to LPM the following information: (i) a list of
all OPC Resources and OPC Contracts, which list is attached as Exhibit 3.2(i);
(ii) a statement of the expected availability and current transformer loss
factor of each OPC Resource, including nuclear generating units, which statement
is attached as Exhibit 3.2(ii); and (iii) a schedule of forecast OPC Load, which
was delivered to LPM on February 7, 1996. OPC hereby agrees to update such
information promptly as new information becomes available to OPC during the Term
and to promptly provide such updated information to LPM.

         3.3. Allocation of OPC Resources. (a) LPM's Share of OPC Resources is
specified in Exhibit 3.3. LPM shall not be entitled to purchase OPC Energy in
excess of the quantity of Electric Energy associated with the OPC Resource, or
portion thereof (in the case of certain OPC Resources comprised of more than one
generating unit) designated in such Exhibit; provided, that with respect to any
OPC Resource with a minimum operating level under the applicable OPC Contracts
that exceeds the amount of Electric Energy associated with such percentage, LPM
shall be entitled to purchase such minimum level under the terms of this
Agreement, but only if such purchase is in accordance with the Administrative
Procedures and necessary to commit such OPC Resource.

         (b) OPC shall have the right to expand, retrofit, upgrade, or otherwise
modify the OPC Resources, subject to the provisions of Section 16.1; provided,
that such expansion, retrofit, upgrade, or other modification shall not
adversely affect or otherwise interfere with OPC's ability to perform its
obligation to sell Electric Energy to or to purchase Electric Energy from LPM
hereunder. OPC shall bear the costs of such expansion, retrofit, upgrade, or
other modification, and any incremental or expanded capacity and Electric Energy
associated with such activity, shall not be included within OPC Resources.

         3.4. RESERVED.

         3.5. Dispersed Generation. Generating facilities currently owned by
individual EMCs will not be an OPC Resource, but will remain the property of
each such EMC which may use such generating facilities as it shall determine
from time to time.

         3.6. Load Management. Load management switching equipment and any
other demand side management of individual EMCs will not be an OPC Resource, but
will remain the property of such EMCs which may use, or direct OPC on such EMC's
behalf to coordinate the use of such load management switching equipment or
other demand side management as it shall determine from time to time.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


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<PAGE>

         3.7. Hartwell Fuel. LPM will provide fuel to generate the Electric
Energy it purchases associated with Hartwell, in accordance with the fuel
procurement provisions of that certain agreement between OPC and Hartwell Energy
Limited Partnership, dated June 12, 1992.

         3.8. Coal. Coal for Plant Scherer and/or for Plant Wansley shall be
procured in accordance with this Section 3.8.

                  3.8.1. [**]

                  3.8.2. [**]

                  3.8.3. [**]

         3.9. SEPA Energy. Each of the EMC Customers is presently entitled to an
allocation of hydro-electric power from SEPA, the cost of which is billed
directly by SEPA to each EMC. As provided in the definition of OPC Load in
Schedule A, LPM's Share of OPC Load does not include requirements supplied by
SEPA Energy Scheduled for delivery to the EMC Customers pursuant to the SEPA
Contracts; provided, however, that OPC shall Schedule delivery of SEPA Energy to
the EMC Customers as requested by LPM, to the extent permitted by SEPA under the
SEPA Contracts and consistent with the CSA.

         3.10. Block Power Sale Agreements . OPC has canceled Block 3 of the
Georgia Power Block Power Sale Agreement, and OPC has given timely notice to
Georgia Power to cancel Block 4 as of August 31, 1997 and Block 2 as of August
31, 1998. [**].

         3.11. New Resources. OPC shall have the right during the Term to
construct, purchase, lease, or otherwise acquire additional generating or
purchased power resources, including entering into agreements with Qualifying
Facilities, which resources shall not be included within OPC Resources;
provided, that such construction, purchase, lease or other arrangement shall not
adversely affect or otherwise interfere with OPC's ability to perform its
obligation to sell Electric Energy to or to purchase Electric Energy from LPM
hereunder.

         3.12. Emission Allowances. [**]

                                   Article 4.

                                  Transmission

         4.1. Transmission and Scheduling

**  Material has been omitted pursuant to a request to the Commission for 
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                                       9
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         (a) [**]

         (b) [**]

         4.2. Title and Risk of Loss. As between LPM and OPC, Seller shall be
deemed to be in exclusive control (and responsible for any damages or injury
caused thereby) of the Contract Quantity prior to the Delivery Point, and Buyer
shall be deemed to be in exclusive control (and responsible for any damages or
injury caused thereby) of the Contract Quantity at and from the Delivery Point.
Title to and risk of loss of Electric Energy shall transfer from Seller to Buyer
at and from the Delivery Point.

         4.3. Scheduling. OPC and LPM agree to adopt and maintain reasonable
procedures to facilitate LPM's ability on an hourly basis to (i) supply LPM's
Share of OPC Load and (ii) purchase OPC Energy associated with LPM's Share of
OPC Resources. The Parties shall also establish procedures whereby (a) OPC shall
communicate to LPM on a same-time basis the availability of, and estimated
Energy Cost for, each OPC Resource, as such availability and Energy Cost may
change from time to time, and the projected LPM's Share of OPC Load; and (b) LPM
shall provide all necessary Scheduling information, including the duration of
proposed transactions, [**]. Upon communication of such information, LPM shall
Properly Request the amounts of Electric Energy that LPM desires to purchase
from each such OPC Resource within LPM's Share of OPC Resources. [**]

         4.4. Delivery Points. (a) LPM shall specify one or more Delivery Points
for (i) OPC Energy Scheduled and purchased by LPM from OPC and (ii) Electric
Energy Scheduled and sold by LPM to OPC. [**]

         (b) [**]

         4.5. Transformer and Transmission Loss Adjustments. (a) With respect to
LPM purchases of OPC Energy from an OPC Resource that is a generating plant
which interconnects directly into the ITS, [**]

         (b) For purposes of supplying OPC with Electric Energy to serve LPM's
Share of OPC Load and LPM's Share of Customer Choice Load, [**]

         (c) For purposes of supplying OPC with Electric Energy to satisfy LPM's
Share of OPC's Off-System Sales obligations, [**]

**  Material has been omitted pursuant to a request to the Commission for 
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                                       10
<PAGE>

         (d) For purposes of supplying Electric Energy to satisfy LPM's sales to
third parties that accept delivery on the ITS or for delivery at Points of
Interconnection, [**]

         (e) For purposes of supplying Electric Energy to permit OPC to pump
water to the upper reservoir at the Rocky Mountain Pumped Storage Hydroelectric
Generating Facility ("Rocky Mountain"), [**]

         (f) The Parties agree and understand [**]

         4.6. Imbalances and Regulation Deviation Errors. (a) The Parties
recognize that actual LPM's Share of OPC Load, LPM's Share of Customer Choice
Load, and LPM's Share of OPC Off-System Sales may vary in any Interval even when
the foregoing have been reasonably forecast by LPM and Electric Energy has been
Scheduled as Properly Requested by LPM. [**]

         (b) [**]

         4.7. Non-Territorial Contractual Delivery Obligations. For purposes of
supplying Electric Energy to satisfy OPC's sales obligations to LPM of Electric
Energy to be resold by LPM to third parties that accept delivery on the ITS or
delivery at Points of Interconnection, [**]

         4.8. Control Area. OPC reserves the right, at any point during the
Term, to establish and operate a Control Area, or to contract with others to
establish and operate a Control Area. Such Control Area would be utilized
pursuant to 18 C.F.R. Part 35 to match Electric Energy input and output within
the electric system, maintain scheduled interchange with other Control Areas,
maintain the frequency of the Electric Energy system within reasonable limits
and provide sufficient generating capacity to maintain operating services.

         4.9. Other OPC or GTC Responsibilities . In addition to the above, OPC
or GTC shall also be responsible for the following:

                  (a) all communications with other owners of the ITS and for
         discharging all obligations for the Oglethorpe Power System under the
         ITSA, except for ITS related costs otherwise expressly addressed
         herein.

                  (b) OPC, or GTC, as the case may be, shall be responsible for
         responding to any transmission requests filed under its open access
         transmission tariff or pursuant to Section 211 of the Federal Power
         Act, or other applicable legal requirements. OPC, or GTC, as the case
         may be, shall represent such interest before FERC or any other
         regulatory agency or court.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       11
<PAGE>

                                   Article 5.

                                      Price

         5.1. OPC's Contract Price. Subject to Section 5.4, the Contract Price
for Electric Energy sold by OPC to LPM shall be the Energy Cost for OPC Energy
that LPM Properly Requests.

         5.2. [**].

         5.3. LPM's Contract Price. Subject to Section 5.4, (i) with respect 
to sales of Electric Energy by LPM to OPC relating to LPM's Share of OPC 
Load, the Contract Price shall be, during each calendar year of the Term, the 
LPM Sales Price [**] as set forth in Exhibit 5.3; (ii) with respect to LPM's 
Share of Customer Choice Load which LPM is required to serve, the Contract 
Price shall be the Customer Choice Price; (iii) with respect to LPM's Share 
of Customer Choice Load served at a price quoted by LPM, the Contract Price 
shall be the price quoted by LPM; and (iv) with respect to sales of Electric 
Energy by LPM to OPC relating to LPM's Share of OPC Off-System Sales, the 
Contract Price shall be as agreed to by the Parties (the "LPM Off-System 
Sales Price"); provided, [**]

         5.4. Amounts Due to OPC and LPM. Each month OPC shall charge LPM an
amount equal to the aggregate Energy Costs attributable to the OPC Energy that
is Properly Requested by and delivered to LPM. Each month LPM shall charge OPC
an amount equal to the sum of the following products: (i) the LPM's Share of OPC
Load [**], as set forth in Exhibit 5.3; (ii) LPM's share of Customer Choice Load
attributable to a Customer Choice Customer and purchased by and delivered to OPC
during the month, multiplied by the applicable Customer Choice Price; (iii) each
OPC Off-System Sales quantity purchased by and delivered to OPC from LPM during
the month, multiplied by the LPM Off-System Sales Price applicable to each such
OPC Off-System Sale; provided, that the amounts so determined shall be subject
to the following adjustments:

                  5.4.1. [**].

                  (b) Exhibit 5.4.1(b) sets forth an example of the intended
         operation of this Section.

                  (c) [**]

                  5.4.2. RESERVED

                  5.4.3. Rocky Mountain "True-Up" Adjustment. On January 1, 1997
         OPC shall determine the water level in the upper reservoir of Rocky
         Mountain. On the date of 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       12
<PAGE>

         termination of this Agreement LPM shall be responsible for replacing to
         the same level as on January 1, 1997 its proportionate share of such
         water; provided, that if such replacement is not physically possible
         prior to termination, [**]

                  5.4.4. RESERVED

                  5.4.5. [**].

                  5.4.6. [**].

                  5.4.7. [**].

                  (b) Exhibit 5.4.7(b) sets forth an example of the intended
         operation of this Section.

                  (c) [**]
                  5.4.8. [**].

                  (b) Exhibit 5.4.8(b) sets forth an example of the intended
         operation of this Section.

                  (c) [**]

         5.5. RESERVED

         5.6. Levelized Payments. The Parties recognize that an important
objective of OPC and the EMC Customers is to spread cost savings associated with
an extension of this Agreement across the Term. If the Term is extended, as
provided in Section 6.1(b), then to accomplish this objective, the individual
LPM Sales Price applicable to each EMC Customer as set forth in Exhibit 5.3 may
be levelized. [**]

                                   Article 6.

                                      Term

         6.1. Term. (a) This Agreement shall become effective on the date first
written above (the "Effective Date"), provided that the delivery of Electric
Energy pursuant to this Agreement shall commence at 00:00:01 CPT on January 1,
1997, and shall remain in effect until 24:00 CPT on December 31, 1997 (the
"Termination Date"), subject to Section 6.1(b), [**] (the "Term"). The
applicable provisions of this Agreement shall continue in effect after the
Termination Date in accordance with the provisions of Section 17.4.

         (b) In the event the conditions precedent set forth in Article 11 are
satisfied on or before June 1, 1997, then the Term shall be extended until 24:00
CPT on December 31, 2011, [**] and the Term shall be deemed to include any
such extension. OPC shall provide LPM with 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       13
<PAGE>

written notice promptly following the satisfaction of the conditions precedent
described in Article 11, which notice shall specify the date ("Long Term
Commencement Date") on which such conditions precedent were satisfied. In the
event a condition precedent set forth in Article 11 has not been satisfied on or
before June 1, 1997, then the extension provision in this Section 6.1(b) shall
be of no further force and effect, [**]

         6.2. [**].

         (b) [**].

                                   Article 7.

                            Confidential Information

         7.1. Prior Confidentiality Agreement Superseded; Authorization to Use
Information. The Parties expressly agree that the Confidentiality Agreement
entered into by OPC, LPM and Cooperative Power, Inc. ("CPI") dated as of
February 6, 1996, as amended, automatically and immediately and with no further
action by the Parties shall terminate as of the Effective Date of this
Agreement. OPC represents that in connection with such termination it is duly
authorized to act on behalf of and to bind CPI. OPC expressly authorizes and
grants its consent to LPM to use Confidential Information, whether acquired
before or after the Effective Date, pertaining to, without limitation, OPC, OPC
Resources, OPC Load, OPC Off-System Sales and the EMC Customers, for the purpose
of exercising LPM's rights under this Agreement, including LPM's right to buy
Electric Energy from OPC or any other person and to sell Electric Energy to OPC
or any other person, whether Electric Energy is produced by or attributable to
OPC Resources or other resources. Each Party agrees that it shall not disclose
Confidential Information whether acquired before or after the Effective Date, to
any third party other than each Party's officers, directors, employees, advisors
or representatives, or each Party's Affiliates (or as to OPC, the EMCs), their
officers, directors, employees, advisors or representatives who need to know and
agree to maintain the confidentiality of the Confidential Information
(collectively, "Representatives") during the Term and for a period of not more
than three (3) years after the Termination Date. Each Party shall be responsible
for any breach of this Agreement by its Representatives.

         7.2. Authorized Disclosure. Notwithstanding anything contained in this
Article 7, Confidential Information may be disclosed to any governmental,
judicial or regulatory authority requiring such Confidential Information,
provided that: (i) such Confidential Information is submitted under applicable
provisions, if any, for confidential treatment by such governmental, judicial or
regulatory authority; (ii) prior to such disclosure, the Party who supplied the
information is given notice of the disclosure requirement so that it may take
whatever action it deems appropriate, including intervention in any proceeding
and the seeking of an injunction to prohibit such disclosure; and (iii) the
Party subject to the governmental, judicial or regulatory 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       14
<PAGE>

authority endeavors to protect the confidentiality of any Confidential
Information to the extent reasonable under the circumstances and to use its good
faith efforts to prevent the further disclosure of any Confidential Information
provided to any governmental judicial or regulatory authority.

         7.3. Return of Confidential Information. Upon (i) the termination of
this Agreement and (ii) the request of a Party, the other Party shall return all
written Confidential Information (including written confirmation of oral
communications) provided by the requesting Party which was stamped
"confidential" and shall not retain any copies of such written Confidential
Information. In the event of such request, all documents, analyses,
compilations, studies or other materials prepared by the returning Party or its
Representatives that contain or reflect Confidential Information (other than
computer archival and backup tapes or archival and backup files (collectively
"Computer Tapes") and billing and trading records (collectively, "Other
Records")) shall be destroyed and no copy thereof shall be retained (such
destruction to be confirmed in writing by a duly authorized officer of the
returning Party). Computer Tapes and Other Records shall be kept confidential in
accordance with the terms of this Agreement.

         7.4. Right to Remedies. In the event of an unauthorized disclosure to a
third party, the limitations on remedies contained in Section 10.2 shall not
apply, and in the event of a breach no Party will have an adequate remedy at law
and accordingly shall, in addition to any other available legal or equitable
remedies, be entitled to an injunction against such breach without any
requirement to post a bond as a condition of such relief.

         7.5. Georgia Trade Secrets Act. Except as expressly provided in Article
7 of this Agreement, including OPC's consent to the use by LPM of Confidential
Information in its trading operations pursuant to this Agreement, the rights of
the Parties under this Agreement are in addition to and not in lieu of their
rights under Georgia law, including the Georgia Trade Secrets Act of 1990.
Nothing in this Article 7 shall be construed as a waiver on the part of any
Party of any privilege or objection of any kind to the disclosure or use of
Confidential Information.

                                   Article 8.

                          Billing, Payment and Records

         8.1. Billing Statements. OPC shall deliver to LPM no later than on the
tenth (10th) day of each month (or the first Business Day thereafter), a
statement (the "Statement") setting forth for the immediately prior month the
amounts of Electric Energy purchased by OPC from LPM at the applicable LPM Sales
Price, the respective LPM Off-System Sales Prices, and the respective Customer
Choice Prices, all as adjusted pursuant to Section 5.4, and the amounts of
Electric Energy purchased by LPM from OPC at the applicable Energy Cost. To the
extent that OPC has not yet received or been able to compile the applicable
Energy Cost figures as of such 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


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<PAGE>

date, OPC may set forth on such Statement its good-faith estimate of the Energy
Cost of an OPC Resource, for such OPC Resource; and provided, that OPC shall
compile the actual Energy Costs and "true-up" such estimates as promptly as
practicable pursuant to Section 8.5.

         8.2. Offset of Payment Obligations. The Parties shall discharge their
obligations to pay through netting, in which case the Party, if any, owing the
greater aggregate amount shall pay to the other Party the difference between the
amounts owed, as set forth in Section 8.3. Each Party reserves to itself all
rights, setoffs, counterclaims and other remedies and defenses, consistent with
Article 10, which such Party has or may be entitled to arising from or out of
this Agreement. All outstanding obligations to make payments under this
Agreement may be offset against each other, set-off or recouped therefrom.

         8.3. Payments. The Party owing the other shall pay the amount owing
under the Statement, which payment shall be due on or before the later of the
following: (i) the tenth (10th) Business Day after receipt of the Statement or
(ii) the twentieth (20th) day of the month in which the Statement is received
(or the first Business Day thereafter). Payment shall be made by wire transfer
to the payment address provided in Exhibit 17.2. If either Party, in good faith,
disputes any part of any Statement, it shall provide a written explanation of
the basis for the dispute and pay the portion of such Statement conceded to be
correct no later than the due date as calculated in accordance with the
preceding sentence. If any amount disputed is determined to be due to the other
Party, it shall be paid within ten (10) days of such determination, along with
interest calculated at the Interest Rate from the original due date until the
date paid. Absent such a good faith dispute, overdue payments shall bear
interest from, and including, the due date to, but excluding, the date of
payment at a rate equal to the Interest Rate.

         8.4. Audit Rights. (a) Each Party or any third party representative of
a Party shall have the right, at its sole expense and during normal working
hours, to examine the records of the other Party to the extent reasonably
necessary to verify the accuracy of any Statement, charge or computation made
pursuant to this Agreement. If requested, a Party shall provide to the other
Party statements evidencing the quantities of Electric Energy delivered at the
Delivery Point. With respect to records held in the custody of a third party
pursuant to a confidentiality provision of an OPC Contract, if an audit is
requested by a Party, the Parties shall select an independent auditor to perform
the audit consistent with the rights of OPC under the contract and such
confidentiality arrangements as may be required by the contract in question.
Subject to any additional limitations that may be imposed under the OPC Contract
in question, such examinations by an independent auditor shall not be performed
more frequently than once each calendar year. The Party requesting the audit
shall pay all costs, including those of the independent auditor, associated with
the audit.

         (b) If any such examination reveals any inaccuracy in any statement,
the necessary adjustments in such statement and the payments thereof will be
promptly made and shall bear interest calculated at the Interest Rate from the
date the overpayment or underpayment was made; provided, however, that no
adjustment for any statement or payment will be made unless 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       16
<PAGE>

objection to the accuracy thereof was made prior to the lapse of two (2) years
from the rendition thereof; and provided, further, that this provision of this
Agreement will survive any termination of this Agreement for a period of two (2)
years from the date of such termination for the purpose of such statement and
payment objections.

         8.5. Subsequent Payment Adjustments. The Parties understand that in
certain cases monthly billings will need to be made on an estimated basis,
including with respect to the calculation of Energy Cost for each of the OPC
Resources. In addition, the Parties understand that after the fact adjustments
to amounts owed or revenues received may be made pursuant to the CSA or other
OPC Contracts, which adjustments may affect the Energy Cost and associated
amounts payable by LPM to OPC under this Agreement. Each Party shall cooperate
in good-faith with the other Party to obtain the requisite information and
perform the necessary computations so as to "true-up" or otherwise adjust any
estimated or adjusted billings promptly.

         8.6. Records. Each Party shall keep such records as may be needed to
afford a clear history of the Scheduled purchases and sales hereunder. In
maintaining such records, OPC and LPM may rely upon the logs and other meter
information routinely recorded by Transmission Providers or utilities
responsible for coordination of the purchases and sales.

                                   Article 9.

                                      Taxes

         9.1. Seller's Obligation. Seller is liable for and shall pay, or cause
to be paid, or reimburse Buyer if Buyer has paid, all Taxes applicable to the
sale of Electric Energy arising prior to the Delivery Point(s). If Buyer is
required to remit any such Tax, the amount shall be deducted from any sums
becoming due to Seller. Seller shall indemnify, defend and hold harmless Buyer
from any Claims for such Taxes.

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

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

         9.4. [**].

**  Material has been omitted pursuant to a request to the Commission for 
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                                       17
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                                   Article 10.

                          Indemnification and Remedies

         10.1. General Indemnity. Subject to Section 10.2, Seller and Buyer
shall each indemnify, defend and hold harmless the other Party from any Claims
or other losses arising from (i) any act or incident occurring when title to the
Contract Quantity is vested in the indemnifying Party pursuant to Section 4.2
and (ii) any Event of Default.

         10.2. Limitation on Remedies. THE PARTIES CONFIRM THAT THE EXPRESS
REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE
ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS
REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF
DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE RESPONSIBLE PARTY'S
LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES
OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED REGARDLESS OF THE FAULT, NEGLIGENCE OR
STRICT LIABILITY OF THE PARTY WHOSE LIABILITY IS RELEASED OR LIMITED THEREBY. IF
NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED, THE RESPONSIBLE
PARTY'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES (INCLUDING INTEREST
AS PERMITTED BY APPLICABLE LAW) ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE
SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY
ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NO PARTY SHALL BE LIABLE FOR
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR INDIRECT DAMAGES,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR IN
CONTRACT UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE
PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF
DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE
NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT,
OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER
ARE LIQUIDATED, INCLUDING DAMAGES PROVIDED IN SECTION 2.5 AND 4.4, THE PARTIES
ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE
OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THE LIQUIDATED DAMAGES
CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

         10.3. Duty to Mitigate. Each Party agrees that it has a duty to
mitigate damages and covenants that it will use commercially reasonable efforts
to minimize any damages it may incur as a result of the other Party's
performance or nonperformance of this Agreement.

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                                       18
<PAGE>

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

         10.5. [**].

                                   Article 11.

                    Conditions Precedent to Extension of Term

         11.1. Regulatory Authorizations. The Parties' obligations to commence
delivery of Electric Energy under the long term arrangement contemplated by
Section 6.1(b) of this Agreement shall be subject to receipt of any governmental
consents or approvals required to perform this Agreement, including approval by
the RUS without modification of this Agreement and the OPC Restructuring.

         11.2. OPC Restructuring. The Parties' obligations to commence delivery
of Electric Energy under the long term arrangement contemplated by Section
6.1(b) of this Agreement shall be subject to completion of the OPC
Restructuring, and execution of new wholesale power contracts with OPC, as
contemplated pursuant to such OPC Restructuring, by EMCs (whose total
requirements in the aggregate represent at least eighty (80) percent of OPC
Load).

         11.3. Administrative Procedures. The Parties' obligations to commence
delivery of Electric Energy under this Agreement shall be subject to the
development of mutually acceptable Administrative Procedures on or before
January 1, 1997. The Parties agree to use good faith efforts to promptly develop
the Administrative Procedures.

                                   Article 12.

                         Representations and Warranties

         12.1. Mutual Representations. On the Effective Date, January 1, 1997,
the Long Term Commencement Date, and the date of entering into each purchase or
sale of Electric Energy, each Party represents and warrants to the other Party:
(i) it is duly organized, validly existing and in good standing under the laws
of the state of its incorporation and, in the case of LPM, is doing business as
a foreign corporation in the State of Georgia; (ii) it has all requisite
corporate 

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                                       19
<PAGE>

power to own, operate and lease its properties and carry on its business as now
conducted; (iii) it has all regulatory authorizations, including any required
authorization from the Rural Utilities Service of the United States Department
of Agriculture ("RUS"), necessary for it to legally perform its obligations
under this Agreement; (iv) the execution, delivery and performance of this
Agreement are within its powers, have been duly authorized by all necessary
action and do not violate any of the terms or conditions in its governing
documents, any contract or other agreement to which it is a party or any Law
applicable to it; (v) this Agreement constitutes each Party's legally valid and
binding obligation enforceable against it in accordance with the terms thereof,
subject to any Equitable Defenses; (vi) there are no Bankruptcy Proceedings
pending or being contemplated by it or, to its knowledge, threatened against it;
(vii) there are no Legal Proceedings that would be reasonably likely to
materially adversely affect its ability to perform this Agreement; and (viii) it
has knowledge and experience in financial matters and in the electric industry
that enable it to evaluate the merits and risks of this Agreement.

         12.2. Additional OPC Representations. (a) OPC further represents and
warrants that on the Effective Date, January 1, 1997, the Long Term Commencement
Date and the date of entering into each purchase or sale of Electric Energy
hereunder: (i) the EMC Contracts are and will be in full force and effect
throughout the Term and will not be amended so as to adversely affect OPC's
ability to perform its obligations under this Agreement; (ii) Exhibit 3.2(i)
sets forth a true and complete list of each OPC Resource and each material
written OPC Contract; (iii) correct and complete copies of the OPC Contracts
listed on Exhibit 3.2(i) have previously been delivered to LPM by OPC; (iv)
except as stated on Exhibit 3.2(i), no amendments to the OPC Contracts are
proposed or pending as of the Effective Date; (v) each OPC Contract is valid,
binding and in full force and effect and enforceable by or against the
respective parties thereto in accordance with its terms; (vi) OPC has fulfilled,
and will continue to fulfill during the Term, all of its obligations under each
OPC Contract; (vii) there has not occurred any default by OPC or any event
which, with the lapse of time or the giving of notice or both will become a
default of OPC under any of the OPC Contracts; (viii) OPC is not in arrears in
respect of the performance or satisfaction of the terms or conditions to be
performed or satisfied by it under any of the OPC Contracts, and, to the best
knowledge of OPC, no waiver of any of such terms or conditions has been granted
thereunder by any of the parties thereto; and (ix) OPC shall maintain or cause
to be maintained the OPC Resources which are generating facilities owned by OPC,
in accordance with Prudent Utility Practice.

         (b) OPC further represents and warrants that Exhibit 3.2(ii) and the
schedule of forecast load described in Section 3.2(b) reflect its best
RUS-approved forecasts and estimates as of the Effective Date of the matters
reflected therein and that any updates of such Exhibits required to be provided
hereunder shall be its best forecasts and estimates of the matters reflected
therein as of the date that the same are updated from time to time.

         (c) OPC further represents and warrants that the power purchase and
sales agreement with Power Marketer shall contain (i) a representation and
warranty at least as favorable to LPM as the representation set forth in Section
12.3(b), (ii) a covenant on the part of Power Marketer to 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       20
<PAGE>

act in good faith in the development of the Administrative Procedures, and (iii)
no terms, conditions or covenants that are inconsistent with OPC's obligations
hereunder or which would reasonably be expected to adversely affect LPM's
ability to perform hereunder.

         12.3. Additional LG&E Parties Representations. (a) LPM further
represents and warrants that on the Effective Date, January 1, 1997, the Long
Term Commencement Date, and the date of entering into each purchase or sale of
Electric Energy hereunder (i) LPM is a power marketer authorized by the FERC to
purchase and sell Electric Energy at negotiated, market-based rates pursuant to
its Rate Schedule on file with and approved by the FERC; (ii) neither LPM nor
any of its Affiliates or subsidiaries will, during the Term, take any action
that could reasonably be anticipated to cause LPM to lose its authority as a
power marketer under the Federal Power Act to make wholesale sales of power at
market-based, negotiated rates; and (iii) LPM will, at all times during the
Term, act in accordance with Prudent Utility Practice and will comply with all
applicable regulatory requirements including SERC/NERC guidelines.

         (b) LPM represents and warrants that it will cooperate with the Power
Marketer regarding administrative matters during the Term.

         (c) LEC represents that neither it nor any of its affiliates or
subsidiaries will, during the Term, take any action that could reasonably be
anticipated to (i) cause LPM to lose its authority as a power marketer under the
Federal Power Act to make wholesale sales of power at market-based, negotiated
rates; or (ii) impair LPM's ability to perform its obligations under this
Agreement, or LEC's ability to perform its obligations under Section 17.15.

         (d) LEC further represents and warrants that as of the Effective Date
and January 1, 1997, it is not a "public utility" within the meaning of the
Federal Power Act, as amended.

         12.4. Mutual Assistance. Each Party represents and warrants that it
will assist the other to the extent practicable with (i) obtaining all required
Regulatory Approvals associated with this Agreement; (ii) defending transmission
capacity reservations; and (iii) defending Qualifying Facility avoided cost
calculations.

         12.5. Good Title. Each of OPC and LPM represents and warrants that it
will deliver to the other good title to Electric Energy delivered hereunder,
free and clear of all liens, claims and encumbrances arising prior to transfer
of title at the Delivery Point.

         12.6. Power Quality. Each of OPC and LPM represents and warrants that
it will deliver to the other Electric Energy at the Delivery Point that is three
phase, sixty hertz, and at system nominal voltages.

         12.7. Other Contracts. Neither OPC nor LPM nor any of its Affiliates or
subsidiaries will, during the Term, take any action, enter into any contracts or
otherwise incur obligations that could reasonably be anticipated to interfere
with or adversely affect its ability to perform its obligations under this
Agreement.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.

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<PAGE>

         12.8. Continuing Representations and Warranties. Each Party covenants
that it will cause these representations and warranties to be materially true
and correct throughout the Term.

                                   Article 13.

                              Defaults and Remedies

         13.1. Events of Default. An "Event of Default" shall mean with respect
to a Party ("Defaulting Party"):

                  13.1.1. The failure by the Defaulting Party to make, when due,
         any payment required if such failure is not remedied within five (5)
         Business Days after written notice of such failure is given to the
         Defaulting Party by the other Party ("Notifying Party"); provided, that
         the payment is not the subject of a good faith dispute as described in
         Section 8.3; or

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

                  13.1.3. The failure by the Defaulting Party to perform any
         obligation or covenant set forth in this Agreement (other than its
         obligations to make any payment or obligations which are otherwise
         specifically covered in this Section 13.1 as a separate Event of
         Default, or its obligations to deliver or receive Electric Energy, a
         remedy for which is provided in Section 2.5) and such failure is not
         excused by Force Majeure or cured within five (5) Business Days after
         written notice thereof to the Defaulting Party;

                  13.1.4. The Defaulting Party shall be subject to a Bankruptcy
         Proceeding; or

                  13.1.5. LPM's loss of FERC authorization to charge the prices
         for the sale of Electric Energy included in this Agreement or otherwise
         to perform its obligations hereunder in accordance with the terms of
         this Agreement.

         13.2. Early Termination; Remedies. If an Event of Default occurs with
respect to a Defaulting Party at any time during the Term, the other party
("Non-Defaulting Party") may, for so long as the Event of Default is continuing,
(i) establish a date (which date shall be between five (5) and ten (10) Business
Days after the Non-Defaulting Party delivers notice to the Defaulting Party)
("Early Termination Date") on which this Agreement shall terminate and (ii)
withhold any payments due to the Defaulting Party under this Agreement;
provided, however, that if the Event of Default is that the Defaulting Party
becomes subject to a Bankruptcy Proceeding, then this Agreement shall
automatically terminate without notice and without any other action by either
Party as if an Early Termination Date had been immediately declared prior to
such Event of Default. Regardless of whether an Early Termination Date is
declared, if an 

**  Material has been omitted pursuant to a request to the Commission for 
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<PAGE>

Event of Default shall have occurred, the Non-Defaulting Party shall be entitled
to exercise any remedy available at law or equity consistent with Article 10 to
recover its damages, including attorneys' fees, resulting from any Event of
Default.

         13.3. [**].

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

         13.5. Effect of Regulation. In the event OPC is or becomes regulated by
a federal, state or local regulatory body, and (i) such body shall disallow all
or any portion of any costs incurred or yet to be incurred by OPC under any
provision of this Agreement, such action shall not operate to excuse OPC from
performance of any obligation nor shall such action give rise to any right of
OPC to any refund or retroactive adjustment of any amounts payable hereunder; or
(ii) [**] then the sole and exclusive remedy for such default in performance
shall be as set forth in Section 4.4(b).

         13.6. Notice to LEC. OPC shall provide a copy to LEC of any notice OPC
gives LPM under the provisions of this Article.

                                   Article 14.

                                   Arbitration

         14.1. Applicability; Selection of Arbitrators. (a) Except as otherwise
expressly provided in Sections 2.5, 4.4, 7.4 and Article 13 of this Agreement,
any dispute arising out of or in connection with this Agreement, or its
performance including the existence and validity of this Agreement, which cannot
be resolved after discussion between the Parties as set forth herein shall be
submitted to binding arbitration.

         (b) Prior to initiating arbitration hereunder, a Party shall provide
the other Party with a written notice of the dispute, a proposed means for
resolving the same, and the support for such position. Thereafter,
representatives of the Parties shall meet to discuss the matter and attempt in
good faith to reach a negotiated resolution of the dispute. If the Parties have
not agreed upon a resolution of the dispute within ninety (90) days after the
date of the original notice provided under this paragraph, or such other time
period as the Parties may agree in writing to allow for discussions
("Negotiation Period"), then at any time after the end of the Negotiation
Period, a 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


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<PAGE>

Party may provide written notice to the other declaring an impasse ("Impasse
Notice") and initiating binding arbitration in accordance with the further
provisions of this Article 14.

         (c) Arbitration will be deemed to be initiated when an Impasse Notice,
properly addressed and stamped, is deposited with the United States Postal
Service. The Party initiating arbitration shall nominate one (1) arbitrator at
the same time it initiates arbitration. The other Party shall nominate one (1)
arbitrator within ten (10) calendar days of receiving the notice of arbitration.
The two arbitrators shall appoint a third, neutral arbitrator. The third,
neutral arbitrator shall be competent and experienced in matters involving the
energy business in the United States, with at least 15 years of electric
industry experience as a practicing attorney, and shall be unaffiliated and
without prior financial alliances with any Party, or either of the other
arbitrators.

         (d) If the two arbitrators are unable to agree on a third arbitrator
within thirty (30) calendar days from initiation of arbitration, then a third
arbitrator shall be selected by the CPR Institute for Dispute Resolution ("CPR")
with due regard given to the selection criteria above and input from the Parties
and other arbitrators. Parties shall undertake to request CPR to complete
selection of the third arbitrator no later than sixty (60) calendar days from
initiation of arbitration. Costs charged by CPR for this service shall be borne
equally by OPC and the LG&E Parties.

         (e) In the event CPR should fail to select the third arbitrator within
sixty (60) calendar days from initiation of arbitration, then any Party may
petition a court of competent jurisdiction in Georgia to select the third
arbitrator. Due regard shall be given to the selection criteria above and input
from the Parties and other arbitrators.

         (f) If prior to the conclusion of the arbitration any arbitrator
becomes incapacitated or otherwise unable to serve, then a replacement
arbitrator shall be appointed in the manner described above and applicable to
the original arbitrator being replaced.

         14.2. Discovery, Hearing. Discovery and other pre-hearing procedures
shall be conducted as agreed by the parties, or if they cannot agree, as
determined by a majority of the arbitrators. Within fifteen (15) days after
completion of discovery, the Party submitting the Impasse Notice initiating
arbitration shall submit by overnight delivery to the other Party and the
arbitrators a precise statement of the dispute, means of resolving the dispute,
and the factual and/or legal support therefor. Within ten (10) days after
receiving such statement, the other Party shall submit by overnight mail to the
first Party and the arbitrators a precise statement of the alternative means of
resolving the dispute and the factual and/or legal support therefor. The Parties
shall conduct a hearing in Atlanta no later than sixty (60) days following
selection of the third arbitrator, or thirty (30) days after all prehearing
discovery has been completed, whichever is later, at which the Parties shall
present such evidence and witnesses as they may choose. Arbitration shall be
conducted in accordance with the non-administered arbitration rules and
procedures of the CPR, except where specifically modified by this Agreement.

**  Material has been omitted pursuant to a request to the Commission for 
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                                       24
<PAGE>

         14.3. Decision. The arbitrators shall consider the terms and conditions
of this Agreement, and any relevant evidence and testimony, and shall render
their decision within thirty (30) calendar days following conclusion of the
hearing. The arbitrators' decision will be limited to selecting one of the
alternatives specified in the statements of the Parties referred to in Section
14.2. The decision rendered by a majority of the arbitrators, made in writing,
shall be final and binding upon the Parties. Any such decision may be filed in a
court of competent jurisdiction and may be enforced by any Party as a final
judgment in such court. The arbitrators shall have no authority to award
special, exemplary, or consequential damages.

         14.4. Expenses. The expenses of arbitration shall be borne equally by
OPC and the LG&E Parties, except that each Party shall bear the compensation and
expenses of its nominated arbitrator, own counsel, witnesses and employees;
provided further, that any costs incurred by a Party in seeking judicial
enforcement of any decision rendered in writing by the arbitrators, or a
majority of the arbitrators, shall be chargeable to and borne exclusively by the
Party against whom such court order is obtained.

                                   Article 15.

                                  Force Majeure

         15.1. Effect of Force Majeure. (a) If either OPC or LPM is rendered
unable by an event of Force Majeure to carry out, in whole or part, its
obligations hereunder and such Party gives notice and full details of the event
to the other Party as soon as practicable after the occurrence of the event,
then during the pendency of such Force Majeure but for no longer period, the
obligations of the Party affected by the event (other than the obligation to
make payments then due or becoming due with respect to performance prior to the
event) shall be canceled to the extent required, and if applicable subject to
the provisions of Section 15.1(b). The Party affected by the Force Majeure shall
remedy the Force Majeure with all reasonable dispatch.

         (b) If due to Force Majeure, any portion of LPM's Share of OPC
Resources is not available, then LPM shall not be obligated to deliver the
amount of Electric Energy which is not available to LPM from LPM's Share of OPC
Resources, and at OPC's option, exercisable at the time OPC gives or receives
notice of the Force Majeure, either (i) [**].

                                   Article 16.

                                Material Changes

         16.1. [**]

         16.2. [**]

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<PAGE>

                                   Article 17.

                                  Miscellaneous

         17.1. Assignment.

                  17.1.1. General. (a) This Agreement shall be binding upon and
         inure to the benefit of the permitted successors and permitted assigns
         of the Parties, except that this Agreement may not be assigned by any
         Party unless prior consent to such assignment is given in writing by
         the other Parties and, if any Party is then an RUS borrower, the
         Administrator. Any assignment made without a consent required hereunder
         shall be void and of no force or effect as against the non-consenting
         party.

                  (b) No sale, assignment, transfer or other disposition
         permitted by this Agreement shall affect, release or discharge any
         Party from its rights or obligations under this Agreement, except as
         may be expressly provided by this Agreement.

                  17.1.2. Assignment for Security. (a) Notwithstanding any other
         provision of this Agreement, a Party, without the other Parties'
         consent but, if such assigning Party is then a borrower of the RUS,
         only with the consent of the Administrator, may assign, transfer,
         mortgage or pledge its interest in this Agreement as security (an
         "Assignment for Security") for any obligation secured by any indenture,
         mortgage or similar lien on its system assets without limitation on the
         right of the secured party to further assign this Agreement, including
         the assignment to create a security interest for the benefit of the
         Government, acting through the Administrator, or for the benefit of any
         third party.

                  (b) After any Assignment for Security to the Administrator or
         other secured party (including any indenture trustee under any
         indenture securing the obligations of the Seller), the Administrator or
         other secured party, without the approval of the other Parties to this
         Agreement, may (i) cause this Agreement to be sold, assigned,
         transferred or otherwise disposed of to a third party pursuant to the
         terms governing such Assignment for Security, or (ii) if the
         Administrator or other secured party first acquires this Agreement,
         sell, assign, transfer or otherwise dispose of this Agreement to a
         third party; provided, however, that in either case the Party who made
         the Assignment for Security is in default of its obligations to the
         Administrator or other secured party that are secured by such security
         interest.

         17.2. Notices. All notices, requests, statements or payments shall be
made as specified in Exhibit 17.2. Notices required to be in writing shall be
delivered by letter, facsimile or other documentary form. Notice by facsimile or
hand delivery shall be deemed to have been received by the close of the Business
Day on which it was transmitted or hand delivered (unless transmitted or hand
delivered after close, in which case it shall be deemed received at the close of
the next Business Day). Notice by overnight mail or courier shall be deemed to
have been 

**  Material has been omitted pursuant to a request to the Commission for 
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                                       26
<PAGE>

received two (2) Business Days after it was sent. A Party may change its address
by providing notice of same in accordance herewith.

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

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

         17.5. Entire Agreement. This Agreement, together with the attached
Exhibits, constitutes the entire agreement between the Parties relating to the
subject matter contemplated by this Agreement and supersedes all prior
agreements, whether oral or written.

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

         17.7. Amendment. No amendment or modification to this Agreement shall
be enforceable unless reduced to writing and executed by both Parties.

         17.8. Third Parties. The provisions of this Agreement shall not impart
rights enforceable by any person or entity not a Party or not a permitted
successor or assignee of a Party bound by this Agreement.

         17.9. Waiver. No waiver by any Party of any one or more defaults by the
other in the performance of any of the provisions of this Agreement shall be
construed as a waiver of any other default or defaults, whether of a like kind
or different nature.

         17.10. Character of Sales by OPC. The sale by OPC to LPM of OPC Energy
under this Agreement does not constitute either a sale, lease, or the dedication
of ownership of any OPC Resource.

         17.11. Severability. (a) Subject to the provisions of Article 16,
should any provision of this Agreement for any reason be declared invalid or
unenforceable by a final, non-appealable order of any court or regulatory body
having jurisdiction, such decision shall not affect the validity of the
remaining portions of the Agreement, and such portions shall remain in full
force 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       27
<PAGE>

and effect as if this Agreement had been executed without the invalid portion.
In the event any provision of this Agreement is declared invalid, the Parties
shall promptly renegotiate to restore this Agreement as near as possible to its
original intent and effect.

         (b) The obligations of LEC and LPM are severable under this Agreement,
such that the invalidity or unenforceability of all or any portion of the
obligations of LPM or LEC under this Agreement shall not affect the validity or
enforceability of the obligations of the other.

         17.12. RESERVED.

         17.13. Headings. The headings used for the Articles are for convenience
and reference purposes only, and shall not be construed to modify, expand, or
restrict the provisions of this Agreement.

         17.14. Counterparts. This Agreement may be executed in multiple
counterparts to be construed as one effective as of the Effective Date.

         17.15. LEC Obligations.

                  17.15.1. Failure of Performance of LPM. (a) In the event LPM
         fails, refuses, or is otherwise unable to make full and timely
         performance of all obligations under this Agreement, LEC
         unconditionally and irrevocably agrees to indemnify and hold harmless
         OPC from and against any cost, expense or loss associated with such
         breach in excess of the amounts contemplated under the Agreement.
         Subject to Section 10.3, OPC shall have the right to seek replacement
         service from any available source. Nor shall it be necessary for OPC,
         in order to enforce the performance of LEC under this Section, to first
         pursue its remedies respecting the LPM obligations under the Agreement
         against LPM or any other person.

                  (b) Alternatively, if OPC consents and LEC has previously
         obtained market rate authority from FERC, LEC may assume LPM's rights,
         duties, and obligations under this Agreement. OPC's approval of this
         alternative does not waive LEC's obligation under Section 17.15.1(a) to
         indemnify and hold harmless OPC from and against any cost, expense or
         loss associated with such breach by LPM in excess of the amounts
         contemplated under the Agreement.

                  (c) LEC acknowledges and agrees that it has received
         reasonable consideration for its guarantee of LPM's performance, and
         the Parties acknowledge that this consideration is unrelated to the
         revenue or profits earned by LPM under this Agreement.

                  17.15.2.Further Covenants of LEC. (a) Any other provision of
         this Agreement notwithstanding, LEC shall have neither the obligation
         nor the right to engage in, control or otherwise influence any FERC
         jurisdictional transactions under this Agreement unless 

**  Material has been omitted pursuant to a request to the Commission for 
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<PAGE>

         LEC shall have previously obtained market rate authority from FERC and
         approval from OPC. Except as provided by Section 17.15.1(c) and Section
         17.15.1(b) above, LEC shall not directly derive any income from any
         transaction under this Agreement.

                  (b) LEC agrees to indemnify and hold harmless OPC from and
         against any and all cost, expense, or loss in excess of amounts
         contemplated to be paid by OPC under this Agreement, and which arises
         from any or all regulatory consequences of LEC becoming a "public
         utility" within the meaning of the Federal Power Act, as amended.

                  (c) In the event the FERC determines that LEC is a public
         utility responsible for delivering Electric Energy to OPC under the
         terms of this Agreement, then LEC agrees to take all necessary and
         appropriate steps to obtain all authorizations required to perform this
         Agreement in accordance with its terms, and shall indemnify and hold
         harmless OPC for the difference, if any, between the Contract Price
         applicable for purchases by OPC of Electric Energy under this Agreement
         and the rate approved by FERC.

                  (d) LEC acknowledges that the provisions of this Section 17.15
         constitute a material portion of the consideration to OPC for entering
         into this Agreement, and that OPC is executing this agreement in
         reliance on the enforceability and legality of such provisions. LEC
         unconditionally and irrevocably agrees not to challenge, question, or
         otherwise seek to undermine in any manner the enforceability or
         legality of this Section 17.15, and agrees to file and diligently
         prosecute such applications, briefs, testimony, or other pleadings as
         may be necessary or appropriate in connection with any Legal Proceeding
         to support the enforceability and legality of this Section 17.15.

                  17.15.3. No Discharge. The obligations of LEC under this
         Section 17.15 shall, to the fullest extent permitted by law, remain in
         full force and effect without regard to , and shall not be released,
         discharged or in any way affected by, (i) an amendment to the
         Agreement; (ii) the merger or consolidation of LEC or OPC with or into
         any entity, or (iii) any sale, lease or transfer of all of the assets
         of LEC or OPC.

         17.16. Administration. OPC and LPM recognize that Administrative
Procedures need to be developed to govern operations, such as those described in
Section 4.3, under this Agreement that require coordination among OPC; LPM, and
Power Marketer, or their designees. The Administrative Committee shall be
composed of one representative of each of the foregoing, and shall meet at such
times and locations as are mutually agreed, but at least once a calendar quarter
to address all matters relating to such coordination of operations. The
Administrative Committee may also meet by conference telephone or other similar
communications method that permits all persons participating to hear each other
clearly. The Administrative Committee shall have the authority, by unanimous
vote of its members, to make such changes to the Administrative Procedures as it
deems appropriate and in accordance with Prudent Utility Practice, and to
resolve disputes concerning the application of the Administrative Procedures;
provided, however, 

**  Material has been omitted pursuant to a request to the Commission for 
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                                       29
<PAGE>

that the Administrative Committee shall not take any action in conflict with the
terms of this Agreement or the OPC Contracts, nor otherwise modify the terms of
this Agreement.

         17.17. Scheduling Members. Exhibit 17.17 lists the EMCs that are
Scheduling Members. Scheduling Members shall be allocated a portion of OPC
Resources and shall have such scheduling and other rights pertaining thereto as
are provided in the EMC Contracts.

         17.18. Further Assurances. If any Party reasonably determines or is
reasonably advised that any further instruments or any other things are
necessary or desirable to carry out the terms of the Agreement, the other
Parties shall execute and deliver all such instruments and assurances and do all
things reasonably necessary and proper to carry out the terms of this Agreement.

         17.19. RUS Approval. OPC shall use its best reasonable efforts to
obtain RUS approval of the long term arrangement contemplated in Section 6.1(b).

         17.20. Other. LPM agrees that if at any time during the Term it is
asked to supply Electric Energy to any OPC member cooperative (other than
indirectly as contemplated herein, including supplies to Customer Choice
Customers under Section 2.4) then LPM shall either (i) decline to supply such
Electric Energy or (ii) offer to supply such Electric Energy through OPC or its
designee.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


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<PAGE>

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

OGLETHORPE POWER CORPORATION


By:    /s/                              Attest:  /s/
       T. D. Kilgore                            --------------------------
Title: President and Chief                      Patricia Nash
       Executive Officer                Title:  Assistant Secretary


LG&E POWER MARKETING INC.


By:    /s/                              Attest:  /s/
       Larry K. Watson, Jr.                      -------------------------
Title: Director, Valuation &                   David G. Schwartz
       Competitive Analysis             Title: Secretary


LG&E ENERGY CORP.


By:    /s/                              Attest: /s/
       Roger W. Hale                            --------------------------
Title: Chairman of the Board                    John R. McCall
       Chief Executive Officer          Title: Corporate Secretary, General
                                               Counsel, Executive Vice President

**  Material has been omitted pursuant to a request to the Commission for 
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<PAGE>

                                   SCHEDULE A

                                   Definitions

         [**]

         [**]

         "Administrative Committee" means the committee described in Section
17.16.

         "Administrative Procedures" mean the procedures to be developed by LPM,
OPC and Power Marketer in accordance with Section 11.3, as such procedures may
be modified from time to time pursuant to Section 17.16, which procedures will
address the Scheduling and dispatch of the OPC Resources.

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

         [**]

         [**]

         "Assignment for Security" has the meaning specified in Section 17.1.2.

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

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

         "Buyer" means either LPM or OPC, as the case may be, when it is the
Party who is obligated to purchase and receive, or cause to be received,
Electric Energy in connection with a sale hereunder.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       32
<PAGE>

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

         "Computer Tapes" has the meaning specified in Section 7.3.

         "Confidential Information" means this Agreement and any other written
data or information (or an oral communication if the party requesting
confidentiality for such oral communication promptly confirms such communication
in writing) which is privileged, confidential or proprietary or which
constitutes a trade secret under the Georgia Trade Secrets Act of 1990, except
information which (i) is a matter of public knowledge at the time of its
disclosure or is thereafter published in or otherwise ascertainable from any
source available to the public without breach of this Agreement, (ii)
constitutes information which is obtained from a third party (who or which is
not an Affiliate of one of the Parties) other than by or as a result of
unauthorized disclosure, or (iii) prior to the time of disclosure had been
independently developed by the receiving Party or its Affiliates not utilizing
improper means.

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

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

         "Control Area" means an electric power system or combination of
electric power systems to which a common automatic generation control scheme is
applied.

         "CPR" has the meaning specified in Section 14.1(d).

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

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

         "Customer Choice Customer" means a retail customer or prospective
customer of an EMC Customer which has a choice of supplier under Georgia law as
defined under the Georgia Territorial Electric Services Act, whether or not such
customer exercises its rights under the applicable statute on or after the
Effective Date of this Agreement, but shall not include any such 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       33
<PAGE>

retail customer whose requirements are being served by an EMC Customer, under an
existing agreement or rate schedule as of the Effective Date until after
expiration of the applicable agreement or rate schedule.

         "Customer Choice Load" means the Electric Energy requirements of
Customer Choice Customers.

         "Customer Choice Price" means the price at which LPM will serve LPM's
Share of Customer Choice Load, as set forth in Exhibit 5.3 in the case of
Customer Choice Customers described in Section 2.4(a), and as set forth in the
applicable bid accepted by OPC in the case of Customer Choice Customers
described in Section 2.4(b). In the case of the Customer Choice Customers
described in Section 2.4(a), the applicable price set forth in Exhibit 5.3 shall
be the price stated for the EMC listed in such Exhibit in whose service
territory, as depicted in Exhibit 18, the Customer Choice Customer is located.
If a Customer Choice Customer described in Section 2.4(a) is not located in the
service territory of an EMC listed on Exhibit 5.3, including a Customer Choice
Customer within another supplier's service territory that is physically within
the boundaries of an EMC's service territory, the applicable Customer Choice
Customer Price shall be the OPC price listed in Exhibit 5.3.

         "Defaulting Party" has the meaning specified Section 13.1.

         [**]

         "Dispatchable Resources" means the OPC Resources that are so designated
in Exhibit 3.2(i).

         [**]

         "Effective Date" has the meaning specified in Section 6.1.

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

         "EMC" means an electric membership corporation as defined in Section
46-3-171(3) of the Georgia Electric Membership Corporation Act.

         "EMC Contract" means one of those certain Wholesale Power Contracts
between OPC and an EMC, which contract is dated on or after December 1, 1988, as
restated and/or amended from time to time, pursuant to which OPC sells and such
EMC purchases certain Electric Energy required to meet the energy requirements
of its customers for the operation of its system.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       34
<PAGE>

         "EMC Customer" means an electric corporation that is a member of OPC
and which is not a Scheduling Member. EMC Customers are listed in Exhibit 1.62.

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

         "Energy Cost" with respect to the OPC Energy in question means [**]

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

         "Event of Default" has the meaning specified in Section 13.1.
         "FERC" means the Federal Energy Regulatory Commission or any successor
agency which enforces the Federal Power Act, as amended from time to time.

         "FOB the Plant" means FOB railcar or FOB truck at Plant Wansley or
Plant Scherer, as applicable, at LPM's expense for unloading by OPC at OPC's
expense.

         "Force Majeure" means an event which is not within the reasonable
control of the Party (or, in the case of third party obligations or facilities,
the third party) claiming suspension (the "Claiming Party"), and which by the
exercise of due diligence the Claiming Party is unable to overcome in a
commercially reasonable manner or obtain or cause to be obtained a commercially
reasonable substitute performance therefor. Force Majeure includes, but is not
restricted to: [**]

         [**]

         "GPC" means Georgia Power Company.

         "GSOC" means Georgia System Operations Corporation, a non-profit
corporation organized under the laws of the State of Georgia, or any successor
thereto.

         "GTC" means Georgia Transmission Corporation, an electric membership
corporation organized and existing under Title 46 of the Official Code of
Georgia Annotated, or any successor thereto.

         "Hartwell" means the simple cycle gas turbine Units 1 and 2, as
described in the power purchase agreement between OPC and Hartwell Energy
Limited Partnership, which is listed on Exhibit 3.2(i).

         "Impasse Notice" has the meaning specified in Section 14.1(b).

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       35
<PAGE>

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

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

         "Interruptible Load" means any load that can be interrupted in a power
control center.

         "Interval" means an hour, or such other period of time as the
Administrative Committee may determine is appropriate in accordance with the
provisions of Section 17.16.

         "ITS Loss Factor" means the EMC transmission loss factor determined
from time to time pursuant to the ITSA applicable to deliveries of Electric
Energy from any point on the ITS to any EMC Metering Point, [**]

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

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

         "LEC" means LG&E Energy Corp., or any successor thereto.

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

         "Level B-1" means the high side of the step-up transformer of a
generating plant that is an OPC Resource, or other input to the transmission
system (other than Points of Interconnection), either of which interconnects
directly into the ITS. Exhibit 1.43 illustrates Level B-1.

         "LG&E Parties" means LPM and LEC.

         "Long Term Commencement Date" has the meaning specified in Section
6.1(b).

         "LPM" means LG&E Power Marketing Inc., or any successor thereto.

         "LPM Off-System Sales Price" has the meaning specified in Section 5.3.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       36
<PAGE>

         "LPM Sales Price" means [**] the price
for Electric Energy set forth for the applicable period in Exhibit 5.3.

         "LPM's Share of Customer Choice Load" means the applicable percentage
of Customer Choice Load served by the EMC Customers with Electric Energy
acquired by OPC at the Contract Price established in Section 5.3(ii) or
5.3(iii), as determined in accordance with the provisions of Section 2.4.

         "LPM's Share of OPC Load" means the percentage reflected in Exhibit
1.62 of each EMC Customer's requirements for Electric Energy.

         "LPM's Share of OPC Off-System Sales" means 44.178% of OPC's Off-System
Sales under the OPC Off-System Sales Contract listed in Exhibit 2.2.2, and the
applicable percentage to which LPM commits for OPC Off-System Sales under other
OPC Off-System Sales Contracts.

         "LPM's Share of OPC Resources" means the percentage of each OPC
Resource, or portion thereof, shown on Exhibit 3.3, excluding any portion of
such OPC Resources allocated to a Scheduling Member.

         "Must Run Resources" means the OPC Resources that are so designated in
Exhibit 3.2(i).

         "MWh" means megawatt-hour.

         "Negotiation Period" has the meaning specified in Section 14.1(b).

         "NERC" means the North American Electric Reliability Council.

         "Non-Defaulting Party" has the meaning specified in Section 13.2.

         "Non-Summer Period" has the meaning specified in Section 5.4.7.

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

         "Notifying Party" has the meaning specified in Section 13.1.1.

         [**]

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       37
<PAGE>

         "OASIS" means Open Access Same-Time Information System, the information
system and standards of conduct contained in Part 37 of the FERC's regulations
(18 C.F.R. Part 37), as amended from time to time.

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

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

         "OPC Load" means, as of a particular Interval, the entire Electric
Energy requirements (including the requirements of any retail customer with a
choice of supplier under applicable Law, which customer is being served by an
EMC Customer as of the Effective Date) of the EMC Customers listed in Exhibit
1.62, measured at each EMC Metering Point [**], [**]

         "OPC Off-System Sales" means transactions undertaken by OPC or any EMC
Customer pursuant to the OPC Off-System Sales Contracts.

         "OPC Off-System Sales Contracts" means the contract listed on Exhibit
2.2.1 and, subject to the consent of LPM as to those contracts for which LPM
will supply Electric Energy under this Agreement, contracts entered into after
the Effective Date, between OPC or an EMC Customer and third parties whose
facilities are not directly inter-connected to the facilities of either GTC or
an EMC Customer, pursuant to which OPC or an EMC Customer sells Electric Energy
to such third parties.

         "OPC Resources" means the capacity entitlement or other rights with
respect to generating facilities from which, or power purchase contracts, or
other contracts or agreements, under which OPC is required or has the right to
take, purchase or otherwise acquire Electric Energy during the Term and which,
are listed in Exhibit 3.2(i).

         "OPC Restructuring" means the transaction by which OPC shall
restructure to divide its business and assets into three specialized companies
and, among other things, place its transmission assets into GTC.

         "Other Records" has the meaning specified in Section 7.3.

         "Party" means OPC, LPM, or LEC, as applicable, including permitted
assignees of each pursuant to this Agreement.

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       38
<PAGE>

         "Plant Hatch" means the Edwin I. Hatch Nuclear Plant, consisting of two
nuclear generating facilities (and associated common facilities) having a
current name plate capacity of 810 MW for Unit 1 and 820 MW for Unit 2.

         "Plant Scherer" means the Robert W. Scherer Plant, consisting of two
coal generating facilities (and associated common facilities) having a current
total name plate capacity (including interests of all owners) of 818 MW for Unit
1 and 818 MW for Unit 2.

         "Plant Vogtle" means the Alvin W. Vogtle Nuclear Plant, consisting of
two nuclear generating facilities (and associated common facilities) having a
current total name plate capacity (including interests of all owners) of 1160 MW
for Unit 1 and 1160 MW for Unit 2.

         "Plant Wansley" means the Hal B. Wansley Plant, consisting of two coal
generating facilities (and associated common facilities) having a current total
name plate capacity (including interests of all owners) of 865 MW for Unit 1 and
865 MW for Unit 2.

         [**]

         "Power Marketer" means a third party who is authorized by the FERC to
sell Electric Energy at market-based, negotiated rates, and with whom OPC
contracts on a long-term basis for the purchase of Electric Energy required to
supply the portion of OPC Load not supplied under this Agreement.

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

         "Properly Requested" or "Properly Requests" means that LPM has notified
or notifies OPC of specified amounts of OPC Energy that LPM desires to purchase
from specific OPC Resources at specified times during the Term in accordance
with Section 4.3; provided, that any such request must be consistent with the
terms of this Agreement, the OPC Contracts, and the Administrative Procedures;
and provided, further, that all Electric Energy attributable to LPM's Share of
OPC Resources that are Must Run Resources (which LPM is obligated to purchase
pursuant to Section 2.2.1) shall be deemed to be Properly Requested for purposes
of this Agreement.

         "Prudent Utility Practice" means any of the practices, methods and acts
engaged in or approved by a significant portion of the electric industry during
the relevant time period, or any of the practices, methods and acts that, in the
exercise of reasonable judgment in light of the facts 

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       39
<PAGE>

known at the time the decision was made, could have been expected to accomplish
the desired result at 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 include a spectrum of possible practices, methods,
or acts generally acceptable in the region in light of the circumstances.

         "Qualifying Facility" means a facility as defined in Section 210 of the
Public Utilities Regulatory Policy Act of 1978, as amended, and applicable FERC
regulations promulgated thereunder.

         "Regulatory Approvals" means all current and future valid and
applicable orders, approvals, consents, authorizations, permits or certificates
issued by any courts or regulatory bodies (state or federal) having jurisdiction
over a Party, this Agreement, or the performance hereof.

         [**]

         "Representatives" has the meaning specified in Section 7.1.

         "Rocky Mountain" means the Rocky Mountain Pumped Storage Hydroelectric
Generating Facility.

         "RUS" has the meaning specified in Section 12.l(iii).

         "Sales Price" has the meaning specified in Section 2.5(b).

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

         "Scheduling Member" means any of the EMCs listed in Exhibit 17.17.

         "Seller" means either LPM or OPC, as the case may be, when it is the
Party who is obligated to sell and deliver, or cause to be delivered, Electric
Energy.

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

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

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       40
<PAGE>

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

         "SERC" means the Southeastern Electric Reliability Council or any
successor.

         "Statement" has the meaning specified in Section 8.1.

         [**]

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

         "Term" has the meaning specified in Section 6.1.

         [**]

         [**]

         [**]

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

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.


                                       41
<PAGE>

                                EXHIBIT 1.25(iii)

                     Energy Costs for Certain OPC Resources

--------------------------------------------------------------------------------
OPC Resource                                  Costs Included in Energy Cost
--------------------------------------------------------------------------------
Big Rivers                                    [**]
--------------------------------------------------------------------------------
GPC                                           [**]
     Block 1
     Block 2
     Block 4
     Block 5
     Block 6
--------------------------------------------------------------------------------
Florida Power Corp.                           [**]
--------------------------------------------------------------------------------
Entergy Power Inc.                            [**]
--------------------------------------------------------------------------------

----------
**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.

<PAGE>

                                EXHIBIT 1.25(iv)

         Energy Costs Paid by LPM for Certain Qualifying Facilities[**]

                    Year            Energy Charges ($/MWh)
                    ----            ----------------------
                    1997                     [**]
                    1998                     [**]
                    1999                     [**]
                    2000                     [**]
                    2001                     [**]
                    2002                     [**]
                    2003                     [**]
                    2004                     [**]
                    2005                     [**]
                    2006                     [**]
                    2007                     [**]
                    2006                     [**]
                    2009                     [**]
                    2010                     [**]
                    2011                     [**]
    
   [**]

----------
**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.

<PAGE>

                                  EXHIBIT 1.43

                                Level B-1 Diagram

                    [Diagram Omitted From Electronic Filing]

<PAGE>

                                  EXHIBIT 1.62

                                  EMC Customers

          EMC                                Percent of Requirements
          ---                                -----------------------
          ALTAMAHA EMC                                 50%                      
          AMICALOLA EMC                                50%                   
          CANOOCHEE EMC                                50%
          CARROLL EMC                                  50%
          CENTRAL GEORGIA EMC                          50%
          COASTAL EMC                                  50%
          COBB EMC                                     50%
          COLQUITT EMC                                 50%
          COWETA-FAYETTE EMC                            0%
          EXCELSIOR EMC                                50%
          FLINT EMC                                    50%
          GRADY EMC                                    50%
          GREYSTONE POWER CORPORATION, AN EMC          50%
          HABERSHAM EMC                                50%
          HART EMC                                     50%
          IRWIN EMC                                    50%
          JACKSON EMC                                  50%
          JEFFERSON EMC                                50%
          LAMAR EMC                                    50%
          LITTLE OCMULGEE EMC                          50%
          MIDDLE GEORGIA EMC                           50%
          MITCHELL EMC                                 50%
          OCMULGEE EMC                                 50%
          OCONEE EMC                                   50%
          OKEFENOKE RURAL EMC*                         50%
          PATAULA EMC                                  50%
          PLANTERS EMC                                 50%
          RAYLE EMC                                    50%
          SATILLA RURAL EMC                            50%
          SAWNEE EMC                                    0%
          SLASH PINE EMC                               50%
          SNAPPING SHOALS EMC                          50%
          SUMTER EMC                                   50%
          THREE NOTCH EMC                              50%
          TRI-COUNTY EMC                               50%
          TROUP EMC                                    50%
          UPSON COUNTY EMC                             50%
          WALTON EMC                                   50%
          WASHINGTON EMC                               50%
                         
* Subject to Sections 2.1(d) and (e).

<PAGE>

                                   EXHIBIT 2.1
                           Off-System Sales Contracts

Sales Agreement with Alabama Electric Cooperation ("AEC"), dated March 31, 1994.

<PAGE>

                                  EXHIBIT 2.2.1
                                   Page 1 of 1

                                      [**]

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.

<PAGE>

                                  EXHIBIT 2.2.2
                                   Page 1 of 1

                                      [**]

**  Material has been omitted pursuant to a request to the Commission for 
    confidential treatment and has been filed separately with the Commission.

<PAGE>

                                 EXHIBIT 3.2(i)

                                OPC Resources(1)

                                            ------------------------------------
Type of Resource    OPC Resources
                    that are Dispatch-           Minimum           Maximum
                    able                     (OPC Resource)    (OPC Resource)
                    Resources                     (MW)              (MW)
                                            ------------------------------------
Generating Units    Rocky Mountain 1              110.0             212.0
                                            ------------------------------------
                    Rocky Mountain 2              110.0             212.0
                                            ------------------------------------
                    Rocky Mountain 3              110.0             212.0
                                            ------------------------------------
                    Scherer1(2)                   195.0             496.2
                                            ------------------------------------
                    Scherer1(2)                   195.0             498.0
                                            ------------------------------------
                    Tallassee                      N/A                2.0
                                            ------------------------------------
                    Wansley 1(3)                  121.0             253.8
                                            ------------------------------------
                    Wansley 2(3)                  122.0             253.8
                                            ------------------------------------
                                                                16.2 (summer)
                    Wansley CT                     N/A          19.8 (winter)
                                            ------------------------------------

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

(2)      Scherer minimum could be 330 MW if Georgia Power is not taking electric
         energy from its ownership share of the generating facility.

(3)      Wansley minimum could be 430 if other co-owners are not taking electric
         energy from their ownership share of the generating facility.
<PAGE>

                                 EXHIBIT 3.2(i)

                                  (continued)

                                            ------------------------------------
                                                 Minimum           Minimum
                                             (OPC Resource)    (OPC Resource)
                                                  (MW)              (MW)
                                            ------------------------------------
 Purchased Power    GPC Block 1(4)                100               215
                                            ------------------------------------
                    GPC Block 2(4)                100               215
                                            ------------------------------------
                    GPC Block 4(4)                100               215
                                            ------------------------------------
                    GPC Block 5(4)                  0               107
                                            ------------------------------------
                    GPC Block 6(4)                  0               108
                                            ------------------------------------
                    Big Rivers                     25               100
                                            ------------------------------------
                    Entergy                        25               100
                                            ------------------------------------
                                                74 (summer)      148 (summer)
                    Hartwell 1(5)               91 (winter)      182 (winter)
                                            ------------------------------------
                                                74 (summer)      148 (summer)
                    Hartwell 2(5)               91 (winter)      182 (winter)
                                            ------------------------------------
                    Florida Power(6)               0              50 (1997)
                                                                 275 (1998)
                                            ------------------------------------

----------
(4)      100% availability - minimum applies when energy is being scheduled
         under the particular block.

(5)      Unit minimums are governed by Section 7.2.1 of PPA: "Unit to be
         dispatched at a level no less than 50% of the maximum operating
         levels." See Schedule K of the Hartwell PPA for minimum and maximum
         capacities at certain temperatures. If unit is on AGC, unit minimum is
         100 MW and maximum is 150 MW. Hartwell unit operation constrained to no
         more than 2500 hours per unit annually.

(6)      Available only during 1997 and 1998 in the months of June through
         September.

<PAGE>

                                 EXHIBIT 3.2(i)

                                  (continued)

                    OPC Resources           ------------------------------------
                    that are                     Minimum           Maximum
                    Must Run                 (OPC Resource)    (OPC Resource)
                    Resources                     (MW)              (MW)
                                            ------------------------------------
 Generating Units   Hatch 1                        N/A              234.9
                                            ------------------------------------
                    Hatch 2                        N/A              242.1
                                            ------------------------------------
                    Vogtle 1                       N/A              348.6
                                            ------------------------------------
                    Vogtle 2                       N/A              348.6
                                            ------------------------------------
Purchased Power     QF                             N/A               15.6
                                            ------------------------------------
<PAGE>

                           EXHIBIT 3.2(i) (continued)

                         OPC Resources and OPC Contracts

OPC Resource                    Operations Governed By
------------                    ----------------------

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

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

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

Scherer, Units 1 & 2            Plant Robert W. Scherer Units Numbers One and
                                Two Purchase and Ownership Participation
                                Agreement among Georgia Power Company, OPC,
                                Municipal Electric Authority of Georgia and City
                                of Dalton, Georgia, dated as of May 15, 1980;
                                Amendment, dated as of December 30, 1985;
                                Amendment Number Two, dated as of July 1, 1986;
                                Amendment Number Three, dated as of August 1,
                                1988; Amendment Number Four, dated as of
                                December 31, 1990. Plant Robert W. Scherer Units
                                Numbers One and Two Operating Agreement among
                                Georgia Power Company, OPC, Municipal Electric
                                Authority of Georgia and City of Dalton,
                                Georgia, dated as of May 15, 1980; Amendment,
                                dated as of December 30, 1985; Amendment Number
                                Two, dated as of December 31, 1990. Plant
                                Scherer Managing Board Agreement among Georgia
                                Power Company, OPC, Municipal Electric Authority
                                of Georgia and City of Dalton, Georgia, dated as
                                of December 31, 1990. Letter of Intent re: Use
                                of Eastern and Western Coal at Scherer, dated as
                                of January 16, 1992; Letter Agreement re:
                                Capital Modifications and Expenditures for the
                                use of Western Coal at Plant Scherer, dated as
                                of July 7, 1992 

<PAGE>

                           EXHIBIT 3.2(i) (continued)

                                (partially executed). Letter Agreement re:
                                Additional Amendments to the Scherer and Wansley
                                Agreements, dated as of December 31, 1990.

Wansley, Units 1, 2, & CT       Plant Hal B. Wansley Purchase and Ownership
                                Participation Agreement between Georgia Power
                                Company and OPC, dated as of March 26, 1976;
                                Plant Hal Wansley Operating Agreement between
                                Georgia Power Company and OPC, dated as of March
                                26, 1976. Plant Hal Wansley Combustion Turbine
                                Agreement between Georgia Power Company and OPC,
                                dated as of August 2, 1982; Amendment dated as
                                of October 20, 1982.

Tallassee, Units 1 & 2          No Operative Documents.

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

Entergy Purchase                Unit Capacity and Entergy Purchase Agreement
                                between OPC and Entergy Power, Incorporated,
                                dated as of October 11, 1990, Amendment dated
                                September 29, 1992.

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

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

QF Agreements                   Interconnection Policy of OPC and Members for
                                Cogeneration and Small Power Producers, dated as
                                of January, 1994. Agreement for Purchase of
                                Power from Georgia Waste Systems, Inc., dated
                                January 1993. Agreement for Purchase of Power

<PAGE>
                           EXHIBIT 3.2(i) (continued)

                                from Southeast Paper Manufacturing Co., dated as
                                of February 29, 1988; Amendment, dated as of
                                November 11, 1991. Agreement for Purchase of
                                Power from Spartan Mills, dated as of April 6,
                                1992. Agreement for Purchase of Power from
                                Buckeye Cellulose Corporation, executed August
                                6, 1983. Amendment dated September 21, 1993;
                                Second Amendment dated February 11, 1985; Third
                                Amendment dated December 10, 1991; and Fourth
                                Amendment dated September 1, 1996.

Other Agreements
----------------

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

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

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

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

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

Operating Procedures            Rocky Mountain Pumped Storage
                                Hydroelectric Plant Coordination Procedures
                                Agreement between Oglethorpe Power Corporation
                                and Georgia Power Company effective June 1,
                                1995. Plant Scherer Units #1 and #2 Dispatch
                                Procedures 

<PAGE>
                           EXHIBIT 3.2(i) (continued)

                                Rev. 6. Hartwell Energy Facility Operation and
                                Maintenance Procedure for Unit Dispatch
                                effective June 6, 1994. Operating Procedures for
                                use between System Control Center and Rocky
                                Mountain Plant effective November 18, 1994.

<PAGE>

                                 EXHIBIT 3.2(ii)

                                      [**]

OPC Resource                Total Forced             Loss Factor
------------                ------------             -----------
                           and Scheduled
                           -------------
                            Outage Rate
                            -----------
                           --------------------------------------
Hatch 1(7)                     [**]                     [**]
                           --------------------------------------
Hatch 2(7)                     [**]                     [**]
                           --------------------------------------
Rocky Mountain                 [**]                     [**]
                           --------------------------------------
  o Unit 1                     [**]                     [**]
                           --------------------------------------
  o Unit 2                     [**]                     [**]
                           --------------------------------------
  o Unit 3                     [**]                     [**]
                           --------------------------------------
Scherer 1                      [**]                     [**]
                           --------------------------------------
Scherer 2                      [**]                     [**]
                           --------------------------------------
Tallassee 1 & 2                [**]                     [**]
                           --------------------------------------
Vogtle 1(7)                    [**]                     [**]
                           --------------------------------------
Vogtle 2(7)                    [**]                     [**]
                           --------------------------------------
Wansley 1                      [**]                     [**]
                           --------------------------------------
Wansley 2                      [**]                     [**]
                           --------------------------------------
Wansley CT                     [**]                     [**]
                           --------------------------------------

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
(7)      Nuclear planned outages exclude ramp down period prior to full expected
         planned outages above.

<PAGE>

                                   EXHIBIT 3.3

                          LPM's Share of OPC Resources

     Resource                                    Percentage Share

Plant Hatch
      Unit 1                                     44.178% of unit
      Unit 2                                     44.178% of unit
Plant Vogtle
      Unit 1                                     44.178% of unit
      Unit 2                                     44.178% of unit
Plant Scherer
      Unit 1                                     44.178% of unit
      Unit 2                                     44.178% of unit
Plant Wansley
      Unit 1                                     44.178% of unit
      Unit 2                                     44.178% of unit
        CT                                       44.178% of unit
Rocky Mountain
      Unit 1                                     44.178% of unit
      Unit 2                                     44.178% of unit
      Unit 3                                     44.178% of unit
Tallassee                                        44.178% of total plant

Hartwell-Units 1 and 2                           44.178% of total plant
Big Rivers Contract                              44.178% of contract entitlement
Entergy                                          44.178% of contract entitlement
GPC Block 1                                      44.178% of contract entitlement
GPC Block 2                                      44.178% of contract entitlement
GPC Block 4                                      44.178% of contract entitlement
GPC Block 5                                      44.178% of contract entitlement
GPC Block 6                                      44.178% of contract entitlement
Florida Power Corp.                              44.178% of contract entitlement
Southwire Company (QF)                           44.178% of contract entitlement
Herschel Webster (QF)                            44.178% of contract entitlement
Georgia Waste Systems, Inc. (QF)                 44.178% of contract entitlement
Southeast Paper Manufacturing Co. (QF)           44.178% of contract entitlement
Spartan Mills (QF)                               44.178% of contract entitlement

<PAGE>

                                  EXHIBIT 3.8.1
                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.

<PAGE>

                                  EXHIBIT 3.8.3
                                      [**]                     Page 1 of 4


----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.

<PAGE>

                                 EXHIBIT 4.1(b)
                                      [**]                     Page 1 of 23


----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.

<PAGE>

                                   EXHIBIT 5.3
                                   Page 1 of 1

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.

<PAGE>

                                EXHIBIT 5.4.1(a)
                                   Page 1 of 4

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.

<PAGE>

                                EXHIBIT 5.4.1(a)
                                   Page 2 of 4

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                EXHIBIT 5.4.1(a)
                                   Page 3 of 4

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                EXHIBIT 5.4.1(a)
                                   Page 4 of 4

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                EXHIBIT 5.4.1(b)
                                                                  Page 1 of 1

                                                                     [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                   EXHIBIT 5.4.5
                                                                    Page 1 of 1

                                                                       [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                   EXHIBIT 5.4.6

                                                                       [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                EXHIBIT 5.4.7(a)
                                                                Page 1 of 4

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.

<PAGE>

                                                                EXHIBIT 5.4.7(a)
                                                                Page 2 of 4

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                EXHIBIT 5.4.7(a)
                                                                Page 3 of 4

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                EXHIBIT 5.4.7(a)
                                                                Page 4 of 4

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                EXHIBIT 5.4.7(b)
                                                                Page 1 of 1

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                EXHIBIT 5.4.8(a)
                                                                Page 1 of 3

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                EXHIBIT 5.4.8(a)
                                                                Page 2 of 3

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                                                EXHIBIT 5.4.8(a)
                                                                Page 3 of 3

                                      [**]

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**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.
<PAGE>

                                EXHIBIT 5.4.8(b)
                                   Page 1 of 1

                                      [**]

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.

<PAGE>

                                  EXHIBIT 17.2

                               Notices and Payment

LG&E Power Marketing, Inc.:

NOTICES AND CORRESPONDENCE               PAYMENTS

LG&E Power Marketing Inc.                PNC Bank, KY
12500 Fair Lake Circle, Ste. 350         for LG&E Power Marketing, Inc.
Fairfax, VA 22033-3804                   [**]
Attn: President                          [**]
FAX # (703) 968-7145                     Confirmation: LG&E Power Marketing Inc.
                                         Credit and Collections
                                         Attn: Accounts Payable
                                         FAX # (502) 627-4177

[**]

INVOICES

LG&E Power Marketing, Inc.
220 West Main Street
Louisville, KY 40202
Attn: Trading Accounts Payable,
      7th Floor
FAX # (502) 627-4177

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.

<PAGE>

Oglethorpe Power Corporation:

NOTICES AND CORRESPONDENCE            PAYMENTS

2100 East Exchange Place              SunTrust Bank Atlanta
P.O. Box 1349                         for Oglethorpe Power Corporation Master
Tucker, Georgia 30085-1349            Account
Attn:  Manager, System Control        [**]
FAX# (404) 270-7663                   [**]
                                      Confirmation: Oglethorpe Power Corporation
                                                    Samantha Cofield
                                                    Phone: (770) 270-7191
                                                    Fax:   (770) 270-7872

----------
**       Material has been omitted pursuant to a request to the Commission for
         confidential treatment and has been filed separately with the
         Commission.

<PAGE>

                                  EXHIBIT 17.17

                           List of Scheduling Members

Coweta-Fayette EMC
Sawnee EMC


<PAGE>

                                   EXHIBIT 18

                          Map of EMC Service Territory

                        [Omitted From Electronic Filing]