Exhibit 10(a)48

                                TABLE OF CONTENTS


RECITALS 1


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


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


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


DEFINITIONS.............................................................3
         (1) Actual Hourly Facility Generation..........................3
         (2) Actual Hourly OPC Resources Utilization....................4
         (3) Actual Hourly Resource Utilization.........................4
         (4) Affiliate..................................................4
         (5) Available Capability.......................................5
         (6) Available Capability Schedule..............................5
         (7) Block Power Sale Agreement or BPSA.........................5
         (8) Block Resource.............................................5
         (9) Control Area Services......................................5
         (10) Day 6
         (11) Delivery Point............................................6
         (12) Dynamic Scheduling or Dynamically Scheduled...............6
         (13) Effective Date............................................7
         (14) Electric Membership Corporations or EMCs..................7
         (15) Energy Imbalance Service..................................7
         (16) Federal Power Act.........................................7
         (17) FERC......................................................8
         (18) Hour......................................................8
         (19) IIC 8
         (20) Interest Rate.............................................8
         (21) ITS 8
         (22) Joint Committee...........................................8
         (23) Joint-Owned Facility......................................9
         (24) Joint Ownership Agreements................................9
         (25) Level A..................................................11
         (26) Level A to B-1 Loss Factors..............................11
         (27) Level A to B-2 Loss Factors..............................11
         (28) Level B-1................................................11
         (29) Level B-1 to B-2 Loss Factors............................11
         (30) Level B-2................................................11
         (31) Level D..................................................12
         (32) Level D to B-1 Loss Factors..............................12
         (33) Marginal Replacement Fuel Cost...........................12
         (34) Maximum Utilization Level................................12
         (35) Month....................................................12
         (36) Monthly CSA Administration Fee...........................13
         (37) Monthly CSA Implementation Fee...........................13
         (38) NERC.....................................................13
         (39) Non-Territorial Control Area Services....................13
         (40) Nuclear Resource.........................................14
         (41) OPC-Controllable-ITS Resource............................14
         (42) OPC Non-Territorial Load.................................15
         (43) OPC Off-System Resource..................................15
         (44) OPC Off-System Transaction...............................15
         (45) OPC Operational Deficiency...............................16
         (46) OPC Resource.............................................16
         (47) OPC Territorial Load.....................................17
         (48) OPC Total Load Requirements..............................17
         (49) Open Access Transmission Tariff of Southern Companies....17
         (50) Party....................................................18
         (51) Peaking Block Resource...................................18
         (52) Prudent Utility Practice.................................18
         (53) Pseudo CT Resource.......................................19
         (54) Pseudo CT Resource Heat Rate.............................19
         (55) Pseudo Energy............................................19
         (56) Pseudo Energy Purchase...................................19
         (57) Pseudo Energy Sale.......................................20
         (58) Pseudo Schedule[ing] and Dispatch........................20
         (59) Quarter Hour.............................................20
         (60) Real-Time................................................20
         (61) Revised ITSA.............................................20
         (62) SEPA.....................................................20
         (63) SEPA Resource............................................20
         (64) SERC.....................................................21
         (65) Southern Companies.......................................21
         (66) Southern Control Area....................................21
         (67) Southern Dispatch........................................21
         (68) Southern Sub-Region......................................21
         (69) Steam Block Resource.....................................22
         (70) System Marginal Cost.....................................22
         (71) Term.....................................................22
         (72) Territorial Control Area Services........................22
         (73) Territorial Marginal Cost................................22
         (74) Umbrella Agreement.......................................23
         (75) Utilization..............................................23
         (76) Week.....................................................23
         (77) Year.....................................................23


ARTICLE III............................................................24


OPERATING OBLIGATIONS OF THE PARTIES...................................24
         3.1 Basic Operation and Maintenance Obligations...............24
         3.2 Obligations Under Future Standards........................24
         3.3 System Security and Integrity.............................29
         3.4 Supply Deficiencies.......................................29
         3.5 Power Flows...............................................31
         3.6 Survival..................................................31




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ARTICLE IV.............................................................31


OPC-CONTROLLABLE-ITS RESOURCES.........................................31
         4.1 Energy Utilization........................................31
         4.2 Transmission Responsibility...............................32


ARTICLE V..............................................................32


BLOCK RESOURCES........................................................32
         5.1 Dispatch..................................................32
         5.2 Changes in Schedules......................................32
         5.3 Energy Utilization........................................33
         5.4 Emergency Decommitment....................................33
         5.5 Operability of Article....................................33


ARTICLE VI.............................................................33


SEPA RESOURCES.........................................................33
         6.1 Dispatch..................................................33
         6.2 Energy Utilization........................................34
         6.3 Operability of Article....................................34


ARTICLE VII............................................................34


NUCLEAR RESOURCES......................................................34
         7.1 Delivery of and Payment for Energy........................34
         7.2 Energy Utilization........................................34
         7.3 Informational Available Capability and Energy
                  Schedules............................................35


ARTICLE VIII...........................................................36


OPC OFF-SYSTEM TRANSACTIONS............................................36
         8.1 Coordinate with Georgia Power.............................36
         8.2 Minimum Scheduling Notice.................................36
         8.3 Energy Utilization........................................37
         8.4 Load Responsibility.......................................37
         8.5 Oglethorpe Power's Information Obligations................37
         8.6 Transmission Responsibility...............................38
         8.7 Indemnification...........................................38




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ARTICLE IX.............................................................38


MUTUAL BUY/SELL TRANSACTIONS...........................................38


ARTICLE X..............................................................39


PSEUDO CT RESOURCE.....................................................39
         10.1 Available Capability Schedule............................39
         10.2 Changes to Available Capability Schedule.................39
         10.3 Hourly Utilization Schedule..............................40
         10.4 Changes to Utilization Schedule..........................41
         10.5 Pseudo CT Resource Test Energy...........................42
         10.6 Pricing of Pseudo Energy Sales and Purchases.............42


ARTICLE XI.............................................................44


TERRITORIAL CONTROL AREA SERVICES......................................44
         11.1 Availability.............................................44
         11.2 Scheduling, System Control and Dispatch Service..........45
         11.3 Reactive Supply and Voltage Control From Generation
                  Sources Service......................................45
         11.4 Regulation and Frequency Response Service................47
         11.5 Operating Reserve - Spinning Reserve Service.............50
         11.6 Operating Reserve - Supplemental Reserve Service.........54
         11.7 Short-Term Purchase Of Territorial Control Area
                  Services.............................................59


ARTICLE XII............................................................60


ENERGY IMBALANCE SERVICE...............................................60
         12.1 Energy Imbalance.........................................60
         12.2 Inadvertent Energy Bandwidth.............................61
         12.3 Back-Up Capacity Charge..................................61
         12.4 Commitment Cost..........................................62
         12.5 Credit for Hourly Surplus Energy.........................62
         12.6 Payment for Hourly Deficit Energy........................63


ARTICLE XIII...........................................................64


OPERATIONAL DEFICIENCY.................................................64
         13.1 Operational Responsibility...............................64
         13.2 Oglethorpe Power's Real-Time Information Obligations.....64
         13.3 Determination of OPC Operational Deficiency..............65
         13.4 Corrective Action to Eliminate an OPC Operational
                  Deficiency...........................................66
         13.5 No Liability; Indemnity..................................67


ARTICLE XIV............................................................68


NON-TERRITORIAL CONTROL AREA SERVICES..................................68
         14.1 Load Within Southern Control Area........................68
         14.2 Other Loads..............................................69


ARTICLE XV.............................................................70


CONFIDENTIALITY OF DATA................................................70
         15.1 Information Obligations; Confidentiality of Data.........70
         15.2 Information Related To Supply Deficiencies...............71
         15.3 Information Related To Block and CT Resources............72
         15.4 Information Related To Off-System Transactions...........72
         15.5 Information Related To Territorial Control Area
                  Services/Energy Imbalance Service....................73
         15.6 Information Related To Real-Time and Revenue Meter
                  Data.................................................74
         15.7 Information Related To Non-Territorial Control Area
                  Services.............................................76


ARTICLE XVI............................................................77


IMPLEMENTATION AND ADMINISTRATION FEES.................................77
         16.1 CSA Implementation Fee...................................77
         16.2 CSA Administration Fee...................................77


ARTICLE XVII...........................................................78


BILLING AND COLLECTIONS................................................78
         17.1 Billing and Payment......................................78
         17.2 Billing Disputes and Final Accounting....................80
         17.3 Availability of Records..................................82
         17.4 Failure to Make Payments.................................83


ARTICLE XVIII..........................................................84


TERM OF AGREEMENT......................................................84
         18.1 Term.....................................................84
         18.2 Extension of the Term....................................85
         18.3 FERC Changes; Rights to Terminate........................87


ARTICLE XIX............................................................89


MISCELLANEOUS PROVISIONS...............................................90
         19.1 Approvals................................................90
         19.2 Assignment...............................................90
         19.3 Georgia Power's Agent....................................92
         19.4 Cooperation..............................................92
         19.5 No Partnership...........................................92
         19.6 Successors and Assigns...................................93
         19.7 No Third Party Benefit...................................93
         19.8 No Consequential Damages.................................93
         19.9 No Affiliate Liability...................................94
         19.10 Disclaimers of Warranty.................................94
         19.11 Supply Constancy........................................95
         19.12 Time of Essence; No Waiver..............................95
         19.13 Amendments..............................................96
         19.14 Superseding Effect......................................96
         19.15 Notice..................................................96
         19.16 Counterparts............................................97
         19.17 Article and Section Headings............................97
         19.18 Including...............................................97
         19.19 Governing Law...........................................97
         19.20 Section 206 Rights......................................97




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                              REVISED AND RESTATED
                         COORDINATION SERVICES AGREEMENT

                  This REVISED AND RESTATED COORDINATION SERVICES AGREEMENT (the
"Agreement") is entered into as of this 10th day of September, 1997, between and
among GEORGIA POWER COMPANY, a corporation organized and existing under the laws
of the State of Georgia ("Georgia Power"), OGLETHORPE POWER CORPORATION (AN
ELECTRIC MEMBERSHIP CORPORATION), organized and existing under the laws of the
state of Georgia ("Oglethorpe Power" or "OPC"), and GEORGIA SYSTEM OPERATIONS
CORPORATION, a non-profit corporation organized and existing under the laws of
the state of Georgia ("GSOC").
                                    RECITALS
                  WHEREAS, Georgia Power currently provides certain control area
services, scheduling services and other services to Oglethorpe Power pursuant to
that certain Coordination Services Agreement ("CSA") dated November 12, 1990;
and provides a fixed quantity of capacity to Oglethorpe Power pursuant to that
certain Block Power Sale Agreement ("BPSA") dated November 12, 1990, both of
which are presently on file with the Federal Energy Regulatory Commission
("FERC");
                  WHEREAS, Oglethorpe Power has implemented a restructuring plan
whereby the prior operations of Oglethorpe Power have been divided into three
specialized companies: a generation company (which retains the name of
Oglethorpe Power or OPC), a transmission company, Georgia Transmission
Corporation ("GTC"), and a system operating company, GSOC, which provides system
operations functions for the generation and transmission resources of Oglethorpe
Power, the Georgia Transmission Corporation and the members of Oglethorpe Power;
                  WHEREAS, Georgia Power, Oglethorpe Power and GSOC have entered
into a "Memorandum of Understanding For a Revised and Restated Coordination
Services Agreement" dated March 6, 1997, which reflects the Parties' desire to
establish a new service relationship that comports with and accommodates
Oglethorpe Power's restructuring plan by, among other things, (1) revising the
provisions of the CSA relating to the scheduling of resources and the provision
of control area services and (2) recognizing the relationship among Oglethorpe
Power, GTC, GSOC and Georgia Power as regards the services provided under this
Agreement;
                  WHEREAS, Georgia Power, Oglethorpe Power and GSOC desire to
implement their new service relationship by entering into this Agreement, which,
upon its effectiveness, shall supersede the CSA in its entirety.
                  NOW, THEREFORE, for and in consideration of the premises and
the mutual undertakings herein contained and for other good and valuable
consideration, the terms and sufficiency of which are hereby acknowledged,
Georgia Power, Oglethorpe Power and GSOC hereby agree as follows:
                                    ARTICLE I

                           RELATIONSHIP OF THE PARTIES

         (a) The Parties agree that all actions undertaken or representations
made by GSOC or any of its Affiliates in connection with or related to this
Agreement shall be as agent for Oglethorpe Power, and that Oglethorpe Power, as
principal, shall be fully liable for any acts, failures to act, representations
or omissions of GSOC or any of its Affiliates which in any way harm Georgia
Power or Georgia Power's Affiliates. Any references in this Agreement to (i)
facilities owned or controlled by Oglethorpe Power, (ii) transactions undertaken
by Oglethorpe Power, (iii) the performance of Oglethorpe Power, or (iv) loads of
Oglethorpe Power shall include, as appropriate, the facilities, transactions,
performance and/or loads of one or more of GTC, GSOC or the EMCs.
         (b) The Parties agree that all actions undertaken or representations
made by Southern Company Services, Inc. ("SCS") or any of its Affiliates in
connection with or related to this Agreement shall be as agent for Georgia
Power, and that Georgia Power, as principal, shall be fully liable for any acts,
failures to act, representations or omissions of SCS or any of its Affiliates
which in any way harm Oglethorpe Power or Oglethorpe Power's Affiliates.
                                   ARTICLE II
                                   DEFINITIONS
         In addition to the initially capitalized terms and phrases defined in
the preamble of this Agreement, the following initially capitalized terms and
phrases as and when used in this Agreement shall have the respective meanings
set forth below.
         (1)      "Actual Hourly Facility Generation" - means the amount of
                  energy, in megawatt hours (MWH), net of station service
                  energy, which is actually generated during any one Hour by the
                  generation facility associated with the Pseudo CT Resource and
                  delivered to Level B-1, as adjusted for losses using Level A
                  to B-1 Loss Factors, as appropriate. During periods in which
                  the amount determined pursuant to the previous sentence is
                  negative, the Actual Hourly Facility Generation associated
                  with such Pseudo CT Resource shall nevertheless be deemed to
                  be zero megawatt hours (MWH).
         (2)      "Actual Hourly OPC Resources Utilization" - for a given Hour
                  of the Term, means the sum, in megawatt hours (MWH), of the
                  Actual Hourly Resource Utilization during such Hour of each of
                  the OPC Resources.
         (3)      "Actual Hourly Resource Utilization" - of a given OPC Resource
                  during a given Hour of the Term, means the amount of energy,
                  in megawatt-hours (MWH), that Oglethorpe Power is deemed to
                  have utilized during such Hour from such OPC Resource, as such
                  amount of energy is determined pursuant to Articles IV, V, VI,
                  VII, VIII and X and adjusted for losses to Level B-1 as
                  appropriate.
         (4)      "Affiliate" - of any specified corporation, means any other
                  entity directly or indirectly controlling or controlled by or
                  under direct or indirect common control with such specified
                  corporation. For purposes of this definition, "control" when
                  used with respect to any entity means the power to direct the
                  management and policies of such entity, directly or
                  indirectly, whether through the ownership of voting
                  securities, by contract or otherwise; and the terms
                  "controlling" and "controlled" have meanings correlative to
                  the foregoing. "Affiliates" - of any specified corporation
                  means, collectively, more than one (1) Affiliate of the
                  specified corporation. For purposes of this Agreement,
                  Oglethorpe Power, GSOC, GTC and the EMCs (and any successors
                  thereto) shall be deemed Affiliates.
         (5)      "Available Capability" - means the level of maximum possible
                  output at that time associated with a resource that is not
                  unavailable due to outages or deratings (as defined by NERC),
                  or transmission constraints (as defined by NERC).

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

         (7)      "Block Power Sale Agreement" or "BPSA" - means that certain
                  Block Power Sale Agreement between Georgia Power and
                  Oglethorpe Power dated as of November 12, 1990.
         (8)      "Block Resource" - means the generation capability associated
                  with any one (1) of the Component Blocks, as defined in the
                  BPSA. "Block Resources" - means, collectively, more than one
                  Block Resource.

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

                  a. Scheduling, System Control and Dispatch Service
                  b. Reactive Supply and Voltage Control From Generation Sources
                     Service
                  c. Regulation and Frequency Response Service
                  d. Operating Reserve - Spinning Reserve Service
                  e. Operating Reserve - Supplemental Reserve Service.

         (10)     "Day" - means a calendar day, commencing at one (1) minute
                  prior to 12:01 a.m. (Birmingham, Alabama prevailing time) of
                  each such calendar day and ending at one (1) minute after
                  11:59 p.m. (Birmingham, Alabama prevailing time) of such
                  calendar day.
         (11)     "Delivery Point" - means any point on Oglethorpe Power's
                  system at which Oglethorpe Power takes energy off of the ITS,
                  directly or indirectly, as contemplated by virtue of
                  Oglethorpe Power's and its Affiliates' ownership of a portion
                  of the ITS pursuant to the provisions of the Revised ITSA.
                  "Delivery Points" - means, collectively, more than one (1)
                  Delivery Point.
         (12)     "Dynamic Scheduling" or "Dynamically Scheduled" - with respect
                  to this Agreement, means that Oglethorpe Power has the
                  contractual right to provide a Dynamic Schedule (as defined by
                  NERC's "Terms Used in the Policies") for an
                  OPC-Controllable-ITS Resource or an OPC Non-Territorial Load,
                  where (i) such resource or load is physically located in a
                  control area immediately adjacent to the ITS, or (ii) such
                  resource is located within the ITS but is operated by a person
                  or entity engaged in the selling of wholesale power to persons
                  or entities other than Oglethorpe Power; provided, however,
                  that such Dynamic Scheduling must be performed in accordance
                  with appropriate industry standards and procedures and
                  Oglethorpe Power must pay all reasonable costs associated with
                  such Dynamic Scheduling.

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

         (14)     "Electric Membership Corporations" or "EMCs" - means any one
                  or more of those electric membership corporations, identified
                  in Exhibit "A" attached hereto and incorporated herein by this
                  reference (for so long as and to the extent that such EMC or
                  its successor remains a member of Oglethorpe Power); "Electric
                  Membership Corporation" or "EMC" - means any one of the
                  Electric Membership Corporations.
         (15)     "Energy Imbalance Service" - means the service rendered to
                  Oglethorpe Power by Georgia Power which matches Actual Hourly
                  OPC Resources Utilization and OPC Total Load Requirements on
                  an hourly basis and provides any necessary back-up power to
                  Oglethorpe Power to maintain such balance. Energy Imbalance
                  Service shall incorporate a Back-Up Capacity Charge, (Section
                  12.3), a Commitment Cost (Section 12.4), a Credit for Hourly
                  Surplus Energy (Section 12.5), and a Payment for Hourly
                  Deficit Energy (Section 12.6).

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

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

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

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

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

                  (i)      the highest interest rate allowed by law, in
                           accordance with O.C.G.A. ss. 7-4-2(a)(1) (Supp.
                           1989); or
                  (ii)     two (2) percent plus the prime rate, as stated in the
                           Wall Street Journal on the date payment is due.

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

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

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

         (24)     "Joint Ownership Agreements" - associated with a given
                  Joint-Owned Facility, means the following contracts, as they
                  may be amended from time to time:
                     (i)    in the case of the Rocky Mountain Pumped Storage
                            Hydroelectric Generation Facility, that certain
                            Rocky Mountain Pumped Storage Hydroelectric Project
                            Ownership Participation Agreement dated as of
                            November 18, 1988; that certain Rocky Mountain
                            Pumped Storage Hydroelectric Project Operating
                            Agreement dated as of November 18, 1988; and that
                            certain Rocky Mountain Pumped Storage Hydroelectric
                            Plant Coordination Procedures Agreement dated as of
                            May 31, 1995;

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

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

                     (iv)   in the case of Plant Robert W. Scherer Unit Nos.1
                            and 2, that certain Plant Robert W. Scherer Units
                            Number 1 and 2 Purchase and Ownership Participation
                            Agreement dated as of May 15, 1980 and that certain
                            Plant Robert W. Scherer Units Number 1 and 2
                            Operating Agreement dated as of May 15, 1980;
                     (v)    in the case of Plant Hal Wansley Unit Nos. 1 and 2,
                            that certain Plant Hal Wansley Purchase and
                            Ownership Participation Agreement dated as of March
                            26, 1976 and that certain Plant Hal Wansley
                            Operating Agreement dated as of March 26, 1976; and
                    (vi)    in the case of Plant Hal Wansley Unit No. 5A (and
                            the associated Pseudo CT Resource), that certain
                            Plant Hal Wansley Combustion Turbine Agreement dated
                            as of August 2, 1982, as amended by that certain
                            letter from A.W. Dahlberg of Georgia Power to David
                            M. Holmes of Oglethorpe Power dated October 20,
                            1982.
         (25)     "Level A - means the generator voltage side of each step-up or
                  station service transformer of each generation facility of
                  Georgia Power or other entity that supplies power directly
                  into the ITS.
         (26)     "Level A to B-1 Loss Factors" - means factors intended to
                  reflect energy loss from Level A to Level B-1 for generation,
                  as adopted by the Joint Committee.
         (27)     "Level A to B-2 Loss Factors" - means factors intended to
                  reflect energy loss from Level A to Level B-2 for station
                  service, as adopted by the Joint Committee.
         (28)     "Level B-1" - means the transmission voltage side of each
                  step-up transformer of each generation facility of Georgia
                  Power or other entity that supplies power directly into the
                  ITS, or any points of interconnection where power flows into
                  the ITS.
         (29)     "Level B-1 to B-2 Loss Factors" - means factors intended to
                  reflect energy loss from Level B-1 to Level B-2, as adopted by
                  the Joint Committee.
         (30)     "Level B-2" - means the transmission facilities included in
                  the ITS which operate at 115 kV or above or any points of
                  interconnection where power flows out of the ITS, including,
                  but not limited to, station service.

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

         (32)     "Level D to B-1 Loss Factors" - means factors intended to
                  reflect energy loss from Level D to Level B-1, as adopted by
                  the Joint Committee.
         (33)     "Marginal Replacement Fuel Cost" - means the fuel cost, in
                  dollars per millions of British Thermal Units (MMBTU),
                  including the value of SO2 allowances, for the Pseudo CT
                  Resource, as determined in accordance with the IIC marginal
                  fuel cost procedures filed with FERC (as such procedures may
                  be amended from time to time), which is used for Southern
                  Dispatch. Georgia Power shall use reasonable best efforts to
                  make available to Oglethorpe Power the Marginal Replacement
                  Fuel Cost on or before three (3) Days prior to the Day on
                  which such cost will take effect.
         (34)     "Maximum Utilization Level" - means the maximum level of
                  allowed resource Utilization of the Pseudo CT Resource by
                  Oglethorpe Power during an Hour, as reasonably determined by
                  Georgia Power in accordance with Prudent Utility Practice,
                  which shall represent as closely as possible the actual
                  maximum operating limitation on the generation facility
                  associated with such Pseudo CT Resource at that time.
         (35)     "Month" - means a calendar month, commencing at one (1) minute
                  prior to 12:01 a.m. (Birmingham, Alabama prevailing time) on
                  one of January 1, February 1, March 1, April 1, May 1, June 1,
                  July 1, August 1, September 1, October 1, November 1 or
                  December 1 and ending at one (1) minute after 11:59 p.m.
                  (Birmingham, Alabama prevailing time) of the succeeding
                  January 31, February 28 or 29, March 31, April 30, May 31,
                  June 30, July 31, August 31, September 30, October 31,
                  November 30 or December 31. "Monthly" - has a meaning
                  correlative to that of Month.
         (36)     "Monthly CSA Administration Fee" - for a given Month of the
                  Term, means the fee, in dollars per Month ($/Mo), equal to the
                  summation of all costs incurred by Georgia Power or its agent
                  during the previous Month which are reimbursable by Oglethorpe
                  Power under Section 16.2.
         (37)     "Monthly CSA Implementation Fee" - for a given Month of the
                  Term, means the fee, in dollars per Month ($/Mo), equal to the
                  summation of all costs incurred by Georgia Power or its agent
                  during the previous Month which are reimbursable by Oglethorpe
                  Power under Section 16.1.
         (38)     "NERC" - means the North American Electric Reliability
                  Council, including the regional organization(s) to which the
                  Parties belong, and any successor organization.
         (39)     "Non-Territorial Control Area Services" - means Control Area
                  Services associated with OPC Non-Territorial Load, as
                  determined pursuant to Article XIV.

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

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

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

                  (ii)     the generation facility or other resource (a) is
                           directly connected to the ITS or is Dynamically
                           Scheduled, or (b) is connected to a distribution
                           system which is directly connected to the ITS;
                           provided, however, that such facility(ies) has a
                           capability of one (1) megawatt or greater through a
                           single meter; and provided further that the Delivery
                           Point meter readings for such distribution system are
                           adjusted to add back any energy produced by such
                           facility(ies), if appropriate, and that all such
                           Actual Hourly Resource Utilization and Available
                           Capability values are adjusted by appropriate
                           distribution loss factors prior to adjustment by the
                           loss factors defined in this Agreement;

                  (iii)    the generation facility or other resource is within
                           the Southern Control Area; and (iv) the generation
                           facility or other resource is not associated with one
                           of the following

                           types of OPC Resources: a Block Resource, a SEPA
                           Resource, a Nuclear Resource, an OPC Off-System
                           Resource or the Pseudo CT Resource.

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

         (42)     "OPC Non-Territorial Load" - means the hourly sum of
                  Oglethorpe Power's and the EMCs' sales to another person or
                  entity, excluding OPC Territorial Load, adjusted for losses
                  using Level B-1 to B-2 Loss Factors or Level D to B-1 Loss
                  Factors, as appropriate.
         (43)     "OPC Off-System Resource" - means any OPC Off-System
                  Transaction associated with the purchase of energy by
                  Oglethorpe Power or the EMCs. "OPC Off-System Resources" -
                  means, collectively, more than one (1) OPC Off-System
                  Resource.
          (44)    "OPC Off-System Transaction" - means (a) any sales
                  transaction, which serves OPC Non-Territorial Load, between
                  Oglethorpe Power or its Affiliate and another person or
                  entity, where such other person or entity (i) is engaged in
                  the selling of wholesale power, (ii) is not directly connected
                  to the ITS, or (iii) is outside the Southern Control Area;
                  provided, however, that any sale that is Dynamically Scheduled
                  from a single OPC Resource or any sale that is Dynamically
                  Scheduled to serve the load of an entity which is not engaged
                  in selling wholesale power shall not be an OPC Off-System
                  Transaction; (b) any purchase transaction between Oglethorpe
                  Power or its Affiliate and another person or entity, where
                  such other person or entity (i) is engaged in the selling of
                  wholesale power to person(s) or entity(ies) other than
                  Oglethorpe Power, (ii) is not directly connected to the ITS,
                  or (iii) is outside the Southern Control Area; provided,
                  however, that any purchase that is Dynamically Scheduled from
                  a single generation facility shall not be an OPC Off-System
                  Transaction; or (c) any transaction by which GTC provides or
                  causes or allows to be provided transmission service into, out
                  of or across the ITS. "OPC Off-System Transactions" means,
                  collectively, more than one (1) OPC Off-System Transaction.
                  All OPC Off-System Transactions shall be adjusted for losses
                  using Level A to B-1 Loss Factors and/or Level B-1 to B-2 Loss
                  factors, as appropriate.
         (45)     "OPC Operational Deficiency" - from time to time during the
                  Term, means the negative amount, if any, computed by Georgia
                  Power pursuant to and in accordance with Section 13.3.

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

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

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

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

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

         (51)     "Peaking Block Resource" - means the generation capability
                  associated with any one (1) of the "Component Peaking Blocks"
                  (as such term is defined in the Block Power Sale Agreement).
                  "Peaking Block Resources" - means, collectively, more than one
                  (1) Peaking Block Resource.
                  Each Peaking Block Resource is a Block Resource.
         (52)     "Prudent Utility Practice" - means, at a particular time, any
                  of the practices, methods and acts engaged in or approved by a
                  significant portion of the electric utility industry prior to
                  such time, or any of the practices, methods and acts which, in
                  the exercise of reasonable judgment in light of the facts
                  known at the time the decision was made, could have been
                  expected to accomplish the desired results at the lowest
                  reasonable cost consistent with good business practices,
                  reliability, safety and expedition. Prudent Utility Practice
                  is not intended to be limited to the optimum practice, method
                  or act to the exclusion of all others, but rather to be a
                  spectrum of possible practices, methods or acts expected to
                  accomplish the desired results, having due regard for, among
                  other things, manufacturers' warranties and the requirements
                  of governmental authorities of competent jurisdiction and the
                  requirements of this Agreement.

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

         (54)     "Pseudo CT Resource Heat Rate" - means the value shown for
                  station economy (expressed in MMBTU/MWH) for Wansley Unit No.
                  5A, as shown on the then-current IIC Informational Schedule
                  No. 2 or successor thereto, adjusted for losses using the
                  appropriate Level A to B-1 Loss Factor.
         (55)     "Pseudo Energy" - means the integrated hourly difference
                  between (i) the Actual Hourly Resource Utilization of the
                  Pseudo CT Resource in megawatt hours (MWH), less (ii) the
                  Actual Hourly Facility Generation allocated to Oglethorpe
                  Power from the Pseudo CT Resource in megawatt hours (MWH), as
                  determined under the Joint Ownership Agreement governing the
                  Pseudo CT Resource.
         (56)     "Pseudo Energy Purchase" - means, if the Pseudo Energy is
                  negative in an Hour, Georgia Power shall be deemed to have
                  made an energy purchase from Oglethorpe Power equal to the
                  absolute value of the amount of such Pseudo Energy, which
                  purchase shall be subject to the provisions of Section 10.6.
         (57)     "Pseudo Energy Sale" - means, if the Pseudo Energy is positive
                  in an Hour, Georgia Power shall be deemed to have made an
                  energy sale to Oglethorpe Power equal to the amount of such
                  Pseudo Energy, which sale shall be subject to the provisions
                  of Section 10.6.
         (58)     "Pseudo Schedule[ing] and Dispatch" - means the hourly
                  scheduling and dispatch of the Pseudo CT Resource by
                  Oglethorpe Power by and through Georgia Power in accordance
                  with Article X.
         (59)     "Quarter Hour" - means any one of the 15 minute increments
                  starting on each Hour, at 15 minutes past each Hour, at 30
                  minutes past each Hour, and at 45 minutes past each Hour.

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

         (61)     "Revised ITSA" - means that certain Revised and Restated
                  Integrated Transmission System Agreement between Georgia Power
                  and Oglethorpe Power dated as of November 12, 1990, and each
                  of the similar agreements between Georgia Power and the
                  Municipal Electric Authority of Georgia and between Georgia
                  Power and the City of Dalton, Georgia, as amended.
         (62)     "SEPA" - means the Southeastern Power Administration.
         (63)     "SEPA Resource" - from time to time during the Term, means the
                  generation capability associated with Oglethorpe Power's and
                  the EMCs' entitlement to the output of the hydroelectric
                  generation facilities that make up any one (1) SEPA project.
                  "SEPA Resources" - means, collectively, more than one (1) SEPA
                  Resource (or if Oglethorpe Power is scheduling with SEPA as a
                  single resource, pursuant to Section 6.1, at a given time
                  during the Term, then at such time it means that one (1) OPC
                  Resource).

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

         (65)     "Southern Companies" - means, collectively, the operating
                  company affiliates of Southern Company, including Alabama
                  Power Company, Georgia Power Company, Gulf Power Company,
                  Mississippi Power Company, and Savannah Electric and Power
                  Company.
         (66)     "Southern Control Area" - means the electric service area
                  encompassed by the tie lines, including, but not limited to,
                  the pseudo tie lines (as defined by NERC's "Terms Used in the
                  Policies"), between the Southern Companies and other
                  utilities.
         (67)     "Southern Dispatch" - means the ability of Southern Company
                  Services, Inc. (or other Affiliate of Georgia Power) to
                  schedule and control, directly or indirectly, manually or
                  automatically, the output of a generation facility in the
                  Southern Control Area in order to increase or decrease the
                  electricity delivered from such generation facility into the
                  electric system with which it is interconnected.
         (68)     "Southern Sub-Region" - means the sub-region of the
                  Southeastern Electric Reliability Council, including the
                  Southern Control Area, the control area of the Alabama
                  Electric Cooperative, Inc., the control area of South
                  Mississippi Electric Power Association, and the control areas
                  of SEPA.

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

         (70)     "System Marginal Cost" - means the incremental energy cost of
                  Southern Dispatch after serving all sales obligations, which
                  costs shall include fuel expense, variable operating and
                  maintenance expense, fuel handling expense, emissions
                  allowance value, and other appropriate energy-related costs,
                  including, but not limited to, energy purchases, as permitted
                  by the IIC and as determined in the Hour immediately prior to
                  the applicable Hour.
         (71)     "Term" - means the initial term of this Agreement specified in
                  Section 18.1, as such initial or any additional term may be
                  extended for additional term(s) from time to time pursuant to
                  Section 18.2.
         (72)     "Territorial Control Area Services" - means Control Area
                  Services associated with OPC Territorial Load, as determined
                  pursuant to Article XI.
         (73)     "Territorial Marginal Cost" - means the incremental energy
                  cost of Southern Dispatch after serving all Southern Control
                  Area obligations but prior to serving any sales outside the
                  Southern Control Area, which costs shall include fuel expense,
                  variable operating and maintenance expense, fuel handling
                  expense, emissions allowance value, and other appropriate
                  energy-related costs, including, but not limited to, energy
                  purchases, as permitted by the IIC and as determined in the
                  Hour immediately prior to the applicable Hour.
         (74)     "Umbrella Agreement" - means that certain ITSA, Power Sale and
                  Coordination Umbrella Agreement entered into between Georgia
                  Power and Oglethorpe Power as of November 12, 1990. Upon its
                  effectiveness, this Agreement shall be considered a "Packaged
                  Document," as defined in the Umbrella Agreement.
         (75)     "Utilization" - means the energy scheduled by Oglethorpe Power
                  from the Pseudo CT Resource in an Hour, including the effect
                  of changes submitted from time to time by Oglethorpe Power or
                  deemed to be scheduled by Oglethorpe Power, all as determined
                  under Article X, as delivered at Level B-1.
         (76)     "Week" - means each period of seven (7) Days, commencing at
                  one (1) minute prior to 12:01 a.m. (Birmingham, Alabama
                  prevailing time) of each Monday and ending at one (1) minute
                  after 11:59 p.m. (Birmingham, Alabama prevailing time) of each
                  succeeding Sunday.
         (77)     "Year" - means a calendar year, commencing at one (1) minute
                  prior to 12:01 a.m. (Birmingham, Alabama prevailing time) of
                  each January 1 and ending at one (1) minute after 11:59 p.m.
                  (Birmingham, Alabama prevailing time) of each succeeding
                  December 31. "Yearly" - has a meaning correlative to that of
                  Year.
                                   ARTICLE III
                      OPERATING OBLIGATIONS OF THE PARTIES
         3.1 Basic Operation and Maintenance Obligations. Oglethorpe Power and
Georgia Power will each maintain sufficient generating capacity resources,
including reserves to supply its own and its customers' requirements at all
times in the future. Further, Oglethorpe Power and Georgia Power agree to
operate and maintain their systems in accordance with the North American
Electric Reliability Council Operating Manual (including the NERC-OC Reliability
Criteria for Interconnected Systems Operation and the NERC-OC Operating Guides)
and SERC Guidelines (collectively, "NERC Guidelines"), as the same may be
revised from time to time.
         3.2 Obligations Under Future Standards. (a) If NERC or FERC issues
rules, standards or guidelines affecting or otherwise relevant to the Control
Area Services offered under this Agreement, Georgia Power and Oglethorpe Power
agree to revise or amend the sections of this Agreement pertaining to Control
Area Services if and as appropriate in order to comport therewith. To that end,
the Parties agree to use their reasonable best efforts to develop mutually
acceptable, specific performance criteria by which to determine, on an objective
basis, when such rules, standards or guidelines are violated, such criteria to
be incorporated into this Agreement; provided, however, that if Georgia Power
reasonably believes that the Parties will fail to reach an agreement on such
criteria prior to the end of ninety (90) Days, Georgia Power may, at any time
during such negotiations, unilaterally develop and file any changes or revisions
to this Agreement that it believes are appropriate and warranted by such rules,
standards or guidelines (which filing shall include specific performance
criteria by which to determine, on an objective basis, when such rules,
standards or guidelines are violated), to be effective ninety (90) Days after
Georgia Power provides written notice to Oglethorpe Power of the issuance of the
rules, standards or guidelines which it believes are applicable to the
Agreement. Oglethorpe Power shall have the right to challenge Georgia Power's
proposed changes in accordance with FERC regulations and shall have the right to
request that the FERC approve alternative revisions pursuant to FERC
regulations. Upon such filing by Georgia Power or Oglethorpe Power, any Party
shall have the right to terminate this Agreement upon ninety (90) Days prior
written notice to the other Parties, provided, however, that such notice must be
given within 15 Days after a final FERC order on such filing.
         (b) Upon notice of termination under Section 3.2(a), the Parties agree
to use their reasonable best efforts to negotiate a mutually acceptable
successor arrangement to this Agreement (to the extent necessary to recognize
and accommodate the interrelated nature of the Parties' transmission systems and
control area functions within the state of Georgia); provided, however, that, at
any time during such negotiations, Georgia Power may file at the FERC a notice
of termination, effective no earlier than 90 Days following the above notice,
and a proposed successor arrangement with Oglethorpe Power if Georgia Power
reasonably believes that the Parties will fail to reach an agreement on a
successor arrangement prior to the end of ninety (90) Days. Oglethorpe Power
shall have the right to challenge Georgia Power's proposed successor arrangement
in accordance with FERC regulations, shall have the right to request, pursuant
to FERC regulations, that the FERC accept an alternative arrangement between
Georgia Power and Oglethorpe Power, and shall have the right to enter into a
separate arrangement with any other party. However, any election by Oglethorpe
Power to enter into an arrangement with a third party shall not affect Georgia
Power's right to file a proposed successor agreement with Oglethorpe Power which
Georgia Power believes is necessary or appropriate in recognition of and to
accommodate the interrelated nature of the Parties' transmission systems and
control area functions within the state of Georgia. At the end of ninety (90)
Days following any Party's notice of termination to the other Parties, if the
FERC has not issued a final order (a) establishing the terms and conditions of a
successor arrangement between Georgia Power and Oglethorpe Power or (b)
determining that a successor arrangement between Georgia Power and Oglethorpe
Power is not necessary or appropriate, Oglethorpe Power shall, until such final
order is issued, (i) purchase Control Area Services, with the exception of
Reactive Supply and Voltage Control From Generation Sources Service, from
Georgia Power or its agent at the standard rates then in effect under the Open
Access Transmission Tariff of Southern Companies; (ii) continue to purchase
Energy Imbalance Service (including Back-Up Capacity) in accordance with Article
XII of this Agreement; and (iii) continue to self-supply or purchase Reactive
Supply and Voltage Control From Generation Sources Service under this Agreement
in accordance with Section 11.3. In addition, Oglethorpe Power shall continue to
Pseudo Schedule and Dispatch the Pseudo CT Resource in accordance with Article X
of this Agreement until such final order is issued. Any amounts collected from
Oglethorpe Power under this Section 3.2(b) shall be subject to adjustment in
accordance with the terms of a final FERC order accepting Georgia Power's notice
of termination and either (i) establishing the terms and conditions of a
successor arrangement between Georgia Power and Oglethorpe Power or (ii)
determining that a successor arrangement between Georgia Power and Oglethorpe
Power is not necessary or appropriate. For purposes of this Article, a "final
order" shall mean a FERC order which is no longer subject to rehearing under the
FERC's Rules of Practice and Procedure.
         (c) If the FERC accepts the changes or revisions to this Agreement
pursuant to Section 3.2(a), and thereafter Georgia Power reasonably determines,
in accordance with Prudent Utility Practice, that Oglethorpe Power has failed to
comply with the same, Georgia Power may terminate this Agreement upon ninety
(90) Days prior written notice to Oglethorpe Power; provided, however, that the
Parties shall, during such 90-day period prior to termination, review both the
data relied on to support such notice of termination as well as Oglethorpe
Power's performance, and Georgia Power shall rescind such notice if it
reasonably determines that the data is in error such that Oglethorpe Power did
not fail to adequately meet the specified criteria, or if Georgia Power
determines, in its sole discretion, that Oglethorpe Power has adequately
remedied its failure to comply with the specified criteria in accordance with
Prudent Utility Practice. Upon notice of termination, the Parties agree to use
their reasonable best efforts to negotiate a mutually acceptable successor
arrangement to this Agreement (to the extent necessary to recognize and
accommodate the interrelated nature of the Parties' transmission systems and
control area functions within the state of Georgia); provided, however, that at
any time during such negotiations, Georgia Power may file at the FERC a notice
of termination, effective no earlier than 90 Days following the above notice,
and a proposed successor arrangement with Oglethorpe Power if Georgia Power
reasonably believes that the Parties will fail to reach an agreement on a
successor arrangement prior to the end of ninety (90) Days. Oglethorpe Power
shall have no right to challenge Georgia Power's right to seek termination under
this Section 3.2(c). However, Oglethorpe Power (1) shall have the right to
challenge (i) the validity of the data relied on by Georgia Power to support its
notice of termination or (ii) the terms and conditions of Georgia Power's
proposed successor arrangement in accordance with FERC regulations, (2) shall
have the right to request, pursuant to FERC regulations, that the FERC accept an
alternative arrangement between Georgia Power and Oglethorpe Power, and (3)
shall have the right to enter into a separate arrangement with any other party.
However, any election by Oglethorpe Power to enter into an arrangement with a
third party shall not affect Georgia Power's right to file a proposed successor
agreement with Oglethorpe Power which Georgia Power believes is necessary or
appropriate in recognition of and to accommodate the interrelated nature of the
Parties' transmission systems and control area functions within the state of
Georgia. At the end of ninety (90) Days following Georgia Power's notice of
termination to Oglethorpe Power under this Section 3.2(c), if the FERC has not
issued a final order (a) establishing the terms and conditions of a successor
arrangement between Georgia Power and Oglethorpe Power or (b) determining that a
successor arrangement between Georgia Power and Oglethorpe Power is not
necessary or appropriate, Oglethorpe Power shall, until such final order is
issued, (i) purchase Control Area Services, subject to (iii) below, from Georgia
Power or its agent at the standard rates then in effect under the Open Access
Transmission Tariff of Southern Companies; (ii) continue to purchase Energy
Imbalance Service (including Back-Up Capacity) in accordance with Article XII of
this Agreement; and (iii) if the cause for Georgia Power's notice of termination
is not due to Oglethorpe Power's failure to comply with a request for altered
reactive dispatch under Section 11.3, continue to self-supply or purchase
Reactive Supply and Voltage Control From Generation Sources Service under this
Agreement in accordance with Section 11.3. In addition, Oglethorpe Power shall
continue to Pseudo Schedule and Dispatch the Pseudo CT Resource in accordance
with Article X of this Agreement until such final order is issued. Any amounts
collected from Oglethorpe Power under this Section 3.2(c) shall be subject to
adjustment in accordance with the terms of a final FERC order accepting Georgia
Power's notice of termination and either (i) establishing the terms and
conditions of a successor arrangement between Georgia Power and Oglethorpe Power
or (ii) determining that a successor arrangement between Georgia Power and
Oglethorpe Power is not necessary or appropriate.
         3.3 System Security and Integrity. The Parties recognize that Georgia
Power or its agent must have the ability and means to maintain the safe and
reliable operation of the ITS and the surrounding Southern Control Area. To that
end, the Parties agree that (a) Georgia Power shall not unduly discriminate
against Oglethorpe Power, Southern Companies or any other transmission owners
with regard to the redispatch of resources and/or the curtailment of
transactions across any constrained interface, including the allocation of
redispatch-related costs, if any; and (b) Oglethorpe Power shall participate in
the implementation of an appropriate redispatch cost allocation methodology for
the Southern Sub-Region of SERC, such agreement to survive this Agreement.
         3.4 Supply Deficiencies. This Section 3.4 shall apply only if
Oglethorpe Power has elected, for the current Year, to declare interruptible
loads as supplemental operating reserves pursuant to Section 11.6(c) herein. (a)
If, at any time during the Term of this Agreement, Georgia Power or its agent
determines that it is necessary or appropriate to take action to eliminate a
power supply deficiency in the Southern Control Area, and directs Oglethorpe
Power to participate in the elimination of such deficiency, Oglethorpe Power
agrees to take reasonable corrective measures as appropriate, including, without
limitation, load shedding and operations at valves wide open and overpressure,
unless Oglethorpe Power reasonably determines that such operation will be
detrimental to the reliability of the unit or Oglethorpe Power's system.
Oglethorpe Power may sell any energy surpluses resulting from operation at
valves wide open and overpressure to Southern Companies at market rates. Load
shedding shall be coordinated with Georgia Power and shall be implemented on a
pro rata basis, as nearly as practicable, among Oglethorpe Power, Georgia Power
and other ITS participants based on each ITS participant's non-coincident peak
load ratio, as defined in the Revised ITSA, of the quantities assigned to the
ITS (consistent with the IIC allocation procedures for the Southern Control Area
on file at the FERC), and shall be subject to the following curtailment
priorities: (1) non-firm third-party deliveries and interruptible native load
deliveries; and (2) firm load deliveries.
         (b) To the extent action under this Section causes energy surpluses or
Regulation Energy Variance, as described in Article XII and Section 11.4,
respectively, Georgia Power agrees to waive any Regulation Energy Variance
charges, and such Hours shall be excluded from the determination of Commitment
Cost under Section 12.4 of this Agreement. In addition, during the period of
such curtailment, Georgia Power shall credit Oglethorpe Power for any surplus
energy associated with such curtailment at Territorial Marginal Cost in lieu of
the credit determined in accordance with Section 12.5. To the extent Oglethorpe
Power curtails non-firm third-party sales under this Section, Georgia Power
shall credit Oglethorpe Power for such surpluses at the higher of the rates
stated in Section 12.5 or the highest price disclosed by Oglethorpe Power, if
any, of curtailed non-firm transactions of Oglethorpe Power. Similarly, to the
extent Southern curtails non-firm third-party sales under this Section,
Oglethorpe Power shall purchase from Georgia Power deficit energy at the higher
of the rates stated in Section 12.6 or the highest price disclosed by Georgia
Power, if any, of such curtailed non-firm transactions of Southern Companies.
         3.5 Power Flows. Since the systems of Oglethorpe Power, GTC and Georgia
Power are now, or may in the future be, directly interconnected with other
electric systems, it is recognized that because of the physical and electrical
characteristics of the facilities involved, there may be flows of power from
Oglethorpe Power to Georgia Power, or vice versa, through other electric
systems, or from other electric systems through the electric system of
Oglethorpe Power, GTC or Georgia Power. It is likewise recognized that part of
any scheduled delivery of power from Oglethorpe Power to Georgia Power, or vice
versa, may flow through or be displaced through other electric systems.
Oglethorpe Power, GSOC and Georgia Power agree to advise other materially
affected electric systems of such flows and scheduled power transfers, to
attempt to minimize any resulting burden on such other electric systems, as
appropriate, to compensate such other systems for any such resulting burden, and
to maintain communication and good relationships with affected interconnected
third parties.

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

                                   ARTICLE IV
                         OPC-CONTROLLABLE-ITS RESOURCES

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

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

                                    ARTICLE V
                                 BLOCK RESOURCES
         5.1 Dispatch. Except as provided in this Article V, Oglethorpe Power
hereby agrees to commit and schedule energy utilization of the Block Resources
in accordance with, and otherwise to abide by and comply with, the provisions of
the BPSA.
         5.2 Changes in Schedules. Oglethorpe Power shall provide notice to
Georgia Power or its agent at least fifteen (15) minutes prior to the start of
each Quarter Hour of the quantity of energy that Oglethorpe Power wishes to
schedule from a committed Steam Block Resource or any Peaking Block Resource for
such Quarter Hour. Oglethorpe Power may increase or decrease the level of energy
at which a Steam Block Resource is to be utilized during such Quarter Hour until
fifteen (15) minutes prior to the start of such Quarter Hour. Oglethorpe Power
may increase or decrease the level of energy at which a Peaking Block Resource
is to be utilized only once in any thirty (30) minute period, and only upon
fifteen (15) minutes prior notice to Georgia Power, to be effective at the start
of a Quarter Hour.
         5.3 Energy Utilization. For purposes of calculating the Actual Hourly
Resource Utilization of each Block Resource during each Hour of the Term,
Oglethorpe Power shall be deemed to have utilized during such Hour that amount
of energy determined by averaging the four Quarter Hour schedules submitted for
that Hour under Section 5.2 above.
         5.4 Emergency Decommitment. If all OPC Off-System Resources have been
interrupted pursuant to Section 8.1 and Oglethorpe Power continues to have
surplus energy as defined in Article XII, Oglethorpe Power may decommit a Steam
Block Resource on 15 minutes prior notice to Georgia Power, effective at the
start of any Quarter Hour.
         5.5 Operability of Article. This Article V shall be operable from the
Effective Date through the earlier of the date this Agreement terminates or the
date, if any, upon which the BPSA expires; provided, however, that the Parties
may agree to any other mutually satisfactory date through which this Article
shall be operable.
                                   ARTICLE VI
                                 SEPA RESOURCES
         6.1 Dispatch. Oglethorpe Power hereby agrees to commit and schedule
energy utilization of the SEPA Resources in accordance with, and otherwise to
abide by and comply with, the Oglethorpe Power Corporation Scheduling Contract
between Oglethorpe Power and SEPA (Contract No. 89-00-1501-1059), or any
successor contract, and any related procedures adopted by Oglethorpe Power and
SEPA.
         6.2 Energy Utilization. For purposes of calculating the Actual Hourly
Resource Utilization of the SEPA Resources during each Hour of the Term,
Oglethorpe Power shall be deemed to have utilized during such Hour that amount
of energy scheduled by Oglethorpe Power and delivered by SEPA pursuant to the
Oglethorpe Power Corporation Scheduling Contract between Oglethorpe Power and
SEPA (Contract No. 89-00-1501-1059), or any successor contract.
         6.3 Operability of Article. This Article VI shall be operable from the
Effective Date until the earlier of the termination of this Agreement or the
expiration of the Oglethorpe Power Corporation Scheduling Contract between
Oglethorpe Power and SEPA (Contract No. 89-00-1501-1059), or any successor
contract; provided, however, that the Parties may agree to any other mutually
satisfactory date through which this Article shall be operable.
                                   ARTICLE VII
                                NUCLEAR RESOURCES
         7.1 Delivery of and Payment for Energy. Georgia Power's and Oglethorpe
Power's respective rights and obligations concerning the delivery of and payment
for energy from the generation facilities associated with each of the Nuclear
Resources during any given Hour of the Term shall be as set forth in the
respective Joint Ownership Agreements associated with each such Nuclear
Resource.
         7.2 Energy Utilization. For purposes of calculating the Actual Hourly
Resource Utilization of each Nuclear Resource during each Hour of the Term,
Oglethorpe Power shall be deemed to have utilized all energy delivered to
Oglethorpe Power from the generation facility associated with each such Nuclear
Resource during such Hour, as determined by Georgia Power or its agent and
verified by Oglethorpe Power under the Joint Ownership Agreements associated
with each such Nuclear Resource. The amount of such energy utilization shall be
measured by Georgia Power or its agent in megawatt hours (MWH) at the point of
delivery to the ITS.
         7.3 Informational Available Capability and Energy Schedules. (a)
Georgia Power or its agent will provide Oglethorpe Power on or before 11:00 a.m.
(Birmingham, Alabama prevailing time) of the Friday prior to the commencement of
each Week during the Term, for informational purposes under this Agreement only,
a schedule of the expected levels of Available Capability and energy of each of
the Nuclear Resources during each Hour of each Day of the immediately following
Week.
         (b) Georgia Power or its agent shall use good faith efforts to notify
Oglethorpe Power, for informational purposes under this Agreement only, of any
changes to the Available Capability and energy schedule of the Nuclear Resources
for a given Week from time to time during such Week as soon as practicable after
Georgia Power learns of any actual or expected unavailability (or reduction of
Available Capability or energy) of any Nuclear Resource. Notwithstanding the
previous sentence, Georgia Power or its agent, as determined by Georgia Power,
shall provide Oglethorpe Power, on or before 11:00 a.m. (Birmingham, Alabama
prevailing time) of each Day during the Term, for informational purposes under
this Agreement only, notice of any changes to Georgia Power's then-current
Available Capability and energy schedule of the Nuclear Resources for the
immediately following two (2) Days.
                                  ARTICLE VIII
                           OPC OFF-SYSTEM TRANSACTIONS
         8.1 Coordinate with Georgia Power. Oglethorpe Power hereby agrees to
coordinate all OPC Off-System Transactions with Georgia Power or its agent.
Oglethorpe Power further agrees that Georgia Power or its agent shall have to
take instructions for or concerning any OPC Off-System Transaction only from
Oglethorpe Power and that Georgia Power or its agent will ignore instructions
for or concerning any such transaction given by or received from any person or
entity other than Oglethorpe Power. Oglethorpe Power shall notify the Southern
Control Area operator of its desire to interrupt an OPC Off-System Transaction,
and the Southern Control Area operator shall interrupt such transaction as soon
as practicable, provided that all affected parties and control areas have
consented to such interruption.
         8.2 Minimum Scheduling Notice. (a) Any OPC Off-System Transactions
shall be coordinated and scheduled with Georgia Power or its agent in a manner
consistent with the relevant scheduling provisions of Sections 13.8 and 14.6, as
applicable, of the Open Access Transmission Tariff of Southern Companies as they
apply to the initiation of or change in transaction schedules.
         (b) Except as set forth in this Article, this Agreement does not impose
any restrictions upon the right of Oglethorpe Power to schedule OPC Off-System
Transactions.
         8.3 Energy Utilization. For purposes of calculating the Actual Hourly
Resource Utilization associated with each OPC Off-System Resource during each
Hour of the Term, Oglethorpe Power shall be deemed to have utilized all energy
scheduled by Oglethorpe Power during such Hour, in megawatt hours (MWH), as
thereafter verified by Georgia Power or its agent.
         8.4 Load Responsibility. For purposes of calculating the OPC
Non-Territorial Load for each Hour of the Term, Oglethorpe Power shall have a
load responsibility associated with each OPC Off-System Transaction associated
with an energy delivery during such Hour. The amount of such load responsibility
shall be the amount of energy associated with such OPC Off-System Transaction
delivered by or on behalf of Oglethorpe Power, in megawatt hours (MWH), as
finally scheduled by Oglethorpe Power and thereafter verified by Georgia Power
or its agent.
         8.5 Oglethorpe Power's Information Obligations. Oglethorpe Power shall
provide Georgia Power or its agent information concerning all OPC Off-System
Transactions in such detail and upon such frequency as Georgia Power or its
agent reasonably requests in order to schedule each such transaction, support
system security, support load regulation activities and/or support Georgia
Power's or its agent's timely completion of Georgia Power's billing functions
under Article XVII. Such information shall include for each such OPC Off-System
Transaction, without limiting Georgia Power's or its agent's aforesaid right to
reasonably request additional information, all information necessary to
implement NERC Policy 3 or its successor, including, but not limited to, NERC
tagging procedures therein, unless the FERC rules that NERC Policy 3 or the
tagging procedures therein shall not be obligatory. Oglethorpe Power shall not
be required to provide Georgia Power or its agent transaction price information
unless it is required for billing calculations pursuant to Sections 3.4(b),
11.5(f) or 11.6(f) of this Agreement.

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

         8.7 Indemnification. Oglethorpe Power shall indemnify and hold Georgia
Power and its agent harmless from and against any and all losses, costs,
liabilities, damages and expenses (including without limitation attorneys' fees
and expenses) of any kind incurred or suffered by Georgia Power or its agent
pursuant to, as a result of or in connection with Georgia Power's performance
under this Article VIII or the performance or nonperformance of Oglethorpe Power
under this Article VIII, except for losses, costs, liabilities, damages and
expenses (including without limitation attorneys' fees and expenses) incurred or
suffered by Georgia Power or its agent as a direct result of any action of
Georgia Power that violates this Article VIII and that is not in accordance with
Prudent Utility Practice or as a direct result of Georgia Power's or its agent's
willful misconduct.
                                   ARTICLE IX
                          MUTUAL BUY/SELL TRANSACTIONS
         To the extent the Parties wish to engage in buy/sell transactions,
other than pursuant to the BPSA, or otherwise sell or purchase capacity or
energy from each other, such transactions shall be implemented and governed by
separate market-based service agreements to be executed between Oglethorpe Power
and Georgia Power or its agent. These buy/sell transactions shall be declared
and treated as OPC Off-System Transactions.
                                    ARTICLE X

                               PSEUDO CT RESOURCE

         10.1 Available Capability Schedule. (a) The provisions of this Article
shall be applicable for the Term of this Agreement; provided, however, that the
Parties may agree to any other mutually satisfactory date through which this
Article shall be operable.
         (b) Georgia Power or its agent shall provide Oglethorpe Power, on or
before 11:00 a.m. (Birmingham, Alabama prevailing time) on the Friday prior to
the commencement of each Week during the Term, a schedule of the expected
Available Capability of the Pseudo CT Resource during each Hour of each Day of
the immediately following Week and the expected Maximum Utilization Level
thereof ("Available Capability Schedule").
         10.2 Changes to Available Capability Schedule. (a) Georgia Power or its
agent shall use good faith efforts to notify Oglethorpe Power as soon as
practicable after Georgia Power learns of any actual or expected change in
Available Capability of the Pseudo CT Resource; provided, however, that Georgia
Power or its agent shall provide Oglethorpe Power, on or before 11:00 a.m.
(Birmingham, Alabama prevailing time) of each Day during the Term, notice of any
such changes to Georgia Power's then-current Available Capability Schedule for
the immediately following two (2) Days.
         (b) Georgia Power may make changes to the Available Capability Schedule
and to the associated Maximum Utilization Level at any time Georgia Power
reasonably expects the Available Capability of the Pseudo CT Resource to change,
or at such time that such Available Capability has changed, for whatever reason,
including, without limitation, outages or deratings (as defined by NERC), or
transmission constraints (as defined by NERC) affecting the operation of the
Pseudo CT Resource.
         10.3 Hourly Utilization Schedule. (a) Oglethorpe Power shall provide
Georgia Power or its agent on or before 1:30 p.m. (Birmingham, Alabama
prevailing time) on each Day during the Term, a schedule of its anticipated
hourly Utilization of the Pseudo CT Resource for each Hour of the immediately
following Day ("Utilization Schedule").
         (b) Oglethorpe Power's Utilization Schedule shall at all times be
consistent on an Hour by Hour basis with the most recent Available Capability
Schedule provided by Georgia Power to Oglethorpe Power. Any Utilization Schedule
provided by Oglethorpe Power which is not in compliance with such Available
Capability Schedule shall be deemed ineffective. Georgia Power shall use
reasonable best efforts to notify Oglethorpe power that such Utilization
Schedule has been deemed ineffective as soon as practicable following such
event.
         (c) Oglethorpe Power's Utilization of the Pseudo CT Resource must at
all times be either zero or the Maximum Utilization Level. To the extent
Oglethorpe Power schedules any energy from the Pseudo CT Resource at any level
other than zero or such Maximum Utilization Level of the Pseudo CT Resource, it
shall be deemed to have scheduled energy at such Maximum Utilization Level.
         10.4 Changes to Utilization Schedule. (a) Oglethorpe Power may, in its
discretion, make changes to its Utilization Schedule for a given Day from time
to time during such Day, subject to the provisions of this Article. Oglethorpe
Power shall use good faith efforts to notify Georgia Power or its agent of such
changes as soon as practicable after Oglethorpe Power decides to make such
changes.
         (b) Oglethorpe Power shall provide notice to Georgia Power or its agent
at least twenty (20) minutes prior to the start of an Hour of the quantity of
energy that Oglethorpe Power wishes to schedule from the Pseudo CT Resource
during such Hour. Oglethorpe Power may increase or decrease the level of energy
at which the Pseudo CT Resource is to be utilized during such Hour only until
twenty (20) minutes prior to such Hour. The Utilization Schedule for the Pseudo
CT Resource during a given Hour shall become final after twenty (20) minutes
prior to the start of the Hour and shall not thereafter be subject to increase
or decrease by Oglethorpe Power for that Hour.
         (c) Oglethorpe Power shall be required to make such changes to the
Utilization Schedule from time to time during a Day to reflect any changes made
by Georgia Power to the Available Capability Schedule of the Pseudo CT Resource
for such Day. Oglethorpe Power shall make such changes as soon as practicable
after being notified of the actual or expected change in Available Capability;
provided, however, that Oglethorpe Power shall make such changes immediately in
the case of actual or imminent changes in Available Capability.
         (d) For purposes of calculating the Actual Hourly Resource Utilization
of the Pseudo CT Resource during each Hour, Oglethorpe Power shall be deemed to
have utilized during such Hour all energy either (i) shown on the final and
effective Utilization Schedule during such Hour for the Pseudo CT Resource, or
(ii) deemed to have been scheduled by Oglethorpe Power during such Hour from the
Pseudo CT Resource, all in accordance with Sections 10.3, 10.4, or 10.5.
         10.5 Pseudo CT Resource Test Energy. If Plant Hal Wansley Unit No. 5A
is required to operate for test purposes at any time, and Oglethorpe Power is
notified in advance of the scheduling deadline in Section 10.4(b), then
Oglethorpe Power shall be deemed to have scheduled Utilization from the Pseudo
CT Resource at a level equal to Oglethorpe Power's undivided ownership interest
in the Actual Hourly Facility Generation associated with the Pseudo CT Resource.

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

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

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

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

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

                  (2)      the sum of (i) the product equal to (a) the Pseudo CT
                           Resource Heat Rate, times (b) the Marginal
                           Replacement Fuel Cost in effect for the Pseudo CT
                           Resource at such time, plus (ii) the quotient equal
                           to (a) the most recent 12 Months total actual
                           variable O&M and fuel handling expenses for the
                           generation facility associated with the Pseudo CT
                           Resource, divided by (b) the net positive generation
                           from such facility over such 12 Month period, as
                           determined pursuant to the Joint Ownership Agreement
                           accounting procedures employed by Georgia Power or
                           its agent at such time and calculated consistent with
                           the FERC account definitions utilized in the
                           then-current IIC for variable O&M and fuel handling
                           expenses (both (i) and (ii) as measured in dollars
                           per megawatt hour ($/MWH)).
                                   ARTICLE XI
                        TERRITORIAL CONTROL AREA SERVICES
         11.1 Availability. (a) Territorial Control Area Services are those
services which are necessary (i) to effectuate energy deliveries under this
Agreement and (ii) to maintain the integrity of the ITS and the Southern Control
Area pursuant to this Agreement. On a Yearly basis, Oglethorpe Power shall elect
either (i) to purchase all of the Territorial Control Area Services described in
Sections 11.4, 11.5 and 11.6, or (ii) to self-supply all of the Territorial
Control Area Services described in Sections 11.4, 11.5 and 11.6 in the manner
set forth below. If Oglethorpe Power does not notify Georgia Power of its
election to purchase Territorial Control Area Services at least 45 Days prior to
the start of a given Year, Oglethorpe Power shall be deemed to have elected to
self-supply the Territorial Control Area Services described in Sections 11.4,
11.5, and 11.6.
         (b) The Territorial Control Area Services provided under this Article
shall be available only under the terms of this Agreement and shall not survive
the termination of this Agreement. In addition, the Territorial Control Area
Services shall be used solely for the purpose of serving OPC Territorial Load,
and shall not be remarketed or resold by Oglethorpe Power or its Affiliates in
any form to any entity, provided, however, that Oglethorpe Power may at all
times recover the costs of such service from OPC Territorial Load customers.
         11.2 Scheduling, System Control and Dispatch Service. Oglethorpe Power
shall purchase from Georgia Power Scheduling, System Control and Dispatch
Service to serve OPC Territorial Load. Oglethorpe Power shall pay Georgia Power
for Scheduling, System Control and Dispatch Service a charge equal to $0.044960
per kilowatt per month (kW-month) times the OPC Territorial Load coincident with
the most recent twelve (12) monthly peak loads within the Southern Control Area.
Oglethorpe Power and its Affiliates hereby agree that no Party will oppose or
object to the level of the Scheduling, System Control and Dispatch Service rate
proposed by Southern Companies in the proceeding in Docket No. OA96-27 or in any
subsequent proceeding(s) during the Term of this Agreement, provided that no
Party has given notice of termination of this Agreement or, if such notice has
been given, provided that no successor arrangement to this Agreement has been
effectuated.

         11.3 Reactive Supply and Voltage Control From Generation Sources
Service. (a) Oglethorpe Power and GSOC agree that if the Southern Control Area
requires additional or altered reactive dispatch, then the Southern Control Area
operator shall have the right to call for an altered reactive dispatch from OPC
Resources within the Southern Control Area, to the extent such resources are
capable of such operation, including, but not limited to, the operation of
resources which may have been off-line at the time of such request, without
adverse distinction to Oglethorpe Power or GSOC; provided, however, that all
generation facilities that become OPC Resources following the date of execution
of this Agreement shall be capable of operating continuously at a leading power
factor of 0.85. To the extent such requested operation results in additional
costs, such costs shall be treated in accordance with the redispatch cost
allocation methodology, if any, referenced in Section 3.3. Subject to the
provisions of Section 11.3(b) below, Reactive Supply and Voltage Control From
Generation Sources Service ("Reactive Service") will be deemed adequately
provided by OPC Resources within the Southern Control Area as long as and to the
extent that Oglethorpe Power complies with the Southern Control Area operator's
calls for altered reactive dispatch. If Georgia Power reasonably determines, in
accordance with Prudent Utility Practice, that Oglethorpe Power has failed to
comply with the Southern Control Area operator's calls for altered reactive
dispatch, Georgia Power shall treat Oglethorpe Power's failure to comply as a
failure to meet specific performance criteria under Section 3.2(c) of this
Agreement, and may terminate this Agreement upon ninety (90) Days prior written
notice to Oglethorpe Power, in accordance with and subject to the procedures set
forth in Section 3.2(c) of this Agreement.

         (b) At such time that the industry develops a methodology for
accounting for MVAR utilization, the Parties agree to incorporate such
methodology and any resulting fees or charges into this Agreement. Should the
Parties fail to agree on the application of such methodology, Georgia Power may
file at the FERC to incorporate such changes. Oglethorpe Power and its
Affiliates shall have the right to contest the amount of such charge, but may
not contest Georgia Power's right to seek recovery of MVAR-related charges if
implemented pursuant to Section 11.3(b). Likewise, Georgia Power shall not
contest the right of Oglethorpe Power or its Affiliates to seek recovery of
appropriate MVAR-related charges, provided, however, that Georgia Power reserves
the right to contest the amount of any such charges and/or the appropriateness
of recovery from Georgia Power or Southern Companies.
         11.4 Regulation and Frequency Response Service. (a) During the
effectiveness of this Agreement, Oglethorpe Power may elect, pursuant to Section
11.1 (i) to purchase from Georgia Power Regulation and Frequency Response
Service for OPC Territorial Load at rates then in effect under the Open Access
Transmission Tariff of Southern Companies, (ii) to maintain, subject to the
provisions below or any change implemented pursuant to Section 3.2, an adequate
Regulation Energy Variance (see Subsection (b) below) and adequate capacity to
meet its Regulation and Frequency Response Requirement for OPC Territorial Load
("Regulation Requirement"), or (iii) to purchase short term Regulation Service
pursuant to Section 11.7.
         (b) Unless and until a revised test is adopted pursuant to Section
11.4(f), Oglethorpe Power's Regulation Energy Variance shall equal the absolute
value of the difference between the Actual Hourly OPC Resources Utilization and
the Real-Time OPC Total Load Requirements at Level B-1, on an integrated hourly
basis; provided, however, that the absolute value of the difference between
Oglethorpe Power's total metered load and its integrated Real-Time total load is
equal to or less than one percent of the total metered load for at least 95
percent of the Hours in the Month, and, provided further, that the absolute
value of the difference between (i) the integrated total output of the
Joint-Owned Facilities operated by Georgia Power, excluding Plant Hal Wansley
Unit No. 5A, as transmitted by Georgia Power to Oglethorpe Power and (ii) the
total metered output of such facilities is equal to or less than one (1) percent
of the total metered output of such facilities for at least 95 percent of the
Hours in the Month. If the absolute value of the difference between Oglethorpe
Power's total metered load and Oglethorpe Power's integrated Real-Time total
load is greater than one (1) percent of the total metered load for more than
five (5) percent of the Hours in the Month, then, in the discretion of Georgia
Power, total metered loads may be used in lieu of integrated Real-Time total
load for the OPC Total Load Requirements for purposes of the Regulation Energy
Variance for that Month. The comparison of total metered load to integrated Real
Time total load shall exclude all scheduled loads (i.e., those which do not rely
on meters, such as OPC Off-System Transactions). If the absolute value of the
difference between (i) the integrated total output of the Joint-Owned Facilities
operated by Georgia Power, excluding Plant Hal Wansley Unit No. 5A, as
transmitted by Georgia Power to Oglethorpe Power and (ii) the total metered
output of such facilities is greater than one (1) percent of the total metered
output of such facilities for more than five (5) percent of the Hours in the
Month, then such integrated output shall be used in lieu of the Actual Hourly
Resource Utilization of such facilities for purposes of the Regulation Energy
Variance, Spinning Capabilities (Section 11.5(d)) and Supplemental Capabilities
(Section 11.6(d)) for that Month. The comparison of integrated total output to
total metered output for Spinning and Supplemental Capabilities shall only
include the Joint-Owned Facilities operated by Georgia Power and deemed
Qualifying Resources - Spinning.
         (c) Unless and until a different regulating standard is applied to the
Southern Control Area in accordance with Prudent Utility Practice or a revised
test is adopted pursuant to Section 11.4(f), Oglethorpe Power's Regulation
Requirement shall equal 2.09% of the OPC Territorial Load coincident with the
most recent calendar year twelve (12) monthly peak loads of the Southern Control
Area.
         (d) An integrated hourly test shall be performed to ensure that
Oglethorpe Power's Regulation Energy Variance is less than or equal to
Oglethorpe Power's L10, as determined annually in accordance with NERC's
prescribed methodology applied to the maximum OPC Territorial Load from the
preceding Year. If the integrated hourly test (Oglethorpe Power's Regulation
Energy Variance minus Oglethorpe Power's L10) results in a zero or negative
value, then Oglethorpe Power shall be deemed to have adequately maintained its
Regulation Energy Variance for the Hour. However, if such integrated hourly test
results in a positive value, then Oglethorpe Power shall be deemed not to have
adequately maintained such Regulation Energy Variance for the Hour, and
Oglethorpe Power shall be required to purchase its Regulation Energy Variance
from Georgia Power in an amount equal to the difference between its Regulation
Energy Variance in such Hour and Oglethorpe Power's L10 at such time. Until such
time as the Southern Control Area operator releases Plant Wansley Unit Nos. 1
and 2 and Plant Scherer Unit Nos. 1 and 2 for Automatic Generation Control
operation by Oglethorpe Power, Oglethorpe Power's L10 shall be replaced with the
Inadvertent Energy Bandwidth in effect for that Hour, as defined in Section
12.2.
         (e) To the extent Oglethorpe Power is required to purchase its
Regulation Energy Variance from Georgia Power pursuant to the provisions of
Subsection (d) hereto, such requirement shall be purchased from Georgia Power at
a rate calculated in accordance with Exhibit C.
         (f) At such time that the Parties determine that it is practical to do
so, Georgia Power and Oglethorpe Power shall use reasonable best efforts to
negotiate a Real Time regulation performance test, based on applicable
performance criteria adopted by NERC, to replace the test described in Section
11.4(d) above. Unless mutually agreed otherwise, at such time, Oglethorpe
Power's Regulation Requirement for Real Time performance shall be zero megawatts
(such changes to be implemented concurrently for regulation and operating
reserves).
         11.5 Operating Reserve - Spinning Reserve Service. (a) During the
effectiveness of this Agreement, Oglethorpe Power may elect, pursuant to Section
11.1, (i) to purchase from Georgia Power Operating Reserve Spinning Reserve
Service for OPC Territorial Load at rates then in effect under the Open Access
Transmission Tariff of Southern Companies, (ii) to maintain, subject to the
provisions below or any change implemented pursuant to Section 3.2, spinning
operating reserves for OPC Territorial Load, ("Spinning Reserve Requirement"),
or (iii) to purchase short term Spinning Reserve Service pursuant to Section
11.7.
         (b) Oglethorpe Power's Spinning Reserve Requirement shall equal 2.09%
of the OPC Territorial Load coincident with the 1996 twelve (12) monthly peak
loads of the Southern Control Area. The 2.09% value utilized herein shall be
updated and revised, if necessary, to comport with changes in the Southern
Control Area spinning operating reserve requirements, effectuated in accordance
with Prudent Utility Practice, or changes in the resource base for the Southern
Control Area (either an increase or decrease in the contingency size).
         (c) Oglethorpe Power shall maintain its Regulation Requirement and
Spinning Reserve Requirement in unscheduled but on-line OPC Resources which are
qualified to supply Operating Reserve - Spinning Reserve Service ("Spinning
Reserve Service"). In order for an OPC Resource to qualify as a "Qualifying
Resource - Spinning," it must (i) be located within the Southern Control Area;
(ii) be telemetered to the Southern Control Area operator; (iii) be capable of
responding to AGC; (iv) respond to frequency deviations; and (v) be immediately
callable by the Southern Control Area operator, by verbal notification to
Oglethorpe Power's system operator, to produce energy on a pro rata basis, as
nearly as practicable, with the other regulation and spinning operating reserves
of the Southern Control Area. For purposes of this Section, Qualifying Resources
- Spinning shall initially be limited to Steam Block Resources, Plant Scherer
Unit No. 1, Plant Scherer Unit No. 2, Plant Wansley Unit No. 1, Plant Wansley
Unit No. 2 and Rocky Mountain (units which are in the generation mode). From
time to time during the term of this Agreement, Oglethorpe Power may request
that one or more additional OPC Resources be designated and treated as
Qualifying Resources - Spinning. The Parties agree to discuss the issue of
whether such additional OPC Resources meet the above requirements to be
Qualifying Resources - Spinning, as well as the terms and conditions related
thereto, at the time of such request. Oglethorpe Power shall not be precluded
from submitting Dynamically Scheduled OPC Resources or OPC-Controllable-ITS
Resources which are connected to a distribution system for credit as Qualifying
Resources - Spinning; provided, however, that in addition to the above
requirements, such resources must be callable at the sole discretion of
Oglethorpe Power.
         (d) An integrated hourly test shall be performed to ensure that the sum
of (i) the on-line Available Capability of the Qualifying Resources - Spinning
less the Actual Hourly Resource Utilization for such resources (subject to
Section 11.4(b)) and (ii) any Back-Up Capacity purchased by Oglethorpe Power
within the Hour pursuant to Section 12.3 (collectively referred to in this
Subsection as "Spinning Capabilities") are greater than or equal to Oglethorpe
Power's Regulation Requirement and Spinning Reserve Requirement. If the
integrated hourly test (Spinning Capabilities minus Oglethorpe Power's
Regulation and Spinning Reserve Requirements) results in a zero or positive
value, then Oglethorpe Power shall be deemed to have adequately maintained its
Regulation and Spinning Reserve Requirements for the Hour. However, if such
integrated hourly test results in a negative value, then Oglethorpe Power shall
be deemed not to have adequately maintained such requirements for the Hour, and
Oglethorpe Power shall be required to purchase its Regulation and Spinning
Reserve Requirements from Georgia Power in an amount equal to the difference
between Oglethorpe Power's Regulation and Spinning Reserve Requirements and
Oglethorpe Power's Spinning Capabilities.
        (e) To the extent Oglethorpe Power is required to purchase its
Regulation and Spinning Reserve Requirements from Georgia Power pursuant to the
provisions of Subsection (d) hereto, such requirements shall be purchased from
Georgia Power at a rate calculated in accordance with Exhibit D.
         (f) If Oglethorpe Power has elected to maintain its Regulation and
Spinning Reserve Requirements in accordance with Section 11.1, in any Hour in
which the Southern Control Area Operator calls for energy production from
Oglethorpe Power's regulation or spinning operating reserves and Oglethorpe
Power produces surplus energy in connection with such requested operation of OPC
Resources other than Block Resources, Georgia Power shall waive any charges
associated with the Regulation Energy Variance in Section 11.4(d) and shall
credit Oglethorpe Power for such surplus energy at the higher of 1.1 times the
highest off-system transaction price disclosed by Oglethorpe Power, if any, in
effect at the time of the call (either a purchase or a sale) or the credit
determined in accordance with Section 12.5. In addition, such Hour shall be
excluded from the determination of Commitment Cost in Section 12.4. For any such
Hour in which Oglethorpe Power incurs any charges associated with the integrated
hourly tests performed in accordance with Sections 11.5(d) and 11.6(d), the
computation of such charges shall be reduced by an amount commensurate with
Oglethorpe Power's surplus energy production, such surplus to be applied first
to the test set forth in Section 11.6(d) and second to the test set forth in
Section 11.5(d). The foregoing shall in no way restrict Oglethorpe Power's use
of the Block Resources, and any surplus energy produced in such Hour shall be
first credited to the increased output of OPC Resources other than Block
Resources, with any remainder being credited in accordance with Section 12.5.
         For any Hour in which the Southern Control Area operator has called for
energy production from Oglethorpe Power's regulation or spinning operating
reserves prior to ten (10) minutes before the end of such Hour and Oglethorpe
Power does not produce surplus energy, the on-line Available Capability of any
OPC Resource not operated by Georgia Power shall be deemed equal to Oglethorpe
Power's entitlement to the greater of (i) the integrated hourly output of such
resource, or (ii) the minimum output level maintained by the resource between
ten (10) minutes following the call and the earlier of the end of the call or
the end of each such Hour. The on-line Available Capability of any Georgia Power
operated resources shall continue to be determined in accordance with the
operating procedures for such resources. In addition, the rate for deficit
energy in excess of the Actual Hourly Resource Utilization of the committed
Block Resources less the then current load carrying capability of such Block
Resources shall be the higher of 1.1 times the highest off-system transaction
price disclosed by Georgia Power, if any, in effect at the time of the call
(either a purchase or a sale) or the rate determined in accordance with Section
12.6.
         (g) At such time that the Parties determine that it is practical to do
so, Georgia Power and Oglethorpe Power shall use reasonable best efforts to
negotiate a Real Time spinning operating reserve performance test to replace the
test in Section 11.5(d) above, based on Oglethorpe Power's highest instantaneous
load within the Hour (such changes to be implemented concurrently for regulation
and operating reserves).
         11.6 Operating Reserve - Supplemental Reserve Service. (a) During the
effectiveness of this Agreement, Oglethorpe Power may elect, pursuant to Section
11.1, (i) to purchase from Georgia Power Operating Reserve - Supplemental
Reserve Service for OPC Territorial Load at rates then in effect under the Open
Access Transmission Tariff of Southern Companies, (ii) to maintain, subject to
the provisions below or any change implemented pursuant to Section 3.2,
supplemental operating reserves for OPC Territorial Load ("Supplemental Reserve
Requirement"), or (iii) to purchase short term Supplemental Reserve Service
pursuant to Section 11.7.
         (b) Oglethorpe Power's Supplemental Reserve Requirement shall equal
2.09% of the OPC Territorial Load coincident with the 1996 twelve (12) monthly
peak loads of the Southern Control Area. The 2.09% value utilized herein shall
be updated and revised, if necessary, to comport with changes in the Southern
Control Area supplemental operating reserve requirements, effectuated in
accordance with Prudent Utility Practice, or changes in the resource base for
the Southern Control Area (either an increase or decrease in the contingency
size).
         (c) Oglethorpe Power shall maintain its Regulation, Spinning and
Supplemental Reserve Requirements from unscheduled OPC Resources which are
qualified to supply Spinning Reserve Service or Operating Reserve Supplemental
Reserve Service ("Supplemental Reserve Service") and qualifying interruptible
load. In order for an OPC Resource to qualify as a "Qualifying Resource -
Supplemental," it must (i) be located in the Southern Control Area; (ii) be
telemetered to the Southern Control Area operator; (iii) be capable of
synchronous operation at the output level declared by Oglethorpe Power for
Supplemental Reserve Service within ten (10) minutes of initial call by the
Southern Control Area operator to the Oglethorpe Power system operator; and (iv)
be immediately callable by the Southern Control Area operator, by verbal
notification to the Oglethorpe Power system operator, to produce energy on a pro
rata basis, as nearly as practicable, with the other supplemental operating
reserves of the Southern Control Area. For purposes of this Section, Qualifying
Resources Supplemental shall initially be limited to fifteen (15) percent of the
Peaking Block Resources and Rocky Mountain (pumping load, and/or synchronous
condensing in the generation direction or off-line units while operating in a
mode which permits the declared level of synchronous output within 10 minutes of
initial call). From time to time during the term of this Agreement, Oglethorpe
Power may request that one or more additional OPC Resources be designated and
treated as Qualifying Resources - Supplemental. The Parties shall discuss the
issue of whether such additional OPC Resources meet the above requirements to be
Qualifying Resources - Supplemental, as well as the terms and conditions related
thereto, at the time of such request. Oglethorpe Power shall not be precluded
from submitting Dynamically Scheduled OPC Resources or OPC-Controllable-ITS
Resources which are connected to a distribution system for credit as Qualifying
Resources - Supplemental; provided, however, that, in addition to the above
requirements, such resources must be callable at the sole discretion of
Oglethorpe Power. Qualifying interruptible loads must (i) be interruptible
within 10 minutes of initial call by the Southern Control Area operator to the
Oglethorpe Power system operator, (ii) be callable at the sole discretion of
Oglethorpe Power, and (iii) meet NERC guidelines for the treatment of
interruptible loads as non-spinning operating reserves. Oglethorpe Power must
declare which, if any, interruptible loads shall be included as qualifying
interruptible loads at least 45 Days prior to the commencement of each Year,
This declaration shall constitute an election for purposes of Section 3.4.
         (d) An integrated hourly test shall be performed to ensure that the sum
of (i) the on-line Available Capability of the Qualifying Resources - Spinning
less the Actual Hourly Resource Utilization of such resources (subject to
Section 11.4(b)), (ii) the Available Capability of Qualifying Resources -
Supplemental less the Actual Hourly Resource Utilization of such resources;
(iii) the current hourly loads of each qualifying interruptible customer in
excess of that customer's firm contract demand; (iv) any Back-Up Capacity
purchased by Oglethorpe Power within the Hour under Section 12.3; and (v) any
Regulation and Spinning Reserve Requirements purchased by Oglethorpe Power
within the Hour pursuant to Section 11.5 (collectively referred to in this
Subsection as "Supplemental Capabilities") is greater than or equal to
Oglethorpe Power's Regulation Requirement, Spinning Reserve Requirement and
Supplemental Reserve Requirement. If the integrated hourly test (Supplemental
Capabilities minus Oglethorpe Power's Regulation, Spinning Reserve and
Supplemental Reserve Requirements) results in a zero or positive value, then
Oglethorpe Power shall be deemed to have adequately maintained its Supplemental
Reserve Requirement for the Hour. However, if such integrated hourly test
results in a negative value, then Oglethorpe Power shall be deemed not to have
adequately maintained such requirement, and Oglethorpe Power shall be required
to purchase its Supplemental Reserve Requirement from Georgia Power in an amount
equal to the difference between Oglethorpe Power's Regulation, Spinning Reserve
and Supplemental Reserve Requirements and Oglethorpe Power's Supplemental
Capabilities.
         (e) To the extent Oglethorpe Power is required to purchase its
Supplemental Reserve Requirement from Georgia Power pursuant to the provisions
of Subsection (d) hereto, such requirement shall be purchased from Georgia Power
at a rate calculated in accordance with Exhibit E.
         (f) If Oglethorpe Power has elected to maintain its Supplemental
Reserve Requirement in accordance with Section 11.1, in any Hour in which the
Southern Control Area Operator calls for energy production from Oglethorpe
Power's supplemental operating reserves and Oglethorpe Power produces surplus
energy in connection with such requested operation of OPC Resources other than
Block Resources, Georgia Power shall waive any charges associated with the
Regulation Energy Variance in Section 11.4(d), and shall credit Oglethorpe Power
for such surplus energy at the higher of 1.1 times the highest off-system
transaction price disclosed by Oglethorpe Power, if any, in effect at the time
of the call (either a purchase or a sale) or the credit determined in accordance
with Section 12.5. In addition, such Hour shall be excluded from the
determination of Commitment Cost in Section 12.4. For any such Hour in which
Oglethorpe Power incurs any charge associated with the integrated hourly test
performed in accordance with Section 11.6(d), the computation of such charge
shall be reduced by an amount commensurate with Oglethorpe Power's surplus
energy production, such surplus to be applied to the test set forth in Section
11.6(d). The foregoing shall in no way restrict Oglethorpe Power's use of the
Block Resources, and any surplus energy produced in such Hour shall be first
credited to the increased output of OPC Resources other than Block Resources,
with any remainder being credited in accordance with Section 12.5.
         For any Hour in which the Southern Control Area operator has called for
energy production from Oglethorpe Power's supplemental operating reserves prior
to ten (10) minutes before the end of such Hour and Oglethorpe Power does not
produce surplus energy, the Available Capability of any OPC Resource not
operated by Georgia Power shall be deemed equal to Oglethorpe Power's
entitlement to the greater of (i) the integrated hourly output of such resource,
or (ii) the minimum output level maintained by the resource between ten (10)
minutes following the call and the earlier of the end of the call or the end of
each such Hour. The Available Capability of any Georgia Power operated resources
shall continue to be determined in accordance with the operating procedures for
such resources. In addition, the rate for deficit energy in excess of the Actual
Hourly Resource Utilization of the committed Block Resources less the then
current load carrying capability of such Block Resources shall be the higher of
1.1 times the highest off-system transaction price disclosed by Georgia Power,
if any, in effect at the time of the call (either a purchase or a sale) or the
rate determined in accordance with Section 12.6.
         (g) At such time that the Parties determine that it is practical to do
so, Georgia Power and Oglethorpe Power shall use reasonable best efforts to
negotiate a Real Time supplemental operating reserve performance test to replace
the test in Section 11.6(d) above, based on Oglethorpe Power's highest
instantaneous load within the Hour (such changes to be implemented concurrently
for regulation and operating reserves).

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

         (b) Oglethorpe Power may purchase short-term Spinning and Supplemental
Reserve Services in accordance with the terms of Section 11.7(c) and (d) below
if any two or more of the Qualifying Resources Spinning and/or Supplemental (i)
are unavailable due to unplanned outages (as defined by NERC), or (ii) in the
case of Block Resources, are derated to zero MW load carrying capability, in
accordance with the BPSA.
         (c) A short-term purchase under this Section shall commence at midnight
following Oglethorpe Power's request; provided, however, that such request shall
be made no later than four (4) o'clock p.m. (Birmingham, Alabama time) on the
Monday through Friday following a 12-Hour period after such qualifying event
occurs. A short-term purchase of Regulation Service under this Section shall end
at midnight following (i) the repair of Oglethorpe Power's control center
equipment or (ii) a change in operating status of the applicable generating
units, such that the qualifying condition no longer exists, subject to the
minimum service duration set forth in Section 11.7(d) below. A short-term
purchase of Spinning and Supplemental Reserve Services under this Section shall
end at midnight following a change in operating status of the applicable
generating units, such that the qualifying condition no longer exists, subject
to the minimum service duration set forth in Section 11.7(d) below.
         (d) In its request for short-term Regulation Service and/or short-term
Spinning and Supplemental Reserve Services, Oglethorpe Power shall identify the
event(s) which qualify Oglethorpe Power for such service(s), the service(s)
Oglethorpe Power wishes to purchase, and the minimum duration of such
service(s), either 30 Days or 120 Days. Oglethorpe Power may purchase Regulation
Service separately from Spinning and Supplemental Reserve Services, but must
purchase Spinning Reserve Service and Supplemental Reserve Service together. The
rates for all short term services under this Section are set forth in Exhibit F.
                                   ARTICLE XII
                            ENERGY IMBALANCE SERVICE

         12.1 Energy Imbalance. (a) For each Hour of the Term, Georgia Power
shall calculate the Energy Imbalance as the difference between: (i) the Actual
Hourly OPC Resources Utilization in the Hour, as measured at or adjusted to
Level B-1, less (ii) OPC Total Load Requirements.

         (b) If the Energy Imbalance is positive, then Oglethorpe Power has
surplus energy in such Hour and is deemed to have sold energy to Georgia Power
in an amount equal to this difference under the terms of Section 12.5 of this
Agreement, and Oglethorpe Power may incur Commitment Costs associated with such
sale in accordance with Section 12.4 of this Agreement.
         (c) If the Energy Imbalance is negative, then Oglethorpe Power has
deficit energy in such Hour and is deemed to have purchased from Georgia Power
energy in an amount equal to the absolute value of this difference under the
terms of Sections 12.3, 12.4, and 12.6 of this Agreement.

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

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

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

         12.3 Back-Up Capacity Charge. If Oglethorpe Power has hourly deficit
energy and the absolute value of such deficit is greater than the absolute value
of the difference between (i) the sum of the Actual Hourly Resource Utilization
of all Block Resources and the Pseudo CT Resource, less (ii) the sum of the
then-current load carrying capability of all Block Resources and the Maximum
Utilization Level of the CT Resource ("Difference"), then Oglethorpe Power shall
pay Georgia Power a Back-Up Capacity Charge equal to the product of: (i) the
absolute value of the hourly deficit energy minus the absolute value of the
Difference for that Hour, and (ii) the greater of the Critical Period rate for
Regulation and Spinning Reserve Requirements (see Exhibit D) and 400 dollars per
megawatt hour ($/MWH).
         12.4 Commitment Cost. (a) If Oglethorpe Power has surplus energy during
any Hour of the Day that is greater than the IEBs for that Hour, then, unless
such Hour is excluded pursuant to Section 3.4(b), 11.5(f) or 11.6(f), Oglethorpe
Power shall pay Georgia Power a Commitment Cost equal to the product of: (i) the
maximum amount of hourly surplus energy in that Day and (ii) the Commitment Cost
Rate for that Day. The Commitment Cost Rate, in dollars per megawatt day, shall
be calculated pursuant to Georgia Power's current practice, as set forth in
Exhibit B; provided, however, that any changes to such practices as applied to
this Agreement shall be agreed to in advance by the Parties.
         (b) If Oglethorpe Power has deficit energy in any Hour of a Day that is
less than the IEBD for that Hour, then Oglethorpe Power shall pay a Commitment
Cost to Georgia Power for that Day equal to the product of (i) the maximum of
the absolute value of the hourly deficit energy in that Day and (ii) the
Commitment Cost Rate for that Day.
         12.5 Credit for Hourly Surplus Energy. In each Hour when Oglethorpe
Power has surplus energy, Georgia Power shall credit Oglethorpe Power for this
surplus energy an amount equal to the sum of:
         (a)  the product of
                  (i)    the amount of the hourly surplus energy, up to but not
                         greater than the IEBS for that Hour, times (ii) the
                         Territorial Marginal Cost for that Hour (unless
                         modified by Sections 3.4(b), 11.5(f) or 11.6(f)), and
         (b)  the product of
                  (i)      the amount of the hourly surplus energy, if any,
                           which is greater than the IEBS for that Hour, times
                           (ii) the lesser of System Marginal Cost for that Hour
                           minus ten dollars per megawatt hour ($/MWH) and
                           Territorial Marginal Cost for that Hour (unless
                           modified by Sections 3.4(b), 11.5(f) or 11.6(f)).

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

         (a)  the product of
                  (i)      the amount of the absolute value of the hourly
                           deficit energy, up to but not greater than the
                           absolute value of the IEBD for that Hour, times
                           (ii)the System Marginal Cost for that Hour (unless
                           modified by Sections 3.4(b), 11.5(f) or 11.6(f)), and
         (b)  the product of
                  (i)      the amount of the absolute value of the hourly
                           deficit energy, if any, which is greater than the
                           absolute value of the IEBD for that Hour, times (ii)
                           the System Marginal Cost for that Hour plus ten
                           dollars per megawatt hour ($/MWH) (unless modified by
                           Sections 3.4(b), 11.5(f) or 11.6(f)).
                                  ARTICLE XIII
                             OPERATIONAL DEFICIENCY
         13.1 Operational Responsibility. Oglethorpe Power and Georgia Power
shall each be responsible for committing sufficient resources, scheduling energy
utilization therefrom and maintaining sufficient actual or deemed spinning
reserve levels to meet reasonably foreseeable operating contingencies, to
accommodate load forecast errors, transmission and generation equipment failures
and similar matters and to ensure that its resources as nearly as possible equal
its resource requirements on an instantaneous basis.
         13.2 Oglethorpe Power's Real-Time Information Obligations. (a)
Oglethorpe Power shall provide Georgia Power or its agent information concerning
the output levels of the OPC-Controllable-ITS Resources and the scheduled output
of the SEPA Resources on a Real-Time basis, in such detail as Georgia Power or
its agent reasonably requests in order to support system security or load
regulation activities. Oglethorpe Power shall provide such Real-Time information
through a combination of telemetered and estimated values consistent with
Prudent Utility Practice. Oglethorpe Power shall not be required to provide
Hourly individual unit output levels to Georgia Power or its agent unless it is
necessary or appropriate for the above purposes. In addition, Oglethorpe Power
shall also provide Georgia Power or its agent revenue metering records, in
electronic form if available, of the actual output of the OPC-Controllable-ITS
Resources and the delivered output of the SEPA Resources in such detail and upon
such frequency as Georgia Power or its agent reasonably requests in order to
support, verify and timely complete either or both Oglethorpe Power's
calculation of the Actual Hourly Resource Utilization of the
OPC-Controllable-ITS Resources under Section 4.1 and Georgia Power's billing
functions under Article XVII.
         (b) Oglethorpe Power shall provide Georgia Power or its agent Real-Time
information concerning energy usage by Oglethorpe Power as measured at each of
Oglethorpe Power's Delivery Points, in such detail as Georgia Power or its agent
reasonably requests to support system security or load regulation activities.
Oglethorpe Power shall provide such Real-Time information through a combination
of telemetered and estimated values in such form as is reasonably suitable to
Georgia Power or its agent. In addition, Oglethorpe Power shall provide Georgia
Power or its agent revenue metering records, in electronic form, of the actual
energy flows at each of the Delivery Points in such detail and upon such
frequency as Georgia Power or its agent reasonably requests in order to support,
verify and timely complete Georgia Power's calculation of OPC Total Load
Requirements and Georgia Power's billing functions under Article XVII.
         13.3 Determination of OPC Operational Deficiency. (a) Oglethorpe Power
shall provide Georgia Power or its agent, on a Real-Time basis, (1) the sum of
the instantaneous Actual Hourly Resource Utilization of each of the OPC
Resources at Level B-1, and (2) Oglethorpe Power's instantaneous values for OPC
Total Load Requirements at Level B-1.
         (b) Georgia Power or its agent shall, using the information provided by
Oglethorpe Power pursuant to Section 13.3(a), as verified by Georgia Power or
its agent, determine if there is an OPC Operational Deficiency, from time to
time during the Term on as near an instantaneous basis as practicable given the
timing of Oglethorpe Power's provision of such information. An OPC Operational
Deficiency is the amount equal to the difference between (1) the sum provided by
Oglethorpe Power pursuant to Section 13.3(a)(1); minus (2) the amount provided
by Oglethorpe Power pursuant to Section 13.3(a)(2), if such difference is
negative.
         (c) Oglethorpe Power shall provide Georgia Power or its agent the
Real-Time information required pursuant to this Article through a combination of
telemetered and estimated values in such form consistent with Prudent Utility
Practice.
         (d) The existence of an OPC Operational Deficiency is an indicator to
the Parties of a circumstance relevant to monitoring system conditions to ensure
system security and reliability.
         13.4 Corrective Action to Eliminate an OPC Operational Deficiency. This
Section 13.4 shall apply only if Oglethorpe Power has not elected, for the
current Year, to declare interruptible loads as supplemental operating reserves
pursuant to Section 11.6(c) herein. (a) If at any time during the Term an OPC
Operational Deficiency exists and Georgia Power or its agent determines that it
is necessary or appropriate, in accordance with the CSA-IOD Interruption
Procedures developed by Georgia Power or its agent, for Oglethorpe Power to take
action to eliminate such OPC Operational Deficiency, then Oglethorpe Power, at
the direction of Georgia Power or its agent, shall take such action or actions
as Oglethorpe Power, in its sole discretion, deems necessary or appropriate
(including, without limitation, load shedding) to eliminate such OPC Operational
Deficiency.
         (b) Should Georgia Power or its agent have given a direction to
Oglethorpe Power to eliminate an OPC Operational Deficiency pursuant to Section
13.4(a), and if after a reasonable time, in accordance with the CSA-IOD
Interruption Procedures developed by Georgia Power or its agent, Oglethorpe
Power shall not have eliminated such OPC Operational Deficiency, then Georgia
Power or its agent may take such action or actions consistent with Prudent
Utility Practice as Georgia Power or its agent deems necessary or appropriate to
eliminate the OPC Operational Deficiency, including, without limitation, load
shedding and opening any of the interconnections between Georgia Power and
Oglethorpe Power.
         (c) Neither Georgia Power nor Oglethorpe Power shall be required to
shed load in order to allow the other to maintain an operational deficiency.
         13.5 No Liability; Indemnity. (a) Neither Georgia Power nor its agent
shall have any liability to Oglethorpe Power or any other person or entity for
any losses, costs, liabilities, damages or expenses (including without
limitation attorneys' fees and expenses) of any kind incurred or suffered
pursuant to, as a result of, or in connection with any action taken by or at the
direction of Georgia Power under this Article XIII, except for losses, costs,
liabilities, damages or expenses (including without limitation attorneys' fees
and expenses) resulting directly from actions taken by or directions given by
Georgia Power that are in violation of this Article XIII and that are not
Prudent Utility Practice or resulting directly from willful misconduct of
Georgia Power or its agent.
         (b) Oglethorpe Power hereby indemnifies and holds Georgia Power and its
agent harmless from and against any and all losses, costs, liabilities, damages
and expenses (including without limitation attorneys' fees and expenses) of any
kind incurred or suffered by Georgia Power or its agent pursuant to, as a result
of or in connection with Oglethorpe Power's performance or nonperformance under
Section 13.4, including, but not limited to, any action taken by or at the
direction of Georgia Power under Section 13.4, except for losses, costs,
liabilities, damages or expenses (including without limitation attorneys' fees
and expenses) resulting directly from actions taken by or directions given by
Georgia Power that are not Prudent Utility Practice or from willful misconduct
of Georgia Power or its agent.
         (c) With respect to data and information provided by Oglethorpe Power
pursuant to Section 13.3, Oglethorpe Power shall indemnify Georgia Power for any
and all damages awarded to a third party by a court of competent jurisdiction in
connection with action(s) taken by Georgia Power in reliance on data or
information provided by Oglethorpe Power which understates Oglethorpe Power's
Operational Deficiency.
                                   ARTICLE XIV
                      NON-TERRITORIAL CONTROL AREA SERVICES
         14.1 Load Within Southern Control Area. (a) Any OPC Non-Territorial
Load which is within the Southern Control Area will be provided with
Non-Territorial Control Area Services as follows: (i) Scheduling System Control
and Dispatch Service, and Reactive Supply and Voltage Control From Generation
Sources Service will be made available on terms consistent with the provisions
of this Agreement for OPC Territorial Load; and (ii) Regulation and Frequency
Response Service and Operating Reserve - Spinning and Supplemental Reserve
Services will be made available at the standard rates then in effect under the
Open Access Transmission Tariff of Southern Companies.
         (b) Notwithstanding the provisions of Section 14.1(a), to the extent an
OPC Non-Territorial Load purchaser inside the Southern Control Area is receiving
and paying for Control Area Services for Regulation and Frequency Response
Service, Operating Reserve - Spinning Reserve Service and Operating Reserve -
Supplemental Reserve Service under the Open Access Transmission Tariff of
Southern Companies, Georgia Power's invoice to Oglethorpe Power shall show the
charge for such Control Area Services as determined in Section 14.1(a), and
shall also reflect a credit for the amounts paid by such purchaser to Southern
Companies. In addition, to the extent OPC Non-Territorial Load consists of a
sale to an entity and such entity is self-supplying one or more Control Area
Services with respect to such sale pursuant to a written agreement between such
entity and Georgia Power or its agent, Georgia Power's invoice to Oglethorpe
Power shall show the charge for such Control Area Services as determined in
Section 14.1(a), and shall also reflect a credit for the value of such Control
Area Services self-supplied by such entity, as determined by the rates then in
effect under the Open Access Transmission Tariff of Southern Companies.
         14.2 Other Loads. Any OPC Non-Territorial Load which is not within the
Southern Control Area will be provided with Non-Territorial Control Area
Services as follows: (i) Scheduling, System Control and Dispatch Service will be
charged a rate of $.092637 per megawatt hour (MWH); and (ii) Reactive Supply and
Voltage Control From Generation Sources Service will be provided in accordance
with the provisions of Section 11.3 of this Agreement. Regulation and Frequency
Response Service and Operating Reserve - Spinning and Supplemental Reserve
Services will not be provided under this Agreement.
                                   ARTICLE XV

                             CONFIDENTIALITY OF DATA

         15.1 Information Obligations; Confidentiality of Data. (a) The Parties
agree to make available to each other certain information, as set forth in this
Article XV, in fulfillment of their obligations under this Agreement. Except as
provided in Sections 15.1(b), 15.1(c) and 15.1(d) below, the following
information, when acquired from another Party which is not an Affiliate, shall
be treated as confidential, and shall not be disclosed to any third party or
Affiliate at any time without the prior written consent of the other Party(ies);
provided, however, that nothing in this Article shall restrict any Party's use
or disclosure of its own information.
         (b) The Parties shall have no obligation to treat as confidential or
otherwise withhold from disclosure to any third party or Affiliate any
information that is available through sources in the public domain or becomes
available without violating the terms of this Agreement or without the
disclosing Party violating any applicable legal requirements through such
disclosure. In addition, no Party shall be prohibited from providing to a
regulatory authority or court of competent jurisdiction information received
pursuant to this Agreement if ordered or otherwise compelled to do so; provided,
however, that such Party shall use its reasonable best efforts to notify the
other Party(ies) in advance of such disclosure.
         (c) Any aggregate information provided in regulatory reports in
accordance with this Article shall include only that information required by the
applicable regulatory authority, in only the form required by such regulatory
authority.
         (d) Any information not specifically addressed in this Article XV which
relates to the services provided under this Agreement, as currently defined or
as modified by the terms of this Agreement or by FERC order, shall be provided
in the reasonable discretion of the Parties, as determined at the time of
request by one Party to the other(s).
         15.2 Information Related To Supply Deficiencies. (a) All megawatt-hour
quantities and negotiated market rates associated with sales of surplus energy
associated with participation in control area supply deficiencies shall be
disclosed to other Parties solely for internal use by those Parties or their
agents, and the Party(ies) in receipt of such information shall at no time
disclose the same to any third party without the prior written consent of the
disclosing Party, such consent not to be unreasonably withheld; provided,
however, that no Party shall be required to obtain the consent of any Party to
use aggregate megawatt-hour quantities and dollar amounts in financial and
regulatory reports.
         (b) Aggregate megawatt-hour quantities (i.e., not per customer,
Delivery Point or EMC) associated with load shedding (interruptible and firm
load) shall be disclosed after-the-fact to other Parties solely for internal use
by those Parties or their agents, and the Party(ies) in receipt of such
information shall at no time disclose the same to any third party without the
prior written consent of the disclosing Party, such consent not to be
unreasonably withheld.
         (c) Transaction-specific data related to load shedding of interruptible
third-party load shall be treated consistent with the treatment of OPC
Off-System Transaction information, as set forth in Section 15.4 below.
Transaction-specific information related to load shedding of interruptible
native load and estimated Delivery Point information related to load shedding of
firm load shall be disclosed solely to each Party's operations and billing/audit
personnel, and the Party(ies) in receipt of such information shall at no time
disclose the same to any marketing personnel (including Affiliates) or any third
party.
         15.3 Information Related To Block and CT Resources. Block Resource and
Pseudo CT Resource information (schedules and prices) shall be disclosed to
other Parties solely for internal use by those Parties or their agents, and the
Party(ies) in receipt of such information shall at no time disclose the same to
any third party without the prior written consent of the disclosing Party, such
consent not to be unreasonably withheld; provided, however, that no Party shall
be required to obtain the consent of any Party to use aggregate megawatt-hour
quantities and dollar amounts in financial and regulatory reports.
         15.4 Information Related To Off-System Transactions. OPC Off-System
Transaction specific scheduling information shall be disclosed solely to Georgia
Power's or its agent's operations and billing/audit personnel, and Georgia Power
and its agent shall at no time disclose the same to any marketing personnel
(including Affiliates) or any third party. Transaction specific pricing
information related to off-system transactions shall be disclosed solely to the
other Party's billing/audit personnel; provided, however, that such information
shall be disclosed only to the extent required under Sections 3.4(b), 11.5(f)
and 11.6(f) of this Agreement. Megawatt-hour scheduling quantities shall be
disclosed, upon request by any one of the Parties, in accordance with the
information disclosure requirements set forth in FERC Order Nos. 889 and 889-A
(and their successors) and the regulations promulgated thereunder.
         15.5 Information Related To Territorial Control Area Services/Energy
Imbalance Service. (a) All Scheduling, System Control and Dispatch Service sales
information (quantities and prices) shall be disclosed to other Parties solely
for internal use by those Parties or their agents, and the Party(ies) in receipt
of such information shall at no time disclose the same to any third party
without the prior written consent of the disclosing Party, such consent not to
be unreasonably withheld; provided, however, that no Party shall be required to
obtain the consent of any Party to use aggregate megawatt-hour quantities and
dollar amounts in financial and regulatory reports.
         (b) All sales information related to Reactive Service, Regulation
Energy Variance, Spinning Reserve Service and Supplemental Reserve Service
(quantities and prices), all information necessary to calculate (i) Oglethorpe
Power's L10, (ii) Regulation and Spinning Reserve Requirements, (iii)
Supplemental Reserve Requirements and (iv) the rate adjustment ratios in
Exhibits C, D, and E to this Agreement, and all megawatt-hour quantities and
resulting rates associated with sales of surplus energy from operating reserves
shall be disclosed to other Parties solely for internal use by those Parties or
their agents, and the Party(ies) in receipt of such information shall at no time
disclose the same to any third party without the prior written consent of the
disclosing Party, such consent not to be unreasonably withheld; provided,
however, that no Party shall be required to obtain the consent of any Party to
use aggregate MVAR quantities, megawatt-hour quantities (i.e., no less than
daily and excluding statistical analyses), and dollar amounts in financial and
regulatory reports. The information used to determine the quantity of Reactive
Service, Regulation Energy Variance, Spinning Reserve Service and Supplemental
Reserve Service, to the extent not otherwise provided for under this Article XV,
shall be disclosed solely to each Party's operations and billing/audit personnel
and to the senior management of each Party in such detail as is reasonably
required to clarify billing or performance disputes.
         (c) All Energy Imbalance Service sales information, including Back-Up
Capacity, Commitment Cost, Credits for Hourly Surplus Energy and Payments for
Hourly Deficit Energy (quantities and prices) shall be disclosed to other
Parties solely for internal use by those Parties or their agents, and the
Party(ies) in receipt of such information shall at no time disclose the same to
any third party without the prior written consent of the disclosing Party, such
consent not to be unreasonably withheld; provided, however, that no Party shall
be required to obtain the consent of any Party to use aggregate megawatt-hour
quantities (i.e., no less than daily and excluding statistical analyses) and
dollar amounts in financial and regulatory reports. The information used to
determine the quantity of Energy Imbalance, to the extent not otherwise provided
for under this Article XV, shall be disclosed solely to each Party's
billing/audit personnel and to the senior management of each Party in such
detail as is reasonably required to clarify billing or performance disputes.
         15.6 Information Related To Real-Time and Revenue Meter Data. (a)
Oglethorpe Power shall disclose facility-specific information related to
OPC-Controllable-ITS Resources and SEPA Resources under Sections 4.1, 6.2, and
13.2(a) of this Agreement (to the extent not disclosed pursuant to the Joint
Ownership Agreements) solely to Georgia Power's or its agent's operations and
billing/audit personnel (operations personnel to receive only Real-Time
information and billing/audit personnel to receive Real-Time and revenue meter
information), and Georgia Power or its agent shall at no time disclose such
information to any marketing personnel (including Affiliates) or any third
party; provided, however, Oglethorpe Power's NERC/GADS type information, to the
extent and in the form available, shall be disclosed to Georgia Power's or its
agent's marketing personnel (but not to third parties) to the extent such
information relates to facilities which constitute Qualifying Resources Spinning
or Qualifying Resources - Supplemental under this Agreement. Neither Georgia
Power nor its agent shall be obligated to disclose any information regarding any
resources of Georgia Power or its Affiliates (to the extent not disclosed
pursuant to the Joint Ownership Agreements); provided, however, that to the
extent Oglethorpe Power receives such information through access to computer
interfaces with Georgia Power or its agent, Oglethorpe Power shall provide such
information solely to its operations personnel and shall not disclose the same
to any other personnel (including Affiliates) or any third parties. No Party
shall be required to obtain the consent of any Party to use aggregate
megawatt-hour quantities (i.e., one hourly number each for OPC-Controllable-ITS
Resources and for SEPA Resources) in financial and regulatory reports.
         (b) Oglethorpe Power shall disclose Delivery Point information under
Section 13.2(b) of this Agreement solely to Georgia Power's or its agent's
operations and billing/audit personnel (operations personnel to receive only
Real-Time information and billing/audit personnel to receive Real-Time and
revenue meter information), and Georgia Power or its agent shall at no time
disclose such information to any marketing personnel (including Affiliates) or
any third party. Aggregate megawatt-hour quantities (i.e., one hourly total
value each for OPC Territorial Load and OPC Non-Territorial Load within the
Southern Control Area which is not an OPC Off-System Transaction) shall be
disclosed after-the-fact to other Parties solely for internal use by those
Parties or their agents, and the Party(ies) in receipt of such information shall
at no time disclose the same to any third party without the prior written
consent of the disclosing Party, such consent not to be unreasonably withheld;
provided, however, that no Party shall be required to obtain the consent of any
Party to use aggregate megawatt-hour quantities (i.e., one hourly total value
each for OPC Territorial Load and OPC Non-Territorial Load within the Southern
Control Area which is not an OPC Off-System Transaction) in financial and
regulatory reports.
         (c) The Real-Time generation and load information used to determine
Oglethorpe Power's Operational Deficiency under Section 13.3 of this Agreement
shall be disclosed solely to Georgia Power's or its agent's operations and
billing/audit personnel and to the senior management of Georgia Power or its
agent in such detail as is reasonably required to clarify billing or performance
disputes. Georgia Power or its agent shall at no time disclose such information
to any marketing personnel (including Affiliates) or any third party. The
Real-Time value of Oglethorpe Power's Operational Deficiency, as determined in
Article XIII of this Agreement, shall be disclosed to other Parties solely for
internal use by those Parties or their agents, and the Party(ies) in receipt of
such information shall at no time disclose the same to any third party without
the prior written consent of the disclosing Party, such consent not to be
unreasonably withheld.
         15.7 Information Related To Non-Territorial Control Area Services. The
hourly total megawatt-hour quantities and dollar amounts associated with sales
of Non-Territorial Control Area Services within and outside the Southern Control
Area (to the extent such information is not disclosed under other provisions of
this Article XV) shall be disclosed to other Parties solely for internal use by
those Parties or their agents, and the Party(ies) in receipt of such information
shall at no time disclose the same to any third party without the prior written
consent of the disclosing Party, such consent not to be unreasonably withheld;
provided, however, that no Party shall be required to obtain the consent of any
Party to use aggregate megawatt-hour quantities and dollar amounts in financial
and regulatory reports.
                                   ARTICLE XVI
                     IMPLEMENTATION AND ADMINISTRATION FEES
         16.1 CSA Implementation Fee. Oglethorpe Power hereby agrees to
reimburse Georgia Power for all reasonable costs incurred by Georgia Power or
its agent in connection with implementing this Agreement. Such monthly CSA
Implementation Fee shall include costs associated with, without limitation,
manpower, manpower overheads, equipment, computer software, and computer time,
and other reasonable costs associated with the implementation of this Agreement,
with the exception of attorneys' fees. Georgia Power agrees to provide
Oglethorpe Power a prior estimate of the scope and cost of any implementation
projects, including, but not limited to, the initial implementation of this
Agreement, for which the estimated cost exceeds Twenty Thousand Dollars
($20,000).
         16.2 CSA Administration Fee. Oglethorpe Power hereby agrees to
reimburse Georgia Power for all reasonable costs incurred by Georgia Power or
its agent in connection with the administration of this Agreement. Such monthly
CSA Administration Fee shall include costs associated with, without limitation,
manpower, manpower overheads, equipment, computer software, computer time and
other reasonable costs associated with the administration of this Agreement,
with the exception of attorneys' fees. Georgia Power agrees to provide
Oglethorpe Power a prior estimate of the scope of any administration projects,
for which the estimated cost exceeds Five Thousand Dollars ($5,000).
                                  ARTICLE XVII
                             BILLING AND COLLECTIONS
         17.1 Billing and Payment. (a) As promptly as practicable after the
commencement of each Month during the Term, Georgia Power shall send Oglethorpe
Power an invoice stating the amounts due from Oglethorpe Power for Territorial
Control Area Services (Article XI), Non-Territorial Control Area Services
(Article XIV), Energy Imbalance Service (including Back-Up Capacity Charges,
Commitment Costs and credits and payments associated with hourly surpluses and
deficits, respectively) (Article XII), the Pseudo Resource Energy Charges and
Credits (Article X), the Monthly CSA Implementation Fee (Section 16.1) and the
Monthly CSA Administration Fee (Section 16.2), together with any other amounts
then due by Oglethorpe Power to Georgia Power or (except for amounts covered by
Section 17.2) by Georgia Power to Oglethorpe Power pursuant to the provisions of
this Agreement. Georgia Power will provide Oglethorpe Power, along with such
invoices, all supporting data necessary to compute the above quantities, subject
to the confidentiality provisions of Article XV, in electronic form, as it is
available to Georgia Power from time to time.
         (b) All such invoices showing a net amount due from Oglethorpe Power to
Georgia Power shall be due and payable on or before the tenth (10th) Day after
Oglethorpe Power's receipt of such notice. If such tenth (10th) Day after
Oglethorpe Power's receipt is not a banking Day, then payment shall be due on
the next succeeding banking Day. Oglethorpe Power shall make payment to Georgia
Power in accordance with such invoices on or before the date due in immediately
available funds through wire transfer of funds or other means acceptable to
Georgia Power. If Oglethorpe Power does not make any of the payments referenced
above on or before such tenth (10th) Day, then interest shall be added to the
overdue payment, from the date such overdue payment was due until such overdue
payment together with interest is paid, which interest shall accrue in simple
interest terms per annum at the Interest Rate defined herein.
         (c) In the event the calculation set forth in Section 17.1(a) shows a
net amount due from Georgia Power to Oglethorpe Power, Oglethorpe Power shall
send an invoice to Georgia Power in that amount. Such invoice shall be due and
payable on or before the tenth (10th) Day after Georgia Power's receipt of such
notice. If such tenth (10th) Day after Georgia Power's receipt is not a banking
Day, then payment shall be due on the next succeeding banking Day. Georgia Power
shall make payment to Oglethorpe Power in accordance with such invoices on or
before the date due in immediately available funds through wire transfer of
funds or other means acceptable to Oglethorpe Power. If Georgia Power does not
make any of the payments reflected above on or before such tenth (10th) Day,
then interest shall be added to the overdue payment, from the date such overdue
payment was due until such overdue payment together with interest is paid, which
interest shall accrue in simple interest terms per annum at the Interest Rate
defined herein.
         (d) Oglethorpe Power agrees that Georgia Power may render invoices
pursuant to Section 17.1(a) stating the aggregate net amount required pursuant
to said Section 17.1(a) based wholly or partially upon preliminary data. If
Georgia Power elects to render such a preliminary invoice, Georgia Power shall
provide for an adjustment in the subsequent Month's invoice reflecting a true-up
to actual data of all calculations based upon preliminary data. Any payment
required to be made by Oglethorpe Power to Georgia Power or by Georgia Power to
Oglethorpe Power to reflect such adjustment shall be made concurrently with the
next Month's payment pursuant to Section 17.1(b) or 17.1(c), as appropriate.
Neither Oglethorpe Power nor Georgia Power shall owe interest to the other on
the amount of any such adjustment calculated under this Section 17.1(d).
         17.2 Billing Disputes and Final Accounting. (a) If Oglethorpe Power
questions or contests the amount of any payment claimed by Georgia Power to be
due pursuant to this Agreement, Oglethorpe Power may make such payment under
protest and thereafter shall be reimbursed by Georgia Power for any amount in
error after the settlement of such question or contest, in accordance with this
Section 17.2; provided, however, that no disagreement or dispute of any kind
between Oglethorpe Power and Georgia Power concerning any matter, including
without limitation the amount of any payment due from Oglethorpe Power or the
correctness of any charge made by Georgia Power to Oglethorpe Power, shall
permit Oglethorpe Power to delay or withhold any payment pursuant to this
Agreement.
         (b) In the event that Oglethorpe Power, by timely notice to Georgia
Power, questions or contests the correctness of any such charge or credit,
Georgia Power shall promptly review the questioned charge or credit and shall
notify Oglethorpe Power, within sixty (60) Days following receipt by Georgia
Power of such notice from Oglethorpe Power, of the amount of any error and the
amount of any payment or reimbursement that Oglethorpe Power is required to make
or is entitled to receive in respect of such alleged error. Not later than the
tenth (10th) banking Day after receipt by Oglethorpe Power of such notice from
Georgia Power as to the amount of any payment that Oglethorpe Power is required
to make, Oglethorpe Power shall make payment to Georgia Power in immediately
available funds. If Georgia Power is required to make any reimbursement to
Oglethorpe Power, Georgia Power shall make such reimbursement not later than the
tenth (10th) banking Day after Georgia Power receives an invoice from Oglethorpe
Power in the amount of such required reimbursement. Payments and reimbursements
made by either Oglethorpe Power or Georgia Power under this Section 17.2(b)
shall include interest from the date the original payment was due until the date
such payment or reimbursement together with interest is made, which interest
shall accrue in simple interest terms per annum at the Interest Rate defined
herein. Oglethorpe Power shall have until the 180th Day after receipt of an
invoice to question or contest the correctness of any charge or credit made to
Oglethorpe Power during such Month pursuant to Section 17.1, after which time
the correctness of all such charges and credits shall be conclusively presumed.
         (c) If Oglethorpe Power disputes Georgia Power's resolution under
Section 17.2(b) of any question or contest by Oglethorpe Power of the
correctness of any charge or credit made to Oglethorpe Power pursuant to Section
17.1, then at Oglethorpe Power's request Georgia Power and Oglethorpe Power
agree to use their reasonable best efforts to achieve a mutually acceptable
solution to such dispute. In the event that either Georgia Power or Oglethorpe
Power believes that any such efforts by Georgia Power and Oglethorpe Power have
been or will be unsuccessful, then it may submit such dispute to, for resolution
by, the Joint Committee. If the Joint Committee fails to resolve such dispute by
the third (3rd) regularly scheduled meeting following the meeting at which
Oglethorpe Power or Georgia Power first submitted such dispute to the Joint
Committee, then either Oglethorpe Power or Georgia Power may submit such dispute
to, for resolution by, the respective Chief Executive Officers of Oglethorpe
Power and Georgia Power. If the Chief Executive Officers fail to resolve such
dispute within a reasonable period of time after it is submitted to them, then
either Oglethorpe Power or Georgia Power may resort to any remedy, at law or in
equity, that may be available therefor. If either Georgia Power or Oglethorpe
Power submits such dispute to the Joint Committee, then neither of them shall
thereafter have any further obligation to use its reasonable best efforts to
achieve a mutually acceptable solution as aforesaid.
         (d) Notwithstanding the foregoing provisions of Section 17.2, if
Oglethorpe Power is then in default with respect to any payments required to be
made under this Agreement, Georgia Power may withhold any reimbursement due
Oglethorpe Power under this Section 17.2 up to the amount of the payments in
default.
         (e) Georgia Power will provide Oglethorpe Power with such information
as is reasonably required by Oglethorpe Power in order to account for payments
made pursuant to this Section 17.2 on Oglethorpe Power's books.
         17.3 Availability of Records. (a) Georgia Power will for each Month of
the Term, at all times prior to the end of such 180 Day period set forth in
Section 17.2(b), make available to Oglethorpe Power, subject to the
confidentiality provisions of Article XV, and Oglethorpe Power may audit, such
books and records of Georgia Power as are necessary for Oglethorpe Power to
calculate the payments to be made hereunder and thereby to verify the accuracy
of the amounts billed to or for Oglethorpe Power pursuant to Section 17.1. No
payment made pursuant to the provisions of this Article shall constitute a
waiver of any right of Oglethorpe Power under Section 17.2 to question or
contest the correctness of any charge or credit by Georgia Power or to dispute
Georgia Power's resolution of any such question or contest.
         (b) Oglethorpe Power shall for each Month of the Term, at all times
prior to the end of such 180 Day period set forth in Section 17.2(b), make
available to Georgia Power, subject to the confidentiality provisions of Article
XV, and Georgia Power may audit, such books and records of Oglethorpe Power as
are necessary for Georgia Power to obtain or verify information to calculate or
for the calculation of the payments to be made hereunder and thereby to verify
the accuracy of the amounts billed to or for Oglethorpe Power during such Month
pursuant to Section 17.1. No invoice sent pursuant to the provisions of this
Article shall constitute a waiver of any right of Georgia Power under Section
17.2 to question or contest the correctness of any Oglethorpe Power information.
         (c) In addition to Section 17.3(b), Oglethorpe Power's metering records
shall be available at all times during the Term to authorized agents and
employees of the Parties for purposes of this Agreement, subject to the
confidentiality provisions of Article XV.
         17.4 Failure to Make Payments. (a) If Oglethorpe Power fails to pay
when due the full amounts of any payment(s) required by Section 17.1, then
subject to the requirements of Section 17.4(b), Georgia Power may withhold
provision of services hereunder to Oglethorpe Power until Oglethorpe Power has
paid the full amounts of such overdue payment(s) to Georgia Power (including
without limitation interest) as required by Section 17.1.
         (b) Before Georgia Power may withhold provision of service to
Oglethorpe Power pursuant to Section 17.4(a), Georgia Power shall give
Oglethorpe Power written notice of Oglethorpe Power's delinquency and at least
twenty (20) Days advance written notice of Georgia Power's intent to withhold
service if Oglethorpe Power's delinquency is not remedied and provided that
Georgia Power has filed the written notice of the intended suspension of service
with the FERC.
         (c) Georgia Power shall not withhold service from Oglethorpe Power or
shall cease withholding service under this Section 17.4 if and when Oglethorpe
Power cures the delinquency that gave rise to the notice.
         (d) In addition to the rights granted in Sections 17.2 and 17.3,
Georgia Power may take any action, at law or in equity, to enforce this
Agreement and to recover any and all unrecovered damages and expenses and other
losses, costs and liabilities (including without limitation reasonable
attorneys' fees and expenses) incurred or suffered by Georgia Power as a result
of or in connection with any default in payment by Oglethorpe Power under this
Agreement.
                                  ARTICLE XVIII
                                TERM OF AGREEMENT
         18.1 Term. (a) This Agreement shall take effect on the first Day of the
first Month after the date this Agreement is accepted for filing and permitted
to become effective by the FERC ("Effective Date"). On the Effective Date, this
Agreement shall supersede the CSA in its entirety and the CSA shall be
irrevocably terminated. If the FERC does not accept this Agreement for filing,
the CSA shall remain in effect; provided, however, that Georgia Power shall have
the right to file unilaterally any agreement which it reasonably believes is
appropriate, which agreement shall become effective, and shall supersede and
terminate the CSA in its entirety upon FERC acceptance of such agreement for
filing.
         (b) This Agreement shall remain in effect through December 31, 1998,
unless otherwise terminated in accordance with the provisions of this Agreement.
         18.2 Extension of the Term. (a) This Agreement shall continue in effect
after December 31, 1998 for successive one (1) year terms unless terminated by
Georgia Power, Oglethorpe Power or GSOC upon six (6) months prior written notice
to the other Parties. No such notice of termination shall be permitted to be
submitted to any Party until at least six (6) Months after the Effective Date of
this Agreement.
         (b) Notwithstanding the provisions of Sections 3.2 and 18.3, any Party
may exercise its right to terminate pursuant to this Section 18.2. If any Party
exercises its right to terminate under this Section 18.2, the Parties agree to
use their reasonable best efforts to negotiate a mutually acceptable amendment
to this Agreement (to the extent necessary to recognize and accommodate the
interrelated nature of the Parties' transmission systems and control area
functions within the state of Georgia). If the Parties have failed to
successfully negotiate an amended Agreement prior to the end of two (2) months
after notice of termination is provided under Section 18.2(a), Oglethorpe Power
or GSOC may request that Georgia Power file a proposed amendment to this
Agreement to become effective as soon as possible, but in no event earlier than
six (6) months following such notice of termination; provided, however, that
Oglethorpe Power or GSOC must fully disclose to Georgia Power at the time of
such request all terms and conditions relevant to the services provided under
this Agreement of any separate coordination or operating arrangement between
Oglethorpe Power, GSOC and any third party, in order to allow Georgia Power to
prepare a proposed amendment which it believes is necessary or appropriate, in
recognition of and to accommodate the interrelated nature of the Parties'
transmission systems and control area functions in the state of Georgia. Georgia
Power shall not disclose to third parties the terms and conditions of such
separate coordination or operating arrangement; provided, however, that Georgia
Power may provide such information to the FERC to the extent necessary to
support its filing. Georgia Power shall, on or before the later of 150 days
following any Party's notice of termination under Section 18.2(a) or 90 days
following Oglethorpe Power's or GSOC's request under this Section 18.2(b), file
a proposed amendment to this Agreement, to become effective as soon as possible,
but in no event earlier than six (6) months following any notice of termination
under Section 18.2(a), which it believes is necessary or appropriate in
recognition of and to accommodate the interrelated nature of the Parties'
transmission systems and control area functions within the state of Georgia.
Following Georgia Power's filing, Oglethorpe Power and GSOC shall have the right
to challenge Georgia Power's proposed amendment in accordance with FERC
regulations and shall have the right to request, pursuant to FERC regulations,
that the FERC either accept an alternative proposed amendment or determine that
this Agreement is no longer necessary or appropriate.
         If Oglethorpe Power or GSOC has requested that Georgia Power file an
amendment to this Agreement to recognize a separate third-party coordination or
operating arrangement, and if, at the end of six months following a notice of
termination pursuant to Section 18.2(a), the FERC has not issued an order on
Georgia Power's filing or Oglethorpe Power has not received the necessary
regulatory approvals, if any, for the separate third-party coordination or
operating arrangement disclosed to Georgia Power in conjunction with the above
request, this Agreement shall remain in effect until (i) Georgia Power's
proposed amendment is accepted for filing and otherwise permitted to take
effect, or (ii) Oglethorpe Power receives any necessary regulatory approvals in
connection with and implements its third-party arrangement, whichever is later.
Upon the later of (i) or (ii), the Parties agree to adhere to the terms of any
notice of filing or interim FERC order until the FERC issues a final order
either establishing the terms and conditions of an amendment to this Agreement
or determining that a successor arrangement between Georgia Power and Oglethorpe
Power is not necessary or appropriate. Once such final order is issued, any
amounts collected from Oglethorpe Power pursuant to this Section 18.2 on and
after the effective date of Georgia Power's filing under this Section shall be
subject to adjustment in accordance with the terms of such final FERC order.
         If Oglethorpe Power or GSOC has not requested that Georgia Power file
an amendment to this Agreement to recognize a separate third-party coordination
or operating arrangement, and if, at the end of six months following a notice of
termination under Section 18.2(a), the FERC has not issued an order on Georgia
Power's filing, this Agreement shall remain in effect until the FERC issues an
order accepting Georgia Power's filing and otherwise permitting it to take
effect. The Parties agree to adhere to the terms of any notice of filing or
interim FERC order until the FERC issues a final order either establishing the
terms and conditions of an amendment to this Agreement or determining that a
successor arrangement between Georgia Power and Oglethorpe Power is not
necessary or appropriate. Once such final order is issued, any amounts collected
from Oglethorpe Power pursuant to this Section 18.2 on and after the effective
date of Georgia Power's filing under this Section shall be subject to adjustment
in accordance with the terms of such final FERC order. For purposes of this
Article, a "final FERC order" shall mean a FERC order which is no longer subject
to rehearing under the FERC's Rules of Practice and Procedure.
         18.3 FERC Changes; Rights to Terminate. (a) Subject to the provisions
of this Section 18.3, either Georgia Power, Oglethorpe Power or GSOC may
terminate this Agreement, upon ninety (90) Days written notice to the other
Party, following the issuance of a final FERC order (i) rejecting this
Agreement, (ii) approving the same in a modified form where a material condition
imposed by the FERC is unacceptable to one or more Parties, or otherwise (iii)
requiring modification of this Agreement after it becomes effective, where a
material condition imposed by the FERC is unacceptable to one or more Parties;
provided, however, that no Party shall exercise such right to terminate after
ninety (90) Days following the expiration of all periods within which an appeal
of such an order could be filed by any person or entity.
         (b) Notwithstanding the provisions of Section 3.2 and 18.2, any Party
may exercise its right to terminate this Agreement pursuant to Section 18.3(a).
If any Party exercises its right to terminate under Section 18.3(a), the Parties
agree to use their reasonable best efforts to negotiate a mutually acceptable
successor arrangement to this Agreement (to the extent necessary to recognize
and accommodate the interrelated nature of the Parties' transmission systems and
control area functions within the state of Georgia); provided, however, that
Georgia Power may, at any time during such negotiations, unilaterally file at
the FERC a notice of termination, effective no earlier than 90 Days following
the above notice, and a proposed successor arrangement with Oglethorpe Power to
the extent Georgia Power reasonably believes that the Parties will fail to reach
an agreement on a successor arrangement prior to the end of ninety (90) Days
after notification of termination under this Section 18.3. Oglethorpe Power
shall have the right to challenge Georgia Power's proposed successor arrangement
in accordance with FERC regulations, shall have the right to request, pursuant
to FERC regulations, that the FERC accept an alternative arrangement between
Georgia Power and Oglethorpe Power, and shall have the right to enter into a
separate arrangement with any other party. However, any election by Oglethorpe
Power to enter into an arrangement with a third party shall not affect Georgia
Power's right to file a proposed successor agreement with Oglethorpe Power which
Georgia Power believes is necessary or appropriate in recognition of and to
accommodate the interrelated nature of the Parties' transmission systems and
control area functions within the state of Georgia. If the FERC has issued an
order as described in Section 18.3(a)(ii) or Section 18.3(a)(iii), and has not
issued a final order either (i) establishing the terms and conditions of a
successor arrangement between Georgia Power and Oglethorpe Power or (ii)
determining that a successor arrangement between Georgia Power and Oglethorpe
Power is not necessary or appropriate before the end of ninety (90) Days after
any Party's notification of termination to the other Parties, this Agreement
shall remain in effect until such order is issued. If the FERC issues an order
as described in Section 18.3(a)(i) prior to allowing this Agreement to go into
effect, the Coordination Services Agreement dated November 12, 1990 shall remain
in effect until a successor arrangement is filed and put into effect in
accordance with Section 18.1. If the FERC issues an order as described in
Section 18.3(a)(i) after allowing this Agreement to go into effect, the Parties
shall operate pursuant to whatever arrangement or agreement the FERC determines
is appropriate until a successor arrangement is filed and put into effect in
accordance with this Section 18.3. Any amounts collected from Oglethorpe Power
pursuant to this Section 18.3 shall be subject to adjustment in accordance with
the terms of a final FERC order accepting Georgia Power's notice of termination
and either (i) establishing the terms and conditions of a successor arrangement
between Georgia Power and Oglethorpe Power or (ii) determining that a successor
arrangement between Georgia Power and Oglethorpe Power is not necessary or
appropriate.
                                   ARTICLE XIX
                            MISCELLANEOUS PROVISIONS

         19.1 Approvals. (a) Oglethorpe Power, GSOC and Georgia Power commit to
use their best efforts to apply for promptly and to pursue diligently any
regulatory approvals necessary for the Parties to consummate transactions under
and otherwise comply fully with the terms of this Agreement. Oglethorpe Power
and GSOC represent that approval by the Rural Utilities Service (or its
successor) is not required in order for Oglethorpe Power and GSOC to execute and
implement this Agreement. This Section 19.1 is not intended to subject this
Agreement to the jurisdiction of any governmental authority that does not have
such jurisdiction over this Agreement at the time of execution of this
Agreement.
         (b) It is further agreed that Georgia Power, Oglethorpe Power and GSOC
will actively support and defend this Agreement against any and all claims which
may prevent or delay the consummation of transactions under this Agreement, or
otherwise prevent the Parties from complying fully with the terms of this
Agreement, including any and all claims raised by any governmental authority.
         19.2 Assignment. (a) Except to the extent provided in Section 19.2(b),
(c) and (d), neither Oglethorpe Power, GSOC nor Georgia Power may sell, assign
or otherwise transfer any or all of this Agreement or its respective rights, or
delegate any or all of its respective obligations, under this Agreement, at any
time, without the prior written consent of the other in each instance; provided,
however, that Georgia Power may assign this Agreement and its respective rights,
and delegate its respective obligations, under this Agreement to a generation
Affiliate succeeding to substantially all of Georgia Power's interests in
substantially all of Georgia Power's intermediate steam and combustion turbine
generating facilities, without the consent of Oglethorpe Power and GSOC.
         (b) Notwithstanding the provisions of Section 19.2(a), Georgia Power
acknowledges that it is aware of that certain Indenture dated as of March 1,
1997, from Oglethorpe Power to SunTrust Bank, Atlanta, as trustee (together with
any successors or assigns in the trust created thereby, the "Trustee") as the
same may hereafter be supplemented (the "Indenture"), and hereby consents to the
conveyance by Oglethorpe Power to the Trustee, of a security interest in this
Agreement as security for obligations of Oglethorpe Power issued or to be issued
pursuant to the Indenture; provided, however, that in no event shall the Trustee
convey or assign any interest in this Agreement to any other person or entity
without the prior written consent of Georgia Power in each instance. As a
consequence of the restrictions on assignability and conveyance under this
Section, the Trustee, shall have no right to sell or otherwise dispose of any
interest in this Agreement upon any Event of Default by Oglethorpe Power, as
defined in the Indenture, without the prior written consent of Georgia Power.
Georgia Power hereby agrees to accept any funds paid to it under this Agreement
on behalf of Oglethorpe Power by any entity as though such funds were paid
directly by Oglethorpe Power.
         (c) Notwithstanding the provisions of Section 19.2(a), actions
identified herein as being accomplished by Georgia Power may be accomplished
either by Georgia Power or by its agent(s), and actions identified herein as
being accomplished by Oglethorpe Power may be accomplished either by Oglethorpe
Power or its agent(s); provided, however, that the Parties shall assume full and
primary responsibility for all actions undertaken by their agents.
         (d) Notwithstanding the provisions of Section 19.2(a), the use of
GSOC's and GTC's employees to carry out Oglethorpe Power's obligations under
this Agreement, and the transfer to GTC and GSOC (as well as the ownership by
GTC and GSOC) of equipment necessary for Oglethorpe Power to carry out its
obligations under this Agreement, shall not constitute a violation by Oglethorpe
Power of the terms of this Agreement. Georgia Power hereby consents to
Oglethorpe Power's assignment of those rights, and delegation of those
obligations, under the CSA to GSOC as are necessary to perform the system
operations services contemplated by Oglethorpe Power's restructuring documents
provided to Georgia Power (as supplemented) commencing upon the effective date
of such restructuring; provided however, that such assignment and delegation
shall not expand or diminish the rights and obligations of Oglethorpe Power
under this Agreement.
         19.3 Georgia Power's Agent. Wherever this Agreement requires Oglethorpe
Power or GSOC to provide information, schedules, notice or the like to, or to
take direction from, Georgia Power or its agent, Oglethorpe Power and GSOC shall
provide such information, schedules, notice or the like to, or take direction
from, whichever of Georgia Power, its agent or both that Georgia Power may
direct from time to time.
         19.4 Cooperation. Georgia Power, Oglethorpe Power and GSOC agree to
cooperate with each other as reasonably necessary or appropriate to implement
the provisions and carry out the intent of this Agreement.
         19.5 No Partnership. Oglethorpe Power, GSOC and Georgia Power do not
intend for this Agreement to, and this Agreement shall not, create any joint
venture, partnership, association taxable as a corporation, or other entity for
the conduct of any business for profit.
         19.6 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon any respective successors and assigns of Oglethorpe
Power, GSOC and Georgia Power.
         19.7 No Third Party Benefit. Subject to the provisions of Section 19.2,
nothing in this Agreement shall be construed to create any duty, obligation or
liability of Georgia Power to any person or entity not a Party to this
Agreement. Subject to the provisions of Section 19.2, nothing in this Agreement
shall be construed to create any direct rights to or in favor of any person or
entity not a Party to this Agreement.
         19.8 No Consequential Damages. (a) Notwithstanding any other provision
of this Agreement, Georgia Power shall not be liable to Oglethorpe Power or GSOC
for any indirect, incidental or consequential damages arising out of, due to, or
in connection with Georgia Power's performance or nonperformance of this
Agreement or any of its obligations herein, whether based on contract, tort
(including, without limitation, negligence), strict liability, warranty or
otherwise.
         (b) Notwithstanding any other provision of this Agreement, Oglethorpe
Power and GSOC shall not be liable to Georgia Power for any indirect, incidental
or consequential damages arising out of, due to, or in connection with
Oglethorpe Power's and GSOC's performance or nonperformance of this Agreement or
any of their obligations herein, whether based on contract, tort (including,
without limitation, negligence), strict liability, warranty or otherwise;
provided; however, that nothing in this Section 19.8 shall limit or otherwise
affect Georgia Power's rights under Sections 8.7, 13.5 and 17.4.
         19.9 No Affiliate Liability. Notwithstanding any other provision of
this Agreement, no Affiliate of Georgia Power (including without limitation any
Affiliate of Georgia Power acting as Georgia Power's agent where Georgia Power's
agent is given certain authorities hereunder) shall have any liability
whatsoever for any Party's performance, nonperformance or delay in performance
under this Agreement. Georgia Power may be liable for its Affiliates' actions,
failures to act, representations or omissions, in accordance with Article I.
         19.10 Disclaimers of Warranty. (a) GEORGIA POWER, ON BEHALF OF ITSELF,
EACH OF ITS AFFILIATES AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS,
DIRECTORS, AGENTS, SUCCESSORS AND ASSIGNS, HEREBY DISCLAIMS ANY AND ALL EXPRESS,
IMPLIED OR STATUTORY WARRANTIES CONCERNING ANY OR ALL OF THE SERVICES OR ENERGY
(OR CAPACITY) TO BE SOLD BY GEORGIA POWER HEREUNDER OR CONCERNING ANY
INFORMATION FURNISHED BY GEORGIA POWER HEREUNDER, INCLUDING WITHOUT LIMITATION
ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AVAILABILITY, QUALITY, QUANTITY OR OTHERWISE.
         (b) OGLETHORPE POWER, ON BEHALF OF ITSELF, EACH OF ITS AFFILIATES AND
EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUCCESSORS AND
ASSIGNS, HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES
CONCERNING ANY OR ALL OF THE SERVICES OR ENERGY (OR CAPACITY) TO BE SOLD BY
OGLETHORPE POWER HEREUNDER OR CONCERNING ANY INFORMATION FURNISHED BY OGLETHORPE
POWER HEREUNDER, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, QUALITY,
QUANTITY OR OTHERWISE; PROVIDED, HOWEVER, THAT THIS SECTION 19.10(b) SHALL NOT
EXTINGUISH OR IN ANY WAY AFFECT OGLETHORPE POWER'S OBLIGATION TO INDEMNIFY
GEORGIA POWER UNDER SECTION 13.5(c).
         19.11 Supply Constancy. Notwithstanding any other provision of this
Agreement, Georgia Power does not guarantee or warrant that it shall provide an
uninterrupted supply of capacity or energy to Oglethorpe Power under this
Agreement. Georgia Power shall not be in breach of this Agreement by reason of,
and shall have no liability whatsoever to Oglethorpe Power for any failure to
supply capacity or energy under this Agreement, for any interruption in supply
under this Agreement, or for any deficiency in the quality of supply provided
under this Agreement; provided however, that the foregoing exculpatory clause
shall not apply to any failure that is the direct result of (i) any action of
Georgia Power which is not consistent with Prudent Utility Practice or (ii)
Georgia Power's willful misconduct.
         19.12 Time of Essence; No Waiver. Time is of the essence in this
Agreement. Neither Georgia Power's, Oglethorpe Power's nor GSOC's failure to
enforce any provision or provisions of this Agreement shall in any way be
construed as a waiver of any such provision or provisions as to any future
violation thereof, nor prevent it from enforcing each and every other provision
of this Agreement at such time or at any time thereafter. The waiver by either
Georgia Power, Oglethorpe Power or GSOC of any right or remedy shall not
constitute a waiver of its right to assert said right or remedy, at any time
thereafter, or any other rights or remedies available to it at the time of or
any time after such waiver.
         19.13 Amendments. Except as otherwise provided in this Agreement, the
Parties agree that this Agreement may be amended by and only by a written
instrument duly executed by each of Oglethorpe Power, GSOC and Georgia Power,
which has received all regulatory approvals necessary for the effectiveness
thereof.
         19.14 Superseding Effect. This Agreement satisfies in full the
Memorandum of Understanding between the Parties dated March 6, 1997, and
supersedes in their entirety both the Memorandum of Understanding and the CSA.
         19.15 Notice. Any notice, request, consent or other communication
permitted or required by this Agreement shall be in writing and shall be deemed
given on the Day hand-delivered to the officer identified below, or the third
(3rd) Day after the same is deposited in the United States Mail, first class
postage prepaid, and if given to Georgia Power shall be addressed to:
                  Georgia Power Company
                  c/o Southern Company Services
                  333 Piedmont Avenue, N.E.
                  Atlanta, Georgia  30308
                  Attention:        Senior Vice President
                                    Southern Wholesale Energy

If given to Oglethorpe Power shall be addressed to:
                  Oglethorpe Power Corporation
                  2100 East Exchange Place
                  P.O. Box 1349
                  Tucker, Georgia  30085-1349
                  Attention:        Senior Vice President - Power Supply

If given to GSOC shall be addressed to:

                  Georgia System Operations Corporation
                  2100 East Exchange Place
                  P.O. Box 2087
                  Tucker, Georgia  30085-2087
                  Attention:        Chief Operating Officer

unless Georgia Power, Oglethorpe Power or GSOC shall have designated a different
officer or address for itself by notice to the other Parties.
         19.16 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
         19.17 Article and Section Headings. The descriptive headings of the
various Articles, Sections and Parts of this Agreement and the Exhibits hereto
have been inserted for convenience of reference only and shall in no way modify
or restrict any of the terms or provisions hereof.
         19.18 Including. Wherever the term "including" is used in this
Agreement, such term shall not be construed as limiting the generality of any
statement, clause, phrase or term.

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

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

<PAGE>


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

                                           GEORGIA POWER COMPANY

ATTEST:



_______________________          By:___________________________
Name:                                   Fred D. Williams
Title:                                 Senior Vice President
                                       Georgia Power Company


(CORPORATE SEAL)





<PAGE>


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

                                    OGLETHORPE POWER CORPORATION (AN ELECTRIC
                                    MEMBERSHIP CORPORATION)

ATTEST:

_______________________                      By:___________________________
Name:                                               Clarence D. Mitchell
Title:                                                Senior Vice President
                                                   Power Supply




(CORPORATE SEAL)




<PAGE>


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

                                         GEORGIA SYSTEM OPERATIONS
                                         CORPORATION

ATTEST:



_______________________                  By:___________________________
Name:                                             Jerry J. Saacks
Title:                                        Chief Operating Officer



(CORPORATE SEAL)