Exhibit 10(a)21














                                  CONFIDENTIAL







                           NUCLEAR OPERATING AGREEMENT

                                     BETWEEN

                              GEORGIA POWER COMPANY

                                       AND

                    SOUTHERN NUCLEAR OPERATING COMPANY, INC.

                            DATED AS OF JULY 1, 1993






<PAGE>









                                TABLE OF CONTENTS

ARTICLE I............................................................ 2
1.1   "Agency Functions"............................................. 2
1.2   "Dalton"      2
1.3   "Each Plant"................................................... 2
1.4   "Effective Date"............................................... 2
1.5   "Fuel Budget".................................................. 2
1.6   "Fuel Plan"   2
1.7   "Fuel Services"................................................ 3
1.8   "Governmental Authority"....................................... 3
1.9   "GPC"         3
1.10  "Legal Requirements"........................................... 3
1.11  "Major Contract"............................................... 4
1.12  "MEAG"        5
1.13  "New Investment Budget"........................................ 5
1.14  "New Investment Services"...................................... 5
1.15  "NRC"         5
1.16  "Nuclear Interface Procedure".................................. 5
1.17  "Nuclear Managing Board," "Managing Board," or "Board"......... 6
1.18  "Nuclear Managing Board Agreement"............................. 6
1.19  "Nuclear Operating Services"................................... 6
1.20  "Nuclear Services Agreement"................................... 6
1.21  "Nuclear Services Contractor".................................. 6
1.22  "Nuclear Support Services"..................................... 6
1.23  "OEMC"        7
1.24  "Oglethorpe"................................................... 7
1.25  "Operating Agent".............................................. 7
1.26  "Operation and Maintenance Budget"............................. 7
1.27  "Operation and Maintenance Services"........................... 7
1.28  "Participants"................................................. 8
1.29  "Participants' Agent".......................................... 8
1.30  "Participation Agreements"..................................... 8
1.31  "Plant Hatch".................................................. 8
1.32  "Plant Vogtle"................................................. 8
1.33  "Prudent Utility Practice"..................................... 8
1.34  "Services Plan"................................................ 9
1.35  "Southern Electric System"..................................... 9
1.36  "Southern Nuclear"............................................. 9
1.37  "Southern Services"............................................ 9
1.38  "Strategic Plan"............................................... 9
1.39  "The Southern Company"......................................... 9
1.40  "Undivided Ownership Interest"................................. 9
1.41  "Willful Misconduct"...........................................10

ARTICLE II...........................................................10
2.1    Appointment of Southern Nuclear as Operating Agent and Scope
       of Authority..................... 10
2.2    Responsibility for the Safe Operation of Each Plant...........10
2.3    Responsibility for Economic Operation.........................11
2.4    Incidental Authorities of Southern Nuclear....................11
2.4.1  Access to and Control of Each Plant...........................11
2.4.2  Licenses and Permits for Each Plant...........................12
2.4.3  Costs, Obligations and Liabilities............................12
2.5    Transition from GPC to Southern Nuclear.......................13
2.5.1  Transfer of Organization and Staff............................13
2.5.2  Assignment and Administration of Contracts....................14
2.6    Support Services to be Provided by GPC........................14
2.7    Other Authorities and Responsibilities of Southern Nuclear....15
2.7.1  Staff and Personnel  15
2.7.2  Reductions in Capacity and Outages at Each   Plant............16
2.7.3  Steady State Operation........................................17
2.7.4  Membership and Participation in Industry   Organizations......18
2.8    Contracting...................................................18
2.8.1  Contracts with Affiliated Entities............................18
2.8.2  Contracts with Non-affiliated Third   Parties.................19
2.9    Decommissioning of Each Plant.................................22
2.10   GPC Retains Responsibility for all Agency  Functions..........22
2.11   Authority to Act as Agent for GPC and Right of  Third
Parties to Rely on Agency........................... 23

ARTICLE III..........................................................23
3.1    Meetings with the Nuclear Managing Board......................23
3.2    Plans and Budgets.............................................24
3.2.1  Strategic Plan       25
(i)    Five-year Operating and Planned Outage Schedule...............25
(ii)   Availability and Performance Goals............................25
(iii)  Planned Mandatory Projects     25
(iv)   Planned Improvement Projects..................................26
(v)    Authorized Level of Staffing..................................26
(vi)   Low Level Radioactive Waste Disposal..........................27
3.2.2  Fuel Plan            27
3.2.3  Operation and Maintenance Budget..............................28
3.2.4  New Investment Budget.........................................28
3.2.5  Fuel Budget          28
3.3    Information and Approvals.....................................29
3.3.1  Plant Performance Data........................................29
3.3.2  Plant Budget Reports..........................................29
3.3.3  Plant Specific Strategic Plan Reports.........................29
3.3.4  INPO Evaluations and Assessments..............................30
3.3.5  NRC and INPO Meetings.........................................30
3.3.6  Audit Reports        30
3.3.7  Correspondence to and from NRC................................31
3.3.8  Responses to Participant Inquiries............................31
3.3.9  Incentive Compensation Plan...................................31
3.3.10 Non-routine Information.......................................31
3.3.11 Informal Information..........................................32
3.4    Site Representatives..........................................32
3.5    Plant Tours   33
3.6    Management Audit..............................................33
3.7    Civil Penalties and Meetings..................................34

ARTICLE IV...........................................................35
4.1    Entitlement of Participants to Output.........................35
4.2    Determination of Output - Responsibility for Station Service
       and Losses.................................... 35

ARTICLE V............................................................35
5.1    Costs Payable by GPC..........................................35
5.1.1  Direct Charges       36
5.1.2  Allocated Charges    37
5.1.3  Participant Charges  38
5.1.4  Revision             38
5.1.5  Advancement of Funds..........................................39
5.1.6  General Accounting Matters....................................40
5.1.7  Right to Audit Costs and Inspect Records......................40
5.2    Resolution of Disputes as to Payments.........................41

ARTICLE VI...........................................................42
6.1    Confidentiality...............................................42
6.2    Restricted Data...............................................43
6.3    Safeguards Information........................................44

ARTICLE VII..........................................................44
7.1    Absence of Warranty...........................................44
7.2    Indemnification of Southern Nuclear...........................45
7.3    Notification and Participation in Defense of Claims...........47
7.4    No Release    48
7.5    Limitation of Liability.......................................48
7.6    Severability  49

ARTICLE VIII.........................................................50
8.1    Nuclear Insurance.............................................50
8.2    Other Insurance...............................................50
8.3    Waiver of Subrogation.........................................50
8.4    Cooperation   51
8.5    Workers' Compensation Insurance...............................51
8.6    Additional Insurance..........................................52
8.7    Payment of Premiums...........................................52
8.8    Cancellation of Insurance.....................................52

ARTICLE IX...........................................................53
9.1    Term          53
9.2    Termination of the Nuclear Services Agreement.................53

ARTICLE X............................................................54
10.1   Termination  54

ARTICLE XI...........................................................56
11.1   Holidays, Business Days.......................................56
11.2   Entire Agreement..............................................56
11.3   Assignments  56
11.4   Modifications.................................................57
11.5   Governing Law.................................................57
11.6   Counterparts..................................................57
11.7   Waivers      57
11.8   Sale or Disposal of Property..................................57
11.9   No Adverse Distinction........................................58
11.10  Notices     58
11.11  Captions    59
11.12  Singular and Plural; Gender...................................59
11.13  Third-Party Beneficiaries.....................................59
11.14  Severability..................................................60
11.15  Agency      60

<PAGE>

                           NUCLEAR OPERATING AGREEMENT
                                     BETWEEN
                              GEORGIA POWER COMPANY
                                       AND
                    SOUTHERN NUCLEAR OPERATING COMPANY, INC.


         THIS NUCLEAR OPERATING AGREEMENT is made and entered into as of July 1,
1993, between Georgia Power Company ("GPC"), a corporation organized and
existing under the laws of the State of Georgia; and SOUTHERN NUCLEAR OPERATING
COMPANY, INC. ("Southern Nuclear"), a corporation organized and existing under
the laws of the State of Delaware.

                              W I T N E S S E T H:
         WHEREAS, GPC, Oglethorpe, MEAG and Dalton (collectively the
"Participants"), joint owners of Plant Hatch and Plant Vogtle, have previously
entered into the Participation Agreements pursuant to which Oglethorpe, MEAG and
Dalton have irrevocably appointed GPC as their agent in connection with the
planning, licensing, design, construction, acquisition, completion, management,
control, operation, maintenance, renewal, addition, replacement and disposal
(hereinafter the "Agency Functions") of Plant Hatch and Plant Vogtle;
         WHEREAS, GPC and its affiliates are undertaking to organize their
nuclear operating expertise within Southern Nuclear, an affiliate of GPC
dedicated to the operation of nuclear power plants;
         WHEREAS, GPC has determined that it can best carry out its Agency
Functions through engaging Southern Nuclear to perform Nuclear Operating
Services (as hereinafter defined);
         NOW, THEREFORE, in consideration of the premises and the mutual
obligations hereinafter stated, the parties hereto agree as follows:
                                    ARTICLE I
                                   DEFINITIONS
         As used herein, the following terms and phrases shall have,
         respectively, the following meanings: 1.1 "Agency Functions" means the
         functions of the Participants' Agent described in the first recital
of this Agreement.
         1.2 "Dalton" shall mean the City of Dalton, Georgia, acting by and
through its Board of Water, Light and Sinking Fund Commissioners, and their
respective successors and assignees.
         1.3 "Each Plant" shall mean and refer to, respectively, Plant Hatch and
Plant Vogtle individually; provided, that should activities concerning Plant
Hatch or Plant Vogtle be undertaken with respect to one unit of such plant
individually, the phrase Each Plant means and refers to that unit and related
common facilities.
         1.4 "Effective Date" shall mean the date on which Southern Nuclear
implements the authorization by the NRC to operate and maintain Each Plant.
         1.5 "Fuel Budget" shall mean the budget described in Section 3.2.5
         hereof. 1.6 "Fuel Plan" shall mean the plan described in Section 3.2.2
         hereof.
         1.7 "Fuel Services" shall mean work relating to supplying and managing
the nuclear fuel for Each Plant including, but not limited to, planning,
procurement, contract administration, fuel cycle design, fuel core and assembly
design, fuel quality assurance, nuclear materials management, and all activities
relating to procurement, conversion, enrichment, fabrication, transportation,
installation, monitoring, repairing, storage, reprocessing and disposal of
uranium, nuclear fuel, related materials and waste products.
         1.8 "Governmental Authority" shall mean any local, state, regional or
federal administrative, legal, judicial, or executive agency, commission,
department or other entity, and any person acting on behalf of any such entity.
         1.9 "GPC" shall mean Georgia Power Company, a corporation organized and
existing under the laws of the State of Georgia, and its successors and assigns.
         1.10 "Legal Requirements" shall mean all laws, codes, ordinances,
orders, judgments, decrees, injunctions, licenses, rules, permits, approvals,
written agreements, regulations and requirements of or issued by every
Governmental Authority having jurisdiction over the matter in question, whether
federal, regional, state or local, which may be applicable to Southern Nuclear
or to GPC or to Each Plant or any of the real or personal property comprising
Each Plant, or to Nuclear Operating Services, or to Nuclear Support Services, or
the use, occupancy, possession, operation, maintenance, construction,
decommissioning, acquisition, installation, alteration, replacement,
reconstruction or disposal of Each Plant or any part thereof.
         1.11 "Major Contract" shall mean (i) any contract for the procurement
of a firm supply (excluding any options) of natural or enriched uranium (U3O8 or
UF6) from foreign or domestic sources over a term of greater than five years and
in an aggregate amount of greater than $50 million, (ii) any contract for the
procurement from domestic or foreign sources of uranium enrichment services or
fuel fabrication services (which may or may not include fuel core design
services) over a term of greater than five years and in an aggregate amount of
greater than $50 million, (iii) any contract for the procurement of major items
of equipment (e.g., steam generators or reactor coolant pumps) in an amount of
greater than $30 million for any single item of equipment, (iv) any contract for
the procurement of outage services over a term of greater than five years and in
an aggregate amount of greater than $50 million, or (v) any contract which will
require the expenditure by Southern Nuclear (including any charges associated
with a termination of such contract by Southern Nuclear without cause) in an
amount of $50 million in any one year or an aggregate amount of $100 million;
provided, however, that if any contract permits Southern Nuclear to cancel such
contract on less than one year's advance notice, and Southern Nuclear is not
obligated to pay a fee or charge for the exercise of such cancellation alone,
then the term of such contract for purposes of determining whether such contract
is a Major Contract shall be the minimum term which could result if Southern
Nuclear were to exercise such cancellation right.
         1.12 "MEAG" shall mean the Municipal Electric Authority of Georgia, a
public corporation and an instrumentality of the State of Georgia, and its
successors and assigns.
         1.13 "New Investment Budget" shall mean the budget described in Section
         3.2.4 hereof. 1.14 "New Investment Services" shall mean work undertaken
         with respect to Each Plant relating to the
planning, design, licensing, acquisition, construction, completion, renewal,
improvement, addition, repair, replacement, enlargement, or modification of any
Unit of Property as described in the Retirement Unit Manual of the Southern
Electric System, including any amendments thereof as may from time to time be
appropriate or necessary to comply with Legal Requirements, under circumstances
where expenditures for such work are to be capitalized in accordance with the
Electric Plant Instructions of the Uniform System of Accounts prescribed for
Class A and B utilities by the Federal Energy Regulatory Commission.
         1.15 "NRC" shall mean the United States Nuclear Regulatory Commission
or any successor agency authorized to regulate and license utilization
facilities pursuant to the Atomic Energy Act of 1954, as amended.
         1.16 "Nuclear Interface Procedure" shall have the meaning assigned in
Section 2.6 hereof.
         1.17 "Nuclear Managing Board," "Managing Board," or "Board" shall mean
the board established pursuant to Section 2.1 of the Nuclear Managing Board
Agreement, the members of which are representatives of the Participants.
         1.18 "Nuclear Managing Board Agreement" shall mean that certain Amended
and Restated Nuclear Managing Board Agreement among GPC, Oglethorpe, MEAG and
Dalton, dated as of the date hereof, as amended from time to time.
         1.19 "Nuclear Operating Services" shall mean Fuel Services, New
Investment Services, and Operation and Maintenance Services with respect to Each
Plant.
         1.20 "Nuclear Services Agreement" shall mean that certain Nuclear
Services Agreement between Southern Nuclear Operating Company, Inc. and Georgia
Power Company, dated as of October 31, 1991, for the procurement of Nuclear
Support Services in support of the operation and maintenance of Plant Hatch and
Plant Vogtle which agreement shall be terminated on the Effective Date in
accordance with Section 9.2 hereof.
         1.21 "Nuclear Services Contractor" shall mean the entity who shall
provide Nuclear Support Services pursuant to the Nuclear Services Agreement.
         1.22 "Nuclear Support Services" shall mean those services to be
performed by the Nuclear Services Contractor for the Operating Agent in
accordance with the Nuclear Services Agreement. Nuclear Support Services shall
not include any activity which is required by the NRC operating licenses to be
performed directly by the licensee.
         1.23 "OEMC" shall mean the Oglethorpe Electric Membership Corporation,
now known as Oglethorpe Power Corporation.
         1.24 "Oglethorpe" shall mean Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation), an electric membership
corporation organized and existing under Title 46 of the Official Code of
Georgia Annotated, and its successors or assigns.
         1.25 "Operating Agent" shall mean the entity licensed by the NRC to
operate and maintain Plant Hatch and Plant Vogtle.
         1.26 "Operation and Maintenance Budget" shall mean the budget described
in Section 3.2.3 hereof.
         1.27 "Operation and Maintenance Services" shall mean work for the
Participants relating to the possession, management, control, start up,
operation, availability, production of energy, maintenance, modification,
shutdown, retirements, and decommissioning, including, but not limited to, any
planning, design, engineering, labor, procurement of materials and supplies,
materials management, quality assurance, training, security, environmental
protection, and handling of any source material, special nuclear material or
by-product material together with maintaining or obtaining licenses and
regulatory approvals related thereto, governmental affairs or regulatory
relationships, and all other activity that is not included in or performed as
New Investment Services or Fuel Services, but which is required for the
operation and maintenance of Each Plant or that may be required to comply with
Legal Requirements.
         1.28 "Participants" shall mean GPC, Oglethorpe, MEAG and Dalton, who
jointly own Each Plant. References to the "Participants" herein are not intended
to and do not amend or modify rights among the Participants in any Participation
Agreement or other agreement among them.
         1.29 "Participants' Agent" shall mean GPC, acting in its own behalf and
as agent for the other Participants pursuant to the Participation Agreements and
pursuant to the Nuclear Managing Board Agreement.
         1.30 "Participation Agreements" shall mean the agreements identified in
Section 1.31 of the Nuclear Managing Board Agreement, as the same may be amended
from time to time hereafter.
         1.31 "Plant Hatch" shall have the meaning assigned in Section 1.32 of
the Nuclear Managing Board Agreement.
         1.32 "Plant Vogtle" shall have the meaning assigned in Section 1.33 of
the Nuclear Managing Board Agreement.
         1.33 "Prudent Utility Practice" shall mean at a particular time 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 result 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 having due regard for, among
other things, manufacturers' warranties and the requirements of governmental
agencies of competent jurisdiction.
         1.34  "Services Plan" shall have the meaning assigned in Section 2.6
hereof.
         1.35 "Southern Electric System" shall mean the electric utility
operating company subsidiaries of The Southern Company and Southern Services,
collectively.
         1.36 "Southern Nuclear" shall mean Southern Nuclear Operating Company,
Inc., a corporation, organized and existing under the laws of the State of
Delaware, and its successors and assigns.
         1.37 "Southern Services" shall mean Southern Company Services, Inc., a
corporation organized and existing under the laws of the State of Alabama, and
its successors and assigns.
         1.38 "Strategic Plan" shall mean the plan containing the information
         described in Section 3.2.1 hereof. 1.39 "The Southern Company" shall
         mean The Southern Company, a corporation organized and existing under
the laws of the State of Delaware, the subsidiaries of which include, but are
not limited to, GPC, Southern Nuclear and Southern Services.
         1.40 "Undivided Ownership Interest" shall mean the interest each
Participant owns as a tenant in common with the other Participants in Each
Plant.
         1.41 "Willful Misconduct" shall have the meaning assigned in Section
7.2 hereof.

                                   ARTICLE II
                AUTHORITY AND RESPONSIBILITY OF SOUTHERN NUCLEAR
                     WITH RESPECT TO OPERATION OF EACH PLANT


<PAGE>



         .1 Appointment of Southern Nuclear as Operating Agent and Scope of
Authority.

         GPC, on behalf of itself and as agent for the other Participants,
hereby appoints Southern Nuclear to be the Operating Agent of Each Plant on and
after the Effective Date and Southern Nuclear hereby accepts such appointment.
As the Operating Agent of Each Plant, Southern Nuclear is authorized to perform
and shall be responsible for the performance of all Nuclear Operating Services
for Each Plant for and on behalf of GPC in accordance with (i) Legal
Requirements, including specifically, but without limitation, the NRC operating
licenses for Each Plant and the rules and regulations of the NRC in effect on
and after the Effective Date, (ii) the terms of the Participation Agreements,
Nuclear Managing Board Agreement and this Agreement to the extent such terms do
not conflict with Legal Requirements, and (iii) Prudent Utility Practice subject
to Legal Requirements and the terms of the agreements identified in clause (ii).
         .2       Responsibility for the Safe Operation of Each Plant.
         Notwithstanding any provisions of this Agreement or any other
agreement, on and after the Effective Date Southern Nuclear, as the Operating
Agent, shall be responsible for the safe operation and maintenance of Each Plant
and is hereby exclusively authorized to take such actions in the operation of
Each Plant, including without limitation the safe shutdown of each unit at Each
Plant, as Southern Nuclear in its sole discretion deems necessary to protect the
health and safety of the public, including the personnel engaged in the
operation and maintenance of Each Plant, or to protect the property at Each
Plant. In order that Southern Nuclear may meet such responsibility and implement
such authority, GPC shall be obligated to provide Southern Nuclear with
financial resources in accordance with the terms of this Agreement and shall
otherwise cooperate with Southern Nuclear in meeting such responsibility and
implementing such authority.
         .3       Responsibility for Economic Operation.
         Subject to its primary responsibility set forth in Section 2.2 and the
provisions of Section 2.1, Southern Nuclear shall in accordance with Prudent
Utility Practice endeavor to achieve reliable performance of Each Plant, to
maximize the capacity and availability factors and minimize forced outage rates
and durations of each unit at Each Plant and to produce busbar costs as low as
reasonably possible.
         .4       Incidental Authorities of Southern Nuclear.
                  .1 Access to and Control of Each Plant. On and after the
         Effective Date, Southern Nuclear is hereby granted unrestricted access
         to and the exclusive right to use and control the use of all property
         at Each Plant (including, without limitation, the Exclusion Area
         designated in the Final Safety Analysis Report Update for Each Plant)
         and all facilities, equipment and materials situated thereon, and to
         determine all activities within the site boundary of Each Plant.
                  .2 Licenses and Permits for Each Plant. On and after the
         Effective Date, Southern Nuclear shall be authorized to and responsible
         for obtaining, maintaining and complying with all licenses and permits
         required for the operation and maintenance and the decommissioning of
         Each Plant from the NRC and other regulatory authorities. In connection
         with such authority and responsibility, Southern Nuclear shall be
         responsible for implementing the onsite emergency plan for Each Plant
         and for coordination activities with local, state and federal
         authorities in accordance with their respective offsite emergency
         plans.
                  .3 Costs, Obligations and Liabilities. On and after the
         Effective Date, Southern Nuclear is hereby authorized to incur costs,
         liabilities and obligations, purchase equipment, materials and
         supplies, perform or retain third parties to perform work and services,
         and take all actions as may be required to meet its responsibilities
         and implement its authorities under this Agreement, subject to the
         reporting, accounting and auditing requirements set forth in this
         Agreement, the Participation Agreements and the Nuclear Managing Board
         Agreement; provided, however, to the extent that the need for any of
         the foregoing actions is known in advance, then Southern Nuclear shall
         comply with the provisions of Section 3.2 concerning planning and
         budgeting and all other applicable provisions of this Agreement. With
         respect to all other actions, Southern Nuclear shall comply with the
         terms of this Agreement, the Participation Agreements and the Nuclear
         Managing Board Agreement. .5 Transition from GPC to Southern Nuclear.
                  .1 Transfer of Organization and Staff. On the Effective Date,
         GPC shall transfer intact to Southern Nuclear and Southern Nuclear
         shall accept the onsite organization responsible for licensed
         activities at Each Plant, in place immediately prior to the Effective
         Date, or such portions thereof, if any, all in accordance with the NRC
         operating licenses as amended on the Effective Date. Prior to the
         Effective Date, GPC and Southern Nuclear shall in cooperation take all
         measures necessary to effect such transfer without disruption and as
         efficiently as possible after the Effective Date, Southern Nuclear
         shall maintain such organization until such time as Southern Nuclear in
         its sole discretion determines that changes in the organization or
         personnel are appropriate. All changes in personnel or in the
         assignments of personnel shall be in accordance with Legal Requirements
         and subject to the provisions of this Agreement.
                  .2 Assignment and Administration of Contracts. GPC shall
         assign and transfer to Southern Nuclear all contracts, agreements,
         procurement documents and work authorizations in effect on the
         Effective Date. Such assignments and transfers shall become effective
         not later than the Effective Date and shall be accepted by Southern
         Nuclear. In the event any such contract, agreement, procurement
         document or work authorization is by its terms nonassignable or the
         assignment thereof requires the consent of the contractor which cannot
         be readily obtained without renegotiation, GPC shall authorize Southern
         Nuclear to administer and enforce such contract, agreement, document or
         work authorization as GPC's agent. After receipt of any such
         assignment, transfer or authorization to administer, Southern Nuclear
         shall have the exclusive responsibility for the administration and
         enforcement thereof in accordance with the terms thereof. .6 Support
         Services to be Provided by GPC. At Southern Nuclear's request GPC shall
         furnish support services or assistance, materials, supplies,
licenses, offices, and real property rights including, without limitation,
emergency response services, power supply services, transmission and
distribution system repair, replacement, construction, and maintenance,
telecommunications services, public information services, environmental
services, accounting services, procurement services, maintenance personnel,
security personnel or services, and other personnel, services or assistance as
Southern Nuclear may require with respect to Each Plant. Any such support
services which GPC shall furnish to Southern Nuclear shall be provided at cost.
Southern Nuclear and GPC shall jointly prepare and maintain a nuclear interface
procedure (hereinafter a "Nuclear Interface Procedure") in order to document the
support services that GPC provides to Southern Nuclear. The Nuclear Interface
Procedure shall provide for (i) procedures by which Southern Nuclear will budget
for such services, (ii) procedures for GPC to bill Southern Nuclear for the
costs of providing such services, and (iii) such other matters as GPC and
Southern Nuclear may agree. Each requested area of support services that
involves a continuing interface between Southern Nuclear and GPC shall be
documented in a services plan (hereinafter "Services Plan") which describes the
respective responsibilities of each company.
         .7       Other Authorities and Responsibilities of Southern Nuclear.
         Without limiting the generality of the foregoing, the authority vested
in Southern Nuclear hereunder shall include the following:
                  .1 Staff and Personnel. Subject to the provisions of Section
         3.2.1(v) respecting Strategic Plans, Southern Nuclear shall select,
         hire, compensate, control, and discharge (when deemed appropriate by
         Southern Nuclear) those persons required to satisfy its obligations
         under this Agreement; provided, however, that the Managing Board shall
         review and provide input to Southern Nuclear prior to the replacement
         of any Southern Nuclear officer having responsibility for only Plant
         Hatch, only Plant Vogtle, or only Plants Hatch and Vogtle or the
         General Manager of Each Plant assigned to such positions, respectively,
         on the Effective Date and each successor to such replacement, in
         accordance with Section 5.1.2 of the Nuclear Managing Board Agreement.
         Southern Nuclear shall consider any comments from the Participants
         regarding the performance of any of Southern Nuclear's personnel, but
         management decisions on whether or not to take personnel or salary
         administration actions shall be made by Southern Nuclear in its sole
         discretion.
                  Southern Nuclear shall maintain in effect at all times after
         the Effective Date an incentive compensation plan for its employees who
         are engaged in services for Each Plant relating to compliance with NRC
         regulations which plan shall have nominal funding, shall be comparable
         to other similar plans in use in the electric utility industry, and
         shall address those areas with the greatest potential for
         noncompliance.
                  .2 Reductions in Capacity and Outages at Each Plant. Southern
         Nuclear shall have the exclusive right to shutdown or reduce the
         capacity of Each Plant at any time Southern Nuclear determines in its
         sole discretion that such action is appropriate to protect public
         health and safety or to protect the personnel, property or facilities
         at Each Plant. However, the Participants shall retain the authority to
         determine whether Each Plant should be placed in standby status or
         operated at reduced output for economic reasons, including the need of
         any Participant for the capacity or energy of Each Plant.
                  .3 Steady State Operation. Southern Nuclear shall have the
         authority and responsibility to determine in its sole discretion (i)
         when it is prudent or necessary to operate Each Plant at a steady state
         in order to protect the nuclear fuel or any plant equipment or to
         optimize fuel usage, and (ii) the rate at which the capacity of Each
         Plant may be prudently adjusted in response to any dispatch request or
         demand. Southern Nuclear shall keep the dispatcher of the power and
         energy generated by Each Plant informed of any such determination and
         intent to operate Each Plant at a steady state and the rate at which
         the capacity of Each Plant will be adjusted, if at all, to meet
         dispatch requests or demands. Southern Nuclear recognizes that
         reductions in capacity and unplanned outages at Each Plant could have
         an adverse effect on the power supply systems of the respective
         Participants, their respective costs of providing electric service or
         both. Southern Nuclear will endeavor to consult with the Nuclear
         Managing Board concerning any operating conditions which are expected
         to result in capacity reductions of ten percent or more for periods of
         time in excess of seven days or outages at either unit of Each Plant;
         provided, however, that Southern Nuclear will only take such actions
         when it determines they are prudent or necessary from an operating
         standpoint.
                  .4 Membership and Participation in Industry Organizations.
         Southern Nuclear shall be a member of the Institute of Nuclear Power
         Operations ("INPO") and is hereby authorized to participate in all
         applicable INPO programs which will benefit Each Plant, including
         programs conducted by the National Academy for Nuclear Training.
         Southern Nuclear is also authorized to participate in other nuclear
         industry groups which will benefit Plant Hatch or Plant Vogtle. .8
         Contracting.
                  .1 Contracts with Affiliated Entities. Southern Nuclear has
         entered into a contract with Southern Services under which Southern
         Nuclear may obtain certain services in support of its performance of
         Nuclear Support Services or Nuclear Operating Services. Southern
         Nuclear is hereby authorized to enter into additional contracts,
         agreements or other arrangements with any affiliate of Southern Nuclear
         as may be permitted under Legal Requirements and in accordance with
         Sections 2.3.2, 2.3.3 and 2.3.10 of the Nuclear Managing Board
         Agreement for the procurement of such support services as Southern
         Nuclear deems can be effectively and efficiently provided by such
         affiliate to enable Southern Nuclear to perform Nuclear Operating
         Services. Each such contract, agreement or arrangement shall be
         administered in accordance with written interface procedures, work
         orders, or other formal documents which describe the scope of each
         support service to be provided by such affiliate on an ongoing basis.
         Southern Nuclear may modify or amend any contract, agreement or
         arrangement with an affiliate in accordance with Sections 2.3.2, 2.3.3
         and 2.3.10 of the Nuclear Managing Board Agreement, or as may be
         necessary to comply with Legal Requirements. Additionally, Southern
         Nuclear acknowledges that any liability of the Participants under each
         such contract, agreement or other arrangement shall be several in
         proportion to their respective Undivided Ownership Interests and not
         joint or joint and several.
                  .2 Contracts with Non-affiliated Third Parties. Southern
         Nuclear is authorized to enter into any contract with any
         non-affiliated third party for the procurement of equipment, materials,
         supplies or services; provided, however, that all Major Contracts shall
         be approved by the Nuclear Managing Board in accordance with Section
         2.3.4(1) of the Nuclear Managing Board Agreement; and provided further
         that any such contract shall meet Legal Requirements. GPC is a party to
         a Government Areawide Contract under which it provides electric service
         to the Federal Government. Southern Nuclear shall incorporate into all
         contracts with third parties respecting Each Plant the applicable
         provisions of the Federal Acquisition Regulations including, but not
         limited to: 48 C.F.R. ss.ss. 52.203-6 and -7; 52.215-2; 52.219-8 and
         -9; 52.220-3 and -4; 52.222-4, -21, -26, -27, -35, -36 and -37; and
         52.223-2 and -3.
                  Southern Nuclear shall notify all third parties with whom it
         contracts that it is not authorized to bind the Participants to joint
         or joint and several liability and that any liability of the
         Participants under such contract shall be several in proportion to
         their respective Undivided Ownership Interests.
                  Southern Nuclear shall establish procurement procedures
         requiring purchasing agents to incorporate into all contracts
         respecting Each Plant general terms and conditions which afford
         adequate protection to the Participants against reasonably foreseeable
         commercial risks in accordance with Prudent Utility Practice. Such
         procedures shall also provide for review by appropriate levels of
         management, commensurate with the commercial risk involved, of any
         proposed deviations from such established procedures.
                  In such contracts with third parties, Southern Nuclear may, in
         accordance with Prudent Utility Practice and all other provisions of
         this Agreement, agree to certain matters including, but not limited to,
         limitations on the liability of such contractors for work performed or
         materials furnished, restrictions on warranties, agreements to
         indemnify the contractors from liability and other provisions. GPC
         waives any claims against Southern Nuclear for entering into such
         contracts or agreeing to the provisions thereof. GPC also recognizes
         that a number of the Southern Nuclear contracts relating to Each Plant
         may contain provisions that require Southern Nuclear to obtain from GPC
         an agreement by GPC that it will be bound by all of the requirements
         for financial protection, waivers, releases, indemnifications,
         limitations of liability and further transfers or assignments that bind
         Southern Nuclear under such contracts. GPC agrees to be bound by the
         requirements for financial protection, waivers, releases,
         indemnification, limitation of liability and further transfers or
         assignments that bind Southern Nuclear as they now exist or may in the
         future exist with respect to all contracts relating to Each Plant.
                  GPC covenants that, without the written consent of Southern
         Nuclear, GPC will not threaten suit or bring suit against third parties
         or otherwise make any claim under any contract or arrangement relating
         to Each Plant and GPC recognizes that Southern Nuclear has complete and
         exclusive authority, with respect to all such matters. If GPC desires
         for suit to be threatened or brought or otherwise for any claim to be
         made, or desires that such action contemplated by Southern Nuclear
         shall not be taken, GPC shall, by written notice to Southern Nuclear,
         request Southern Nuclear so to act or refrain from acting. Upon receipt
         of such notice, GPC and Southern Nuclear shall arrange for consultation
         within ten working days thereafter on the questions raised, or such
         lesser period of time as Southern Nuclear, in its sole discretion,
         shall specify in the light of circumstances requiring a more
         expeditious determination. Following such consultation, Southern
         Nuclear shall, in its capacity as Operating Agent, take such action or
         refrain from acting in accordance with the determination of GPC, in its
         capacity as the Participants' Agent. 2.9 Decommissioning of Each Plant.
         At such time as has been determined, pursuant to the applicable
         Participation Agreements, that any unit
at Each Plant shall be permanently removed from service, Southern Nuclear shall
be authorized to and responsible for all actions required to decommission such
unit in accordance with Legal Requirements and a decommissioning plan approved
by the NRC and by the Nuclear Managing Board in accordance with Section 2.3.9 of
the Nuclear Managing Board Agreement.
         2.10 GPC Retains Responsibility for all Agency Functions. In exercising
its authority as provided in this Agreement, GPC shall assure that Southern
Nuclear's performance hereunder is in furtherance of GPC's Agency Functions
under the Participation Agreements and accepts Southern Nuclear's actions as its
own.
         2.11 Authority to Act as Agent for GPC and Right of Third Parties to
         Rely on Agency. In the conduct of the authority vested in Southern
         Nuclear in this Article II, GPC hereby designates and
authorizes Southern Nuclear to act as its attorney-in-fact and agent for such
purposes, including authority to enter into and administer contracts on behalf
of GPC for procurement of materials, equipment or services and authority to
administer contracts entered into by GPC with respect to Each Plant. As relates
to all third parties, the designation of Southern Nuclear as agent shall be
binding on GPC. Southern Nuclear accepts such appointment as agent of GPC. Upon
request from Southern Nuclear, GPC shall provide written confirmation of this
agency relationship to third parties.

                                   ARTICLE III
                         OBLIGATIONS OF SOUTHERN NUCLEAR
         3.1  Meetings with the Nuclear Managing Board.
         In order to assure that the Participants are informed as to the status
of operations at Each Plant, an officer of Southern Nuclear, together with any
employees or consultants of Southern Nuclear as such officer may designate,
shall attend each meeting of the Nuclear Managing Board. At such meetings,
Southern Nuclear shall present information concerning plant performance, the
status and condition of Each Plant, including review of the problem status
reports and new capital projects, shall convey an overview of Each Plant and its
operations and shall address agenda items established by the Nuclear Managing
Board. Southern Nuclear will inform the Managing Board of events which are
affecting or may affect the availability of any unit at Each Plant.
         3.2  Plans and Budgets.
         Strategic Plans, Fuel Plans, Operation and Maintenance Budgets, New
Investment Budgets and Fuel Budgets shall be submitted to the Nuclear Managing
Board by Southern Nuclear as provided in Sections 3.2.1 through 3.2.5 hereof.
The contents of these plans and budgets shall conform to the requirements and
guidelines established in Section 4.0 and Appendix A of the Nuclear Managing
Board Agreement. The Nuclear Managing Board shall either approve or disapprove
each such plan or budget within thirty days in accordance with Section 4.0 of
the Nuclear Managing Board Agreement. In the event that the Nuclear Managing
Board disapproves a plan or budget, the members of the Board shall inform
Southern Nuclear of the basis for such disapproval. Southern Nuclear shall take
such further actions with respect to such disapproved plan or budget as may be
required in accordance with Section 4.0 of the Nuclear Managing Board Agreement.
Southern Nuclear shall attempt to provide Nuclear Operating Services in
accordance with approved plans and within the aggregate annual amount of
approved budgets. Notwithstanding the foregoing, Southern Nuclear makes no
representation, warranty or promise of any kind as to accuracy of any such plan
or budget, or that any attempt referred to in the preceding sentence will be
successful, and in no event shall GPC be relieved of its responsibility to pay
costs incurred by Southern Nuclear as required in Article V hereof.
                  3.2.1 Strategic Plan. A Strategic Plan for Each Plant shall be
         submitted to the Nuclear Managing Board by May 15 of each year and
         Southern Nuclear shall take such other actions as may be required by
         Section 4.1 of the Nuclear Managing Board Agreement. Each Strategic
         Plan shall contain the following six elements:
                  (i) Five-year Operating and Planned Outage Schedule. This
                  section shall identify the scheduled operating cycles and
                  planned outages for refueling, maintenance and other work
                  during the succeeding five years. The schedule shall describe
                  in reasonable detail the time and duration of each planned
                  outage and the maintenance and other work planned to be
                  performed during such outage. (ii) Availability and
                  Performance Goals. This section shall contain overall
                  performance goals which have been established for Each Plant,
                  including, without limitation, goals relating to unit
                  availability. (iii) Planned Mandatory Projects. A mandatory
                  project is any project with a total estimated cost in excess
                  of one million dollars or such greater amount as the Nuclear
                  Managing Board may establish, including any modification,
                  addition or program, which is needed in order to support
                  normal operations (including, without limitation, facilities
                  for spent fuel storage) in accordance with Prudent Utility
                  Practice or in order to comply with regulatory or safety
                  requirements. The associated schedule and estimated annual
                  funding requirements shall be included. (iv) Planned
                  Improvement Projects. An improvement project is any project
                  with a total estimated cost in excess of one million dollars
                  or such greater amount as the Nuclear Managing Board may
                  establish, including any modification, addition, or program,
                  which is not mandatory as defined in (iii) above. Examples of
                  such projects include efforts to improve plant performance or
                  conditions, such as improved plant capacity or efficiency,
                  enhanced working conditions, and appearance. The associated
                  schedule and estimated annual funding requirements shall be
                  included. (v) Authorized Level of Staffing. This section shall
                  provide the current authorized number of permanent staff
                  positions in the Southern Nuclear organization which are
                  assigned to Each Plant. Such number of positions shall be
                  broken down by functional areas (e.g., operations,
                  maintenance, administrative, technical, corporate support) and
                  shall include positions which are located either onsite or
                  offsite. This section shall also show any planned changes in
                  such authorized number of positions over the succeeding five
                  years. (vi) Low Level Radioactive Waste Disposal. This section
                  shall provide information respecting plans for disposal or
                  reduction, or both, of low level radioactive wastes generated
                  at Each Plant, including any plans for onsite disposal. 3.2.2
                  Fuel Plan. A ten year Fuel Plan for Each Plant shall be
                  submitted to the Nuclear
         Managing Board by September 15 of each year. Each Fuel Plan shall
         describe in reasonable detail each action or contemplated action and
         payment and the dates thereof, core usage and design burn up, estimated
         fueling dates and the energy expected to be generated by each unit for
         each fuel period of the Fuel Plan, a cash flow analysis of forecasted
         expenditures and credits for each Participant for each major component
         of the fuel cycle by years, and cash flow by months for the first five
         years. Each Fuel Plan will also provide the following information with
         respect to the spent fuel at Each Plant: the existing spent fuel
         storage capacity; the current spent fuel inventory; the projected date
         when the spent fuel storage capacity will be fully utilized; the
         projected dates when shipments of spent fuel for disposal will
         commence; and the projected date when additional spent fuel storage
         capacity may have to be provided.
                  3.2.3 Operation and Maintenance Budget. By August 15 of each
         year, Southern Nuclear shall submit to the Nuclear Managing Board a
         written Operation and Maintenance Budget estimate of the costs of
         Operation and Maintenance Services of Each Plant for the next calendar
         year, with a forecast of budget requirements for the succeeding four
         calendar years. Southern Nuclear shall take such other actions as may
         be required by Section 4.3 of the Nuclear Managing Board Agreement.
         Each budget shall be supported by detail reasonably adequate for the
         purpose of review by the Nuclear Managing Board.
                  3.2.4 New Investment Budget. By August 15 of each year,
         Southern Nuclear shall submit to the Nuclear Managing Board a written
         New Investment Budget estimate of the cost of New Investment Services
         for Each Plant for the next calendar year, with a forecast of budget
         requirements for the succeeding four calendar years. Southern Nuclear
         shall take such other actions as may be required by Section 4.4 of the
         Nuclear Managing Board Agreement. Each budget shall be supported by
         detail reasonably adequate for the purpose of review by the Nuclear
         Managing Board.
                  3.2.5 Fuel Budget. By August 15 of each year, Southern Nuclear
         shall submit to the Nuclear Managing Board a written Fuel Budget
         estimate of the costs of Fuel Services for Each Plant for the next
         calendar year, with a forecast of budget requirements for the
         succeeding four calendar years. Southern Nuclear shall take such other
         actions as may be required by Section 4.5 of the Nuclear Managing Board
         Agreement. Each budget shall be supported by detail reasonably adequate
         for the purpose of review by the Nuclear Managing Board. 3.3
         Information and Approvals. Southern Nuclear shall furnish to the
         Nuclear Managing Board the following information and reports:
                  3.3.1 Plant Performance Data. At the time of submittal of each
         Strategic Plan, Southern Nuclear will also furnish a comparison of the
         performance of Each Plant relative to other plants using performance
         indicators, including, without limitation, the unit cost of generation,
         in common use in the nuclear industry or as may be specified by the
         Nuclear Managing Board.
                  3.3.2 Plant Budget Reports. Southern Nuclear will furnish
         monthly data showing actual costs for Operation and Maintenance
         Services, New Investment Services and Fuel Services with comparisons to
         the respective budgets for such services. This report will normally be
         provided by the end of the succeeding month.
                  3.3.3 Plant Specific Strategic Plan Reports. At least
         bimonthly, Southern Nuclear will furnish data showing actual
         performance for each unit at Each Plant compared to goals contained in
         the Strategic Plans for Each Plant.
                  3.3.4 INPO Evaluations and Assessments. Southern Nuclear will
         make available for review by the representatives of each Participant
         copies of evaluations and assessments of Each Plant by the Institute of
         Nuclear Power operations ("INPO").
                  3.3.5 NRC and INPO Meetings. Each member of the Nuclear
         Managing Board will be notified by Southern Nuclear and appropriate
         representatives of each Participant may attend executive exit meetings
         of INPO and the NRC as observers. Attendance by Participant
         representatives as observers at other NRC & INPO meetings with Southern
         Nuclear will be permitted unless (i) such attendance is contrary to the
         policies of NRC or INPO, or (ii) the management of Southern Nuclear
         requests that Participant representatives not attend in which event any
         Participant may invoke the procedures specified in Section 5.2.3 of the
         Nuclear Managing Board Agreement.
                  3.3.6 Audit Reports. Southern Nuclear will make available for
         review by the Participants copies of financial or accounting reports
         concerning Each Plant containing the results of audits by or for GPC,
         Southern Nuclear, Southern Services or any affiliate of The Southern
         Company, for any Participant or its affiliates, or by any regulatory
         agency.
                  3.3.7 Correspondence to and from NRC. Southern Nuclear shall
         furnish to any member of the Nuclear Managing Board at his or her
         request copies of correspondence to and from the NRC concerning Each
         Plant.
                  3.3.8 Responses to Participant Inquiries. In addition to the
         obligation of Southern Nuclear to provide the information and access as
         explicitly required herein, Southern Nuclear will respond to reasonable
         written requests from any Participant for information not otherwise
         provided pursuant to this Agreement regarding Nuclear Operating
         Services for Each Plant. Southern Nuclear will designate a person to be
         responsible for being responsive to inquiries from the Participants.
                  3.3.9 Incentive Compensation Plan. Southern Nuclear shall
         provide to each member of the Board a copy of the incentive
         compensation plan for its employees described in Section 2.7.1 hereof
         and, with respect to each amendment or revision of such plan, Southern
         Nuclear shall consider any comments as may be offered by the Board or
         such member respecting such plan, but shall have full authority to
         implement such amendment or revision when in its sole discretion it
         decides that it is appropriate to do so.
                  3.3.10 Non-routine Information. Southern Nuclear shall
         promptly provide the Participants with the following information:
         information on work disruptions or stoppages, and Notices of an Unusual
         Event, Alert, Site Area Emergency, or General Emergency (as such terms
         are defined in the emergency plan for Each Plant). Southern Nuclear
         shall also inform the Participants and the dispatcher of the power and
         energy generated by Each Plant as soon as practical, or in accordance
         with guidelines acceptable to the Nuclear Managing Board, after the
         occurrence at Each Plant of any unplanned outage of a unit, any
         significant extension of a planned unit outage, any unplanned reduction
         in the capacity of a unit for an extended period, or any event or
         regulatory action which may substantially affect the operation of Each
         Plant. Information in this category also includes informal reports
         concerning events which Southern Nuclear believes may result in public
         interest or may lead to inquiries to Participants by members of the
         public, and news releases issued by Southern Nuclear.
         3.3.11 Informal Information. Southern Nuclear shall permit informal
communications between representatives of any Participant and Southern Nuclear's
employees of a general nature and shall give representatives of the Participants
access to routine reports and records on plant operations and conditions that
are normally readily available at Each Plant. 3.4 Site Representatives.
         Each Participant shall be given the opportunity to have a reasonable
number of representatives located at Each Plant for the purpose of observing and
reporting to such Participant on plant conditions and activities in accordance
with the provisions of Sections 5.2.2 and 5.2.3 of the Nuclear Managing Board
Agreement. Reasonable office space and facilities will be made available to such
site representatives. If a Participant elects to place a representative on site,
such Participant will re-evaluate periodically the need for such onsite
representation, and if the Participant determines that there is no longer a need
for such onsite representation, the Participant will suspend its onsite
representation.
         3.5  Plant Tours.
         Each Participant shall have the right to have its representatives and
guests visit Each Plant, with prior approval of Southern Nuclear, to tour the
facilities, and observe plant activities; provided that such visit or tour will
not interfere with the operation of the plant, plant safety or security. Such
representatives and guests shall comply with all applicable rules and
regulations in effect at Each Plant whether imposed by Governmental Authority or
by Southern Nuclear.
         3.6  Management Audit.
         Each Participant shall have the right to conduct management audits, at
its own cost, of Southern Nuclear's performance hereunder either by such
Participant's own officers and employees or by its duly authorized agents or
representatives, including without limitation any auditor utilized by such
Participant, or any nationally recognized accounting firm designated by such
Participant or by the Administrator of the Rural Electrification Administration.
Southern Nuclear shall cooperate with such Participant in the conduct of such
audits and, subject to the provisions of Article VI hereof, the applicable
regulations of the NRC and the requirements of vendors, give such Participant's
representatives reasonable access to all contracts, records, and other documents
relating to Each Plant. Following any such management audit, Southern Nuclear
shall respond to the findings of such audit if requested to do so by such
Participant. Management audits by individual Participants shall be coordinated
and scheduled through the Participants' Agent so as to minimize the number of
audits required and to attempt to avoid more than one management audit in any
consecutive 12-month period.
         3.7  Civil Penalties and Meetings.
         In each case when a civil penalty is assessed against Southern Nuclear
with respect to Each Plant, Southern Nuclear shall provide the members of the
Nuclear Managing Board with a description of the violation, the root cause
determination of the violation, and the corrective action taken and to be taken
to avoid repeat violations. The Nuclear Managing Board upon its request will be
provided the opportunity to meet with the chief executive and senior nuclear
operations officers of Southern Nuclear. Southern Nuclear will also provide for
the Nuclear Managing Board to meet on the Nuclear Managing Board's request with
the Board of Directors of Southern Nuclear.
                                   ARTICLE IV
                              ENTITLEMENT TO OUTPUT
         4.1  Entitlement of Participants to Output.
         The Participants shall be entitled to all of the output from Each Plant
at the time generation in such units occurs. Southern Nuclear shall have no
entitlement to output or control over scheduling of the units other than such
control as is necessary for the safe or prudent operation or shutdown of Each
Plant.
         4.2  Determination of Output - Responsibility for Station Service
and Losses.

         Output of Each Plant shall be the gross generation of such plant, less
station service requirements, and less adjustments for losses experienced. GPC
shall be responsible for providing all offsite electric power required at Each
Plant whenever the station service and losses exceed the gross generation of
such plant.
                                    ARTICLE V
                                      COSTS
         5.1  Costs Payable by GPC.
         GPC shall pay to Southern Nuclear the costs incurred by Southern
Nuclear in providing Nuclear Operating Services for Each Plant. The costs of
such services shall be computed in accordance with applicable rules, regulations
and orders of the Securities and Exchange Commission (including Rules 90 and 91
under the Public Utility Holding Company Act of 1935, as amended), and shall
include both Direct Charges and Allocated Charges, as hereinafter defined. The
obligation to make payments as specified herein shall continue notwithstanding
the capability (or lack of capability) of Each Plant to produce power for any
reason. Southern Nuclear shall submit to GPC on or before the last day of each
month an invoice or invoices for Each Plant for the costs of such Nuclear
Operating Services provided for such plant incurred during the preceding month
in format and detail specified from time to time by GPC.
                  5.1.1 Direct Charges. To the extent that the costs incurred by
         Southern Nuclear in connection with Nuclear Operating Services for Each
         Plant can be identified and related to a particular transaction, direct
         charges will be made by Southern Nuclear against such plant
         (hereinafter "Direct Charges"). Direct Charges shall include, without
         limitation, (i) all payroll costs of Southern Nuclear employees
         dedicated full-time to provide Nuclear Operating Services solely for
         Each Plant, (ii) all payroll costs of other Southern Nuclear employees
         whose entire payroll costs are not treated as Allocated Charges for
         hours or portions thereof spent in performing Nuclear Operating
         Services solely for Each Plant, (iii) costs incurred under contracts
         that are administered by Southern Nuclear for Nuclear Operating
         Services for Each Plant, (iv) liabilities and costs of Southern Nuclear
         arising in connection with Each Plant that are indemnified pursuant to
         Section 7.2 hereof, and (v) premiums and assessments paid for insurance
         which Southern Nuclear is obligated to maintain pursuant to Article
         VIII hereof solely in connection with Each Plant. Payroll costs shall
         include, without limitation, wages and salaries, overtime and premium
         payments, payroll taxes, retirement, insurance and other benefits and
         contributions paid by Southern Nuclear in accordance with its
         established personnel policies in effect from time to time.
                  5.1.2 Allocated Charges. "Allocated Charges" are all of those
         costs of Nuclear Operating Services incurred by Southern Nuclear that
         (i) are not included in the Direct Charges for Each Plant and (ii)
         equitably should be shared between Plant Hatch and Plant Vogtle or
         between GPC and any other company or companies for which Southern
         Nuclear provides services. Allocated Charges shall not include any
         costs of organizing Southern Nuclear or of terminating or shutting down
         Southern Nuclear in the event that this Agreement is terminated by GPC
         or Southern Nuclear with or without cause; provided, however, that
         Allocated Charges shall include all costs incurred in connection with
         adding Southern Nuclear to the NRC operating licenses of Each Plant.
         Except as hereinafter provided with respect to costs of certain Fuel
         Services, Allocated Charges shall be allocated and charged to Each
         Plant in accordance with the Cost Allocation Manual and any revisions
         made thereto from time to time with the approval of the Nuclear
         Managing Board, in accordance with Section 2.3.8 of the Nuclear
         Managing Board Agreement, and subject to required approvals, if any, by
         any Governmental Authority. The plant basis of allocation as described
         in the Southern Nuclear Cost Allocation Manual, will be used except as
         otherwise required by the Public Utility Holding Company Act of 1935,
         as amended, or approved by the Board. Southern Nuclear shall give
         timely notice to each Participant of the initiation of any proceeding
         to which it is a party before any Governmental Authority in which the
         method of allocating Allocated Charges is an issue and shall not
         contest the standing of any Participant to challenge the use of any
         proposed allocation methods.
                  5.1.3 Participant Charges. Southern Nuclear shall list
         separately on its invoice to GPC the cost of special services provided
         to any Participant, including GPC, upon its written request, e.g.,
         preparation or review of testimony, exhibits or analyses for any rate
         case or other regulatory proceeding. The costs of any such special
         services shall be the sum of the special direct charges and special
         prorated charges which shall be determined in the same manner as
         provided in Sections 5.1.1 and 5.1.2 hereof.
                  5.1.4 Revision. Should Southern Nuclear undertake to perform
         services for any other affiliated company, the responsibility for the
         cost of such services shall be determined in the same manner as
         provided in this Section 5.1. Should Southern Nuclear desire to
         undertake to perform services for any non-affiliated company where the
         responsibility for the cost of such services is determined in a manner
         different than provided in this Section 5.1, Southern Nuclear shall,
         prior to its undertaking to do so, discuss the matter and reach an
         agreement with the Participants' Agent, respecting the need for or the
         terms of any amendment to this Section 5.1 as may be appropriate to
         assure the continued fairness of the determination of the
         responsibility for costs payable to Southern Nuclear hereunder.
                  5.1.5 Advancement of Funds. Southern Nuclear shall prepare
         forecasts, in such frequency, form and detail as GPC shall direct, of
         the funds required to pay Southern Nuclear's anticipated costs of the
         Nuclear Operating Services to be provided to GPC and the dates on which
         payment of such anticipated costs shall become due. GPC shall advance
         funds or cause funds to be advanced to Southern Nuclear in such amounts
         and at such times, determined on the basis of such forecasts, to enable
         Southern Nuclear to pay its costs of Nuclear Operating Services on or
         before the dates on which payment of such costs shall be due. Such
         advances shall be made by deposits or bank transfers to accounts of
         Southern Nuclear with a bank or banks whose deposits are insured,
         subject to applicable limits, by the Federal Deposit Insurance
         Corporation as Southern Nuclear shall designate. Any excess funds in
         such accounts shall be invested by Southern Nuclear in accordance with
         prudent cash management practices and all investment income and
         appreciation received on such funds shall be credited against the cost
         of Nuclear Operating Services provided to GPC.
                  Southern Nuclear shall have authority to draw checks on such
         account(s) only as necessary to pay costs of Nuclear Operating
         Services. In no event shall GPC fail to provide funds required to pay
         such costs, even where a dispute arises as to the appropriateness of
         such costs, it being agreed that any such dispute shall be resolved as
         provided in Section 5.2 hereof.
                  5.1.6 General Accounting Matters. Determinations by Southern
         Nuclear on all accounting matters related to the transactions
         contemplated by this Agreement will be in accordance with generally
         accepted accounting principles and the Securities and Exchange
         Commission's Uniform System of Accounts for Mutual and Subsidiary
         Service Companies, utilizing the accrual method of accounting, unless
         otherwise specifically provided in this Agreement or mutually agreed by
         Southern Nuclear and GPC or as prescribed by other regulatory agencies
         having jurisdiction, as the case may be, from time to time.
                  5.1.7 Right to Audit Costs and Inspect Records. During normal
         business hours and subject to conditions consistent with the conduct by
         Southern Nuclear of its regular business affairs and responsibilities,
         Southern Nuclear will provide GPC or any other Participant, or any of
         their officers, employees, agents or representatives, or any auditor
         utilized by GPC or such Participant and reasonably acceptable to
         Southern Nuclear, or any nationally recognized accounting firm
         designated by GPC or such Participant or by the Administrator of the
         Rural Electrification Administration, with access to Southern Nuclear's
         books, records, and other documents related to the performance of
         Southern Nuclear's obligations under this Agreement (including, without
         limitation, all Services Plans, the Nuclear Interface Procedure and
         agreements between Southern Nuclear and any of its affiliates, and any
         amendments to the foregoing) and, upon request, copies thereof, which
         pertain to (i) costs applicable to Nuclear Operating Services for Each
         Plant to the extent necessary to enable the auditors of GPC or such
         Participant to verify the costs which have been billed to GPC or
         charged to such Participant pursuant to the provisions of this
         Agreement; (ii) compliance with all environmental Legal Requirements;
         and (iii) matters relating to the design, construction, operation,
         retirement and decommissioning of Each Plant in proceedings before any
         Governmental Authority. 5.2 Resolution of Disputes as to Payments. GPC
         shall have until the expiration of the 180-day rule pursuant to Section
         9.15 of the Nuclear Managing
Board Agreement to question or contest the correctness of any respective cost
shown on a billing statement from Southern Nuclear, after which time the
correctness of such cost shall be conclusively presumed. Should a dispute arise
concerning the payment of money due under this Agreement, the parties shall
first attempt to resolve such dispute by consultation between representatives of
Southern Nuclear and GPC. In the event such representatives are unable to
resolve satisfactorily their disagreement, they shall refer the matter to senior
management of the parties. No dispute whatsoever as to the payment of costs
shall permit GPC to delay payment in full of all costs on the date required. If
GPC shall have made payments responsive to any disputed invoice and if Southern
Nuclear and GPC, or a court of competent jurisdiction, should later determine
that a disputed invoice was for an amount in excess of the correct amount due,
then Southern Nuclear shall be obligated to refund the difference to GPC.
                                   ARTICLE VI
                            PROTECTION OF INFORMATION
         6.1  Confidentiality.
         Either party may, from time to time, come into possession of
information of the other party that is either confidential or proprietary,
including, without limitation, Safeguards Information, as that term is defined
in Section 6.3 hereof. Each party having any such information which bears the
legend "Proprietary Information" or "Safeguards Information" will not reproduce,
copy, use or disclose (except when required by a Governmental Authority) any
such information in whole or in part for any purpose without the written consent
of the other party. In the furtherance of this understanding, the receiving
Participant shall obtain, and provide to the furnishing party, a written pledge
to this effect from non-member employees, agents and other representatives to
whom such data is disclosed and, if such non-member is not a full-time, salaried
employee of a Participant, from such non-member's employer. In disclosing
confidential or proprietary information to a Governmental Authority, the
disclosing party shall cooperate with the other party in minimizing the amount
of such information furnished. At the specific request of the other party, the
disclosing party will endeavor to secure the agreement of such Governmental
Authority to maintain specified portions of such information in confidence.
Public dissemination of information by the furnishing party before or after it
is furnished shall constitute a termination of the confidentiality requirement
as to that specific information.
         6.2      Restricted Data.
         Both Southern Nuclear and GPC agree that they will not permit any
individual to have access to Restricted Data, as that term is defined in 42
U.S.C. ss. 2014(y), until the Office of Personnel Management shall have made an
investigation and report to the NRC on the character, associations, and loyalty
of such individual and the NRC shall have determined that permitting such person
to have access to such Restricted Data will not endanger the common defense and
security.
         6.3      Safeguards Information.
         Notwithstanding any other provision of this Agreement, any access to
Safeguards Information, as that term is defined in 10 C.F.R. ss. 73.2, shall be
subject to the limitations and conditions of 10 C.F.R. ss. 73.21. GPC and each
other Participant agrees that any information provided under this Agreement will
not be used nor controlled in any manner that (i) would compromise any part of
the safeguards plan for Each Plant, (ii) would be in contravention of applicable
Legal Requirements, or (iii) would cause Southern Nuclear to violate any
arrangement regarding confidentiality or proprietary rights that Southern
Nuclear has with any third party; provided, however, that Southern Nuclear shall
not refuse to furnish any information requested by a Participant on the grounds
that a third party claims such information to be confidential or proprietary if
such Participant offers to execute an agreement satisfactory to such third party
to protect such information from unwarranted disclosure.
                                   ARTICLE VII
                   LIMITATION OF LIABILITY AND INDEMNIFICATION
         7.1  Absence of Warranty.
         Southern Nuclear does not warrant that its performance of Nuclear
Operating Services will meet the standards set forth in Section 2.1 hereof, and
its sole obligation if it fails to meet such standards is to reperform at the
request of the Participants' Agent the deficient work at cost payable by GPC in
a manner that complies with such standards. GPC acknowledges that such services
are not subject to any warranty of any nature, express or implied, including any
warranty of merchantability or fitness for a particular purpose.
         7.2  Indemnification of Southern Nuclear.
         GPC shall and hereby agrees to release, indemnify and save harmless and
defend Southern Nuclear, to the fullest extent permitted by applicable law, from
the payment of any sum or sums of money to GPC or any other third party on
account of, or resulting from, actions, claims, damages, losses, or liabilities
growing out of (i) injuries to or the death of any person, (ii) damage to or
loss of any property, and (iii) other damages in any way attributable to or
arising out of the performance and prosecution of any project or work performed
by Southern Nuclear, its employees, agents, subcontractors or any combination
thereof, for or on behalf of GPC for Each Plant, whether or not the same results
or allegedly results from tort (including, without limitation, negligence,
strict liability, fraud and breach of fiduciary duty), breach of contract
(including, without limitation, breach of warranty), the laws of real property
or any other legal or equitable theory of law. Further, GPC shall and does
hereby agree to release, indemnify and save harmless and defend Southern
Nuclear, to the fullest extent permitted by applicable law, (a) from any and all
liens, garnishments, attachments, claims, suits, costs, attorneys' fees, costs
of investigation and of defense resulting from, incurred in connection with, or
relating to any of the actions, claims, damages, losses or liabilities referred
to in the preceding sentence, (b) from the payment of any such sum or sums of
money, and (c) from the payment of any penalties, fines, damages, suits or
claims (and any liens or attachments asserted in connection therewith) arising
out of (1) any alleged or actual violation of Legal Requirements committed by
Southern Nuclear or its employees, agents or subcontractors, or (2) services or
labor performed or materials, provisions or supplies furnished which have been
purchased or allegedly contracted for or on behalf of GPC or its employees,
agents or subcontractors.
         Notwithstanding the foregoing provisions of this Section 7.2, GPC shall
not be required to release, indemnify, save harmless or defend Southern Nuclear
for Willful Misconduct (as hereinafter defined); provided, however, that
liability attributable to Willful Misconduct shall be subject to the limitation
of liability in Section 7.5 below. As used in this Agreement, the term Willful
Misconduct shall mean any act or omission by Southern Nuclear or its agents,
subcontractors or employees, that is performed or omitted consciously with
actual knowledge that such conduct is likely to result in damage or injury to
persons or property; provided, however, that any such act or omission, if
performed or omitted by an agent, subcontractor or employee of Southern Nuclear,
shall not be deemed Willful Misconduct unless an officer of Southern Nuclear
authorized such act or omission. Southern Nuclear shall exercise reasonable and
customary supervision or control over the activities of its agents,
subcontractors and employees so as to minimize the potential for adverse willful
actions by such agents, subcontractors and employees; provided, however, that
failure of Southern Nuclear to prevent such adverse willful actions shall not in
itself be considered Willful Misconduct.
         7.3  Notification and Participation in Defense of Claims.
         Southern Nuclear shall within five business days after it receives
notice of any claims, action, damages, losses or liability against which it will
expect to be indemnified pursuant to Section 7.2 hereof, notify GPC of such
claims, actions, damages, losses or liabilities. Thereafter, GPC may at its own
expense, upon notice to Southern Nuclear, defend or participate in the defense
of such action or claim by a third party or any negotiation for settlement of
such action or claim, provided that unless GPC proceeds promptly and in good
faith to pay or defend such action or claim, then Southern Nuclear shall have
the right (but not the obligation), upon ten days' notice to GPC to pay, settle,
compromise or proceed to defend any such action or claim without further
participation by GPC. GPC shall immediately pay (or reimburse Southern Nuclear,
as the case may be) any payments, settlements, compromises, judgments, costs or
expenses made or incurred by Southern Nuclear in or resulting from the pursuit
by Southern Nuclear of such right. If any judgment is rendered against Southern
Nuclear in any action defended by GPC or from which Southern Nuclear is
otherwise entitled to indemnification under Section 7.2 hereof, or any lien
attaches to the assets of Southern Nuclear in connection therewith, GPC
immediately upon such entry or attachment shall pay the judgment in full or
discharge any such lien unless at its expense and direction, appeal shall be
taken under the execution of the judgment or satisfaction of the lien is stayed.
If and when a final and unappealable judgment is rendered against Southern
Nuclear in any such action GPC shall forthwith pay such judgment or discharge
such lien prior to the time that Southern Nuclear would be legally held to do
so.
         7.4  No Release.
         It is also understood and agreed that nothing contained herein shall be
construed to release the officers and directors of GPC from the obligation to
perform their respective duties, or to limit the exercise of their powers in
accordance with the provisions of law or otherwise.
         7.5  Limitation of Liability.
         Notwithstanding anything in this Agreement to the contrary, GPC agrees
that in no event shall Southern Nuclear or its agents, subcontractors or
employees be liable to GPC for any indirect, special, punitive, incidental or
consequential damages including, without limitation, (i) loss of profits or
revenues, (ii) damages suffered as a result of the loss of the use of their
power system, production facilities or equipment, (iii) cost of purchase of
replacement power (including any differential in fuel costs), or (iv) cost of
capital with respect to any claim based on or in any way connected with this
Agreement whether arising in contract (including, without limitation, breach of
warranty), tort (including, without limitation, fraud, negligence, strict
liability or breach of fiduciary duty), under the laws of real property, or
under any other legal or equitable theory of law.
         GPC shall indemnify and hold harmless Southern Nuclear, its agents,
subcontractors, directors and employees from and against any claim by any
customer of a Participant for any direct, indirect, special, punitive,
incidental or consequential damages arising out of any performance or failure to
perform under this Agreement.
         7.6  Severability.
         In the event that any particular application of any of the limitations
of liability contained in this Article VII should be finally adjudicated to be
void as a violation of the public policy of the State of Georgia, then such
limitation of liability shall not apply with respect to such application to the
extent (but only to the extent) required in order for such limitation of
liability not to be void as a violation of such public policy, and such
limitations of liability shall remain in full force and effect with respect to
all other applications to the fullest extent permitted by law.
                                  ARTICLE VIII
                                    INSURANCE
         8.1  Nuclear Insurance.
         GPC shall obtain and maintain in effect during the term of this
Agreement the following insurance coverage:
         Nuclear liability, nuclear decontamination and property damage
         insurance, and government indemnification of nuclear liability arising
         from the operation and maintenance of Each Plant in amounts mutually
         agreed upon equal to or exceeding any amount or amounts required by
         law. Southern Nuclear shall be a named insured on such insurance and
         indemnification unless such insurance or indemnification provides
         coverage to all persons held legally liable. 8.2 Other Insurance.
         Southern Nuclear shall obtain and maintain in effect during the term of
         this Agreement such insurance as
GPC and Southern Nuclear may agree including, without limitation, employers
liability and general liability insurance and officers and directors insurance.
Premiums for such insurance shall be included in the costs of Nuclear Operating
Services.
         8.3  Waiver of Subrogation.
         Each insurance policy obtained by Southern Nuclear hereunder shall
contain waivers of subrogation against GPC. GPC shall require its insurers to
waive all right of subrogation against Southern Nuclear and its subcontractors,
regardless of fault, for all claims, including without limitation,
decontamination of, physical damage to or loss or destruction of any property at
the location of Each Plant as defined in the decontamination and property damage
insurance policy for Each Plant and, if GPC or any other Participant obtains and
maintains insurance for the cost of replacement power, for all costs of
replacement power.
         8.4  Cooperation.
         Southern Nuclear will take steps to meet the requirements of such
insurance policies and cooperate with GPC to furnish information, establish
procedures, erect or change physical facilities and otherwise meet the
requirements of the insurers to maintain coverage in effect and to collect
claims that may be made under such insurance. At the request of Southern
Nuclear, GPC shall provide Southern Nuclear and Southern Nuclear shall file with
the NRC financial statements of the Participants and such other proof as may be
required to comply with the rules and regulations of NRC.
         8.5  Workers' Compensation Insurance.
         Southern Nuclear shall qualify as a self-insurer in Georgia and with
the U.S. Department of Labor for U.S. Longshoreman's and Harbor Workers Act, but
will provide an umbrella policy to cover benefits in excess of its assumed
liability for workers' compensation, the Longshoreman's and Harbor Worker's Act,
and employers liability. GPC and Southern Nuclear acknowledge that, pursuant to
the terms of this Agreement, all premiums for Southern Nuclear workers'
compensation insurance and all payments to Southern Nuclear employees, including
workers' compensation benefits, relating to work performed by such employees
while on the premises of Each Plant are effectively made by GPC, since such
premiums and payments constitute Direct Charges (as defined in Section 5.1.1
hereof) incurred by Southern Nuclear in relation to Nuclear Operating Services
for Each Plant. It is the intent of GPC and Southern Nuclear that for purposes
of workers' compensation GPC not be exposed to greater liability by virtue of
this Agreement than GPC would have if it had utilized GPC employees to perform
Nuclear Operating Services.
         8.6  Additional Insurance.
         In the event GPC or any other Participant at any time or from time to
time shall have elected to participate in supplemental insurance programs to
cover other risks arising from the ownership and operation of a nuclear power
plant, including the extra costs of replacement power, the costs of such
protection shall be borne by GPC or such other Participant, as the case may be.
         8.7  Payment of Premiums.
         The aggregate cost of all insurance, applicable to Each Plant and
procured by Southern Nuclear pursuant hereto, including, without limitation, any
deferred or retrospective premium assessments, shall be included in the cost of
Nuclear Operating Services.
         8.8  Cancellation of Insurance.
         In the event that any of the foregoing insurance policies is canceled
by a party, that party shall give written notice of such cancellation to the
other party 60 days prior to the effective date of such cancellation.
                                   ARTICLE IX
                             TERM OF THIS AGREEMENT
         9.1  Term.
         The term of this Agreement shall commence on the Effective Date,
subject nevertheless to any applicable rules, regulations and approvals of any
regulatory authority whose approval is required, and shall expire (i) when Each
Plant has been retired and decommissioned, the NRC has terminated the NRC
operating licenses, and the plant site has been returned to a condition
acceptable to GPC, all in compliance with Legal Requirements, (ii) upon
termination pursuant to Section 10.1 hereof, or (iii) upon mutual agreement of
the parties. In no event, however, shall this Agreement terminate unless all
necessary regulatory approvals for transfer of responsibility for Each Plant
shall have been obtained. GPC's obligation to make payments to Southern Nuclear
under this Agreement that have not been satisfied prior to the expiration of the
term of this Agreement shall survive such expiration of the term.
         9.2  Termination of the Nuclear Services Agreement.
         Upon the Effective Date, the Nuclear Services Agreement shall terminate
and shall be superseded in its entirety by this Agreement. Any and all Nuclear
Support Services performed by Southern Nuclear after the Effective Date, as a
subset of Nuclear Operating Services, shall be governed solely by this
Agreement.
                                    ARTICLE X
                     TERMINATION BY GPC OR SOUTHERN NUCLEAR
         10.1  Termination.
         In the event GPC determines that it is in GPC's interest to do so, or
Southern Nuclear determines that it is in Southern Nuclear's interest to do so,
then GPC or Southern Nuclear may at will terminate this Agreement subject to the
following terms. Except as may otherwise be provided in Section 5.2 and Article
VII hereof, this right of termination shall be GPC's sole and exclusive remedy,
legal or equitable, for any failure by Southern Nuclear at any time to perform
its duties, responsibilities, obligations, or functions under this Agreement, or
for any other breach by Southern Nuclear of this Agreement. The procedure for
exercise of this right of termination shall be as follows:
                  (i) GPC shall give written notice to Southern Nuclear of GPC's
         determination to terminate this Agreement or Southern Nuclear shall
         give written notice to GPC of its determination to terminate this
         Agreement. It is recognized that no termination can be accomplished
         until all necessary regulatory approvals have been obtained to transfer
         the operating responsibility for Each Plant to GPC. Following the
         giving of such notice, the parties agree to cooperate, in good faith,
         to accomplish the transfer of operating responsibility in a prompt
         manner.
                  (ii) During the period between the giving of the notice
         described in clause (i), and the date on which such transfer of
         operating responsibility becomes effective, Southern Nuclear agrees to
         continue the provision of Nuclear Operating Services for Each Plant.
                  (iii) Upon receipt of all necessary governmental
         authorizations for transfer of operating responsibility for Each Plant
         from Southern Nuclear to GPC, this Agreement shall terminate. Except as
         may otherwise be provided in Section 5.2 and Article VII hereof, GPC
         hereby agrees that from and after such termination, GPC shall indemnify
         and forever hold Southern Nuclear, its officers, directors and
         employees, and all other agents and subcontractors except to the extent
         that any such other agents and subcontractors are liable or may be held
         liable under the terms of their respective contracts, harmless from and
         against any and all liability, costs, expenses (including reasonable
         attorney's fees) and judgments, which may thereafter be experienced by
         Southern Nuclear in its capacity as Operating Agent (whether the cause
         occurred before or after termination), and GPC further waives any claim
         GPC may have against Southern Nuclear, its officers, directors and
         employees, and all other agents and subcontractors except to the extent
         that any such other agents and subcontractors are liable or may be held
         liable under the terms of their respective contracts, for damage to
         property of the Participants, that arose out of the activities of
         Southern Nuclear, its officers, directors, employees, and other agents,
         subcontractors and affiliates under this Agreement. The indemnification
         and waiver contained herein shall survive termination and shall be
         specifically enforceable by Southern Nuclear against GPC.
                                   ARTICLE XI
                                  MISCELLANEOUS
         11.1  Holidays, Business Days.
         Any obligations to provide payments, information, approvals or notices
under this Agreement, which shall become due on a non-business day shall become
due upon the next business day. The term "business day" shall mean any day other
than a day on which banking institutions in the City of Atlanta, Georgia are
authorized by law to close.
         11.2  Entire Agreement.
         This Agreement constitutes the entire understanding between the parties
hereto, superseding any and all previous understandings, oral or written,
pertaining to the subject matter contained herein. No party hereto has relied or
will rely upon any oral or other written representation or oral or other written
information made or given to such party by any representative of the other party
or anyone on its behalf.
         11.3  Assignments.
         This Agreement shall be binding upon the successors and assigns of the
parties hereto, provided that Southern Nuclear shall not be entitled to assign
any of its obligations under this Agreement or under any purchase order issued
hereunder without the prior written approval of GPC.
         11.4  Modifications.
         This Agreement may not be modified or amended in any respect except in
a writing executed by the parties hereto.
         11.5  Governing Law.
         This Agreement shall be construed and enforced under and in accordance
with the laws of the State of Georgia.
         11.6  Counterparts.
         This Agreement may be executed in counterparts, each of which when
fully executed shall be deemed to have the same dignity, force and effect as if
the original.
         11.7  Waivers.
         No provision of this Agreement shall be deemed waived nor breach of
this Agreement consented to unless such waiver or consent is set forth in
writing and executed by the party hereto making such waiver or consent.
         11.8  Sale or Disposal of Property.
         Southern Nuclear shall not sell, lease, or otherwise dispose of any
real or personal property owned individually or jointly by any or all of the
Participants, unless such sale, lease or other disposal is authorized by the
Nuclear Managing Board; provided, however, that this provision shall not apply
to any facilities, equipment or materials which are replaced with facilities,
equipment or materials, as the case may be, of like kind and of value at least
equal to that of the replaced facilities, equipment or materials. Nothing in
this Section 11.8 shall be construed as an authorization by GPC or the Managing
Board for Southern Nuclear to take any action inconsistent with the provisions
respecting plans and budgets set forth in Section 3.2 hereof.
         11.9  No Adverse Distinction.
                  11.9.1. Under the Participation Agreements, GPC may not make
         any adverse distinction between Plant Hatch or Plant Vogtle and any
         other generating unit which it operates. GPC may exercise its authority
         under this Agreement to assure that the performance of services by
         Southern Nuclear does not cause GPC to violate this requirement.
                  11.9.2. In the performance of services hereunder, Southern
         Nuclear shall not make any adverse distinction between GPC and any
         other company or between Each Plant and any other generating facility
         for which Southern Nuclear provides services. 11.10 Notices. Any
         notice, request, consent or other communication permitted or required
         by this Agreement shall be in
writing and shall be deemed given when deposited in the United States Mail,
first class postage prepaid, and if given to Participants shall be addressed to:
                                    Georgia Power Company
                                    333 Piedmont Avenue, N.E.
                                    Atlanta, Georgia  30308
                                    Attention:  President

and if given to Southern Nuclear shall be addressed to:

                    Southern Nuclear Operating Company, Inc.
                                 P. O. Box 1295
                         Birmingham, Alabama 35201-1295
                              Attention: President


unless a different officer or address shall have been designated by the
respective party by notice in writing.

         11.11  Captions.

         The descriptive captions of the various Articles and Sections of this
Agreement have been inserted for convenience of reference only and shall in no
way modify or restrict any of the terms and provisions hereof.

         11.12  Singular and Plural; Gender.

         Throughout this Agreement, whenever any word in the singular number is
used, it shall include the plural unless the context otherwise requires; and
whenever the plural number is used, it shall include the singular unless the
context otherwise requires. The use of the masculine shall include the feminine.

         11.13  Third-Party Beneficiaries.

         This Agreement is for the benefit of GPC, the other Participants and
Southern Nuclear, and no person or entity other than GPC, the other Participants
and Southern Nuclear is or shall be entitled to bring any action to enforce any
provision of this Agreement against either of the parties hereto or the other
Participants.
         11.14  Severability.
         Should any provision of this Agreement be held to be invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions
shall remain in full force and effect, provided that deletion of the invalid or
unenforceable provision does not materially affect the agreement of the parties
contained herein.
         11.15  Agency.
         Whether or not expressly stated in the applicable provisions of this
Agreement, GPC acts herein on its own behalf and as agent for the other
Participants pursuant to the Participation Agreements.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


<PAGE>



         IN WITNESS WHEREOF, the parties have hereto caused this Nuclear
Operating Agreement to be signed and sealed as of the date first set forth above
by their respective duly authorized representatives.

                                  GEORGIA POWER COMPANY



                                  By:__________________________
                                     Its:______________________

Attest:___________________

             (Corporate Seal)


                                      SOUTHERN NUCLEAR OPERATING COMPANY, INC.


                                      By:__________________________
                                         Its:______________________

Attest:___________________

             (Corporate Seal)


<PAGE>