Exhibit 10(a)22

                                TABLE OF CONTENTS


R E C I T A L S........................................................1


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


DEFINITIONS............................................................2

1.1 Actual Hourly Facility Generation..................................2

1.2 AEC................................................................3

1.3 AEC Settlement.....................................................3

1.4 Antitrust Conditions...............................................3

1.5 Availability.......................................................3

1.6 Availability Schedule..............................................3

1.7 Back-Up Capacity...................................................4

1.8 Coal and Oil Reconcilement Sheets..................................4

1.9 Contract Year......................................................4

1.10 Control Area Services.............................................4

1.11 Day...............................................................5

1.12 Effective Date....................................................5

1.13 Energy Imbalance Service..........................................5

1.14 Federal Power Act.................................................5

1.15 FERC..............................................................5

1.16 Hour..............................................................6

1.17 Hourly Pseudo Resource Utilization................................6

1.18 IIC...............................................................6

1.19 Interest..........................................................6

1.20 ITS...............................................................6

1.21 Joint Committee for Planning and Operations.......................6

1.22 Joint-Owned Facilities............................................6

1.23 Joint Ownership Agreements........................................7

1.24 Level A...........................................................7

1.25 Level A to B-1 Loss Factors.......................................7

1.26 Level A to B-2 Loss Factors.......................................7

1.27 Level B-1.........................................................7

1.28 Level B-1 to B-2 Loss Factors.....................................7

1.29 Level B-2.........................................................8

1.30 Level D...........................................................8

1.31 Level D to B-1 Loss Factors.......................................8

1.32 Marginal Replacement Fuel Cost....................................8

1.33 Maximum Utilization Level.........................................8

1.34 MEAG Non-Territorial Load.........................................9

1.35 MEAG Off-System Control Area Services.............................9

1.36 MEAG Off-System Transaction.......................................9

1.37 MEAG Territorial Control Area Services...........................10

1.38 MEAG Territorial Load............................................10

1.39 MEAG Total Load Requirements.....................................10

1.40 Minimum Utilization Level........................................10

1.41 Month............................................................10

1.42 NERC.............................................................11

1.43 Nuclear Resource.................................................11

1.44 Open Access Transmission Tariff of Southern Companies............11

1.45 Participants.....................................................11

1.46 Party............................................................11

1.47 Power Sales Contracts............................................11

1.48 Prudent Utility Practice.........................................12

1.49 Pseudo CT Resource...............................................12

1.50 Pseudo CT Resource Heat Rate.....................................12

1.51 Pseudo Energy....................................................12

1.52 Pseudo Energy Purchase...........................................13

1.53 Pseudo Energy Sale...............................................13

1.54 Pseudo Resource(s)...............................................13

1.55 Pseudo Schedule[ing] and Dispatch................................13

1.56 Pseudo SEPA Resources............................................13

1.57 Pseudo Steam Resource(s).........................................14

1.58 Pseudo Steam Resource Heat Rate..................................14

1.59 Real Time........................................................14

1.60 Revised ITSA.....................................................14

1.61 SEPA.............................................................15

1.62 SEPA Contracts...................................................15

1.63 SEPA Declaration Schedule........................................15

1.64 SEPA Resources...................................................15

1.65 SEPA Week........................................................15

1.66 Southern Companies...............................................15

1.67 Southern Control Area............................................16

1.68 Southern Dispatch................................................16

1.69 Southern Sub-Region..............................................16

1.70 System Marginal Cost.............................................16

1.71 Term.............................................................17

1.72 Territorial Marginal Cost........................................17

1.73 Utilization......................................................17

1.74 Utilization Schedule.............................................17

1.75 Week.............................................................17


ARTICLE II............................................................17


APPLICABILITY OF AGREEMENT............................................18

2.1 General...........................................................18

2.2 Nuclear Resources.................................................18

2.3 Pseudo Steam and CT Resources.....................................18

2.4 Default...........................................................18


ARTICLE III...........................................................18


OPERATING OBLIGATIONS OF THE PARTIES..................................19

3.1 Basic Planning, Operation and Maintenance Obligations Under
Existing Standards....................................................19

3.2 Violation of Basic Planning, Operation and Maintenance Obligations19

3.3 Obligations Under Future Standards................................21

3.4 Pseudo Resources..................................................23

3.5 System Security and Integrity.....................................23

3.6 Supply Deficiencies...............................................24

3.7 Power Flows.......................................................24


ARTICLE IV............................................................24


AEC SETTLEMENT AND ANTITRUST CONDITIONS...............................25

4.1 MEAG Representations and Warranties Concerning Power Sales
    Contracts.........................................................25

4.2 Satisfaction of AEC Settlement and Antitrust Conditions...........25

4.3 Use of the ITS....................................................26


ARTICLE V.............................................................26


PSEUDO DISPATCH: PSEUDO STEAM RESOURCES AND PSEUDO CT RESOURCE........27

5.1 Availability Schedules............................................27

5.2 Changes to Availability Schedules.................................27

5.3 Hourly Utilization Schedules......................................28

5.4 Changes to Utilization Schedules..................................29

5.5 Pseudo Steam Resource Ramping.....................................31

5.6 Minimum Commitment Notice.........................................31

5.7 Minimum Decommitment Notice and Minimum Up-Time...................32

5.8 Minimum Downtime..................................................33

5.9 Pseudo CT Resource Test Energy....................................33

5.10 Pseudo Steam Resources Operating Off Automatic Generation Control.33


ARTICLE VI............................................................34


PSEUDO ENERGY SALES AND PURCHASES.....................................34

6.1 Pseudo Energy.....................................................34

6.2 Pseudo Energy Sale................................................34

6.3 Pseudo Energy Purchase............................................35

6.4 Coal Procurement..................................................36


ARTICLE VII...........................................................37


PSEUDO DISPATCH: SEPA RESOURCES.......................................37

7.1 Duration of Effectiveness.........................................37

7.2 SEPA Declaration Schedule.........................................37

7.3 Changes to SEPA Declaration Schedule..............................38

7.4 Hourly Utilization Schedule.......................................38

7.5 Changes to Utilization Schedule...................................40

7.6 Delivery of and Payment for Energy................................41

7.7 Coordination with SEPA Contracts..................................42


ARTICLE VIII..........................................................42


MEAG TERRITORIAL CONTROL AREA SERVICES................................42

8.1 Availability......................................................42

8.2 Scheduling, System Control and Dispatch Service...................43

8.3 Reactive Supply and Voltage Control From Generation Sources
    Service...........................................................43

8.4 Regulation and Frequency Response Service.........................44

8.5 Operating Reserve - Spinning Reserve Service......................45

8.6 Operating Reserve - Supplemental Reserve Service..................48

8.7 Purchase of Regulation, Spinning Reserve and Supplemental
    Reserve Services..................................................50

8.8 Energy Pricing Within the Inadvertent Energy Bandwidth............51

8.9 Special Modification to Qualifying Reserves - Supplemental........51


ARTICLE IX............................................................52


ENERGY IMBALANCE SERVICE..............................................52

9.1 Energy Imbalance..................................................52

9.2 Allowable Imbalance Bandwidth.....................................53

9.3 Inadvertent Energy Bandwidth......................................53

9.4 Back-up Capacity Charge...........................................54

9.5 Commitment Cost...................................................54

9.6 Credit for Hourly Surplus Energy..................................54

9.7 Payment for Hourly Deficit Energy.................................55


ARTICLE X.............................................................56


OFF-SYSTEM TRANSACTIONS...............................................56

10.1 Scheduling and Coordination......................................56

10.2 Information Obligations..........................................56

10.3 Transmission Responsibility......................................57

10.4 MEAG Off-System Control Area Services............................57


ARTICLE XI............................................................58


MUTUAL BUY/SELL TRANSACTIONS..........................................58

11.1 Implementation...................................................58


ARTICLE XII...........................................................59


BILLING AND COLLECTION................................................59

12.1 Invoice..........................................................59

12.2 Payment..........................................................59

12.3 Failure To Pay...................................................60

12.4 Billing Disputes.................................................61

12.5 Availability of Records..........................................62


ARTICLE XIII..........................................................62


DEVELOPMENT, IMPLEMENTATION AND ADMINISTRATION FEES...................62

13.1 Payment..........................................................62


ARTICLE XIV...........................................................64


TERM OF AGREEMENT.....................................................64

14.1 Initial Term.....................................................64

14.2 Extension of the Term............................................64

14.3 Conditions Precedent to Effectiveness............................65


ARTICLE XV............................................................66


MISCELLANEOUS PROVISIONS..............................................66

15.1 Remedies.........................................................66

15.2 Indemnification..................................................67

15.3 No Affiliate Liability...........................................67

15.4 Disclaimer of Warranty...........................................67

15.5 Service Constancy................................................68

15.6 Assignment.......................................................68

15.7 Agency...........................................................68

15.8 No Partnership...................................................69

15.9 Successors and Assigns...........................................69

15.10 Superseding Effect..............................................69

15.11 Notice..........................................................69

15.12 Counterparts....................................................70

15.13 Governing Law...................................................70

APPENDIX (LIST OF PARTICIPANTS)
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                    PSEUDO SCHEDULING AND SERVICES AGREEMENT

                  This PSEUDO SCHEDULING AND SERVICES AGREEMENT (the
"Agreement") is entered into as of this 8th day of April, 1997, between GEORGIA
POWER COMPANY, a corporation organized and existing under the laws of the State
of Georgia ("Georgia Power") and the MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a
public corporation and instrumentality of the State of Georgia ("MEAG").
                                R E C I T A L S:
                  WHEREAS, Georgia Power currently provides electric sales
service to MEAG pursuant to Georgia Power's Partial Requirements Tariff
effective January 1, 1993, entitled "Georgia Power Company, FERC Electric
Tariff, First Revised Volume No. 2, Wholesale For Resale, Partial Requirements
Service," as it applies to MEAG under the Parties' related Electric Service
Contract Agreement (collectively, the "PR Tariff"), presently on file with the
Federal Energy Regulatory Commission ("FERC"). In addition, Georgia Power
currently provides certain related coordination services to MEAG under the
Parties' Scheduling Services Agreement dated June 8, 1994;
                  WHEREAS, Georgia Power and MEAG have entered into a Partial
Requirements Service Settlement Agreement dated January 10, 1997, which, among
other things, reflects the Parties' desire to establish a new service
relationship that shall afford MEAG greater operational independence and
flexibility with respect to its generating resources located within Southern
Company's ("Southern") control area, consistent with and subject to MEAG's
rights and obligations under the Revised and Restated Integrated Transmission
System Agreement ("Revised ITSA") and certain Joint Ownership Agreements
governing joint-owned generation facilities in the state of Georgia;
                  WHEREAS, Georgia Power and MEAG desire to implement their new
service relationship by entering into this Agreement, which, upon its
effectiveness, shall replace in their entirety and terminate the PR Tariff as it
pertains to MEAG and the Parties' Scheduling Services Agreement.
                  NOW, THEREFORE, for and in consideration of the premises and
the mutual undertakings herein contained and for other good and valuable
consideration, the terms and sufficiency of which are hereby acknowledged,
Georgia Power and MEAG hereby agree as follows:
                                    ARTICLE I
                                   DEFINITIONS
         In addition to the initially capitalized terms and phrases defined in
the preamble of this Agreement, the following initially capitalized terms and
phrases as and when used in this Agreement shall have the respective meanings
set forth below:
         1.1      "Actual Hourly Facility Generation": the amount of energy, in
                  megawatt hours (MWH), net of station service energy, which is
                  actually generated during any one Hour by the generation
                  facility associated with a given Pseudo Steam or CT Resource
                  and delivered to Level B-1, as adjusted for losses using Level
                  A to B-1 Loss Factors, as appropriate. During periods in which
                  the amount determined pursuant to the previous sentence is
                  negative, the Actual Hourly Facility Generation associated
                  with such Pseudo Resource shall nevertheless be deemed to be
                  zero megawatt hours (MWH).
         1.2      "AEC": the Atomic Energy Commission, predecessor to the
                  Nuclear Regulatory Commission.
         1.3      "AEC Settlement": the settlement agreement entered into on
                  April 24, 1974, between and among Georgia Power, the Georgia
                  Municipal Association (predecessor to MEAG) and certain
                  municipalities, some of which are now wholesale customers of
                  MEAG, pursuant to which Georgia Power is obligated to provide
                  certain electric sales, coordination and transmission services
                  to MEAG in accordance with the terms of specific Antitrust
                  Conditions.
         1.4      "Antitrust Conditions": the conditions imposed on Georgia
                  Power by the AEC, as set forth and described in AEC Facility
                  Operating License NPF-81, NPF-68, and NPF-5, issued to Georgia
                  Power on March 31, 1989, March 16, 1987 and June 13, 1978,
                  respectively.
         1.5      "Availability": the readiness and ability of the generating
                  facility associated with a Pseudo Resource to generate power
                  within an Hour. A Pseudo Resource shall be deemed "Available"
                  for purposes of this Agreement unless it is unavailable due to
                  outages or deratings (as defined by NERC), or transmission
                  constraints (as defined by NERC).
         1.6      "Availability Schedule": the list of hourly Pseudo Steam and
                  CT Resource Availabilities provided to MEAG by Georgia Power
                  pursuant to Sections 5.1 and 5.2 of this Agreement.
         1.7      "Back-Up Capacity: the quantity of deficit energy in the Hour
                  associated with the Back-Up Capacity Charge, as defined and
                  set forth in Section 9.4 herein.
         1.8      "Coal and Oil Reconcilement Sheets": those documents, and any
                  successors thereto, prepared in accordance with procedures for
                  separate stockpile accounting at Plant Robert W. Scherer Unit
                  No. 1, Plant Robert W. Scherer Unit No. 2, Plant Hal Wansley
                  Unit No. 1, and Plant Hal Wansley Unit No. 2.
         1.9      "Contract Year": a consecutive 12-month period commencing on
                  the Effective Date of this Agreement and at each annual
                  anniversary date of such Effective Date, if and to the extent
                  the Term of this Agreement is extended pursuant to Section
                  14.2.
         1.10     "Control Area Services": those services which are necessary
                  (a) to effectuate energy deliveries under this Agreement and
                  (b) to maintain the integrity of the ITS and the Southern
                  Control Area during transactions undertaken under this
                  Agreement. Control Area Services shall include the following
                  for purposes of this Agreement:
                  a.       Scheduling, System Control and Dispatch Service
                  b.       Reactive Supply and Voltage Control from Generation
                           Sources Service
                  c.       Regulation and Frequency Response Service
                  d.       Operating Reserve - Spinning Reserve Service
                  e.       Operating Reserve - Supplemental Reserve Service.
         1.11     "Day": one calendar day, commencing at one (1) minute prior to
                  12:01 a.m. (Birmingham, Alabama, prevailing time) of each such
                  calendar day and ending at one (1) minute after 11:59 p.m.
                  (Birmingham, Alabama, prevailing time) of the same calendar
                  day.
         1.12     "Effective Date": the first Day of the Month immediately
                  following the date on which the FERC permits this Agreement to
                  become effective, either without modification or condition;
                  or, alternatively, subject to condition(s) or modification(s)
                  deemed acceptable to both Georgia Power and MEAG, as
                  determined by each Party in its sole discretion.
         1.13     "Energy Imbalance Service": the service rendered to MEAG by
                  Georgia Power which matches MEAG's resources and MEAG Total
                  Load Requirements on an hourly basis and provides any
                  necessary back-up power to MEAG to maintain such balance.
                  Energy Imbalance Service shall incorporate a Back-Up Capacity
                  Charge, (Section 9.4), a Commitment Cost (Section 9.5), a
                  Credit for Hourly Surplus Energy (Section 9.6), and a Payment
                  for Hourly Deficit Energy (Section 9.7).

         1.14     "Federal Power Act": the Federal Power Act, 16 U.S.C.A.ss.ss.
                  791a-828c (West 1985 & Supp. 1996), as the same may hereafter
                  be amended from time to time.

         1.15     "FERC": the Federal Energy Regulatory Commission or any
                  governmental authority succeeding to the powers and functions
                  thereof under the Federal Power Act.

         1.16     "Hour": one (1) clock hour of a Day expressed in Birmingham,
                  Alabama prevailing time.

         1.17     "Hourly Pseudo Resource Utilization": the amount of energy, in
                  megawatt hours (MWH), that MEAG schedules or is deemed to have
                  utilized from a Pseudo Resource during any one Hour, as such
                  energy is determined under Articles V and VII.

         1.18     "IIC": The Intercompany Interchange Contract among Georgia
                  Power and certain of its affiliates, as amended, approved by
                  the FERC in Docket No. ER86-103-001, and any successor
                  thereto.

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

         1.20     "ITS: the "Integrated Transmission System" as such term is
                  defined in the Revised ITSA.

         1.21     "Joint Committee for Planning and Operations": the committee
                  formed by representatives of Georgia Power, MEAG, and certain
                  other entities for the purpose of administering the
                  relationship among such entities, as described in that certain
                  Joint Committee Agreement dated August 27, 1976, as amended.

         1.22     "Joint-Owned Facilities": Plant Robert W. Scherer Unit No. 1,
                  Plant Robert W. Scherer Unit No. 2, Plant Hal Wansley Unit No.
                  1, Plant Hal Wansley Unit No. 2, Edwin I. Hatch Nuclear Plant
                  Unit No. 1, Edwin I. Hatch Nuclear Plant Unit No. 2, Plant
                  Alvin W. Vogtle Unit No. 1, Plant Alvin W. Vogtle Unit No. 2,
                  and Plant Hal Wansley Unit No. 5A.

         1.23     "Joint Ownership Agreements": the agreements among Georgia
                  Power, MEAG, Oglethorpe Power Corporation and the City of
                  Dalton, Georgia, which govern the Parties' ownership and
                  operating rights and obligations with respect to the
                  Joint-Owned Facilities.
         1.24     "Level A": the generator voltage side of each step-up or
                  station service transformer of each generation facility of
                  Georgia Power or other entity that supplies power directly
                  into the ITS.

         1.25     "Level A to B-1 Loss Factors": factors intended to reflect
                  energy loss from Level A to Level B-1 for generation. These
                  loss factors may be determined by the Joint Committee for
                  Planning and Operations.

         1.26     "Level A to B-2 Loss Factors": factors intended to reflect
                  energy loss from Level A to Level B-2 for station service.
                  These loss factors may be determined by the Joint Committee
                  for Planning and Operations.

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

         1.28     "Level B-1 to B-2 Loss Factors": factors intended to reflect
                  energy loss from Level B-1 to Level B-2. These loss factors
                  may be determined by the Joint Committee for Planning and
                  Operations.

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

         1.30     "Level D": the distribution voltage side of the meter points
                  where power flows out of the ITS.

         1.31     "Level D to B-1 Loss Factors": factors intended to reflect
                  energy loss from Level D to Level B-1. These loss factors may
                  be determined by the Joint Committee for Planning and
                  Operations.

         1.32     "Marginal Replacement Fuel Cost": the fuel cost, in dollars
                  per millions of British Thermal Units (MMBTU), including the
                  value of SO2 allowances for affected units, as determined in
                  accordance with the IIC marginal fuel cost procedures filed
                  with FERC (as such procedures may be amended from time to
                  time), which is used for Southern Dispatch. Georgia Power
                  shall use reasonable best efforts to make available to MEAG
                  the Marginal Replacement Fuel Cost on or before three (3) Days
                  prior to the Day on which such cost will take effect.

         1.33     "Maximum Utilization Level": the maximum level of allowed
                  resource Utilization of a Pseudo Resource by MEAG during an
                  Hour, as reasonably determined by Georgia Power in accordance
                  with Prudent Utility Practice, which shall represent as
                  closely as possible the actual maximum operating limitation on
                  the generation facility associated with such Pseudo Resource
                  at that time.
         1.34     "MEAG Non-Territorial Load": the hourly sum of MEAG's sales to
                  another person or entity, excluding MEAG Territorial Load,
                  adjusted for losses using Level B-1 to B-2 Loss Factors or
                  Level D to B-1 Loss Factors, as appropriate.

         1.35     "MEAG Off-System Control Area Services": Control Area Services
                  associated with MEAG Non-Territorial Load.

         1.36     "MEAG Off-System Transaction": (i) any single sales
                  transaction between MEAG and another person or entity,
                  excluding the Participants and the City of Acworth (for so
                  long as and to the extent that MEAG continues to provide
                  requirements service to the City of Acworth); (ii) any
                  transaction by which MEAG takes energy or causes or allows
                  energy to be taken into the ITS from a generation facility or
                  other resource which is not interconnected with the ITS or is
                  located outside the Southern Control Area; or (iii) any
                  transaction by which MEAG provides or causes or allows to be
                  provided transmission service into, out of or across the ITS.
                  "MEAG Off-System Transactions" means, collectively, more than
                  one (1) MEAG Off-System Transaction. All MEAG Off-System
                  Transactions shall be adjusted for losses using Level B-1 to
                  B-2 Loss Factors, as appropriate.

         1.37     "MEAG Territorial Control Area Services": Control Area
                  Services associated with MEAG Territorial Load.

         1.38     "MEAG Territorial Load": the hourly sum of the delivery point
                  loads of the Participants and the City of Acworth (for so long
                  as and to the extent that MEAG continues to provide electric
                  requirements service to the City of Acworth), adjusted for
                  losses using Level D to B-1 Loss Factors, as appropriate, and
                  any net station service requirement associated with a MEAG
                  resource, adjusted for losses using Level A to B-2 Loss
                  Factors and Level B-1 to B-2 Loss Factors, as appropriate.

         1.39     "MEAG Total Load Requirements": the sum of MEAG Territorial
                  Load and MEAG Non-Territorial Load.

         1.40     "Minimum Utilization Level": the minimum level of allowed
                  resource Utilization of a Pseudo Resource by MEAG during an
                  Hour, as reasonably determined by Georgia Power in accordance
                  with Prudent Utility Practice, which shall represent as
                  closely as possible the actual minimum operating limitation on
                  the generation facility associated with such Pseudo Resource
                  at that time.

         1.41     "Month": one calendar month, commencing at one (1) minute
                  prior to 12:01 a.m. (Birmingham, Alabama, prevailing time) on
                  the first Day of such month and ending at one (1) minute after
                  11:59 p.m. (Birmingham, Alabama, prevailing time) on the last
                  Day of such month.

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

         1.43     "Nuclear Resource": the generation capacity associated with
                  MEAG's share of ownership in any one of the following
                  Joint-Owned Facilities: Edwin I. Hatch Nuclear Plant Unit No.
                  1, Edwin I. Hatch Nuclear Plant Unit No. 2, Plant Alvin W.
                  Vogtle Unit No. 1 and Plant Alvin W. Vogtle Unit No. 2.
                  "Nuclear Resources" means, collectively, more than one Nuclear
                  Resource.

         1.44     "Open Access Transmission Tariff of Southern Companies": the
                  open access transmission tariff filed with the FERC by
                  Southern Companies in Docket No. OA96-27-000, as approved by,
                  and as revised or amended from time to time by, the FERC.

         1.45     "Participants": the political subdivisions listed in the
                  Appendix to this Agreement, to which MEAG currently provides
                  requirements service under separate Power Sales Contracts.

         1.46     "Party": MEAG or Georgia Power. "Parties" includes both MEAG
                  and Georgia Power.

         1.47     "Power Sales Contracts": those contracts dated on or about
                  March 1, 1976, as amended, between MEAG and each of the
                  Participants.

         1.48     "Prudent Utility Practice": at any particular time, a
                  practice, method or act engaged in or approved by a
                  significant portion of the electric utility industry prior to
                  such time, or a practice, method or act which, in the exercise
                  of reasonable judgment, can be expected to accomplish intended
                  results at a 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 among a spectrum of possible practices, methods
                  or acts, having due regard for, among other things,
                  manufacturers' warranties, the requirements of governmental
                  authorities of competent jurisdiction, and the requirements of
                  this Agreement.

         1.49     "Pseudo CT Resource": the generation capacity associated with
                  MEAG's ownership interest in the following Joint-Owned
                  Facility: Plant Hal Wansley Unit No. 5A (combustion turbine),
                  adjusted for losses using Level A to B-1 Loss Factors, as
                  appropriate.

         1.50     "Pseudo CT Resource Heat Rate": the value shown for station
                  economy (expressed in MMBTU/MWH) for Wansley Unit No. 5A, as
                  shown on the then-current IIC Informational Schedule No. 2 or
                  successor thereto, adjusted for losses using the appropriate
                  Level A to B-1 Loss Factor.

         1.51     "Pseudo Energy": the integrated hourly difference between (i)
                  the Hourly Pseudo Resource Utilization of a Pseudo Steam or CT
                  Resource in megawatt hours (MWH), less (ii) the Actual Hourly
                  Facility Generation allocated to MEAG from the Pseudo Resource
                  in megawatt hours (MWH), as determined under the Joint
                  Ownership Agreements.
         1.52     "Pseudo Energy Purchase": If the Pseudo Energy is negative in
                  an Hour, Georgia Power shall be deemed to have made an energy
                  purchase from MEAG equal to the absolute value of the amount
                  of such Pseudo Energy, which purchase shall be subject to the
                  provisions of Article VI.
         1.53     "Pseudo Energy Sale": If the Pseudo Energy is positive in an
                  Hour, Georgia Power shall be deemed to have made an energy
                  sale to MEAG equal to the amount of such Pseudo Energy, which
                  sale shall be subject to the provisions of Article VI.

         1.54     "Pseudo Resource(s): collectively, the Pseudo Steam, CT and
                  SEPA Resources.

         1.55     "Pseudo Schedule[ing] and Dispatch": the hourly scheduling and
                  dispatch of Pseudo Resources by MEAG by and through Georgia
                  Power in accordance with Articles V and VII.

      1.56     "Pseudo SEPA Resources": Subject to Section 7.1, from time to
                  time during the Term, the generation capacity associated with
                  the entitlement shares of the Participants and the City of
                  Acworth (for so long as the Participants and the City of
                  Acworth remain requirements service customers of MEAG) to the
                  hydroelectric generation facilities that make up the SEPA
                  projects and that are being operated within Southern Dispatch
                  at such time, as delivered at Level B-1.

         1.57     "Pseudo Steam Resource(s)": the generation capacity associated
                  with MEAG's ownership interest in any one (or all) of the
                  following Joint-Owned Facilities: Plant Robert W. Scherer Unit
                  No. 1, Plant Robert W. Scherer Unit No. 2, Plant Hal Wansley
                  Unit No. 1 and Plant Hal Wansley Unit No. 2, as adjusted for
                  losses using Level A to B-1 Loss Factors, as appropriate.

         1.58     "Pseudo Steam Resource Heat Rate": the quotient of: (a) the
                  MMBTU from the Coal and Oil Reconcilement Sheets associated
                  with the fuel that Georgia Power, MEAG and the City of Dalton,
                  Georgia actually burn in any Month at the generation facility
                  associated with each Pseudo Steam Resource, divided by (b) the
                  net positive generation in megawatt hours (MWH) at Level B-1
                  associated with Georgia Power's, MEAG's and the City of
                  Dalton's entitlement to energy from such facility, as
                  determined under the Joint Ownership Agreements.

         1.59"    "Real Time": when used as an adjective or an adverb, on as
                  near an instantaneous basis as possible.

         1.60     "Revised ITSA": the Revised and Restated Integrated
                  Transmission System Agreement between Georgia Power and MEAG
                  dated as of December 7, 1990, as amended, and each of the
                  similar agreements between Georgia Power and Oglethorpe Power
                  Corporation and between Georgia Power and the City of Dalton,
                  Georgia.
         1.61     "SEPA": the Southeastern Power Administration.
         1.62     "SEPA Contracts": the contracts in effect as of the date of
                  this Agreement, between Southern Company Services, Inc.
                  ("SCS"), as agent for Georgia Power, MEAG, the Participants
                  and SEPA, for the dispatch of, the scheduling of and the
                  disposition of the capacity of and energy from the SEPA
                  Resources. In the event of any inconsistency or ambiguity
                  between any such contracts, for purposes of this Agreement,
                  that certain Contract between The United States of America
                  Department of Energy acting by and through the Southeastern
                  Power Administration and SCS, as agent for Southern Companies,
                  dated as of September 30, 1996, shall control.

         1.63     SEPA Declaration Schedule": the list of Pseudo SEPA Resources
                  Availabilities provided to MEAG by Georgia Power pursuant to
                  Sections 7.2 and 7.3.

         1.64     "SEPA Resources": generation facilities associated with the
                  Pseudo SEPA Resources.

         1.65     "SEPA Week": seven (7) calendar Days, commencing at one (1)
                  minute prior to 12:01 a.m. (Birmingham, Alabama, prevailing
                  time) of each Saturday and ending at one (1) minute after
                  11:59 p.m. (Birmingham, Alabama, prevailing time) of each
                  succeeding Friday.

         1.66     "Southern Companies": collectively the operating company
                  affiliates of Southern, including Alabama Power Company,
                  Georgia Power Company, Gulf Power Company, Mississippi Power
                  Company, and Savannah Electric and Power Company.

         1.67     "Southern Control Area": the area circumscribed by the tie
                  lines between the utility operating companies owned by
                  Southern (including without limitation Georgia Power) and
                  other utilities.

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

         1.69     "Southern Sub-Region": the sub-region of the Southeastern
                  Electric Reliability Council, including the Southern Control
                  Area, the control area of the Alabama Electric Cooperative,
                  Inc., the control area of South Mississippi Electric Power
                  Association, and the control areas of SEPA.
         1.70     "System Marginal Cost": the incremental energy cost of
                  Southern Dispatch after serving all sales obligations, which
                  costs shall include fuel expense, variable operation and
                  maintenance expense, fuel handling expense, emissions
                  allowance value, and other appropriate energy related costs,
                  including but not limited to energy purchases.

         1.71     "Term": the initial term of this Agreement specified in
                  Article XIV, as such term may be extended for additional
                  term(s) pursuant to Section 14.2.

         1.72     "Territorial Marginal Cost": the incremental energy cost of
                  Southern Dispatch after serving all Southern Control Area
                  obligations but prior to serving any off-system sales, which
                  costs shall include fuel expense, variable operation and
                  maintenance expense, fuel handling expense, emissions
                  allowance value, and other appropriate energy related costs,
                  including but not limited to energy purchases.
         1.73     "Utilization": the energy scheduled by MEAG from a Pseudo
                  Resource in an Hour, including the effect of changes submitted
                  from time to time by MEAG or deemed to be scheduled by MEAG,
                  all as determined under Articles V and VII of this Agreement,
                  as delivered at Level B-1.

         1.74     "Utilization Schedule": the list of hourly Utilizations
                  provided to Georgia Power by MEAG pursuant to Sections 5.3 and
                  5.4 or Sections 7.4 and 7.5 hereof.

         1.75      "Week": seven (7) calendar days, commencing at one (1) minute
                   prior to 12:01 a.m. (Birmingham, Alabama, prevailing time) of
                   each Monday and ending at one (1) minute after 11:59 p.m.
                   (Birmingham, Alabama, prevailing time) of each succeeding
                   Sunday.
                                   ARTICLE II
                           APPLICABILITY OF AGREEMENT
         2.1 General. Pursuant to this Agreement, MEAG shall Pseudo Schedule and
Dispatch its Pseudo Resources; to wit, MEAG shall continue to dedicate its
entire interest in the Joint-Owned Facilities to Georgia Power or its agent for
purposes of actual (physical) system control and Southern Dispatch. MEAG shall
have the ability under this Agreement to direct how and when its Utilization
from the Pseudo Resources shall be committed and dispatched through Georgia
Power, subject to the terms and conditions set forth in Articles V and VII.

         2.2 Nuclear Resources. This Agreement does not apply to or otherwise
govern any of MEAG's Nuclear Resources. MEAG shall have the rights to these
resources in accordance with the Joint Ownership Agreements governing the same.

         2.3 Pseudo Steam and CT Resources. MEAG shall remain fully liable and
responsible for its allocated share of the operating costs associated with the
generation facilities associated with the Pseudo Steam and CT Resources, as
determined by and in accordance with the Joint Ownership Agreements.
         2.4 Default. MEAG's right to Pseudo Schedule and Dispatch under this
Agreement shall continue only so long as MEAG is not in default under this
Agreement, the Joint Ownership Agreements, the SEPA Contracts or the Revised
ITSA.
                                   ARTICLE III

                      OPERATING OBLIGATIONS OF THE PARTIES
         3.1 Basic Planning, Operation and Maintenance Obligations Under
Existing Standards. Georgia Power and MEAG agree to plan, operate and maintain
their electric systems in accordance with Prudent Utility Practice, as measured,
in part, by NERC Operating Manual Guidelines (including the NERC-OC Reliability
Criteria for Interconnected Systems Operation and the NERC-OC Operating Guides)
and Southeastern Electric Reliability Council Guidelines (collectively, "NERC
Guidelines"), as the same may be revised from time to time.
         3.2 Violation of Basic Planning, Operation and Maintenance Obligations.
(a) In the event that Georgia Power reasonably determines that MEAG has failed
to plan, operate and maintain its electric system in accordance with Prudent
Utility Practice, as stated in Section 3.1, and determines that termination of
this Agreement is warranted thereby, Georgia Power may notify MEAG of Georgia
Power's intent to terminate this Agreement at the end of sixty (60) Days
following the date of such notice. Such notice shall be in writing and shall
include a statement of reasons justifying such action on the part of Georgia
Power; provided, however, that prior to expiration of the sixty (60) Day period,
MEAG and Georgia Power shall submit the issue of MEAG's failure to perform to
the senior management of each Party for possible resolution. Should management
jointly agree that MEAG has sufficiently remedied its failure to perform,
Georgia Power's notice of termination shall be rescinded.
         (b) Should management, prior to the end of the expiration of such sixty
(60) Day period, fail to resolve the issue of MEAG's failure to perform in
accordance with Prudent Utility Practice, Georgia Power may file at the FERC on
or about the sixtieth Day after notification to MEAG (as described in Section
3.2(a)) a request seeking immediate termination of this Agreement, which filing
shall effect a waiver of the notice of termination provisions included in
Section 14.2 herein. Pending the issuance of a final order by the FERC on
Georgia Power's request for termination, or until MEAG has obtained all
necessary regulatory approvals regarding a successor scheduling agreement or
control area arrangement, whichever is earlier, MEAG shall purchase Control Area
Services from Georgia Power or its agent at the standard rates then in effect
under the Open Access Transmission Tariff of Southern Companies, such payments
to be collected by Georgia Power subject to refund pending the issuance of such
final order by the FERC. For purposes of this Article, a "final order" shall
mean a FERC order which is no longer subject to rehearing under the FERC's rules
of practice and procedure.
         (c) If the FERC issues a final order granting Georgia Power's request
for termination of this Agreement, Georgia Power shall so terminate the
Agreement and retain any amounts properly collected from MEAG under Section
3.2(b) from the effective date of such termination (as determined by the FERC).
After termination, unless and until MEAG has obtained all necessary regulatory
approvals regarding a successor scheduling agreement or separate control area
arrangement, MEAG (i) shall continue to purchase Control Area Services from
Georgia Power or its agent at the standard rates then in effect under the Open
Access Transmission Tariff of Southern Companies (subject to any final FERC
action on such rates); and (ii) shall continue to purchase Energy Imbalance
Service under terms and conditions in accordance with Article IX of this
Agreement. In addition, MEAG shall continue to Pseudo Schedule and Dispatch its
Pseudo Resources upon termination of this Agreement pursuant to terms and
conditions in accordance with Articles V, VI and VII of this Agreement until
MEAG has obtained all necessary regulatory approvals regarding a successor
scheduling agreement or separate control area arrangement, or until Georgia
Power is capable of providing for separate scheduling and dispatch for Plant
Scherer Unit Nos. 1 and 2 and Plant Wansley Unit Nos. 1 and 2 in accordance with
those certain amendments to the Plant Scherer and Plant Wansley Joint Ownership
Agreements dated December 31, 1990 and January 15, 1995, respectively, whichever
is earlier.
         (d) If the FERC issues a final order ruling in favor of MEAG and
rejecting Georgia Power's request to terminate this Agreement, Georgia Power
shall refund to MEAG the difference between the amounts collected from MEAG at
the standard rates then in effect under the Open Access Transmission Tariff of
Southern Companies, as described in Section 3.2(b), and the amounts otherwise
payable by MEAG under this Agreement, plus interest at applicable FERC rate(s).
         3.3 Obligations Under Future Standards. (a) If NERC or FERC issues
rules, standards or guidelines affecting or otherwise relevant to the Control
Area Services offered under this Agreement, Georgia Power and MEAG agree to
revise or amend, as necessary, the sections of this Agreement pertaining to
Control Area Services in order to comport therewith. To that end, the Parties
agree to develop specific performance criteria by which to determine, on an
objective basis, when such rules, standards or guidelines are violated, such
criteria to be incorporated into this Agreement.
         (b) If Georgia Power and MEAG are unable to reach an agreement on the
nature or scope of revisions or amendments to this Agreement pursuant to Section
3.3(a), Georgia Power may unilaterally develop and file at the FERC any changes
or revisions to this Agreement that Georgia Power believes are appropriate and
warranted by the rules, standards or guidelines referenced in Section 3.3(a).
MEAG shall have the right to intervene in the proceeding initiated by such
filing, and may take any position on such filing it deems appropriate.
         (c) If the FERC accepts the changes or revisions to this Agreement
filed by Georgia Power, and thereafter Georgia Power reasonably determines, in
accordance with Prudent Utility Practice, that MEAG has failed to comply with
the same, Georgia Power may terminate this Agreement upon sixty (60) Days prior
written notice to MEAG; provided, however, that prior to expiration of the sixty
Day period, MEAG and Georgia Power shall submit the issue of MEAG's failure to
perform to the senior management of each Party for possible resolution. Should
management jointly agree that MEAG has sufficiently remedied its failure to
perform, Georgia Power's notice of termination shall be rescinded.
         (d) Should management, prior to the end of the expiration of such sixty
(60) Day period, fail to resolve the issue of MEAG's failure to perform,
termination of this Agreement shall take effect at such expiration. Upon
termination, unless and until MEAG has obtained all necessary regulatory
approvals regarding a successor scheduling agreement or separate control area
arrangement, MEAG (i) shall continue to purchase Control Area Services from
Georgia Power or its agent at the standard rates then in effect under the Open
Access Transmission Tariff of Southern Companies; and (ii) shall continue to
purchase Energy Imbalance Service under terms and conditions in accordance with
Article IX of this Agreement. In addition, MEAG shall continue to Pseudo
Schedule and Dispatch its Pseudo Resources upon termination of this Agreement
pursuant to terms and conditions in accordance with Articles V, VI and VII of
this Agreement until MEAG has obtained all necessary regulatory approvals
regarding a successor scheduling agreement or separate control area arrangement,
or until Georgia Power is capable of providing for separate scheduling and
dispatch for Plant Scherer Unit Nos. 1 and 2 and Plant Wansley Unit Nos. 1 and 2
in accordance with those certain amendments to the Plant Scherer and Plant
Wansley Joint Ownership Agreements dated December 31, 1990 and January 15, 1995,
respectively, whichever is earlier.
         3.4 Pseudo Resources. From time to time during the term of this
Agreement, MEAG may request that one or more additional generation resources be
designated and treated as Pseudo Resources for purposes of this Agreement. The
Parties agree to discuss the issue of whether such resources may become Pseudo
Resources, as well as the terms and conditions related thereto.
         3.5 System Security and Integrity. The Parties recognize that Georgia
Power or its agent must have the ability and means to maintain the safe and
reliable operation of the ITS and the surrounding Southern Control Area. To that
end, the Parties agree that (a) Georgia Power shall not unduly discriminate
against MEAG, Southern Companies or any other transmission owners with regard to
the redispatch of resources and curtailment of transactions (including but not
limited to dynamic scheduling) across any constrained transmission interface,
including the allocation of redispatch-related costs, if any; and (b) MEAG shall
participate in the implementation of an appropriate redispatch cost allocation
methodology for the Southern Sub-Region, such agreement to survive this
Agreement whether or not MEAG has commenced operations as a separate control
area; provided, however, that subsequent to implementation of such cost
allocation methodology, MEAG shall be reimbursed for the redispatch costs
incurred directly by MEAG, applicable to such methodology, in relieving
transmission system constraint(s), to the extent the Southern Sub-Region
security monitor has directed that such remedial measures be taken pursuant to
system security procedures in place in the Southern Sub-Region.
         3.6 Supply Deficiencies. If at any time during the Term of this
Agreement (or such longer period as may be required under Sections 3.2(c),
3.3(d), 14.2(b) or 14.3(b)), Georgia Power determines that it is necessary or
appropriate to take action to eliminate a power supply deficiency on the
Parties' electric systems, and directs MEAG to participate in the elimination of
such deficiency, MEAG agrees to take reasonable corrective measures as
appropriate (including, without limitation, load shedding). Load shedding shall
be coordinated with Georgia Power and shall be implemented on a pro rata basis,
as nearly as practicable, between MEAG and Georgia Power based on each Party's
non-coincident peak load ratio, as defined in the Revised ITSA, and shall be
subject to the following curtailment priorities: (1) non-firm third-party
deliveries and interruptible native load deliveries; and (2) firm load
deliveries.
         3.7 Power Flows. Georgia Power and MEAG recognize that part of any
scheduled delivery of power from MEAG to a specified entity, or vice versa, may
be dispatched or otherwise flow through electric systems outside the ITS and/or
the Southern Control Area. Georgia Power and MEAG agree to advise other
materially affected electric systems of such flows and scheduled power
transfers, to attempt to minimize any resulting burden on such other electric
systems, to compensate as appropriate such other systems for any such resulting
burden, and to maintain communications and good relationships with affected
interconnected third parties.
                                   ARTICLE IV

                     AEC SETTLEMENT AND ANTITRUST CONDITIONS
         4.1 MEAG Representations and Warranties Concerning Power Sales
Contracts. MEAG represents, warrants and covenants as follows: (a) MEAG
currently provides wholesale bulk power supply to each of the Participants
pursuant to the Power Sales Contracts; (b) with the exception of limited
self-generation and power allocated to the Participants from the SEPA, MEAG is
the Participants' exclusive wholesale bulk power supplier, providing
full-requirements service to each such Participant; (c) the Participants may,
subject to notice (and subject to entering into an interconnection agreement
with MEAG), elect to purchase a portion of their requirements from other
sources, such amounts being limited by Participants' respective take-or-pay
purchase commitments to MEAG; (d) by the terms of the Power Sales Contracts,
MEAG shall supply such take-or-pay amounts to the Participants until at least
the last day of February 2026; and (e) MEAG shall use its reasonable best
efforts to extend the term of the Power Sales Contracts for the useful lives of
the Joint-Owned Facilities.
         4.2 Satisfaction of AEC Settlement and Antitrust Conditions. (a) MEAG
agrees that Georgia Power is deemed to have satisfied, for the entire term of
the Power Sales Contracts, any and all obligations that Georgia Power may now or
hereafter have to provide full or partial requirements service to MEAG by reason
of the AEC Settlement or the Antitrust Conditions, and hereby waives any right
to demand such services pursuant to the AEC Settlement and Antitrust Conditions
unless Georgia Power fails to comply with its commitments under this Agreement
or the Partial Requirements Service Settlement Agreement dated January 10, 1997.
         (b) Further, MEAG agrees that it shall not seek to terminate or
otherwise modify the Power Sales Contracts in any way that could alter the
effectiveness of MEAG's agreement under this Article, and agrees to provide
Georgia Power reasonable notice of, and use its best efforts to defend against,
any and all actions by third parties that could have such effect. Provided,
however, that nothing herein shall prevent either MEAG or Georgia Power from
pursuing in good faith any rights it may have against the other which exist
independently of the AEC Settlement and Antitrust Conditions, and provided
further, that nothing herein shall relieve Georgia Power of any liability for
antitrust violations occurring subsequent to the date of the Partial
Requirements Service Settlement Agreement.
         4.3 Use of the ITS. Georgia Power agrees that it shall not hereinafter
assert that the satisfaction and waiver of Georgia Power's service obligations
as described in this Article IV in any way affect MEAG's rights under the
Revised ITSA as amended or modified. Further, during the effectiveness of the
Revised ITSA, Georgia Power agrees that it shall not assert that the AEC
Settlement or the Antitrust Conditions preclude MEAG from engaging in MEAG
Off-System Transactions; provided that MEAG is not in default under the Revised
ITSA or this Agreement or any successor agreement thereto, and provided further
that MEAG may not engage in any MEAG Off-System Transactions to the extent MEAG
does not have adequate interface capacity under the Revised ITSA.
                                    ARTICLE V

                                PSEUDO DISPATCH:
                  PSEUDO STEAM RESOURCES AND PSEUDO CT RESOURCE
         5.1 Availability Schedules. Georgia Power or its agent shall provide
MEAG, on or before 11:00 a.m. (Birmingham, Alabama prevailing time) on the
Friday prior to the commencement of each Week during the Term (or such longer
period as may be required under Section 3.2(c), 3.3(d), 14.2(b) or 14.3(b)), a
schedule of the expected Availability of each of the Pseudo Steam and CT
Resources during each Hour of each Day of the immediately following Week and the
expected Minimum and Maximum Utilization Levels of each of the Pseudo Steam and
CT Resources ("Availability Schedule").
         5.2 Changes to Availability Schedules. (a) Georgia Power or its agent
shall use good faith efforts to notify MEAG as soon as practicable after Georgia
Power learns of any actual or expected change in Availability of any Pseudo
Steam or CT Resource; provided, however, that Georgia Power or its agent shall
provide MEAG, on or before 11:00 a.m. (Birmingham, Alabama prevailing time) of
each Day during the Term, notice of any such changes to Georgia Power's
then-current Availability Schedule for the immediately following two (2) Days.
         (b) Georgia Power may make changes to the Availability Schedule and to
the associated Minimum and Maximum Utilization Levels at any time Georgia Power
reasonably expects the Availability of any Pseudo Steam or CT Resource to
change, or at such time that such Availability has changed, for whatever reason,
including, without limitation, outages or deratings (as defined by NERC) or
transmission constraints (as defined by NERC).
         (c) If the Maximum Utilization Level of any Pseudo Steam or CT Resource
decreases at any time by more than 20%, such decreased Maximum Utilization Level
may be implemented within the Hour, and MEAG's hourly Utilization Schedule (see
Section 5.3) for that Pseudo Steam or CT Resource may be adjusted, if necessary,
to reflect those new limits, provided, however, that MEAG is notified in advance
of such change being effective.
         5.3 Hourly Utilization Schedules. (a) MEAG shall provide Georgia Power
or its agent on or before 1:30 p.m. (Birmingham, Alabama prevailing time) on the
Friday prior to the commencement of each Week during the Term, a schedule of its
anticipated hourly Utilization of the Pseudo Steam and CT Resources for each
Hour of each Day of the immediately following Week ("Utilization Schedule").
         (b) MEAG's Utilization Schedule shall at all times be consistent on an
Hour by Hour basis with the most recent Availability Schedule provided by
Georgia Power to MEAG for the Pseudo Steam and CT Resources. MEAG may not add a
given Pseudo Steam or CT Resource to its Utilization Schedule for a given Hour
if such Pseudo Steam or CT Resource is not Available during such Hour, based on
such Availability Schedule. Any Utilization Schedule provided by MEAG which is
not in compliance with such Availability Schedule with respect to any Pseudo
Steam or CT Resource shall be deemed ineffective. Georgia Power shall use
reasonable best efforts to notify MEAG as soon as practicable following such
event that such Utilization Schedule has been deemed ineffective.
         (c) MEAG's Utilization Schedule shall at all times be in compliance on
an Hour by Hour basis with the notice provisions of (i) Section 5.6, Minimum
Commitment Notice, (ii) Section 5.7, Minimum Decommitment Notice and Minimum
Up-Time, and (iii) Section 5.8, Minimum Downtime. Any Utilization Schedule
provided by MEAG which is not in compliance with all such notice provisions with
respect to any Pseudo Steam or CT Resource shall be deemed ineffective. Georgia
Power shall use reasonable best efforts to notify MEAG that such Utilization
Schedule has been deemed ineffective as soon as practicable following such
event.
         (d) MEAG's Utilization of each committed Pseudo Steam Resource must at
no time be greater than the then-current Maximum Utilization Level or less than
the then-current Minimum Utilization Level for such Pseudo Resource, as shown on
the most recent Availability Schedule provided by Georgia Power to MEAG for the
Pseudo Steam Resources. To the extent MEAG schedules any energy from a given
Pseudo Steam Resource in excess of such Maximum Utilization Level of such Pseudo
Steam Resource, it shall be deemed to have scheduled energy at such Maximum
Utilization Level. To the extent MEAG schedules any energy from a given Pseudo
Steam Resource less than such Minimum Utilization Level, it shall be deemed to
have scheduled energy at such Minimum Utilization Level. MEAG's Utilization of
the Pseudo CT Resource must at all times be either zero (0) or the Maximum
Utilization Level, as shown on the most recent Availability Schedule provided by
Georgia Power to MEAG for the Pseudo CT Resource. To the extent MEAG schedules
any energy from the Pseudo CT Resource at any level other than such Maximum
Utilization Level of such Pseudo CT Resource, it shall be deemed to have
scheduled energy at such Maximum Utilization Level. Georgia Power shall use
reasonable best efforts to notify MEAG of such deemed changes in Utilization as
soon as practicable following such event.
         5.4 Changes to Utilization Schedules. (a) MEAG may, in its discretion,
make changes to its Utilization Schedule for a given Week from time to time
during such Week, subject to the provisions of this Article. MEAG shall use good
faith efforts to notify Georgia Power or its agent of such changes as soon as
practicable after MEAG decides to make such changes; provided, however, that
MEAG shall provide Georgia Power or its agent on or before 1:30 p.m.
(Birmingham, Alabama prevailing time) of each Day during the Term, notice of any
such changes to MEAG's then-current Utilization Schedule for the immediately
following one (1) Day.
         (b) MEAG shall provide notice to Georgia Power or its agent at least
twenty (20) minutes prior to the start of an Hour of the quantity of energy that
MEAG wishes to schedule from a committed Pseudo Steam or CT Resource during such
Hour. MEAG may increase or decrease the level of energy at which such Pseudo
Steam or CT Resource is to be utilized during such Hour only until twenty (20)
minutes prior to such Hour. MEAG's Utilization Schedule for all committed Pseudo
Steam and CT Resources during a given Hour shall become final after twenty (20)
minutes prior to the start of the Hour and shall not thereafter be subject to
increase or decrease by MEAG for that Hour.
         (c) MEAG shall be required to make such changes to its Utilization
Schedule from time to time during a Week to reflect any changes made by Georgia
Power to the Availability Schedule of a Pseudo Steam or CT Resource for such
Week. MEAG shall make such changes as soon as practicable after being notified
of the actual or expected change in Availability; provided, however, that MEAG
shall make such changes immediately in the case of actual or imminent changes in
Availability.
         (d) For purposes of calculating the Hourly Pseudo Resource Utilization
of each Pseudo Steam and CT Resource during each Hour, MEAG shall be deemed to
have utilized during such Hour all energy either (a) shown on MEAG's final and
effective Utilization Schedule during such Hour for such Pseudo Resource, or (b)
deemed to have been scheduled by MEAG during such Hour from such Pseudo
Resource, all in accordance with Sections 5.3, 5.4, 5.5, 5.9 or 5.10.
         5.5 Pseudo Steam Resource Ramping. (a) During the first Hour of
scheduled Utilization of a Pseudo Steam Resource pursuant to this Article, MEAG
shall schedule Utilization from such Pseudo Steam Resource at a level equal to
the then-current Minimum Utilization Level of such Pseudo Steam Resource. If
MEAG schedules Utilization from such Pseudo Steam Resource during any such Hour
at a level greater than or less than such Minimum Utilization Level, then MEAG
shall nevertheless be deemed to have scheduled Utilization from such Pseudo
Steam Resource at its Minimum Utilization Level.
         (b) During the last Hour of scheduled Utilization of a Pseudo Steam
Resource pursuant to this Article, MEAG shall schedule Utilization from such
Pseudo Steam Resource at a level equal to the then-current Minimum Utilization
Level of such Pseudo Steam Resource. If MEAG schedules Utilization from such
Pseudo Steam Resource during any such Hour at a level greater than or less than
such Minimum Utilization Level, then MEAG shall nevertheless be deemed to have
scheduled Utilization from such Pseudo Steam Resource at its Minimum Utilization
Level.
         (c) If MEAG's Utilization Schedules are adjusted pursuant to this
Section, Georgia Power shall use reasonable best efforts to notify MEAG as soon
as practicable following such an event.
         5.6 Minimum Commitment Notice. (a) MEAG shall give Georgia Power or its
agent at least twenty-four (24) Hours prior notice that it wishes to include a
Pseudo Steam Resource on its Utilization Schedule in order to actually commit
such Pseudo Resource. MEAG must notify Georgia Power or its agent at least
twenty (20) minutes before the Hour that it wishes to include the Pseudo CT
Resource on its Utilization Schedule in order to actually commit such Pseudo
Resource.
         (b) If MEAG has given notice pursuant to this Section more than 24
Hours prior to the Hour, for a Pseudo Steam Resource, or more than 20 minutes
prior to the Hour, for a Pseudo CT Resource, that it wishes to schedule
Utilization from a given Pseudo Steam or CT Resource, then MEAG may delete such
Pseudo Steam or CT Resource from its then-current Utilization Schedule only
until twenty-four (24) Hours (Pseudo Steam Resources) or twenty (20) minutes
(Pseudo CT Resource) prior to the first Hour during which MEAG has notified
Georgia Power that MEAG wishes to schedule Utilization from such Pseudo Steam or
CT Resource(s).
         (c) If, after MEAG has given Georgia Power or its agent notice pursuant
to this Section that MEAG wishes to commit a Pseudo Steam Resource in a given
Hour, such Resource becomes unavailable for such Hour, as determined by
reference to the Availability Schedule, MEAG's commitment and Utilization of
such Pseudo Steam Resource shall become ineffective; provided however, that
Georgia Power shall provide timely notice to MEAG of such ineffectiveness. In
such event, MEAG may, by notice to Georgia Power, elect to resume scheduled
Utilization at such time that the Pseudo Steam Resource again becomes Available,
without regard to the Minimum Commitment Notice and Minimum Downtime provisions
of this Article. MEAG hereby recognizes and agrees that when the Pseudo Steam
Resource returns to service, such Pseudo Resource shall be deemed to be
operating off automatic generation control for purposes of Section 5.10 until
MEAG is notified otherwise by Georgia Power.
         5.7 Minimum Decommitment Notice and Minimum Up-Time. MEAG must give
Georgia Power or its agent at least four (4) Hours prior notice that MEAG wishes
to reduce its Utilization of a Pseudo Steam Resource to zero (0) MW in order to
actually decommit such Pseudo Resource. Any such decommitment shall be effective
only after the fourth Hour of scheduled Utilization. MEAG must notify Georgia
Power or its agent at least twenty (20) minutes before the Hour that MEAG wishes
to reduce its Utilization of the Pseudo CT Resource to zero (0) MW in order to
actually decommit such Pseudo Resource. Any such decommitment shall be effective
only after one (1) Hour of scheduled Utilization.
         5.8 Minimum Downtime. MEAG may not schedule Utilization from any Pseudo
Steam Resource until at least forty-eight (48) Hours following the first
effective Hour of such Pseudo Steam Resource's most recent decommitment. MEAG
may not schedule Utilization from the Pseudo CT Resource until at least one (1)
Hour following the first effective Hour of such Pseudo CT Resource's most recent
decommitment.
         5.9 Pseudo CT Resource Test Energy. If Plant Hal Wansley Unit No. 5A is
required to operate for test purposes at any time, and MEAG is notified in
advance of MEAG's scheduling deadline, then MEAG shall be deemed to have
scheduled Utilization from its Pseudo CT Resource at a level equal to MEAG's
undivided ownership interest in the Actual Hourly Facility Generation associated
with the Pseudo CT Resource.
         5.10 Pseudo Steam Resources Operating Off Automatic Generation Control.
(a) If the generation facility associated with a Pseudo Steam Resource is
required to operate off automatic generation control, including valves wide open
and/or overpressure ("Off-AGC Operation"), and MEAG is notified of the estimated
operating level of such facility in advance of MEAG's scheduling deadline, then
MEAG is deemed to have scheduled Utilization from such Pseudo Steam Resource at
a level equal to MEAG's undivided ownership interest in the Actual Hourly
Facility Generation associated with such Pseudo Resource. Georgia Power shall
use reasonable best efforts to notify MEAG whenever a generation facility
associated with a Pseudo Steam Resource is operating at valves wide open and/or
overpressure.
         (b) Notwithstanding the provisions of Section 5.10(a), whenever the
Maximum Utilization Level less the Minimum Utilization Level of the Available,
on-line Pseudo Steam Resources not restricted by "Off-AGC Operation" is less
than MEAG's Regulation and Spinning Reserve Requirements (see Article VIII),
then MEAG may adjust its Utilization Schedule for resources operating off
automatic generation control to the extent required to meet MEAG's Regulation
and Spinning Reserve Requirements, in accordance with the scheduling provisions
of Section 5.4(b).
                                   ARTICLE VI

                        PSEUDO ENERGY SALES AND PURCHASES
         6.1 Pseudo Energy. Each Hour of the Term, Georgia Power shall compute
the amount of the Pseudo Energy associated with each Pseudo Steam and CT
Resource for that Hour, in megawatt hours (MWH).
         6.2 Pseudo Energy Sale. If the amount of the Pseudo Energy associated
with a Pseudo Steam or CT Resource for an Hour is positive, then Georgia Power
shall be deemed to have made a Pseudo Energy Sale to MEAG equal to the amount of
such Pseudo Energy. Georgia Power shall deliver such energy to MEAG from any
resources available to it at Level B-1. MEAG shall pay to Georgia Power, for
such Pseudo Energy Sale, a "Pseudo Resource Energy Charge", in dollars per
Month, equal to the product of:

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

                  (2)      the sum of (i) the product equal to (a) the Pseudo
                           Steam or CT Resource Heat Rate, times (b) the
                           Marginal Replacement Fuel Cost in effect for such
                           Pseudo Resource at such time, plus (ii) the quotient
                           equal to (a) the most recent 12 Months total actual
                           variable operations and maintenance ("O&M") and fuel
                           handling expenses for the generation facility
                           associated with such Pseudo Resource, divided by (b)
                           the net positive generation from such facility over
                           such 12 Month period at Level B-1, as determined
                           pursuant to the Joint Ownership Agreement accounting
                           procedures employed by Georgia Power or its agent at
                           such time and calculated consistent with the FERC
                           account definitions utilized in the then-current IIC
                           for variable O&M and fuel handling expenses (both (i)
                           and (ii) as measured in dollars per megawatt hour
                           ($/MWH)).
         6.3 Pseudo Energy Purchase. If the amount of the Pseudo Energy
associated with a Pseudo Steam or CT Resource for an Hour is negative, then
Georgia Power shall be deemed to have made a Pseudo Energy Purchase from MEAG
equal to the absolute value of the amount of such Pseudo Energy. Georgia Power
shall pay to MEAG, for such Pseudo Energy Purchase, a "Pseudo Resource Energy
Credit", in dollars per Month, equal to the product of:

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

                  (2)      the sum of (i) the product equal to (a) the Pseudo
                           Steam or CT Resource Heat Rate, times (b) the
                           Marginal Replacement Fuel Cost in effect for such
                           Pseudo Resource at such time, plus (ii) the quotient
                           equal to (a) the most recent 12 Months total actual
                           variable O&M and fuel handling expenses for the
                           generation facility associated with such Pseudo
                           Resource, divided by (b) the net positive generation
                           from such facility over such 12 Month period at Level
                           B-1, as determined pursuant to the Joint Ownership
                           Agreement accounting procedures employed by Georgia
                           Power or its agent at such time and calculated
                           consistent with the FERC account definitions utilized
                           in the then-current IIC for variable O&M and fuel
                           handling expenses (both (i) and (ii) as measured in
                           dollars per megawatt hour ($/MWH)).
         6.4 Coal Procurement. MEAG shall supply coal to the generation
facilities associated with the Pseudo Steam Resources sufficient to meet MEAG's
ownership share of the monthly coal burn, as projected by Georgia Power and
communicated to MEAG with reasonable notice, as adjusted from time to time to
reflect coal actually burned, and shall maintain coal stockpiles in accordance
with applicable coal procurement procedures developed pursuant to those certain
amendments to the Plant Scherer and Plant Wansley Joint Ownership Agreements
dated December 31, 1990 and January 15, 1995, respectively.
                                   ARTICLE VII

                         PSEUDO DISPATCH: SEPA RESOURCES
         7.1 Duration of Effectiveness. This Article shall become effective on
the Effective Date of this Agreement and shall continue in effect for the Term
(or such longer period as may be required under Sections 3.2(c), 3.3(d), 14.2(b)
or 14.3(b)), or until such time that MEAG exercises its option in the current
SEPA Contracts to provide for separate dispatch and scheduling of MEAG's
entitlement share of the SEPA Resources and the generating capacity associated
therewith if such event occurs before the end of the Term. The Parties agree to
negotiate how the SEPA Resources shall be treated for scheduling purposes in
this Agreement prior to MEAG implementing separate dispatch and scheduling of
the SEPA Resources.
         7.2 SEPA Declaration Schedule. (a) Georgia Power or its agent shall
provide to MEAG, as soon as practicable after Georgia Power or its agent
receives SEPA's declarations for the SEPA Resources for the SEPA Week, the
declared level of Availability (of both capacity and energy) and the Minimum and
Maximum Utilization Levels for MEAG's entitlement share of the SEPA Resources
during such SEPA Week ("SEPA Declaration Schedule"). References in this Article
to MEAG's entitlement share of the SEPA Resources mean the aggregate entitlement
share to such SEPA Resources, at the relevant time, of the Participants and the
City of Acworth, for so long as and to the extent that MEAG provides
requirements service to the Participants and the City of Acworth or their
successors, as declared by SEPA.
         (b) The SEPA Declaration Schedule provided to MEAG by Georgia Power for
each SEPA Week shall specify the total energy, in megawatt-hours (MWH),
available for Utilization by MEAG through its Pseudo SEPA Resources and shall
reflect any constraints imposed by SEPA on the actual utilization of the SEPA
Resources by Southern at any time during a SEPA Week, including, but not limited
to, maximum available capacity, minimum flow and associated utilization, and
flood control release requirements.
         7.3 Changes to SEPA Declaration Schedule. (a) Georgia Power or its
agent may make changes to the SEPA Declaration Schedule affecting the total
energy available to MEAG or any of the other operating constraints of the SEPA
Resources for a given SEPA Week, from time to time during such SEPA Week, at any
time that Georgia Power or its agent is notified by SEPA that MEAG's entitlement
share of the SEPA declaration, or any of the associated constraints, for a given
SEPA Week has changed, or is expected to change, from the previous declaration
for such SEPA Week.
         (b) Georgia Power or its agent shall use reasonable best efforts to
notify MEAG of such changes as soon as practicable after Georgia Power, or its
agent learns of any such actual or expected change in the Availability of the
SEPA Resources, or of any of the associated constraints, for a given period.
         (c) Should a change in the SEPA declarations occur such that MEAG has
utilized SEPA energy in excess of the revised available energy, such excess
shall be subtracted from the immediately following SEPA Week available energy.
         7.4 Hourly Utilization Schedule. (a) MEAG shall provide Georgia Power
or its agent on or before 1:30 p.m. (Birmingham, Alabama prevailing time) on the
Friday prior to the commencement of each SEPA Week during the Term, or as soon
as practicable after receipt of the SEPA Declaration Schedule, a schedule of its
anticipated hourly Utilization of the Pseudo SEPA Resources for each Hour of
each Day of the immediately following SEPA Week ("Utilization Schedule").
         (b) The Minimum Utilization Level for the Pseudo SEPA Resources shall
reflect MEAG's aggregate entitlement share of any minimum operating constraints
imposed by SEPA in its declaration schedule to Southern from time to time,
including, but not limited to, any minimum flow and associated utilization and
flood control release requirements, as indicated in the SEPA Declaration
Schedule. If the Pseudo SEPA Resources are scheduled by MEAG during an Hour at a
level less than their then-current Minimum Utilization Level, MEAG nevertheless
shall be deemed to have scheduled energy utilization from such Pseudo SEPA
Resources at their then-current Minimum Utilization Level. Georgia Power shall
use reasonable best efforts to notify MEAG of such deemed change in Utilization
as soon as practicable after such event.
         (c) The Maximum Utilization Level for the Pseudo SEPA Resources shall
reflect MEAG's aggregate entitlement share of any maximum operating constraints
imposed by SEPA in its declaration schedule to Southern from time to time, as
indicated in the SEPA Declaration Schedule, given that the Maximum Utilization
Level of the Pseudo SEPA Resources shall be no greater than MEAG's aggregate
entitlement share of the generating facilities associated with the Pseudo SEPA
Resources as defined in the then current SEPA Contracts, and shall never be
greater than the remaining unscheduled energy declared available to MEAG. To the
extent MEAG schedules any energy from the Pseudo SEPA Resources in excess of the
then-current Maximum Utilization Level of such Pseudo Resource, it shall be
deemed to have scheduled energy at the Pseudo SEPA Resources' then-current
Maximum Utilization Level. Georgia Power shall use reasonable best efforts to
notify MEAG of such deemed change in Utilization as soon as practicable after
such event.

         7.5 Changes to Utilization Schedule. (a) MEAG may, in its discretion,
make changes to its Utilization Schedule for a given SEPA Week from time to time
during such SEPA Week, subject to the provisions of this Article.
         (b) MEAG shall provide notice to Georgia Power or its agent at least
twenty (20) minutes prior to the start of an Hour of the quantity of energy that
MEAG wishes to schedule from the Pseudo SEPA Resources during such Hour. Once
such notice is provided, MEAG may increase or decrease the level of energy at
which the Pseudo SEPA Resources are to be utilized during such Hour only until
twenty (20) minutes prior to such Hour. MEAG's Utilization Schedule for the
Pseudo SEPA Resources during a given Hour shall become final after twenty (20)
minutes prior to the start of the Hour and shall not thereafter be subject to
increase or decrease by MEAG for that Hour.
         (c) MEAG shall be required to make such changes to its Utilization
Schedule from time to time during a SEPA Week to reflect any changes made by
Georgia Power or its agent to the SEPA Declaration Schedule for such SEPA Week,
based upon actual or expected changes in Availability or other operating
constraints associated with the Pseudo SEPA Resources. MEAG shall make such
changes, as soon as practicable after being notified of the change in the SEPA
Declaration Schedule; provided, however, that MEAG shall make such changes
immediately in the case of actual or imminent changes in Availability.
         (d) MEAG's Utilization Schedule shall at all times be consistent with
the most recent SEPA Declaration Schedule provided to MEAG by Georgia Power and
the Minimum and Maximum Utilization Levels of the Pseudo SEPA Resources. MEAG
may not utilize the Pseudo SEPA Resources in a given Hour if the Pseudo SEPA
Resources are not available during that Hour, based on such SEPA Declaration
Schedule. Any such Utilization scheduled by MEAG with respect to the Pseudo SEPA
Resources shall be deemed ineffective. Georgia Power shall use reasonable best
efforts to notify MEAG that such Utilization Schedule has been deemed
ineffective as soon as practicable following such an event.
         (e) For purposes of calculating the Hourly Pseudo Resource Utilization
of the Pseudo SEPA Resources during each Hour, MEAG shall be deemed to have
utilized during such Hour all energy (i) either shown on MEAG's final and
effective Utilization Schedule during such Hour for the Pseudo SEPA Resources,
or (ii) deemed to have been scheduled by MEAG during such Hour from the Pseudo
SEPA Resources, all in accordance with Sections 7.4 and 7.5.
         7.6 Delivery of and Payment for Energy. (a) Georgia Power shall deliver
the amount of energy scheduled or deemed to be scheduled by MEAG under the
provisions of this Article, and MEAG shall accept such energy, at the point(s)
of delivery for the SEPA Resources determined under the SEPA Contracts, as such
amount of energy is adjusted by Georgia Power or its agent to reflect applicable
loss factors provided for in the SEPA Contracts or Revised ITSA, as appropriate.
Georgia Power may deliver such energy from any resources available to Georgia
Power at Level B-1, in Georgia Power's or its agent's sole discretion.
         (b) MEAG represents that it has made, or agrees that it shall make, its
own arrangements with SEPA concerning payment by MEAG or its Participants for
such energy made available and delivered from the generating facilities
associated with the SEPA Resources.
         7.7 Coordination with SEPA Contracts. MEAG and Georgia Power
acknowledge that it shall be necessary for the procedures described in this
Article to interact with the actual operation of the generation facilities
associated with the SEPA Resources under the SEPA Contracts and that it is the
intent of MEAG and Georgia Power that this Article be compatible with such SEPA
Contracts. Accordingly, MEAG agrees to cooperate with Georgia Power or its
agent, and to make other accommodations, as Georgia Power or its agent
reasonably requests in order to carry out the foregoing intent.
                                  ARTICLE VIII

                     MEAG TERRITORIAL CONTROL AREA SERVICES

         8.1 Availability. MEAG Territorial Control Area Services are those
services which are necessary (i) to effectuate energy deliveries under this
Agreement and (ii) to maintain the integrity of the ITS and the Southern Control
Area during transactions undertaken pursuant to this Agreement. The MEAG
Territorial Control Area Services under this Article shall be available only
under the terms of this Agreement and shall not survive the termination of this
Agreement. In addition, the MEAG Territorial Control Area Services shall be used
solely for the purpose of serving MEAG Territorial Load, and shall not be
remarketed or resold by MEAG in any form to any entity; provided, however, that
MEAG may at all times recover the costs of such service from MEAG Territorial
Load customers; and provided further that MEAG shall not be charged for MEAG
Territorial Control Area Services to the extent that one or more Participant(s)
has elected to purchase supplemental bulk power pursuant to the terms of the
Power Sales Contracts from a third party and is receiving and paying for such
Control Area Services under the Open Access Transmission Tariff of Southern
Companies.
         8.2 Scheduling, System Control and Dispatch Service. (a) MEAG shall
purchase from Georgia Power Scheduling, System Control and Dispatch Service to
serve MEAG Territorial Load within the Southern Control Area. MEAG's requirement
for such service shall equal the MEAG Territorial Load coincident with the most
recent twelve (12) monthly peak loads within the Southern Control Area, less any
power supplied to MEAG on behalf of the Participants and the City of Acworth
(for so long as the Participants and the City of Acworth remain requirements
service customers of MEAG) by SEPA under existing contractual arrangements,
provided that such power remains in Southern Dispatch.
         (b) Scheduling, System Control and Dispatch Service shall be provided
at the rate in effect under the Open Access Transmission Tariff of Southern
Companies, as adjusted to reflect the removal of costs associated with the
control centers of the operating company affiliates of Georgia Power; provided,
however, that the rate for Scheduling, System Control and Dispatch Service shall
be adjusted, as necessary, to reflect any final action by the FERC on the Open
Access Transmission Tariff of Southern Companies.
         8.3 Reactive Supply and Voltage Control From Generation Sources
Service. (a) MEAG may elect on a Contract Year basis (i) to self-supply Reactive
Supply and Voltage Control From Generation Sources Service in an amount equal to
MEAG's net generation from qualified resources (as defined in (b) below); or
(ii) to deem Reactive Supply and Voltage Control From Generation Sources Service
adequately provided by the Pseudo Resources and Nuclear Resources, to the extent
such service is used solely to meet MEAG Territorial Load; provided, however,
that if MEAG elects option (ii), the provisions of Section 10.4(d) shall not
apply. MEAG's election under this Section shall be provided by written notice to
Georgia Power at least 45 Days prior to the start of each Contract Year.
         (b) Qualified resources for purposes of this Section and Section 10.4
shall include only those resources that (i) are located within the Southern
Control Area, (ii) are capable of operating at 0.85 power factor or less, (iii)
are operated consistent with voltage schedules as determined by the Southern
Control Area operator, and (iv) are callable at the sole discretion of the
Southern Control Area operator to provide reactive supply and voltage control.
The Joint- Owned Facilities and the Pseudo SEPA Resources, while the SEPA
Resources remain in Southern Dispatch, shall be deemed qualified resources as
defined herein.
         (c) Should MEAG elect option (i) in Section 8.3(a) above, MEAG shall
purchase Reactive Supply and Voltage Control From Generation Sources Service
from Georgia Power to the extent that MEAG Territorial Load exceeds MEAG's net
generation from qualified resources in any Hour, at the hourly rate (per MWH)
for Reactive Supply and Voltage Control From Generation Sources Service set
forth in the Open Access Transmission Tariff of Southern Companies. Conversely,
to the extent that MEAG's generation from qualified resources is greater than
MEAG Territorial Load in such Hour, the Parties agree that Reactive Supply and
Voltage Control From Generation Sources Service for MEAG Territorial Load shall
be adequately provided by MEAG through self-supply.
         8.4 Regulation and Frequency Response Service. (a) The Parties agree
that Regulation and Frequency Response Service ("Regulation Service"), which
matches load and resources within the Hour, shall be deemed adequately provided
for MEAG Territorial Load by MEAG's use of Pseudo Scheduling and Dispatch,
provided, however, that MEAG shall maintain adequate capacity pursuant to the
integrated hourly tests (Sections 8.5(d) and 8.6(d)) to meet its Regulation and
Frequency Response Requirement ("Regulation Requirement").
         (b) Unless and until a different regulating standard is applied to the
Southern Control Area, MEAG's Regulation Requirement shall equal 2.09% of the
MEAG Territorial Load coincident with the most recent calendar year twelve (12)
monthly peak loads within the Southern Control Area, less any power supplied to
MEAG on behalf of the Participants and the City of Acworth (for so long as the
Participants and the City of Acworth remain requirements service customers of
MEAG) by SEPA under existing contractual arrangements, provided that such power
remains in Southern Dispatch.
         (c) Should Georgia Power and MEAG implement a "Real Time" pseudo
scheduling arrangement, Georgia Power shall have the right to perform (or cause
to be performed) one or more regulation performance tests pursuant to guidelines
established by NERC or other appropriate regulatory body, and shall be entitled
to assess additional charges to MEAG under this Section if and to the extent
warranted by such performance test(s). Georgia Power shall file the charges
associated with MEAG's failure to meet such regulation performance tests with
the FERC and MEAG may contest the appropriateness of such charges. However, MEAG
shall not contest Georgia Power's right to seek recovery of such charges.
         8.5 Operating Reserve - Spinning Reserve Service. (a) During the
effectiveness of this Agreement and prior to the implementation of any change
pursuant to Section 3.3, MEAG shall maintain or purchase from Georgia Power
spinning operating reserves for MEAG Territorial Load, based on MEAG's load
ratio share of Southern's spinning operating reserve requirements.
         (b) MEAG's Spinning Reserve Requirement shall equal 2.09% of the MEAG
Territorial Load coincident with the 1996 twelve (12) monthly peak loads of the
Southern Control Area, less any power supplied to MEAG on behalf of the
Participants and the City of Acworth (for so long as the Participants and the
City of Acworth remain requirements service customers of MEAG) by SEPA under
existing contractual arrangements, provided that such power remains in Southern
Dispatch. The 2.09 % value utilized herein shall be updated and revised, if
necessary, to comport with changes in the Southern Control Area operating
reserve requirements or the resource base for the Southern Control Area.
         (c) MEAG shall maintain its Regulation Requirement and Spinning Reserve
Requirement in unscheduled but on-line resources located within the Southern
Control Area ("Qualifying Resources - Spinning") which are capable of supplying
Regulation Service and Operating Reserve - Spinning Reserve Service ("Spinning
Reserve Service"). For purposes of this Section, Qualifying Resources - Spinning
shall include only Pseudo Steam Resources.
         (d) An integrated hourly test shall be performed to ensure that the
available, on-line capability of the Qualifying Resources - Spinning less the
current schedule for such resources, plus any Back-up Capacity purchased by MEAG
within the Hour (collectively referred to in this Subsection as "Spinning
Capabilities"), are greater than or equal to MEAG's Regulation Requirement and
Spinning Reserve Requirement. If the integrated hourly test (Spinning
Capabilities minus MEAG's Regulation and Spinning Reserve Requirements) results
in a zero or positive value, then MEAG shall be deemed to have adequately
maintained such requirements for the Hour. However, if such integrated hourly
test results in a negative value, then MEAG shall be deemed not to have
adequately maintained such requirements for the Hour, and MEAG shall be required
to purchase its Regulation and Spinning Reserve Requirements from Georgia Power
in an amount equal to the difference between such requirements and MEAG's
Spinning Capabilities; provided, however, that if a Pseudo Steam Resource
contributing to MEAG's Regulation and Spinning Reserve Requirements in any Hour
experiences an unplanned outage, the amount of such contribution immediately
prior to the outage shall be included in MEAG's Spinning Capabilities for
purposes of the above test for the Hour in which the outage occurs and the next
Hour. (e) To the extent MEAG is required to purchase Regulation and Spinning
Reserve Requirements from Georgia Power pursuant to the provisions of Subsection
(d) hereto, such requirements shall be purchased from Georgia Power at an
initial rate of 300 dollars per megawatt hour ($/MWH). The rate of 300 dollars
per megawatt hour ($/MWH) shall remain in effect for the first Contract Year of
this Agreement. After such one-year period, Georgia Power shall adjust the rate,
on a Contract Year basis, according to the following formula:

         The rate for Regulation and Frequency Response Service, as reflected in
         the Open Access Transmission Tariff of Southern Companies ($/kW-Yr)
         shall be added to the rate for Operating Reserve - Spinning Reserve
         Service, as reflected in the Open Access Transmission Tariff of
         Southern Companies ($/KW-Yr), and divided by 2 to arrive at an average.
         Such average shall then be divided by 2.09%, and the resulting quotient
         shall be divided by 300 hours. The 2.09% shall be revised as necessary
         consistent with changes in MEAG's Regulation and Spinning Reserve
         Requirements (see Subsections 8.4(b) and 8.5(b) above).

         8.6 Operating Reserve - Supplemental Reserve Service. (a) During the
effectiveness of this Agreement and prior to the implementation of any change
pursuant to Section 3.3, MEAG shall maintain or purchase from Georgia Power
supplemental operating reserves for MEAG Territorial Load, based on MEAG's load
ratio share of Southern's supplemental operating reserve requirements.

          (b) MEAG's Supplemental Reserve Requirement shall equal 2.09% of the
MEAG Territorial Load coincident with the 1996 twelve (12) monthly peak loads of
the Southern Control Area, less any power supplied to MEAG on behalf of the
Participants and the City of Acworth (for so long as the Participants and the
City of Acworth remain requirements service customers of MEAG) by SEPA under
existing contractual arrangements, provided that such power remains in Southern
Dispatch. The 2.09% value utilized herein shall be updated and revised, if
necessary, to comport with changes in the Southern Control Area operating
reserve requirements or the resource base for the Southern Control Area.
         (c) MEAG shall maintain its Regulation, Spinning and Supplemental
Reserve Requirements from unscheduled resources in the Southern Control Area
("Qualifying Resources - Supplemental") and qualifying interruptible load
capable of supplying Operating Reserve - Supplemental Reserve Service
("Supplemental Reserve Service"). For purposes of this Section, Qualifying
Resources - Supplemental shall include only on-line Pseudo Steam Resources and
quick start resources that (i) are located within the Southern Control Area,
(ii) are capable of operating at full load within ten (10) minutes of initial
call, (iii) are telemetered to the Southern Control Area operator; and (iv) are
callable at the sole discretion of the Southern Control Area operator to provide
supplemental reserves. Qualifying interruptible loads must (i) be interruptible
within 10 minutes of initial call, (ii) be callable at the sole discretion of
MEAG, and (iii) meet NERC guidelines for the treatment of interruptible loads as
non-spinning operating reserves.
         (d) An integrated hourly test shall be performed to ensure that the sum
of (i) the available, on-line capability of the Qualifying Resources -
Supplemental less the current schedule out of such resources, (ii) the
capability of qualifying off-line, but available, quick-start resources; (iii)
the current hourly load of a qualifying interruptible customer in excess of that
customer's firm contract demand; (iv) any Back-up Capacity purchased by MEAG
under Section 9.4; and (v) any Regulation and Spinning Reserve Requirements
purchased by MEAG within the Hour under Section 8.5(d) (collectively referred to
in this Subsection as "Supplemental Capabilities") is greater than or equal to
MEAG's Regulation Requirement, Spinning Reserve Requirement and Supplemental
Reserve Requirement. If the integrated hourly test (Supplemental Capabilities
minus MEAG's Regulation, Spinning Reserve and Supplemental Reserve Requirements)
results in a zero or positive value, then MEAG shall be deemed to have
adequately maintained its Supplemental Reserve Requirement for the Hour.
However, if such integrated hourly test results in a negative value, then MEAG
shall be deemed not to have adequately maintained its Supplemental Reserve
Requirement, and MEAG shall be required to purchase its Supplemental Reserve
Requirement from Georgia Power in an amount equal to the difference between
MEAG's Regulation, Spinning Reserve and Supplemental Reserve Requirements and
MEAG's Supplemental Capabilities, provided, however, that if a Pseudo Steam
Resource which is contributing to MEAG's Supplemental Reserve Requirement in any
Hour experiences an unplanned outage, the amount of such contribution
immediately prior to the outage shall be included in MEAG's Supplemental
Capabilities for purposes of the above test for the Hour in which the outage
occurs and the next Hour. This proviso explicitly excludes qualifying
interruptible loads.
         (e) To the extent MEAG is required to purchase its Supplemental Reserve
Requirement from Georgia Power pursuant to the provisions of Subsection (d)
hereto, such requirement shall be purchased from Georgia Power at an initial
rate of 150 dollars per megawatt hour ($/MWH). The rate of 150 dollars per
megawatt hour ($/MWH) shall remain in effect for the first Contract Year of this
Agreement. After such one-year period, Georgia Power shall adjust the rate, on a
Contract Year basis, according to the following formula:
         The rate for Operating Reserve - Supplemental Reserve Service, as
         reflected in the Open Access Transmission Tariff of Southern Companies
         ($/kW-Yr) shall be divided by 2.09%, and the resulting quotient shall
         be divided by 300 hours. The 2.09% shall be revised as necessary
         consistent with changes in MEAG's Supplemental Reserve Requirement (see
         Section 8.6(b) above). 8.7 Purchase of Regulation, Spinning Reserve and
         Supplemental Reserve Services. (a) MEAG may
elect, on a Contract Year basis, to purchase from Georgia Power all or a portion
of its Regulation Service, Spinning Reserve Service and Supplemental Reserve
Service at the rates then in effect for such services under the Open Access
Transmission Tariff of Southern Companies. If MEAG purchases all of its
Regulation Service, Spinning Reserve Service and Supplemental Reserve Service
from Georgia Power, the tests set forth in Sections 8.5(d) and 8.6(d) shall not
apply. MEAG's election under this Section shall be provided by written notice to
Georgia Power at least 45 days prior to the start of the Contract Year.
         (b) If MEAG elects to purchase only a portion of its Regulation
Service, Spinning Reserve Service and Supplemental Reserve Service from Georgia
Power at the rates then in effect under the Open Access Transmission Tariff of
Southern Companies, such purchases shall be assigned first to Regulation
Service, then to Spinning Reserve Service, and finally to Supplemental Reserve
Service. MEAG's Regulation Requirement, Spinning Reserve Requirement and
Supplemental Reserve Requirement shall be reduced by that portion of the
respective service purchased from Georgia Power, and the tests set forth in
Sections 8.5(d) and 8.6(d) shall apply to such adjusted Requirements.
         8.8 Energy Pricing Within the Inadvertent Energy Bandwidth. If MEAG
purchases all of its Regulation Service and its Spinning and Supplemental
Reserve Services from Georgia Power under Section 8.7(a), then the energy price
for surplus and deficit energy, within the Inadvertent Energy Bandwidth (see
Article IX), shall be Territorial Marginal Cost.
         8.9 Special Modification to Qualifying Reserves - Supplemental.
Notwithstanding the provisions of Section 8.6(c), the Parties agree that at such
time that Southern recognizes credits for supplemental reserve requirements for
resources located outside the Southern Control Area in connection with
transmission service provided under the Open Access Transmission Tariff of
Southern Companies, then item (i) of the second sentence of Section 8.6(c) shall
no longer apply to such requirements. If the resource located outside the
Southern Control Area is a system transaction and is not related to a specific
generation facility, then item (iii) of the second sentence of Section 8.6(c)
shall be replaced for that transaction with direct communication with the
supplying control area.
                                   ARTICLE IX
                            ENERGY IMBALANCE SERVICE
         9.1 Energy Imbalance. (a) For each Hour of the Term (or for such longer
period as may be required under Section 3.2(c), 3.3(d), 14.2(b) or 14.3(b)),
Georgia Power shall calculate the Energy Imbalance as the difference between:
(i) the sum of all MEAG resources in the Hour, on an integrated Hour basis, as
measured at or adjusted to Level B-1, including Pseudo Resources, Nuclear
Resources, MEAG controlled resources, and any purchase of capacity and/or energy
by MEAG, less (ii) MEAG Total Load Requirements.
         (b) If the Energy Imbalance is positive, then MEAG has surplus energy
in such Hour and is deemed to have sold energy to Georgia Power in an amount
equal to this difference under the terms of Section 9.6 of this Agreement, and
MEAG may incur Commitment Costs associated with such sale in accordance with
Section 9.5 of this Agreement.
         (c) If the Energy Imbalance is negative, then MEAG has deficit energy
in such Hour and is deemed to have purchased energy from Georgia Power in an
amount equal to the absolute value of this difference under the terms of
Sections 9.4, 9.5, and 9.7 of this Agreement.
         (d) Charges for Energy Imbalance Service shall consist of the sum of
(i) Back-Up Capacity Charges, (ii) Commitment Costs, (iii) payments for deficit
energy and (iv) credits for surplus energy.
         9.2 Allowable Imbalance Bandwidth. For each Hour of the Term, Georgia
Power shall calculate an Allowable Imbalance Bandwidth for hourly surplus energy
and for hourly deficit energy as follows. (a) The Allowable Imbalance Bandwidth
for surplus energy (AIBS) for an Hour is equal to (i) the sum of all Pseudo
Steam and Pseudo SEPA Resources Utilization Schedules, less (ii) the sum of the
then-current hourly Minimum Utilization Levels of all committed Pseudo Steam
Resources and the Pseudo SEPA Resources Minimum Utilization Level.
         (b) The Allowable Imbalance Bandwidth for deficit energy (AIBD) for an
Hour is equal to the sum of (i) all Pseudo Steam, Pseudo CT, and Pseudo SEPA
Resources Utilization Schedules, less (ii) the sum of the then-current hourly
Maximum Utilization Levels of all committed Pseudo Steam Resources, the Maximum
Utilization Level of the Pseudo CT Resource and the Maximum Utilization Level of
the Pseudo SEPA Resources.

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

         (b) If such average Energy Imbalance for a Day is less than or equal to
25 megawatts, then (i) the Inadvertent Energy Bandwidth for surplus energy
(IEBS) for each Hour in the Day shall be the lesser of 50 Megawatts or the AIBS
for such Hour and (ii) the Inadvertent Energy Bandwidth for deficit energy
(IEBD) for each Hour in the Day shall be the greater of -50 megawatts or the
AIBD for such Hour.
         (c) If the average Energy Imbalance for a Day is greater than 25
megawatts, then (i) the Inadvertent Energy Bandwidth for surplus energy (IEBS)
for each hour in the Day shall be the lesser of 25 megawatts or the AIBS for
such Hour and (ii) the Inadvertent Energy Bandwidth for deficit energy (IEBD)
for each Hour in the Day shall be the greater of -25 megawatts or the AIBD for
such Hour.
         9.4 Back-up Capacity Charge. If MEAG has hourly deficit energy and the
absolute value of such deficit is greater than the absolute value of the AIBD
for that Hour, then MEAG shall pay Georgia Power a Back-up Capacity Charge equal
to the product of: (i) the absolute value of the hourly deficit energy minus the
absolute value of the AIBD for that Hour, and (ii) 400 dollars per megawatt hour
($/MWH).
         9.5 Commitment Cost. (a) If MEAG has surplus energy during any Hour of
the Day that is greater than the AIBs for that Hour, then MEAG shall pay Georgia
Power a Commitment Cost equal to the product of: (i) the maximum amount of
hourly surplus energy in that Day and (ii) the Commitment Cost Rate for that
Day. The Commitment Cost Rate, in dollars per megawatt day, shall be calculated
pursuant to Georgia Power's current practice, as set forth in Rate Schedule A
(Paragraph c) of the Scheduling Services Agreement; provided, however, that any
changes to such practice as applied to this Agreement shall be agreed to in
advance by the Parties.
         (b) If MEAG has deficit energy in any Hour of a Day that is less than
the AIBD for that Hour, then MEAG shall pay a Commitment Cost to Georgia Power
for that Day equal to the product of (i) the maximum of the absolute value of
the hourly deficit energy in that Day and (ii) the Commitment Cost Rate for that
Day.

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

         (a)  the product of
                  (i) the amount of the hourly surplus energy, up to but not
                  greater than the IEBS for that Hour, times (ii) the
                  Territorial Marginal Cost for that Hour, and
         (b)  the product of
                  (i) the amount of the hourly surplus energy, if any, which is
                  greater than the IEBS for that Hour, and up to but not greater
                  than the AIBS for that Hour, times (ii) the lesser of System
                  Marginal Cost for that Hour minus five dollars per megawatt
                  hour ($/MWH) and Territorial Marginal Cost for that Hour, and
         (c)  the product of
                  (i) the amount of the hourly surplus energy, if any, which is
                  greater than the AIBS for that Hour, times (ii) the lesser of
                  System Marginal Cost for that Hour minus ten dollars per
                  megawatt hour ($/MWH) and Territorial Marginal Cost for that
                  Hour.

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

         (a)  the product of
                  (i) the amount of the absolute value of the hourly deficit
                  energy, up to but not greater than the absolute value of the
                  IEBD for that Hour, times (ii) the System Marginal Cost for
                  that Hour (unless modified by Section 8.8), and
         (b)  the product of
                  (i) the amount of the absolute value of the hourly deficit
                  energy, if any, which is greater than the absolute value of
                  the IEBD for that Hour, times (ii) the System Marginal Cost
                  for that Hour plus ten dollars per megawatt hour ($/MWH).
                                    ARTICLE X

                             OFF-SYSTEM TRANSACTIONS
         10.1 Scheduling and Coordination. MEAG Off-System Transactions shall be
coordinated and scheduled with Georgia Power or its agent in a manner consistent
with the relevant scheduling provisions of Sections 13.8 and 14.6, as
applicable, of the Open Access Transmission Tariff of Southern Companies and
applicable to Southern's off-system transactions. For purposes of this Article
X, "Southern's off-system transactions" means energy transactions between
Southern and another person or entity, pursuant to which Southern either: (i)
delivers energy or causes or allows energy to be delivered to a destination
which is not served by the Southern Control Area or is located outside of the
Southern Control Area; (ii) takes energy or causes or allows energy to be taken
into the Southern Control Area from a generation facility or other resource
which is located outside the Southern Control Area; or (iii) provides or causes
or allows to be provided transmission service into, out of or across the
Southern Control Area. MEAG shall notify the Southern Control Area operator of
its desire to interrupt a MEAG Off-System Transaction, and the Southern Control
Area operator shall interrupt such transaction as soon as practicable, provided
that the receiving control area has consented to such interruption.
         10.2 Information Obligations. MEAG shall provide to Georgia Power or
its agent information concerning all arrangements for MEAG Off-System
Transactions for or on behalf of MEAG in such detail and upon such frequency as
Georgia Power or its agent reasonably requests in order to support system
security or load regulation activities, and/or to allow Georgia Power or its
agent to complete on a timely basis Georgia Power's billing functions under this
Agreement.

         10.3 Transmission Responsibility. MEAG shall be responsible for making
all transmission arrangements for MEAG Off-System Transactions and shall bear
all costs associated with such transmission.

         10.4 MEAG Off-System Control Area Services. (a) MEAG Off-System Control
Area Services shall be provided at rates consistent with the Open Access
Transmission Tariff of Southern Companies, as described below in Section
10.4(b), (c) and (d); provided, however, that MEAG shall not incur charges for
MEAG Off-System Control Area Services in connection with sales to Alabama
Municipal Electric Authority ("AMEA") to the extent that AMEA is receiving and
paying for such Control Area Services under the Open Access Transmission Tariff
of Southern Companies.
         (b) Except as otherwise provided in this Section 10.4, MEAG shall
incur, for all MEAG Non-Territorial Load and all wheeling transactions through
the ITS, MEAG Off-System Control Area Services charges for Scheduling, System
Control and Dispatch Service, and Reactive Supply and Voltage Control From
Generation Sources Service. For MEAG Non-Territorial Load inside the Southern
Control Area, MEAG shall also incur MEAG Off-System Control Area Services
charges for Regulation and Frequency Response Service, and Operating Reserve
Spinning and Supplemental Reserve Service.
         (c) Notwithstanding the provisions of Section 10.4(b), to the extent a
MEAG Non-Territorial Load purchaser inside the Southern Control Area is
receiving and paying for Control Area Services for Regulation and Frequency
Response Service, and Operating Reserve - Spinning and Supplemental Reserve
Service under the Open Access Transmission Tariff of Southern Companies, Georgia
Power's invoice to MEAG shall show the charge for such Control Area Services as
determined in Section 10.4(b), and shall also reflect a credit for the amounts
paid by such purchaser to Southern. In addition, to the extent MEAG
Non-Territorial Load consists of a sale to an entity and such entity is
self-supplying such Control Area Services with respect to such sale pursuant to
a methodology substantially similar to that set forth in Section 8.4, 8.5 and
8.6 hereto, as reflected in a written agreement between such entity and Georgia
Power, Georgia Power's invoice to MEAG shall show the charge for such Control
Area Services as determined in Section 10.4(b), and shall also reflect a credit
for the value of such Control Area Services self-supplied by such entity, as
determined by the rates then in effect under the Open-Access Transmission Tariff
of Southern Companies.
         (d) If MEAG has selected option (i) in Section 8.3(a), then to the
extent that MEAG's net generation from qualified resources (as defined in
Section 8.3(b)) exceeds MEAG Territorial Load in any Hour, MEAG shall receive a
credit for Reactive Supply and Voltage Control From Generation Sources Service
equal the lesser of (i) the difference between MEAG's net generation from
qualified resources and MEAG Territorial Load during such Hour, or (ii) MEAG
Non-Territorial Load during such Hour.
                                   ARTICLE XI
                          MUTUAL BUY/SELL TRANSACTIONS
         11.1 Implementation. Neither Party shall sell power to, nor purchase
power from, the other Party under this Agreement (with the exception of the
limited sales/purchases attributable to Pseudo Energy Sales and Purchases or
incidental to the operation of the Energy Imbalance Service provisions). To the
extent the Parties wish to engage in buy/sell transactions or otherwise sell or
purchase capacity or energy from each other, such transactions shall be
implemented and governed by separate market-based service agreements to be
executed between MEAG and Georgia Power or its agent.
                                   ARTICLE XII
                             BILLING AND COLLECTION
         12.1 Invoice. (a) As promptly as practicable after the commencement of
each Month during the Term, Georgia Power shall send to MEAG an invoice stating
the payments due from MEAG for MEAG Territorial Control Area Services, MEAG
Off-System Control Area Services, Energy Imbalance Service (including Back-Up
Capacity Charges, Commitment Costs, and credits and payments associated with
hourly surpluses and deficits, respectively), the Pseudo Resource Energy Charges
and Credits, and the Monthly Administration Payment, as described in Article
XIII. Such invoice shall reflect preliminary (estimated) costs for services
provided by Georgia Power during the previous Month, and actual costs for
services provided by Georgia Power during any Month prior to the previous Month,
to the extent Georgia Power has actual cost data available to it to allow for
the reconciliation or "true-up" of costs incurred during such prior Month(s).
         (b) In the event the sum of the charges reflected in a monthly invoice
to MEAG show that a payment is due from Georgia Power to MEAG (for example, if
MEAG were required to "sell" energy to Georgia Power during the relevant Month,
and the cost of such energy exceeded the charges assessed to MEAG), MEAG shall
send an invoice to Georgia Power in that amount.
         12.2 Payment. (a) Payment shall be due from MEAG on or before the tenth
(10th) Day after MEAG's receipt of an invoice from Georgia Power. If such tenth
Day after MEAG's receipt is not a banking Day, then payment shall be due on the
next succeeding banking Day. MEAG shall make payment to Georgia Power in
accordance with such invoice on or before the date due in immediately available
funds through wire transfer of funds or other means acceptable to Georgia Power.
If MEAG does not render payment on or before such tenth Day as described herein,
then Interest shall be added to the overdue payment from the date such overdue
payment was due until full payment, together with Interest, is received by
Georgia Power, which Interest shall accrue in simple interest terms per annum.
         (b) To the extent Georgia Power owes payment to MEAG as described in
Section 12.1, such payment shall be due on of before the tenth Day after receipt
of the required invoice from MEAG. If Georgia Power fails to render payment on
or before such tenth Day, Interest shall accrue in simple interest terms per
annum and be added to the overdue payment.
         12.3 Failure To Pay. (a) To the extent MEAG fails to pay when due the
full amount stated on its monthly invoice from Georgia Power, Georgia Power, in
addition to assessing Interest pursuant to Section 12.2 and/or pursuing any
other remedies available to it under this Agreement, may withhold any and all
service to MEAG under this Agreement and suspend MEAG's Pseudo Scheduling and
Dispatch rights as provided in Articles V and VII during the entire period such
payment remains overdue; provided, however, that Georgia Power shall not
withhold any services or otherwise suspend MEAG's rights hereunder prior to
affording MEAG at least twenty (20) Days written notice of MEAG's delinquency
and Georgia Power's intention to withhold service.
         (b) To the extent Georgia Power fails to pay when due any amounts owing
to MEAG as described in Section 12.2, MEAG may take any action at law or in
equity to enforce this Agreement and to recover any and all unrecovered costs
and expenses incurred by MEAG as a result of Georgia Power's failure to render
payment on a timely basis.
         12.4 Billing Disputes. (a) MEAG shall have 180 Days after receipt of an
invoice from Georgia Power within which to contest the correctness or validity
of any charge or credit reflected in such invoice, provided that MEAG furnishes
to Georgia Power in writing a detailed explanation of its dispute, including the
nature of such dispute and any and all bases therefor. Such written explanation
must be provided prior to 180 Days after receipt of the invoice giving rise to
such dispute. Georgia Power and MEAG agree that if no written explanation is
provided to Georgia Power within this 180-Day time period, the correctness of
all charges or credits included in the invoice shall be conclusively presumed,
and MEAG shall be estopped from raising any challenge to such charges or credits
in any forum.
         (b) MEAG's ability to contest charges or credits assessed to it under
the terms of this Article XII shall in no way affect MEAG's obligation to pay in
full the amount billed to it within ten (10) Days after receipt of the invoice
giving rise to such contest, in accordance with Section 12.2; provided, however,
that such payment may be made under protest and thereafter MEAG shall be
reimbursed for any amount in error after the settlement of such dispute.
         (c) After MEAG renders to Georgia Power a timely written explanation of
its dispute regarding the charges or credits under any invoice, Georgia Power
shall promptly review the questioned charges or credits and shall notify MEAG,
within sixty (60) Days following receipt of such written explanation, of the
amount of any error and the amount of any payment or reimbursement owed by or to
MEAG in respect of such error. Not later than ten (10) Days after receipt of
such notice, MEAG shall tender any payment due to Georgia Power in immediately
available funds. Similarly, not later than ten (10) Days after receiving an
invoice from MEAG stating the amount of any reimbursement owed to MEAG, Georgia
Power shall tender any reimbursement due in immediately available funds.
Payments and reimbursements made under this Section shall include Interest from
the date the original payment was due until the date such payment or
reimbursement, together with Interest, is made, which Interest shall accrue in
simple interest terms per annum. To the extent MEAG continues to challenge the
correctness of such payment, it must seek redress within sixty (60) Days after
receipt of the payment notice. Georgia Power and MEAG agree that after the
expiration of this 60-Day period, the correctness of such payment shall be
conclusively presumed.
         (d) Notwithstanding the foregoing or any other provisions of this
Agreement, if either Party is in default in respect of any payments required to
be made under this Agreement, the other Party may withhold any payment or
reimbursement otherwise due under this Article to the extent of such default.
         12.5 Availability of Records. With respect to each Month's invoice,
Georgia Power shall make available to MEAG, at all times prior to the end of the
period(s) as set forth in Section 12.4, such books and records as are necessary
for MEAG to calculate the charges assessed under this Agreement.
                                  ARTICLE XIII
                                  DEVELOPMENT,
                     IMPLEMENTATION AND ADMINISTRATION FEES
         13.1 Payment. MEAG hereby agrees to reimburse Georgia Power for all
costs reasonably incurred by Georgia Power in connection with the development,
implementation and on-going administration of this Agreement, including without
limitation manpower, manpower overheads, equipment, computer software, and
computer time. MEAG shall make such reimbursements to Georgia Power by paying to
Georgia Power a "Monthly Administration Payment," such payment to be made in
accordance with and subject to the terms of Article XII (Billing and
Collection).


<PAGE>


                                   ARTICLE XIV
                                TERM OF AGREEMENT
         14.1 Initial Term. This Agreement shall have a one (1) year Term from
its Effective Date. The Effective Date shall be the first Day of the Month
immediately after the date on which the FERC permits this Agreement to become
effective.
         14.2 Extension of the Term. (a) Georgia Power and MEAG agree that the
Term of this Agreement shall extend automatically for one (1) or more successive
additional Terms of one (1) year following the end of the initial and each
additional Term, unless and until terminated by either Party upon six (6) Months
prior written notice; provided, however, that neither Party shall have the right
to give such notice until at least six Months after the Effective Date.
         (b) Should either Party provide notice of termination of this Agreement
pursuant to this Section 14.2, the Parties agree to use their reasonable best
efforts to negotiate a mutually acceptable successor arrangement to the PSSA;
provided, however, that if the Parties have failed to reach an agreement on a
successor arrangement prior to the end of four (4) Months after such
notification of termination, Georgia Power may unilaterally file at the FERC an
agreement which it believes is an appropriate successor arrangement to the PSSA.
MEAG shall have the right to contest such filing in accordance with FERC
regulations. If the FERC has not issued a final order on Georgia Power's filing
before the end of six (6) Months after the notification of termination, MEAG
shall, until such final order is issued, (i) continue to purchase Control Area
Services from Georgia Power or its agent at the standard rates then in effect
under the Open Access Transmission Tariff of Southern Companies; and (ii)
continue to purchase Energy Imbalance Service under terms and conditions in
accordance with Article IX of this Agreement. In addition, MEAG shall continue
to Pseudo Schedule and Dispatch its Pseudo Resources pursuant to terms and
conditions in accordance with Articles V, VI and VII of this Agreement until
such final order is issued, or until Georgia Power is capable of providing for
separate scheduling and dispatch for Plant Scherer Unit Nos. 1 and 2 and Plant
Wansley Unit Nos. 1 and 2 in accordance with those certain amendments to the
Plant Scherer and Plant Wansley Joint Ownership Agreements dated December 31,
1990 and January 15, 1995, respectively, whichever is earlier. For purposes of
this Article XIV, a "final order" shall mean a FERC order which is no longer
subject to rehearing under the FERC's rules of practice and procedure.
         14.3 Conditions Precedent to Effectiveness. (a) Consistent with the
Effective Date as defined in this Agreement, the obligations of Georgia Power
and MEAG under this Agreement are expressly conditioned upon receipt of a final
order of the FERC (i) approving this Agreement without modification or
condition, or, alternatively, with modifications or conditions deemed acceptable
to both Georgia Power and MEAG, each to make such determination in its sole
discretion; and (ii) terminating the PR Tariff as it pertains to MEAG and the
Parties' Scheduling Services Agreement. Georgia Power and MEAG shall cooperate
with each other, as the other may reasonably request, in connection with the
procurement of such approval from the FERC.
         (b) Should the FERC modify this Agreement after it becomes effective,
either Party shall have the right to terminate the Agreement upon sixty (60)
Days' written notice to the other Party. Should either Party provide notice of
termination pursuant to this Section 14.3, the Parties agree to use their
reasonable best efforts to negotiate a mutually acceptable successor arrangement
to the PSSA; provided, however, that if the Parties have failed to reach an
agreement on a successor arrangement prior to end of sixty (60) Days after such
notification of termination, Georgia Power may unilaterally file at the FERC an
agreement which it believes is an appropriate successor arrangement to the PSSA.
MEAG shall have the right to contest such filing in accordance with FERC
regulations. MEAG shall, until the FERC has issued a final order on Georgia
Power's filing, (i) continue to purchase Control Area Services from Georgia
Power or its agent at the standard rates then in effect under the Open Access
Transmission Tariff of Southern Companies; and (ii) continue to purchase Energy
Imbalance Service under terms and conditions in accordance with Article IX of
this Agreement. In addition, MEAG shall continue to Pseudo Schedule and Dispatch
its Pseudo Resources pursuant to terms and conditions in accordance with
Articles V, VI and VII of this Agreement until such final order is issued, or
until Georgia Power is capable of providing for separate scheduling and dispatch
for Plant Scherer Unit Nos. 1 and 2 and Plant Wansley Unit Nos. 1 and 2 in
accordance with those certain amendments to the Plant Scherer and Plant Wansley
Joint Ownership Agreements dated December 31, 1990 and January 15, 1995,
respectively, whichever is earlier.
                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS
         15.1 Remedies. Should either Party fail to perform its obligations
under this Agreement or otherwise fail to adhere to the terms of this Agreement,
such failure shall be deemed a material breach of contract, and the
non-breaching Party may take any action, at law or in equity, to enforce or
terminate this Agreement and recover from the breaching Party any and all
damages and expenses and other losses, costs and liabilities (including but not
limited to reasonable attorneys' fees) incurred as a result of such breach.
         15.2 Indemnification. MEAG hereby indemnifies and holds Georgia Power
and its agent harmless from and against any and all losses, costs, liabilities,
damages and expenses (including without limitation attorney's fees and expenses)
of any kind incurred or suffered by Georgia Power or its agent pursuant to, as a
direct result of or in connection with Georgia Power's performance under this
Agreement or MEAG's performance or nonperformance under this Agreement; provided
however, that MEAG shall have no obligation to indemnify Georgia Power for
losses, costs, liabilities, damages and expenses incurred by Georgia Power or
its agent as a direct result of any action taken by Georgia Power which violates
this Agreement or which otherwise constitutes willful misconduct.
         15.3 No Affiliate Liability. Notwithstanding any other provision of
this Agreement, no affiliate of Georgia Power (including, but not limited to,
any affiliate of Georgia Power acting as Georgia Power's agent under this
Agreement) shall have any liability whatsoever in connection with the Parties'
performance of this Agreement.
         15.4 Disclaimer of Warranty. Georgia Power, on behalf of itself, each
of its affiliates, and each of their respective employees, officers, directors,
agents, successors and assigns, hereby disclaims any and all express, implied
and statutory warranties concerning any or all of the services to be sold or
provided by Georgia Power pursuant to this Agreement, or concerning any
information furnished by or for any one or more of them, including without
limitation any and all warranties as to merchantability, fitness for a
particular purpose, availability, accuracy, quality, quantity or otherwise.
         15.5 Service Constancy. Notwithstanding any other provision of this
Agreement, Georgia Power does not guarantee or warrant that Georgia Power shall
provide uninterrupted service under this Agreement. Georgia Power shall not be
in breach of this Agreement by reason of, and shall have no liability whatsoever
to MEAG for, any failure to make service available under this Agreement, for any
interruption in service under this Agreement, or for any deficiency in the
quality of service provided under this Agreement; provided however, that the
foregoing exculpatory clause shall not apply to any failure that is the direct
result of (i) any action of Georgia Power which is not consistent with Prudent
Utility Practice or (ii) Georgia Power's willful misconduct.
         15.6 Assignment. Neither MEAG nor Georgia Power may sell, assign or
otherwise transfer any or all of this Agreement or its respective rights, or
delegate any or all of its respective obligations, under this Agreement, at any
time, without the prior written consent of the other in each instance; provided,
however, that neither Georgia Power nor MEAG may unreasonably withhold its
consent to any collateral assignment by the other of this Agreement as security
for bonds or other obligations issued or to be issued; and provided, further,
that Georgia Power may at any time assign its rights and delegate its duties
under this Agreement to an affiliate of Georgia Power with the consent of MEAG,
which consent shall not be unreasonably withheld.
         15.7 Agency. Notwithstanding the restrictions imposed under Section
15.6, Georgia Power and MEAG may appoint agents to act on their behalf under
this Agreement. Any action undertaken by an agent pursuant to this Agreement
shall be imputed to the appointing Party as principal, who shall assume full
responsibility for the agent's acts.
         15.8 No Partnership. MEAG and Georgia Power do not intend for this
Agreement, and this Agreement shall not, create any joint venture, partnership,
association taxable as a corporation, or other entity for the conduct of any
business for profit.

         15.9 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon any respective successors and assigns of MEAG and Georgia
Power.

         15.10 Superseding Effect. This Agreement satisfies in full the
provisions of paragraph 2 of the Partial Requirements Service Settlement
Agreement between the Parties dated January 10, 1997, and supersedes in its
entirety Attachment A of such Settlement Agreement.

         15.11 Notice. Unless otherwise provided herein, any notice, request,
consent or other communication required by this Agreement shall be in writing
and shall be deemed given on the Day hand-delivered to the officer identified
below, or the third Day after the same is deposited in the United States Mail,
first class postage prepaid:

Georgia Power Company
c/o Southern Company Services, Inc.
333 Piedmont Ave., N.E.
Atlanta, Georgia  30308
Attention:        Senior Vice President, Southern Wholesale Energy
Municipal Electric Authority of Georgia
1470 Riveredge Parkway, N.W.
Atlanta, Georgia  30328
Attention:        President and General Manager

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

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

IN WITNESS WHEREOF, the undersigned party hereto has duly executed this
Agreement in Atlanta, Georgia on the date first above written.





Signed, sealed and delivered GEORGIA POWER COMPANY in the presence of:




__________________________________  By:______________________________________
                                                          Fred Williams
                                                          Senior Vice President
                                                          Georgia Power Company


                                  Attest:___________________________________




<PAGE>


IN WITNESS WHEREOF, the undersigned party hereto has duly executed this
Agreement in Atlanta, Georgia on the date first above written.





Signed, sealed and delivered              MUNICIPAL ELECTRIC AUTHORITY
in the presence of:                       OF GEORGIA




__________________________________  By:______________________________________
                                                  James Allison
                                            President and General Manager
                                        Municipal Electric Authority of Georgia



                                     Attest:___________________________________