OGLETHORPE POWER CORP, 10-K405, 1995-03-30

OGLETHORPE POWER CORP
10-K405, 1995-03-30
ELECTRIC SERVICES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-K

(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ------------ TO ------------

COMMISSION FILE NO. 33-7591

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

OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION)
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
GEORGIA 58-1211925
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

POST OFFICE BOX 1349
2100 EAST EXCHANGE PLACE
TUCKER, GEORGIA
(Address of principal executive 30085-1349
offices) (Zip Code)
</TABLE>

<TABLE>
<S> <C>
Registrant's telephone number, including area code: (404) 270-7600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES__X__ NO______

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. NONE

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. THE REGISTRANT IS A
MEMBERSHIP CORPORATION AND HAS NO AUTHORIZED OR OUTSTANDING EQUITY SECURITIES.

Documents Incorporated by Reference: NONE

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OGLETHORPE POWER CORPORATION
1994 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS

ITEM PAGE
---- ----
PART I
1 Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Oglethorpe Power Corporation. . . . . . . . . . . . . . . . . . . . 1
The Members of Oglethorpe . . . . . . . . . . . . . . . . . . . . . 6
The Power Supply System . . . . . . . . . . . . . . . . . . . . . . 9
Co-Owners of the Plants and the Plant and Transmission
Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2 Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4 Submission of Matters to a Vote of Security Holders . . . . . . . . . 24

PART II
5 Market for Registrant's Common Equity and Related Stockholder
Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . 25
7 Management's Discussion and Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . 26
8 Financial Statements and Supplementary Data . . . . . . . . . . . . . 32
9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . 49

PART III
10 Directors and Executive Officers of the Registrant. . . . . . . . . . 49
11 Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . 61
12 Security Ownership of Certain Beneficial Owners and Management. . . . 63
13 Certain Relationships and Related Transactions. . . . . . . . . . . . 63

PART IV
14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K. . . 64

<PAGE>

SELECTED DEFINITIONS

When used herein the following terms will have the meanings indicated below:

TERM MEANING
---- -------
ADSCR Annual Debt Service Coverage Ratio
AFUDC Allowance for Debt and Equity Funds Used During
Construction
BPSA Block Power Sale Agreement
CFC National Rural Utilities Cooperative Finance
Corporation
CoBank CoBank, ACB, formerly known as the National Bank for
Cooperatives
Commission Securities and Exchange Commission
CSA Coordination Services Agreement
Dalton City of Dalton, Georgia
DOE United States Department of Energy
DSC Debt Service Coverage Ratio
EPA United States Environmental Protection Agency
EPI Entergy Power, Inc.
FASB Financial Accounting Standards Board
FERC Federal Energy Regulatory Commission
FFB Federal Financing Bank
G&T Generation and Transmission Cooperative
GEMC Georgia Electric Membership Corporation
GPC Georgia Power Company
GPSC Georgia Public Service Commission
ITS Integrated Transmission System
ITSA Revised and Restated Integrated Transmission System
Agreement
kWh Kilowatt-hours
Members The 39 retail distribution cooperatives that are
members of Oglethorpe
MEAG Municipal Electric Authority of Georgia
MW Megawatts
MWh Megawatt-hours
NRC Nuclear Regulatory Commission
Oglethorpe Oglethorpe Power Corporation
PURPA Public Utility Regulatory Policies Act
RUS Rural Utilities Service, formerly known as the Rural
Electrification Administration
SEPA Southeastern Power Administration
SONOPCO Southern Nuclear Operating Company
TIER Times Interest Earned Ratio
TVA Tennessee Valley Authority

<PAGE>
PART I

ITEM 1. BUSINESS

OGLETHORPE POWER CORPORATION

GENERAL

Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) ("Oglethorpe") is an electric generation and
transmission cooperative ("G&T") incorporated in 1974 in the State of Georgia.
It is headquartered in metropolitan Atlanta. Oglethorpe is entirely owned by its
39 retail electric distribution cooperative members (the "Members"), who, in
turn, are entirely owned by their retail consumers. Oglethorpe is the largest
G&T in the United States in terms of operating revenues, assets, kilowatt-hour
("kWh") sales and, through the Members, consumers served. It is one of the ten
largest electric utilities in the United States in terms of land area served.
Oglethorpe has approximately 500 full-time and 40 part-time employees.

As with cooperatives generally, Oglethorpe operates on a not-for-profit
basis. Oglethorpe's principal business is providing wholesale electric service
to the Members. The Members are local consumer-owned distribution cooperatives
providing retail electric service on a not-for-profit basis. In general, the
membership of the distribution cooperative Members consists of residential,
commercial and industrial consumers within specific geographic areas. The
Members serve approximately 1.1 million electric consumers (meters) representing
a total population of approximately 2.5 million people.

MEMBER CONTRACTS

Each Member currently purchases capacity and energy from Oglethorpe
pursuant to a long-term, "all-requirements" wholesale power contract between
Oglethorpe and the Member (each a "Wholesale Power Contract" and collectively
the "Wholesale Power Contracts"). The existing Wholesale Power Contracts have a
term ending December 31, 2025 and continue thereafter until terminated by three
years' written notice by Oglethorpe or the respective Member. Each Wholesale
Power Contract provides that, except for power purchased from the Southeastern
Power Administration ("SEPA"), Oglethorpe shall sell and deliver to the Member,
and the Member shall purchase and receive from Oglethorpe, all electric capacity
and energy that the Member requires for the operation of its system to the
extent that Oglethorpe has capacity and energy and facilities available.
Oglethorpe supplies the capacity and energy requirements of the Members from a
combination of owned and leased generating plants and from power purchased under
long-term contracts with other power suppliers, principally Georgia Power
Company ("GPC"), a wholly owned subsidiary of The Southern Company. In 1994, the
aggregate SEPA allocation to the Members was 542 megawatts ("MW") plus
associated energy, representing approximately 14% of total Member peak demand
and approximately 6% of total Member energy requirements. The amount of capacity
and energy available from SEPA is not expected to increase in an amount
sufficient to serve a material portion of the projected growth in the Members'
requirements. (See "Member Demand and Energy Requirements" herein and "THE
MEMBERS OF OGLETHORPE--Contracts with SEPA".)

The Oglethorpe Board of Directors has authorized the study of three
options which would alter the existing contractual relationships between
Oglethorpe and the Members. The first is a study of the feasibility of changing
the existing "all-requirements" Wholesale Power Contract to allow a Member to
meet some portion of its future capacity and energy requirements with dispersed
generation. Oglethorpe's analysis indicates some economies may be available to
Oglethorpe and the Members through a small amount of Member-owned dispersed
generation. Dispersed generation units could be installed by the Members to
maintain reliability of electric service during emergencies on a Member's
distribution system or to serve specific customer needs.

Some of Oglethorpe's Members have installed small diesel generating units.
The aggregate capacity of these units amounts to approximately 1% of
Oglethorpe's total capacity requirements. During the 1994 Summer season, some of
these units were operated. The Members involved have given Oglethorpe written
assurances that the manner of operation was not in violation of the existing
Wholesale Power Contracts.

The second option is a study of the desirability of changing the existing
Wholesale Power Contract to allow a Member to elect to meet its future power
requirements above current levels either from Member-owned generation,

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through purchases from Oglethorpe or from other power suppliers. The Members
who select this option would be responsible for some or all of their
future power requirements, but would be required to continue to purchase
capacity and energy from Oglethorpe's existing plants, committed generating
projects and existing power supply contracts.

The Board of Directors will review the findings of the studies and
determine what changes, if any, to make in the existing Wholesale Power
Contracts. Any changes would have to be approved by Oglethorpe's Board of
Directors and the Rural Utilities Service ("RUS"), formerly known as the Rural
Electrification Administration ("REA"). New contracts would have to be executed
by each Member desiring such changes.

The results of the studies and any action Oglethorpe and the Members might
take based thereon cannot be predicted at this time. However, assuming all three
options are made available to the Members, one or more Members may choose to
pursue each option. Under any of these three options, the Members must maintain
responsibility for their current obligations to Oglethorpe. Therefore,
Oglethorpe's future revenues associated with the Members' current obligations
would be unaffected. However, to the extent the Members choose to secure their
projected load growth from sources other than Oglethorpe, the growth in
Oglethorpe's revenues would decrease as would the related expenses.

Cobb EMC, Snapping Shoals EMC, and Walton EMC, three Members of Oglethorpe
representing a significant portion of Oglethorpe's future load growth, have
reported that they are considering withdrawing from membership in Oglethorpe.
They have also reported that they have initiated a feasibility study of, among
other things, separating from Oglethorpe by acquiring their pro rata shares of
Oglethorpe's assets and either paying or assuming their corresponding portions
of Oglethorpe's indebtedness. The RUS Administrator has advised Oglethorpe and
the three Members that RUS does not believe the asset acquisition approach is
feasible and suggested the parties focus on the three options described above.
Likewise, Oglethorpe's analysis indicates a lack of feasibility of the asset
acquisition concept, and, accordingly, the Oglethorpe Board of Directors has not
directed management to study this alternative.

MEMBER DEMAND AND ENERGY REQUIREMENTS

The following table shows the aggregate peak demand and energy
requirements of the Members for the years 1992 through 1994 and also shows the
amounts of such requirements supplied by Oglethorpe and SEPA. For the years 1992
through 1994, demand and energy requirements increased at an average annual
compound growth rate of 0.9% and 5.4%, respectively.

<TABLE>
<CAPTION>
DEMAND (MW) ENERGY REQUIREMENTS (MWH)
--------------------------------------------- ------------------------------------
TOTAL TOTAL
REQUIRE- SUPPLIED BY SUPPLIED BY REQUIRE- SUPPLIED BY SUPPLIED BY
MENTS(1) OGLETHORPE(2) SEPA(3) MENTS OGLETHORPE(2) SEPA(3)
----------- --------------- --------------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
1992.......... 3,865 3,323 542 15,562,495 14,466,943 1,095,552
1993.......... 4,283 3,736 542 17,313,313 16,253,283 1,060,030
1994.......... 3,938 3,396 542 17,278,812 16,285,127 993,685

<FN>
------------------------
(1) System peak demand of the Members measured at the Members' delivery points
(net of system losses). The reduction in peak demand in 1994 was due to a
hotter than normal summer in 1993 and a milder than normal summer in 1994.

(2) Includes purchased power. (See "THE POWER SUPPLY SYSTEM--Power Sales to and
Purchases from GPC--POWER PURCHASE ARRANGEMENTS" and "--Other Power
Purchases".)

(3) Supplied by SEPA through existing contracts with the Members. (See "THE
MEMBERS OF OGLETHORPE--Contracts with SEPA".)
</TABLE>

2
<PAGE>

In 1994, Cobb EMC and Jackson EMC each accounted for approximately 10% of
Oglethorpe's total revenues.

SEASONAL VARIATIONS

The demand for energy by the Members is influenced by seasonal weather
conditions. Historically, Oglethorpe's peak demand occurs during the months of
June through September. (See "Electric Rates" herein.) During 1992 through 1994,
however, Oglethorpe's rate structure was designed to cause capacity revenues,
which include margins, to remain relatively level throughout the year. These
capacity charges, which were based on the prior year annual peak demands, did
not fluctuate based on a Member's usage during a given year. As of January 1,
1995, Oglethorpe implemented two additional capacity rate options, based on
current year billing determinants, which do fluctuate based on Member's usage
during the year. The two new options were selected by 11 of the 39 Members from
which Oglethorpe receives about 50% of its capacity revenues. Energy revenues
track energy costs as they are incurred and also fluctuate month to month.

DEMAND MANAGEMENT

Oglethorpe and the Members have implemented various demand management
programs. The program goal, developed in conjunction with Oglethorpe's
integrated resource planning process, is to modify demand patterns so that
current resources are used efficiently and the need for additional generating
resources is delayed. The programs that have been implemented include an energy
efficient home program (the "Good Cents Home" program), remote-controlled
switching of air conditioners, water heaters and irrigation pumps, residential
energy audits and public appeals to encourage consumers to use less energy
during periods of peak demand. The demand management programs have reduced, and
are expected to continue to reduce, the growth of peak demand and have resulted
in an increase in off-peak sales. (See "THE POWER SUPPLY SYSTEM--Future Power
Resources--OTHER FUTURE RESOURCES".)

ELECTRIC RATES

Each Member is required to pay Oglethorpe for capacity and energy
furnished under its Wholesale Power Contract in accordance with rates
established by Oglethorpe. Oglethorpe reviews its rates at such intervals as it
deems appropriate but is required to do so at least once every year. Oglethorpe
is required to revise its rates as necessary so that the revenues derived from
such rates will be sufficient, but only sufficient, with its revenues from all
other sources to pay operating and maintenance costs, the cost of purchased
power, the cost of transmission services, and principal and interest on all
indebtedness (including capital lease obligations) of Oglethorpe and to provide
for the establishment and maintenance of reasonable reserves. Rates are also
required to be established so as to enable Oglethorpe to comply with all
requirements (including coverage ratios) under the Consolidated Mortgage and
Security Agreement dated as of September 1, 1994 (the "RUS Mortgage") among
Oglethorpe, as mortgagor, and the United States of America acting through the
Administrator of RUS, CoBank, ACB, formerly known as the National Bank for
Cooperatives ("CoBank"), Credit Suisse, acting by and through its New York
Branch ("Credit Suisse"), and Trust Company Bank ("Trust Company"), as trustee
under certain pollution control bond indentures identified in the RUS Mortgage.
(See "General--RATES AND FINANCIAL COVERAGE REQUIREMENTS" in Item 7.)

Oglethorpe's current monthly rate for electric service for capacity and
energy delivered to each Member includes energy charges that recover fuel and
variable operation and maintenance costs, adjusted semiannually to assure full
recovery of such costs, and capacity charges. The rate also includes a provision
to reflect the amortization of the deferred margins accumulated from 1985
through 1994, which amounts will be fully amortized by the end of 1996. (See
Note 1 of Notes to Financial Statements in Item 8.) Oglethorpe's rate policy
provides for a number of separate rates for certain qualified consumer loads,
which are designed to have a favorable impact on the Members' competitiveness
for certain new commercial and industrial loads. (See "THE MEMBERS OF
OGLETHORPE--Service Area and Competition".)

Oglethorpe's rates, as established by its Board of Directors, are subject
to review and approval by RUS. Oglethorpe is required under the RUS Mortgage to
implement rates designed to maintain a Times Interest Earned Ratio ("TIER") of
not less than 1.05, a Debt Service Coverage Ratio ("DSC") of not less than 1.0
and an Annual Debt Service Coverage Ratio ("ADSCR") of not less than 1.25.
Oglethorpe has always met or exceeded the TIER, DSC and ADSCR

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<PAGE>

requirements of the RUS Mortgage. Oglethorpe's current policy is to set rates
to meet a TIER of 1.07 in 1995, 1.08 in 1996, 1.09 in 1997 and 1.10 in 1998 and
thereafter. (See "General--RATES AND FINANCIAL COVERAGE REQUIREMENTS" in Item
7.)

The Wholesale Power Contracts provide that no rate revision shall be
effective unless approved by RUS, but such rate revisions are not subject to the
approval of any other Federal or state agency or authority, including the
Georgia Public Service Commission (the "GPSC"). To date, RUS has not reduced or
delayed the effectiveness of any rate increase proposed by Oglethorpe.

For information regarding future rates, see "General--RATES AND FINANCIAL
COVERAGE REQUIREMENTS" and "Results of Operations--FACTORS AFFECTING FUTURE
FINANCIAL PERFORMANCE" in Item 7.

CERTAIN FACTORS AFFECTING THE UTILITY INDUSTRY IN GENERAL

The electric utility industry is becoming increasingly competitive as a
result of deregulation, competing energy suppliers, technologies, and other
factors. The Energy Policy Act of 1992 (the "Energy Policy Act") amended the
Federal Power Act and the Public Utility Holding Company Act to allow for
increased competition among wholesale electric suppliers and increased access to
transmission services by such suppliers. The new competitive environment is
subject to rapidly evolving regulatory policy at both the federal and state
level, which is based on a shift to a market-driven environment from a regulated
one. Significant developments at the Federal Energy Regulatory Commission
("FERC") and in state commissions are expected to continue to clarify the
policy and regulatory framework for increased competition. (See "THE
MEMBERS OF OGLETHORPE--Service Area and Competition".)

A number of other significant factors have affected the operations of
electric utilities. They include the cost of fuel for the generation of electric
energy, recovery of the cost of existing facilities, fluctuating rates of load
growth, the effects of conservation and energy management on the use of
electric energy and compliance with environmental and other governmental
regulations.

All of the factors mentioned above present an increasing challenge to
companies in the electric utility industry, including Oglethorpe and the
Members, to reduce costs, improve the management of resources and respond to the
changing environment. (See "THE POWER SUPPLY SYSTEM--General", "--Future Power
Resources" and "--Environmental and Other Regulations".)

RELATIONSHIP WITH GPC

Oglethorpe's relationship with GPC is a significant factor in several
aspects of Oglethorpe's business. GPC is Oglethorpe's principal supplier of
purchased power, and Oglethorpe is one of GPC's largest customers. In 1994,
Oglethorpe derived 8% of its total revenues from sales to GPC, making GPC one of
Oglethorpe's largest customers. Substantially all of Oglethorpe's generating
facilities were purchased at various stages of construction from GPC and were
constructed and are now operated by GPC. Oglethorpe is the construction and
operating agent for the Rocky Mountain Project, a pumped storage hydroelectric
facility ("Rocky Mountain"), in which it acquired an interest from GPC.
Oglethorpe purchases coordination services from GPC to schedule its power
resources and its off-system purchases and sales. Oglethorpe, through the
Members, is one of GPC's principal competitors in the State of Georgia for
electric service to new customers that have a choice of supplier under the
Georgia Territorial Electric Service Act (the "Territorial Act"). Likewise, GPC
is the principal competitor of the Members for such customers. Oglethorpe and
GPC also own transmission facilities that are part of the Integrated
Transmission System (the "ITS"). GPC provides system operator services and
performs most of the required maintenance of Oglethorpe's transmission
facilities. GPC and Oglethorpe are parties to an agreement that makes allowance
for the joint planning of future generation and transmission facilities. For
further information regarding the various relationships and agreements with GPC,
see "THE MEMBERS OF OGLETHORPE--Service Area and Competition", "THE POWER SUPPLY
SYSTEM--General", "--Fuel Supply", "--Power Sales to and Purchases from GPC",
"--Future Power Resources--ROCKY MOUNTAIN", "--Transmission and Other Power
System Arrangements", "CO-OWNERS OF THE PLANTS AND THE PLANT AND

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TRANSMISSION AGREEMENTS--Co-Owners of the Plants--GEORGIA POWER COMPANY",
"--The Plant Agreements", "--Agreements Relating to the Integrated
Transmission System", and "--The Joint Committee Agreement".

RELATIONSHIP WITH RUS

Federal loan programs administered by RUS have provided the principal
source of financing for electric cooperatives. Direct loans from RUS have been a
major source of funding for the Members, while loans guaranteed by RUS and made
by the Federal Financing Bank ("FFB") have been a major source of funding for
Oglethorpe. Through provisions of the RUS Mortgage, RUS exercises substantial
control and supervision over Oglethorpe in such areas as accounting, the
issuance of secured indebtedness, rates and charges for the sale of power,
construction and acquisition of facilities, and the purchase and sale of power.

In October 1994, the Secretary of Agriculture substantially reorganized
the Department of Agriculture. The electric and telephone loan programs
administered by the Rural Electrification Administration were transferred to
the newly created RUS, and the Rural Electrification Administration was
abolished. This reorganization did not change the provisions of the electric
loan program and thus has had no significant effect on Oglethorpe or its
Members.

In recent years, there have been legislative, administrative and budgetary
initiatives intended to reduce or, in some cases, eliminate federal funding for
electric cooperatives. In addition, the RUS loan and guarantee programs have
been characterized by the imposition of increasingly problematic terms and
conditions and extended delays in access to necessary funding.

The President's budget for fiscal year 1996 proposes to set the level of
funding for the 100% guarantee program at $400 million, which if sustained at
that level in future years would not likely provide adequate funding for the
transmission and power supply needs of RUS borrowers. Congress historically has
increased Administration-proposed lending levels to those necessary to meet
borrower demand. Notwithstanding historical practices, the future cost,
availability and magnitude of RUS-guaranteed loans cannot be predicted. See "THE
MEMBERS OF OGLETHORPE--Members' Relationship with RUS" for a discussion of the
impact of the budget proposal on the direct loan program.

RUS continues to reevaluate its regulatory and lending relationship with
its borrowers through what it has described as a comprehensive rule-making
project. The purpose of the project is to improve the credit-worthiness of loans
made or guaranteed by RUS. In addition to adopting new rules regulating policies
and procedures for insured and guaranteed loans and lien accommodations, RUS has
published a proposed rule describing a new form of wholesale power contract and
a new standard form of mortgage for distribution borrowers. In advance notices
of proposed rule-makings, RUS also has requested suggestions for revisions to
its standard form of mortgage for power supply borrowers and comments on
proposals for credit support for loans to power supply borrowers. These
rule-makings continue to take many months or years to complete and the outcome
of these various rule-making initiatives, whether others may be forthcoming,
whether any of such rule-making initiatives may achieve the objectives stated by
RUS, or the extent to which such initiatives may affect Oglethorpe or the
Members cannot be predicted.

5
<PAGE>

THE MEMBERS OF OGLETHORPE

SERVICE AREA AND COMPETITION

The Members are identified in Item 10(a) of this Report and include 39 of
the 42 electric distribution cooperatives in the State of Georgia. The Members
serve approximately 1.1 million electric consumers (meters) representing a total
population of approximately 2.5 million people. The Members serve a region
covering approximately 40,000 square miles, which is approximately 70% of the
land area of Georgia served by the owners of the ITS, encompassing 150 of the
State's 159 counties. Sales by the Members in 1994 amounted to approximately
16.4 million megawatt-hours ("MWh"), with 72% to residential consumers, 26% to
commercial and industrial consumers and 2% to other consumers. No single
consumer of any Member constituted more than 1% of the Members' aggregate sales
in 1994. The Members are the principal suppliers for the power needs of rural
Georgia. While the Members do not serve any major cities, portions of their
service territories are in close proximity to urban areas and are experiencing
growth due to the expansion of urban areas, including metropolitan Atlanta, into
suburban areas and the growth of suburban areas into neighboring rural areas.
The Members have experienced average annual compound growth rates from 1992
through 1994 of 6.0% in number of consumers, 7.3% in MWh sales and 9.5% in
electric revenues.

The Territorial Act regulates the service rights of all retail electric
suppliers in the State of Georgia. Pursuant to the Territorial Act, the GPSC
assigned substantially all areas in the State to specified retail suppliers;
however, the Territorial Act permits competition among electric suppliers for
new retail loads of 900 kilowatts or more outside existing municipal limits.
Except for these 900-kilowatt loads, the Members have the exclusive right to
provide retail electric service in their respective assigned territories, which
are predominately outside of municipal limits. The GPSC may not reassign
territory or transfer service except in limited circumstances provided by the
Territorial Act. The GPSC may transfer service for specific premises only: (i)
upon a determination by the GPSC, after joint application of electric suppliers
and proper notice and hearing, that the public convenience and necessity require
a transfer of service from one electric supplier to another; or (ii) upon a
finding by GPSC, after proper notice and hearing, that an electric supplier's
service to a premise is not adequate or dependable or that its rates, charges,
service rules and regulations unreasonably discriminate in favor of or against
the consumer utilizing such premises and the electric utility is unwilling or
unable to comply with an order from GPSC regarding such service. The GPSC may
reassign territory only if it determines that an assignee electric supplier has
breached the tenets of public convenience and necessity.

As referenced above, the Territorial Act allows the owner of any new
facility located outside of existing municipal limits and having a connected
demand upon initial full operation of 900 kilowatts or greater to receive
electric service from the retail supplier of its choice. The Members, with
Oglethorpe's support, are actively engaged in competition with other retail
electric suppliers for these new industrial and commercial loads. The number of
commercial and industrial loads served by the Members has increased in recent
years. While the competition for 900-kilowatt loads represents only limited
competition in Georgia, retail competition in the electric utility industry is
currently rare and this competition has given Oglethorpe and the Members the
opportunity to develop resources and strategies to operate in an increasingly
competitive market.

From time to time, utilities may be approached by other parties interested
in purchasing their systems. Some of the Members have been approached in the
past by third parties indicating an interest in purchasing their systems. The
Wholesale Power Contract between Oglethorpe and each Member provides that no
Member may reorganize, consolidate or merge, or sell, lease or transfer all or a
substantial portion of its assets (or make any agreement therefor), so long as
Oglethorpe has notes outstanding to RUS and the FFB, without first paying such
portion of any such outstanding notes as may be determined by Oglethorpe with
the prior written consent of RUS and otherwise complying with such reasonable
terms and conditions as Oglethorpe and RUS may require. The enforceability of
the RUS form of wholesale power contract has been consistently upheld by the
courts in several jurisdictions. In addition, RUS has stated its policy that it
will not encourage or facilitate the buyout of borrowers by third parties and
that it will expect cooperative distribution utilities to retire a
proportionate share of the associated G&T indebtedness and to pay other
appropriate costs and expenses of the G&T as a condition of a buyout.

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<PAGE>

COOPERATIVE STRUCTURE

The Members operate their systems on a not-for-profit basis. Accumulated
margins derived after payment of operating expenses and provision for
depreciation constitute patronage capital of the consumers of the Members.
Refunds of accumulated patronage capital to the individual consumers may be made
from time to time subject to limitations contained in mortgages between the
Members and RUS or loan documents with other lenders. The RUS mortgages
generally prohibit such distributions unless, after any such distribution, the
Member's total equity will equal at least 40% of its total assets, except that
distributions may be made of up to 25% of the margins and patronage capital
received by the Member in the preceding year. As a general matter, the Members
that borrow from RUS distribute accumulated patronage capital from time to time
subject to their respective financial policies and in conformity with their
respective RUS mortgages. (See "Members' Relationship With RUS" herein.)

Oglethorpe is a membership corporation, and the Members are not
subsidiaries of Oglethorpe. Except with respect to the obligations of the
Members under each Member's Wholesale Power Contract with Oglethorpe and
Oglethorpe's rights under such contracts to receive payment for power and energy
supplied, Oglethorpe has no legal interest in, or obligations in respect of, any
of the assets, liabilities, equity, revenues or margins of the Members. (See
"OGLETHORPE POWER CORPORATION--Member Contracts".) The revenues of the Members
are not pledged as security to Oglethorpe but are the source from which moneys
are derived by the Members to pay for power supplied by Oglethorpe under the
Wholesale Power Contracts. Revenues of the Members that borrow from RUS are,
however, pledged under the respective RUS mortgages of the Members.

RATE REGULATION OF MEMBERS

Through provisions in the loan documents securing loans to the Members,
RUS exercises control and supervision over the Members that borrow from it in
such areas as: (i) accounting; (ii) borrowings; (iii) rates and charges for the
sale of power; (iv) construction and acquisition of facilities; and (v) the
purchase and sale of power. The individual RUS mortgages of the Members require
them to design rates with a view to maintaining an average TIER of not less than
1.50 and an average DSC of not less than 1.25 for the two highest out of every
three successive years.

Snapping Shoals EMC in 1994 and Mitchell EMC in 1995 prepaid their RUS
indebtedness and are no longer RUS borrowers. Cobb EMC and Walton EMC have
applied to RUS to prepay their RUS indebtedness and it is likely that other
Members will also pursue this option. Snapping Shoals EMC and Mitchell EMC now
have financial and other requirements under their loan documents with the
National Rural Utilities Cooperative Finance Corporation ("CFC").

Although the setting of the rates of the Members is not subject to
approval of any Federal or state agency or authority other than RUS, the
Territorial Act prohibits the Members from unreasonable discrimination in the
setting of rates, charges, service rules or regulations and requires the Members
to obtain GPSC approval of long-term borrowings.

CONTRACTS WITH SEPA

In addition to energy received from Oglethorpe under the Wholesale Power
Contracts, the Members purchase hydroelectric power under contracts with SEPA.
In 1994, the aggregate SEPA allocation to the Members was 542 MW plus associated
energy, representing approximately 14% of total Member peak demand and
approximately 6% of total Member energy requirements. (See "OGLETHORPE POWER
CORPORATION--Member Contracts" and "--Member Demand and Energy Requirements" and
the table thereunder.)

On December 8, 1994, SEPA issued its final Power Marketing Policy for the
Georgia - Alabama - South Carolina System of Projects. This policy will govern
the renewal of SEPA's contracts with the Members. There were no significant
changes in this final marketing policy and the Members' allocation of capacity
and energy remained unchanged.

7
<PAGE>

SEPA has contracted with The Southern Company for scheduling and
dispatching services for SEPA's generating projects in Georgia and Alabama and
for transmission services to certain preference customers. During 1994, SEPA
began negotiating revised arrangements for these services. Originally scheduled
for renewal on May 31, 1994, SEPA extended the term of the Members' contracts
until January 31, 1995, with a provision automatically to extend one month at a
time thereafter until negotiations with The Southern Company are completed. In
the event negotiations are not successful, an order may be sought from FERC
requiring the provision of these services at just and reasonable rates.

The President's Budget proposal for fiscal year 1996 includes a proposal
to privatize four of the five federal power marketing administrations. Under the
proposal, legislation would be proposed to privatize SEPA in 1997. The
President's proposal would protect customers from significant rate increases.
Legislation would also be proposed to allow proceeds from this proposed sale to
be counted as offsets to spending under the Balanced Budget and Deficit Control
Act of 1985. The ultimate outcome of this proposal in Congress cannot be
predicted with certainty.

MEMBERS' RELATIONSHIP WITH RUS

Federal loan programs providing direct loans from RUS to electric
cooperatives have been a major source of funding for the Members. Recent changes
and proposals for further changes have made the direct loan program administered
by RUS more costly. Uncertainties continue about the level of funding available
under the RUS loan program. The Rural Electrification Loan Restructuring Act of
1993 eliminated the long-standing 5% loan program and substituted a new program,
the interest rates for which are based on rates being paid on municipal bonds
with comparable maturities. Certain borrowers with either low consumer density
or higher-than-average rates and lower-than-average consumer income have a 7%
cap on interest rates. The President's budget proposal for fiscal year 1996
includes a proposal to remove this 7% cap. The outcome of this budget proposal
and the future cost, availability and amount of RUS direct and guaranteed loans
cannot be predicted.

For further information regarding the RUS program, see "OGLETHORPE POWER
CORPORATION-- Relationship with RUS".

8
<PAGE>

THE POWER SUPPLY SYSTEM

GENERAL

Oglethorpe supplies the current capacity and energy requirements of the
Members from a combination of owned and leased generating plants and power
purchased under long-term contracts with other power suppliers. These resources
are scheduled and dispatched so as to minimize the operating cost of
Oglethorpe's system. In addition, Oglethorpe purchases and sells capacity and
energy in the bulk power market to make the best use of its resources and thus
minimize the cost of capacity and energy delivered to the Members.

The following table sets forth certain information with respect to the
generating facilities in which Oglethorpe currently has ownership or leasehold
interests, all of which are in commercial operation except for Rocky Mountain,
which is under construction and expected to be in commercial operation by the
Summer of 1995. The Edwin I. Hatch Plant ("Plant Hatch"), the Hal B. Wansley
Plant ("Plant Wansley"), the Alvin W. Vogtle Plant ("Plant Vogtle") and the
Robert W. Scherer Units No. 1 and No. 2 ("Scherer Units No. 1 and No. 2") are
co-owned by Oglethorpe, GPC, the Municipal Electric Authority of Georgia
("MEAG") and the City of Dalton ("Dalton"). GPC is the operating agent for each
of these plants, except Rocky Mountain. Rocky Mountain is co-owned by Oglethorpe
and GPC, and Oglethorpe is the construction and operating agent. Oglethorpe is
the sole owner of the Tallassee Project at the Walter W. Harrison Dam
("Tallassee"). (See "CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION
AGREEMENTS--The Plant Agreements".)

<TABLE>
<CAPTION>
OGLETHORPE'S
SHARE OF NAME- COMMERCIAL LICENSE
TYPE OF PERCENTAGE PLATE CAPACITY OPERATION EXPIRATION
FUEL INTEREST(1) (MW) DATE DATE
----------- --------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
FACILITIES IN SERVICE:
Plant Hatch (near Baxley)
Unit No. 1 Nuclear 30 243.0 1975 2014
Unit No. 2 Nuclear 30 246.0 1979 2018
Plant Vogtle (near Waynesboro)
Unit No. 1 Nuclear 30 348.0 1987 2027
Unit No. 2 Nuclear 30 348.0 1989 2029
Plant Wansley (near Carrollton)
Unit No. 1 Coal 30 259.5 1976 N/A(3)
Unit No. 2 Coal 30 259.5 1978 N/A(3)
Combustion Turbine Oil 30 14.8 1980 N/A(3)
Plant Scherer (near Forsyth)
Unit No. 1 Coal 60 490.8 1982 N/A(3)
Unit No. 2 Coal 60 490.8 1984 N/A(3)
Tallassee (near Athens) Hydro 100 2.1 1986 2023
-------

Total in Service 2,702.5

FACILITIES UNDER CONSTRUCTION:
Rocky Mountain Pumped
(near Rome) Storage 75(2) 635.9 1995 2027
Hydro
-------

Total Ownership 3,338.4
-------
-------
<FN>
------------------------------

(1) Oglethorpe has an ownership interest in all of the facilities except
Scherer Unit No. 2. The 60% interest in Scherer Unit No. 2 is leased under
leases that expire in 2013, subject to options to renew for a total of 8.5
years.

(2) Represents Oglethorpe's estimated ownership interest upon completion.
Oglethorpe's ultimate ownership interest is proportional to its investment
in the project relative to GPC's investment. (See "Future Power
Resources--ROCKY MOUNTAIN" herein.)

(3) Coal-fired units and combustion turbines do not operate under operating
licenses similar to those granted to nuclear units by the Nuclear
Regulatory Commission and to hydroelectric plants by the Federal Energy
Regulatory Commission.
</TABLE>

9
<PAGE>

Upon completion of Rocky Mountain, Oglethorpe will own or lease 1,500.6 MW
of coal-fired capacity, 1,185 MW of nuclear-fueled capacity, an estimated 635.9
MW of pumped storage hydroelectric capacity, 14.8 MW of oil-fired combustion
turbine capacity and 2.1 MW of conventional hydroelectric capacity.

Oglethorpe and the other co-owners of the above plants also own
transmission facilities which together form the ITS. Through agreements, common
access to the combined facilities that compose the ITS enables the owners to use
their combined resources to make deliveries to their respective consumers, to
provide transmission service to third parties and to make off-system purchases
and sales. (See "Transmission and Other Power System Arrangements" herein and
"CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--Agreements
Relating to Integrated Transmission System".)

PLANT PERFORMANCE

The following table sets forth certain operating performance information
of each of the major generating facilities in which Oglethorpe currently has
ownership or leasehold interests, except for Rocky Mountain which is not yet in
commercial operation:

<TABLE>
<CAPTION>
EQUIVALENT AVAILABILITY(1) CAPACITY FACTOR(2)
------------------------------------ -------------------------------------
Unit 1994 1993 1992 1994 1993 1992
------------------------------- ----------- ----------- ---------- ----------- ----------- -----------

<S> <C> <C> <C> <C> <C> <C>
Plant Hatch
Unit No. 1 84% 76% 95% 85% 77% 95%
Unit No. 2 78 75 70 79 75 70
Plant Vogtle
Unit No. 1 86 85 96 86 86 96
Unit No. 2 91 87 80 91 87 80
Plant Wansley
Unit No. 1 92 88 92 62 71 76
Unit No. 2 88 90 92 58 73 77
Plant Scherer
Unit No. 1 97 88 95 64 36 17
Unit No. 2 85 95 100 60 37 29
<FN>
------------------------

(1) Equivalent Availability is a measure of the percentage of time that a unit
was available to generate if called upon, adjusted for periods when the
unit is partially derated from the "maximum dependable capacity" rating.

(2) Capacity Factor is a measure of the output of a unit as a percentage of the
maximum output, based on the "maximum dependable capacity" rating, over the
period of measure.
</TABLE>

The nuclear refueling cycle for Plants Hatch and Vogtle exceeds twelve
months. Therefore, in some calendar years the units at these plants are not
taken out of service for refueling, resulting in higher levels of equivalent
availability and capacity factor.

Although Plant Scherer is designed for base load operation, it has
primarily operated in peaking service due to the historically higher cost of its
fuel supply (low-sulfur coal under long-term contracts) relative to the cost of
Oglethorpe's other resources. Thus, the capacity factors for Scherer Units No. 1
and No. 2 have been lower than those typical of base loaded units. However, with
the acquisition of lower cost low-sulfur coal from the western United States,
utilization of Scherer Units No. 1 and No. 2 was higher in 1994. Oglethorpe's
management anticipates continued higher utilization of Scherer Units No. 1 and
No. 2 in the future.

10
<PAGE>

FUEL SUPPLY

Coal for Plant Wansley is purchased under long-term contracts, which are
estimated to be sufficient to provide the majority of the coal requirements of
Plant Wansley through 1997, with the remainder being provided through spot
market transactions. As of February 28, 1995, there was a 70-day coal supply at
Plant Wansley based on nameplate rating.

Low-sulfur "compliance" coal for Scherer Units No. 1 and No. 2 is
purchased under long-term contracts and spot market transactions. As of February
28, 1995, the coal stockpile at Plant Scherer contained a 39-day supply based on
nameplate rating. During 1994 Plant Scherer was converted to burn both
sub-bituminous and bituminous coals, and a separate stockpile of sub-bituminous
coal was built in addition to the stockpile of bituminous coal.

The Scherer ownership and operating agreements were amended in 1993 to
allow each co-owner (i) to dispatch separately its respective ownership interest
in conjunction with contracting separately for long-term coal purchases procured
by GPC and (ii) to procure separately long-term coal purchases. Pursuant to the
amendments, Oglethorpe implemented separate dispatch in 1994. Oglethorpe intends
to continue to use GPC as its agent for fuel procurement. The co-owners have
negotiated similar amendments to the Plant Wansley Operating Agreement. Upon
approval by RUS, Oglethorpe expects to implement separate dispatch at Plant
Wansley as well.

To take advantage of these changes at Plants Scherer and Wansley,
Oglethorpe formed a wholly owned subsidiary to acquire rail cars designed for
hauling coal from the western coal mining regions. The subsidiary, Black Diamond
Energy, Inc., has acquired 231 cars. Oglethorpe has entered into an initial
15-year lease with the subsidiary which obligates Oglethorpe to pay all of the
ownership and operating expenses of the subsidiary relating to the leased rail
cars during the lease term.

For information relating to the impact that the Clean Air Act will have on
Oglethorpe, see "Environmental and Other Regulations" herein.

GPC, as operating agent, has the responsibility to procure nuclear fuel
for Plants Hatch and Vogtle. GPC has contracted with Southern Nuclear Operating
Company ("SONOPCO") to provide nuclear services, including nuclear fuel
procurement. SONOPCO employs both spot purchases and long-term contracts to
satisfy nuclear fuel requirements. The nuclear fuel supply and related services
are expected to be adequate to satisfy current and future nuclear generation
requirements.

Plants Hatch and Vogtle currently have on-site spent fuel storage
capacity. Based on normal operations and retention of all spent fuel in the
reactor, it is anticipated that existing on-site pool capacity would not be
sufficient in 2003 and 2009, respectively, to accept the number of spent fuel
assemblies that would normally be removed from the reactor during a refueling.
Contracts with the Department of Energy ("DOE") have been executed to provide
for the permanent disposal of spent nuclear fuel produced at Plants Hatch and
Vogtle. The services to be provided by DOE are scheduled to begin in 1998;
however, the DOE has stated that permanent nuclear waste storage facilities will
not be available by that date, and it is uncertain when they will be available.
If DOE does not begin receiving the spent fuel from Plant Hatch in 2003 or from
Plant Vogtle in 2009, alternative methods of spent fuel storage will be needed.
One option available is expansion of spent fuel storage at the plant sites. (See
"Environmental and Other Regulations" herein for a discussion of the Nuclear
Waste Policy Act and Note 1 of Notes to Financial Statements in Item 8 regarding
nuclear fuel cost.)

PROPOSED CHANGES TO NUCLEAR PLANT OPERATING ARRANGEMENTS

In September 1992, GPC filed applications with the Nuclear Regulatory
Commission (the "NRC") to add SONOPCO to the operating license of each unit of
Plants Hatch and Vogtle and designate SONOPCO as the operator. The application
is currently pending before the Atomic Safety and Licensing Board. SONOPCO, a
subsidiary of The Southern Company specializing in nuclear services, currently
provides certain operating, maintenance, and other services to GPC in accordance
with the Amended and Restated Nuclear Managing Board Agreement (the "Amended

11
<PAGE>

and Restated NMBA") and the agreements referenced in the Amended and Restated
NMBA. The co-owners have agreed to a Nuclear Operating Agreement between
GPC and SONOPCO, which will be entered into in the event the NRC
approves the application. (See "CO-OWNERS OF THE PLANTS AND THE PLANT AND
TRANSMISSION AGREEMENTS--The Plant Agreements--HATCH, WANSLEY, VOGTLE AND
SCHERER".)

POWER SALES TO AND PURCHASES FROM GPC

A significant portion of Oglethorpe's sales are made to GPC and a
significant portion of Oglethorpe's purchased power is obtained from GPC. The
following table sets forth a summary of Oglethorpe's electric purchases from and
sales to GPC and all other utilities as a group:

<TABLE>
<CAPTION>
MWH
--------------------
1994 1993
--------- ---------
<S> <C> <C>
SOURCES OF ENERGY:
Owned or Leased Generation..................... 16,924,038 14,575,920
Purchased -- GPC............................... 2,632,039 5,198,356
-- Others............................ 1,749,048 2,422,459
---------- ----------
Total Sources........................ 21,305,125 22,196,735
---------- ----------
---------- ----------

DISTRIBUTION OF ENERGY:
Members........................................ 16,285,127 16,253,283
Non-Members -- GPC............................. 2,140,526 3,432,542
-- Others.......................... 2,067,443 1,617,684
Transmission Losses............................. 812,029 893,226
--------- ---------
Total Distribution................... 21,305,125 22,196,735
---------- ----------
---------- ----------
</TABLE>

The sales to GPC are made under the GPC Sell-back (as herein defined) and
the Coordination Services Agreement (the "CSA"). The purchases from GPC are made
under the Block Power Sale Agreement (the "BPSA") and the CSA.

GPC SELL-BACK

Pursuant to the contractual arrangements with GPC, Oglethorpe has an
obligation to sell to GPC, and GPC has an obligation to buy from Oglethorpe,
commencing with the commercial operation of each co-owned unit (other than Rocky
Mountain) and extending for various periods, a declining percentage of
Oglethorpe's entitlement to the capacity and energy of such unit (the "GPC
Sell-back"). The GPC Sell-back has expired in accordance with its terms for all
units, except for Unit No. 2 of Plant Vogtle, which will expire at the end of
May 1995. For 1994, the GPC Sell-back represented 3% of total energy sales by
Oglethorpe. Capacity and energy revenues from the GPC Sell-back represented 4%
of Oglethorpe's total revenues in 1994.

As GPC's entitlement to capacity and energy under the GPC Sell-back has
decreased and continues to decrease, Oglethorpe's increased entitlement to the
output of each unit has been and will continue to be used to serve its own
requirements. The increased costs thereof will be recovered through Member rates
and through off-system sales transactions. The historical ability of Oglethorpe
to sell power from new units to GPC under the GPC Sell-back while at the same
time purchasing power from GPC under lower-cost arrangements has enabled
Oglethorpe to moderate the effects of the higher costs associated with new
generating units on Oglethorpe's costs of service, and therefore on the rates
charged the Members. (See "CO-OWNERS OF THE PLANTS AND THE PLANT AND
TRANSMISSION AGREEMENTS--The Plant Agreements--HATCH, WANSLEY, VOGTLE AND
SCHERER", General--HISTORICAL FACTORS AFFECTING FINANCIAL PERFORMANCE in Item 7
and Note 1 of Notes to Financial Statements in Item 8.)

12
<PAGE>

POWER PURCHASE ARRANGEMENTS

Oglethorpe currently purchases 1,250 MW of capacity and associated energy
from GPC on a take-or-pay basis under the BPSA, which extends through December
31, 2002. The BPSA, along with the Revised and Restated Integrated Transmission
System Agreement (the "ITSA") and the CSA, became effective in 1991. Together
these agreements enabled Oglethorpe to restructure the way it plans for and
meets the Members' power requirements. These agreements have improved
Oglethorpe's ability to buy and sell power and transmission services in the bulk
power markets. The capacity purchases under the BPSA are from six Component
Blocks (as defined in the BPSA), composed of four Component Blocks of 250 MW
each (coal-fired units) and two Component Blocks of 125 MW each (combustion
turbine units). Although Oglethorpe may not increase its capacity purchases
under the BPSA, it may reduce or extend its purchases of one or more Component
Blocks upon proper notice to GPC. Oglethorpe has given notice of its intent to
reduce one 250 MW Component Block (coal-fired units) effective September 1, 1996
and is currently negotiating a replacement purchase. The capacity in one or more
Component Blocks may, however, be less than 250 MW, as the result of scheduled
retirement of units or retirements due to force majeure events. All units in the
combustion turbine Component Blocks are scheduled to be retired by 2003.

Under the CSA, GPC provides various control-area services to Oglethorpe.
Oglethorpe schedules and directs GPC to dispatch and coordinate power from all
of Oglethorpe's generation and purchased power resources through December 31,
1999. The CSA requires Oglethorpe to give GPC one hour's notice in order to
schedule any off-system transactions, which will limit Oglethorpe's ability to
compete with GPC for short-term energy transactions requiring less than one
hour's notice. Oglethorpe may elect to establish its own control area and
terminate regulation services under the CSA upon one year's notice to GPC. Upon
such termination, the parties will, if necessary, negotiate new service
schedules and applicable rates. In order to optimize its use of coordination
services, Oglethorpe is currently installing the equipment that would provide
Oglethorpe with the capability to operate its own control area.

For a further discussion of the new power supply arrangements, see "Other
Power Purchases", "Future Power Resources", and "Transmission and Other Power
System Arrangements" herein, and "CO-OWNERS OF THE PLANTS AND THE PLANT AND
TRANSMISSION AGREEMENTS--The Plant Agreements--HATCH, WANSLEY, VOGTLE AND
SCHERER".

OTHER POWER PURCHASES

Oglethorpe has entered into power purchase contracts with Entergy Power,
Inc. ("EPI") and Big Rivers Electric Corporation ("Big Rivers"), each for the
purchase of 100 MW, extending through June and July 2002, respectively. The
availability of capacity under the EPI contract is dependent on the availability
of two specific generating units available to EPI. The Tennessee Valley
Authority ("TVA") provides the transmission service to deliver the power from
the Big Rivers electric system to the ITS. TVA and Southern
Company Services, as agent for Alabama Power Company and Mississippi Power
Company, provide the transmission service necessary to deliver the power from
EPI to the ITS. (See "Transmission and Other Power System Arrangements" herein
and Note 9 of the Financial Statements in Item 8.)

In 1992, Oglethorpe entered into a contract for the purchase of
approximately 300 MW of capacity (subject to change annually by a demonstrated
capacity test) with Hartwell Energy Limited Partnership ("Hartwell"), a
partnership owned 50% by Destec Energy, Inc. and 50% by American National Power,
Inc., a subsidiary of National Power, PLC. Commercial operation of the facility
began in April 1994. The contract will expire in April 2019. Oglethorpe intends
to use the units for peaking capacity but has the right fully to dispatch the
units.

In addition to the purchases from GPC, Big Rivers and EPI, Oglethorpe also
purchases small amounts of capacity and energy from "qualifying facilities"
under the Public Utility Regulatory Policies Act of 1978 ("PURPA"). Under a
waiver order from FERC, Oglethorpe will make all purchases the Members would
have otherwise been required to make under PURPA and Oglethorpe was relieved of
its obligation to sell certain services to "qualifying facilities" so long as
the Members make those sales. Oglethorpe provides the Members with the necessary
services to fulfill these sale obligations. Purchases by Oglethorpe from such
qualifying facilities provided 0.4% of Oglethorpe's energy requirements for the
Members in 1994.

13
<PAGE>

FUTURE POWER RESOURCES

Oglethorpe uses an integrated resource planning process to study regularly
the need for and feasibility of adding additional generation facilities. This
planning process also considers demand-side management options that could be
implemented by the Members as well as off-system sales of capacity and energy to
optimize the use of Oglethorpe's resources. Oglethorpe's current resources (both
owned or leased generation and purchased power) consist predominately of
resources that can be best used in base-load operation. As a result, all of
Oglethorpe's currently planned resource additions are for peaking capacity. To
further optimize the use of its resources, Oglethorpe is seeking to sell certain
amounts of base capacity and associated energy and to replace it with the
acquisition of peaking capacity when necessary (see "Future Long-Term Power
Sales" herein).

ROCKY MOUNTAIN

Rocky Mountain is a pumped storage hydroelectric facility with no
conventional hydroelectric capability. The facility is designed to consist of
three units with a combined nameplate rating of 847.8 MW at maximum head and a
FERC-licensed capacity of 760 MW at minimum head. Under optimal operations, the
maximum output of the plant will decline steadily over a period of approximately
eight hours as the upper reservoir is emptied.

In 1988, Oglethorpe acquired from GPC an undivided ownership interest in
Rocky Mountain. Under the Rocky Mountain ownership arrangement, Oglethorpe, as
agent, is responsible for the design, construction and operation of Rocky
Mountain.

The license issued by FERC for Rocky Mountain expires in 2027. Among other
conditions, the license requires that construction be completed by June 1, 1996.
As of February 28, 1995, Rocky Mountain was approximately 98% complete. All
units of Rocky Mountain are currently scheduled to be in commercial operation by
the Summer of 1995. Construction at Rocky Mountain is currently on schedule and
under budget.

Under the Ownership Participation Agreement (as hereinafter defined), GPC
has not been required to expend any funds for construction of Rocky Mountain
since December 15, 1988, and is not required to make any additional
contributions. Oglethorpe is required to finance and complete Rocky Mountain.
(See "Liquidity and Capital Resources" in Item 7.) Each party's undivided
interest in Rocky Mountain is equal to the proportion that its respective
investment bears to the total investment in Rocky Mountain (excluding each
party's cost of funds and ad valorem taxes). (See "CO-OWNERS OF THE
PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS--The Plant Agreements--ROCKY
MOUNTAIN".) As of December 31, 1994, Oglethorpe's ownership interest in
Rocky Mountain was approximately 73%. Based on current arrangements,
Oglethorpe's ultimate ownership interest in Rocky Mountain is estimated to
be approximately 75%, with GPC owning the remaining 25%.

OTHER FUTURE RESOURCES

In its current integrated resource plan, Oglethorpe has identified a
potential need for additional peaking capacity in the late 1990s. Oglethorpe has
agreed to purchase from Florida Power Corporation 50 MW of peaking capacity
during the Summer of 1997 and 275 MW of peaking capacity during the Summer of
1998. In 1993, Oglethorpe issued a Request for Proposals for the purchase of up
to 600 MW of long-term peaking capacity to be available by June 1, 1999.
Oglethorpe is reviewing the proposals it received in 1994. From the responses
(which proposed almost 26,000 MW of peaking capacity), Oglethorpe has selected a
short list of suppliers that best meet its future capacity needs on the basis of
price, risk, and flexibility. Oglethorpe is negotiating with these companies and
expects to award final contracts in late 1995 or early 1996.

TRANSMISSION AND OTHER POWER SYSTEM ARRANGEMENTS

Oglethorpe owns approximately 2,230 miles of transmission line and 420
substations of various voltages. Oglethorpe provides power and energy to the
Members through the ITS consisting of transmission system facilities owned by
Oglethorpe, GPC, MEAG and Dalton. As a result of its participation in the ITS,
Oglethorpe is entitled to use

14
<PAGE>

any of the transmission facilities included in the system, regardless of
ownership. Oglethorpe's rights and obligations with respect to the system
are governed by the ITSA. (See "Power Sales to and Purchases from
GPC--POWER PURCHASE ARRANGEMENTS" herein and "CO-OWNERS OF THE PLANTS AND
THE PLANT AND TRANSMISSION AGREEMENTS--Agreements Relating to Integrated
Transmission System".)

In addition to the interconnections available to Oglethorpe through the
ITS, Oglethorpe has interconnection, interchange, transmission and/or short-term
capacity and energy purchase or sale agreements with over 20 utilities and other
power suppliers. The agreements provide variously for the purchase and/or sale
of capacity and energy and/or for transmission service. Implementation of such
contracts and other off-system transactions are accomplished by the CSA. (See
"Power Sales to and Purchases from GPC--POWER PURCHASE ARRANGEMENTS" herein.)
Oglethorpe has purchased from GPC sufficient entitlement to the interface
between the ITS and TVA to implement the purchases from Big Rivers and EPI.
Oglethorpe regularly buys and sells power in the short-term bulk power market.
The development of and access to a statewide transmission network and the
interconnections with other utilities are key elements in Oglethorpe's ability
to make off-system sales and purchases, to provide transmission service to third
parties and to compete in an increasingly competitive market.

FUTURE LONG-TERM POWER SALES

Oglethorpe has an agreement to sell 100 MW of base capacity to Alabama
Electric Cooperative beginning June 1, 1998, and extending through December 31,
2005. Oglethorpe has also submitted bids to various formal and informal
solicitations for capacity sales. Whether any such bid will be successful is
uncertain.

ENVIRONMENTAL AND OTHER REGULATIONS

GENERAL

As is typical in the utility industry, Oglethorpe is subject to Federal,
State and local air and water quality requirements which, among other things,
regulate emissions of particulate matter, sulfur oxides and nitrogen oxides
("NOx") into the air and discharges of pollutants, including heat, into waters
of the United States. Oglethorpe is also subject to Federal, State and local
waste disposal requirements which regulate the manner of transportation, storage
and disposal of solid and other waste. In general, environmental requirements
are becoming increasingly stringent, and further or new requirements may
substantially increase the cost of electric service by requiring changes in the
design or operation of existing facilities as well as changes or delays in the
location, design, construction or operation of new facilities. Failure to comply
with these requirements could result in the imposition of civil and criminal
penalties as well as the complete shutdown of individual generating units not in
compliance. There is no assurance that the units in operation or under
construction will always remain subject to the regulations currently in effect
or will always be in compliance with future regulations.

Compliance with environmental standards or deadlines will continue to be
reflected in Oglethorpe's capital and operating costs. Oglethorpe's direct
capital costs to achieve compliance with environmental requirements are expected
to be approximately $2.1 million in 1995, $5.9 million in 1996 and $6.7 million
in 1997.

CLEAN AIR ACT

The Clean Air Act seeks to improve the ambient air quality throughout the
United States. The acid rain provisions of Title IV require the reduction of
sulfur dioxide and NOx emissions from affected units, including coal-fired
electric power facilities. The sulfur dioxide reductions required by Title IV
will be achieved in two phases. Phase I addresses specific generating units
named in the Clean Air Act. Both units of Plant Wansley are "affected units"
under Phase I. Scherer Units No. 1 and No. 2 are not "affected units" under
Phase I but are "affected units" under Phase II. Beginning in 1995, Phase I
affected units become subject to the sulfur dioxide emission allowance trading
program. Emission allowances are issued by the U.S. Environmental Protection
Agency ("EPA"), based on statutory allocations in Phase I and on fossil fuel
consumption for affected units from 1985 through 1987 for Phase II. An
allowance, which

15
<PAGE>

gives the holder the authority to emit one ton of sulfur dioxide during a
calendar year, is transferable and can be bought, sold or banked for use
in the years following its issuance. Oglethorpe expects to achieve
compliance with Phase I through the use of its allowances coupled with
switching to lower sulfur coal, a compliance strategy that has required some
equipment upgrades at Plant Wansley and may result in unused allowances that can
be banked for future use.

For Phase II, which begins in the year 2000, when total U.S. emissions of
sulfur dioxide will be capped at 8.9 million tons, Oglethorpe could use a
variety of options for sulfur dioxide compliance, including use of emission
allowances (allocated, banked or purchased, if needed), fuel-switching or
installation of flue gas desulfurization equipment. Achieving compliance with
Phase II has already resulted in some equipment upgrades at Scherer Units No. 1
and No. 2.

NOx regulations implementing the requirements of Title IV have not yet
been finalized. Depending on those NOx rules when finalized, additional
expenditures for pollution control equipment may be incurred.

In general, compliance with the Clean Air Act will require expenditures
for monitoring and permitting, and in some instances may involve increased
operating or maintenance expenses. Capital expenditures of Oglethorpe through
1994 for pollution control equipment needed to comply with the Clean Air Act at
Plant Wansley have been approximately $6.2 million and at Scherer Units No. 1
and No. 2 have been approximately $720,000. The estimated cost of any additional
improvements at Plant Wansley and Scherer Units No. 1 and No. 2 will be
dependent upon the chosen compliance plan and may be affected by future plan
amendments and future regulation. In addition, the final capital cost of
improvements and any effect on operating costs will be determined by the
compliance plan as finally implemented and any applicable regulatory
changes.

Metropolitan Atlanta is classified as a "serious nonattainment area" with
regard to the ozone ambient air quality standards. Title I of the Clean Air Act,
under which these standards are promulgated, requires the State of Georgia to
conduct specific studies and establish new rules regulating sources of NOx and
volatile organic compounds, to achieve attainment of the standards by 1999 and
to maintain compliance thereafter. As a required first step, Georgia has issued
rules for the application of reasonably available control technology for NOx
emissions. Those regulations, however, did not affect Plant Wansley or Scherer
Units No. 1 and No. 2, which are not in the Atlanta ozone nonattainment area.
Georgia is still performing photochemical grid modeling, however, and as a
result may yet promulgate new Title I rules for power plants in the State. Plant
Wansley is near the non-attainment area while Plant Scherer is located further
away. The results of these studies and new rules could require NOx controls more
stringent than those now required for Title IV compliance. Title III of the
Clean Air Act Amendments requires that several studies be conducted regarding
the health effects of power plant emissions of certain hazardous air pollutants.
The studies will be used in making decisions on whether additional controls of
these pollutants are necessary. The effect of any of these potential regulatory
changes under Titles I or III, including new rules under the amended provisions,
cannot now be predicted.

The Clean Air Act requires EPA to review all National Ambient Air Quality
Standards ("NAAQS") periodically, revising such standards as necessary. EPA
continues to evaluate the need for a new short-term standard for sulfur oxides
(measured as sulfur dioxide). Preliminary results from an EPA study indicate
that a new short-term NAAQS for sulfur dioxide might require numerous power
plants to install emission controls, perhaps in addition to any required under
Title IV of the Clean Air Act. These controls could result in substantial costs
to Oglethorpe. Although EPA has evaluated the need and decided for now not to
revise the NAAQS for nitrogen dioxides, there is no guarantee that that standard
will not be revised in the future. In addition, EPA is updating the criteria
document and staff paper for ozone, which could lead to a change in the NAAQS
for ozone. EPA is also preparing a criteria document and staff paper for
particulate matter, which could lead to a revision of the NAAQS for particulate
matter. The impact of any change in the ozone, sulfur dioxide, nitrogen dioxides
or particulate matter NAAQS cannot now be determined because the effect of any
change would depend in part on the final ambient standards. Congress is
considering reopening portions of the Clean Air Act for amendment. The impact of
such amendments can not be predicted at this time and will depend on the final
legislation and development of any implementing regulations.

Although Oglethorpe's management is currently unable to determine the
overall effect that compliance with requirements under the Clean Air Act will
have on its operations, it does not believe that any required increases in
capital or operating expenses would have a material effect on its results of
operations or financial condition. Compliance with requirements under the Clean
Air Act may also require increased capital or operating expenses on the

16
<PAGE>

part of GPC. Any increases in GPC's capital or operating expenses may cause an
increase in the cost of power purchased from GPC. (See "Power Sales to and
Purchases from GPC--POWER PURCHASE ARRANGEMENTS" herein.)

CLEAN WATER ACT

Congress is considering reauthorizing the Clean Water Act. If that occurs,
Oglethorpe's operations could be affected. However, the full impact of any
reauthorization cannot now be determined and will depend on the specific changes
to the statute, as well as to any implementing state or federal regulations that
might be promulgated.

NUCLEAR REGULATION

Oglethorpe is subject to the provisions of the Atomic Energy Act of 1954,
as amended (the "Atomic Energy Act"), which vests jurisdiction in the NRC over
the construction and operation of nuclear reactors, particularly with regard to
certain public health, safety and antitrust matters. The National Environmental
Policy Act has been construed to expand the jurisdiction of the NRC to consider
the environmental impact of a facility licensed under the Atomic Energy Act.
Plants Hatch and Vogtle are being operated under licenses issued by the NRC. All
aspects of the operation and maintenance of nuclear power plants are regulated
by the NRC. From time to time, new NRC regulations require changes in the
design, operation and maintenance of existing nuclear reactors. Operating
licenses issued by the NRC are subject to revocation, suspension or
modification, and the operation of a nuclear unit may be suspended if the NRC
determines that the public interest, health or safety so requires. (See
"Proposed Changes to Nuclear Plant Operating Arrangements" herein.)

Pursuant to the Nuclear Waste Policy Act of 1982, as amended, the Federal
government has the regulatory responsibility for the final disposition of
commercially produced high-level radioactive waste materials, including spent
nuclear fuel. Such Act requires the owner of nuclear facilities to enter into
disposal contracts with DOE for such material. These contracts require each such
owner to pay a fee which is currently one dollar per MWh for the net electricity
generated and sold by each of its reactors. (See "Fuel Supply" herein.)

For information concerning nuclear insurance, see Note 8 of Notes to
Financial Statements in Item 8. For information regarding NRC's regulation
relating to decommissioning of nuclear facilities and regarding DOE's
assessments pursuant to the Energy Policy Act for decontamination and
decommissioning of nuclear fuel enrichment facilities, see Note 1 of Notes to
Financial Statements in Item 8.

OTHER ENVIRONMENTAL REGULATION

In 1993, EPA issued a ruling confirming the non-hazardous status of coal
ash. That ruling may apply, however, only to situations where those wastes are
not co-managed, i.e. not mixed with other wastes. Pursuant to court order, EPA
has until 1998 to classify co-managed utility wastes as either hazardous or non-
hazardous. If the wastes are classified as hazardous, substantial additional
costs for the management of such wastes might be required, although the full
impact would depend on the subsequent development of requirements pertaining to
these wastes.

Oglethorpe is subject to other environmental statutes including, but not
limited to, the Toxic Substances Control Act, the Resource Conservation &
Recovery Act ("RCRA"), the Endangered Species Act ("ESA"), the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), and the
Emergency Planning and Community Right to Know Act, and to the regulations
implementing these statutes. Oglethorpe does not believe that compliance with
these statutes and regulations will have a material impact on its operations.
Changes to any of these laws, however, could affect many areas of Oglethorpe's
operations. Congress is considering amending the ESA and reauthorizing CERCLA
and perhaps RCRA. Moreover, Congress is considering regulatory reform
legislation that could impact the development and implementation of
environmental regulations. Although compliance with new environmental
legislation could have a significant impact on Oglethorpe, those impacts cannot
be fully determined at this time and would depend in part on the final
legislation and the development of implementing regulations.

The scientific community, regulatory agencies and the electric utility
industry are continuing to examine the issues of global warming and the possible
health effects of electromagnetic fields. While no definitive scientific
conclusions have been reached regarding these issues, it is possible that new
laws or regulations pertaining to these

17
<PAGE>

matters could increase the capital and operating costs of electric utilities,
including Oglethorpe or entities from which Oglethorpe purchases power. In
addition, the potential for liability exists from lawsuits that might be brought
alleging damages from electromagnetic fields.

ENERGY POLICY ACT

The Energy Policy Act allows for increased competition among wholesale
electric suppliers and increased access to transmission services by such
suppliers. It creates a new class of utilities called Exempt Wholesale
Generators ("EWGs"), which are exempt from certain restrictions otherwise
imposed by the Public Utility Holding Company Act. The effect of this exemption
is to facilitate the development of independent third-party generators
potentially available to satisfy utilities' needs for increased power supplies.
(See "Future Power Resources--OTHER FUTURE RESOURCES" herein.) Unlike purchases
from qualifying facilities under PURPA (see "Other Power Purchases" herein),
however, utilities have no statutory obligation to purchase power from EWGs.
Furthermore, EWGs are precluded from making direct sales to retail electricity
customers.

The Energy Policy Act also broadens the authority of FERC to require a
utility to transmit power to or on behalf of other participants in the electric
utility industry, including EWGs and qualifying facilities, but FERC is
precluded from requiring a utility to transmit power from another entity
directly to a retail customer.

<PAGE>

CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS

CO-OWNERS OF THE PLANTS

Plants Hatch, Vogtle, Wansley and Scherer Units No. 1 and No. 2 are
co-owned by Oglethorpe, GPC, MEAG and Dalton, and Rocky Mountain is co-owned by
Oglethorpe and GPC. Each such co-owner owns, and Oglethorpe owns or leases,
undivided interests in the amounts shown in the following table (which excludes
the Plant Wansley combustion turbine). GPC is the construction and operating
agent for each of these plants, except for Rocky Mountain for which Oglethorpe
is the construction and operating agent. (See "The Plant Agreements" herein.)

NUCLEAR COAL-FIRED PUMPED STORAGE
-------------------------------- -------------------------------- --------------
PLANT PLANT PLANT SCHERER UNITS ROCKY
HATCH VOGTLE WANSLEY NO. 1 & NO. 2 MOUNTAIN(3) TOTAL
-------------- --------------- -------------- -------------- ------------- ------
% MW(1) % MW(1) % MW(1) % MW(1) % MW(1) MW(1)
---- ----- --- ----- --- ----- --- ----- --- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Oglethorpe . . 30.0 489 30.0 696 30.0 519 60.0(2) 982 75(4) 636 3,322
GPC. . . . . . 50.1 817 45.7 1,060 53.5 926 8.4 137 25(4) 212 3,152
MEAG . . . . . 17.7 288 22.7 527 15.1 261 30.2 494 -- -- 1,570
Dalton . . . . 2.2 36 1.6 37 1.4 24 1.4 23 -- -- 120
----- ----- ----- ----- ----- ----- ----- ----- --- --- -----
Total. . . . . 100.0 1,630 100.0 2,320 100.0 1,730 100.0 1,636 100 848 8,164
----- ----- ----- ----- ----- ----- ----- ----- --- --- -----
----- ----- ----- ----- ----- ----- ----- ----- --- --- -----
<FN>
-----------------------

(1) Based on nameplate ratings.

(2) Oglethorpe leases its interest in Scherer Unit No. 2 pursuant to long-term net leases.

(3) Rocky Mountain is currently under construction and scheduled to be in commercial operation by the Summer of 1995.

(4) Represents Oglethorpe's and GPC's estimated ownership interests upon completion. (See "The Plant Agreements--ROCKY MOUNTAIN"
herein.)
</TABLE>

GEORGIA POWER COMPANY

GPC is a wholly owned subsidiary of The Southern Company, a registered
holding company under the Public Utility Holding Company Act, and is engaged
primarily in the generation and purchase of electric energy and the
transmission, distribution and sale of such energy within the State of Georgia
at retail in over 600 communities (including Athens, Atlanta, Augusta, Columbus,
Macon, Rome and Valdosta), as well as in rural areas, and at wholesale to
Oglethorpe, MEAG and three municipalities. GPC is the largest supplier of
electric energy in the State of Georgia. (See "OGLETHORPE POWER CORPORATION--
Relationship with GPC".)

GPC is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission").
Copies of this material can be obtained at prescribed rates from the
Commission's Public Reference Section at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Certain securities of GPC are listed on the New York
Stock Exchange, and reports and other information concerning GPC can be
inspected at the office of such Exchange.

MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA

MEAG, an instrumentality of the State of Georgia, was created for the
purpose of providing electric capacity and energy to those political
subdivisions of the State of Georgia that owned and operated electric
distribution systems at that time. MEAG has entered into power sales contracts
with each of 47 cities and one county in the State of Georgia. Such political
subdivisions, located in 39 of the State's 159 counties, collectively serve more
than 250,000 electric customers.

<PAGE>

CITY OF DALTON, GEORGIA

The City of Dalton, located in northwest Georgia, supplies electric
capacity and energy to consumers in Dalton, and presently serves more than
10,000 residential, commercial and industrial customers.

THE PLANT AGREEMENTS

HATCH, WANSLEY, VOGTLE AND SCHERER

Oglethorpe's rights and obligations with respect to Plants Hatch, Wansley,
Vogtle and Scherer are contained in a number of contracts between Oglethorpe and
GPC and, in some instances, MEAG and Dalton. Oglethorpe is a party to four
Purchase and Ownership Participation Agreements ("Ownership Agreements") under
which it acquired from GPC a 30% undivided interest in each of Plants Hatch,
Wansley and Vogtle, a 60% undivided interest in Scherer Units No. 1 and No. 2
and a 30% undivided interest in those facilities at Plant Scherer intended to be
used in common by Scherer Units No. 1, No. 2, No. 3 and No. 4 (the "Scherer
Common Facilities"). Oglethorpe has also entered into four Operating Agreements
("Operating Agreements") relating to the operation and maintenance of Plants
Hatch, Wansley and Vogtle and Scherer, respectively. The Operating Agreements
and Ownership Agreements relating to Plants Hatch and Wansley are two-party
agreements between Oglethorpe and GPC. The other Operating Agreements and
Ownership Agreements are agreements among Oglethorpe, GPC, MEAG and Dalton. The
parties to each Ownership Agreement and each Operating Agreement are referred to
as "Participants" with respect to each such agreement.

In 1985, in four separate transactions, Oglethorpe sold its entire 60%
undivided ownership interest in Scherer Unit No. 2 to four separate owner trusts
established by four different institutional investors. (See Note 4 of Notes to
Financial Statements in Item 8.) Oglethorpe retained all of its rights and
obligations as a Participant under the Ownership and Operating Agreements
relating to Scherer Unit No. 2 for the term of the leases. (In the following
discussion, references to Participants "owning" a specified percentage of
interests include Oglethorpe's rights as a deemed owner with respect to its
leased interests in Scherer Unit No. 2.)

The Ownership Agreements appoint GPC as agent with sole authority and
responsibility for, among other things, the planning, licensing, design,
construction, renewal, addition, modification and disposal of Plants Hatch,
Vogtle, Wansley and Scherer Units No. 1 and No. 2 and the Scherer Common
Facilities. Under the Ownership Agreements, Oglethorpe is obligated to pay a
percentage of capital costs of the respective plants, as incurred, equal to the
percentage interest which it owns or leases at each plant. GPC has
responsibility for budgeting capital expenditures subject to, in the case of
Scherer Units No. 1 and No. 2, certain limited rights of the Participants to
disapprove capital budgets proposed by GPC and to substitute alternative capital
budgets and in the case of Plants Hatch and Vogtle, the right of any co-owner to
disapprove large discretionary capital improvements.

Each Operating Agreement gives GPC, as agent, sole authority and
responsibility for the management, control, maintenance, operation, scheduling
and dispatching of the plant to which it relates. However, as provided in the
recent amendments to the Plant Scherer Ownership and Operating Agreements,
Oglethorpe is separately dispatching its ownership share of Scherer Units No. 1
and No. 2. Similar amendments to the Plant Wansley Operating Agreement have been
negotiated and, upon approval of RUS, Oglethorpe expects to dispatch separately
its ownership share in Plant Wansley. (See "THE POWER SUPPLY SYSTEM--Fuel
Supply".) In 1990, the co-owners of Plants Hatch and Vogtle entered into the
NMBA which amended the Plant Hatch and Plant Vogtle Ownership and Operating
agreements, primarily with respect to GPC's reporting requirements, but did not
alter GPC's role as agent with respect to the nuclear plants. In 1993, the co-
owners entered into the Amended and Restated NMBA which provides for a managing
board (the "Nuclear Managing Board") to coordinate the implementation and
administration of the Plant Hatch and Plant Vogtle Ownership and Operating
Agreements and provides for increased rights for the co-owners regarding certain
decisions and allowed GPC to contract with a third party for the operation of
the nuclear units. In connection with the recent amendments to the Plant
Scherer Ownership and Operating Agreements, the co-owners of Plant Scherer
entered into the Plant Scherer Managing Board Agreement which provides for a
managing board (the "Plant Scherer Managing Board") to coordinate the
implementation and administration of the Plant Scherer Ownership and Operating
Agreements

<PAGE>

and provides for increased rights for the co-owners regarding certain decisions,
but does not alter GPC's role as agent with respect to Plant Scherer.

The Operating Agreements provide that Oglethorpe is entitled to a
percentage of the net capacity and net energy output of each plant or unit equal
to its percentage undivided interest owned or leased in such plant or unit,
subject to its obligation to sell capacity and energy to GPC as described below.
Except as otherwise provided, each party is responsible for a percentage of
Operating Costs (as defined in the Operating Agreements) and fuel costs of each
plant or unit equal to the percentage of its undivided interest which is owned
or leased in such plant or unit. For Scherer Units No. 1 and No. 2 and for
Plant Wansley, once the proposed amendments to the Plant Wansley Operating
Agreement are effective, each party will be responsible for variable Operating
Costs in proportion to the net energy output for its ownership interest, while
responsibility for fixed Operating Costs will continue to be equal to the
percentage undivided ownership interest which is owned or leased in such unit.
GPC is required to furnish budgets for Operating Costs, fuel plans and scheduled
maintenance plans subject to, in the case of Scherer Units No. 1 and No. 2,
certain limited rights of the Participants to disapprove such budgets proposed
by GPC and to substitute alternative budgets.

During the first seven years of Commercial Operation (as defined in the
Operating Agreement for Plant Vogtle) of Plant Vogtle, GPC is entitled to a
declining percentage of Oglethorpe's capacity and energy for all or a portion of
each contract year ending May 31. (See "THE POWER SUPPLY SYSTEM--Power Sales to
and Purchases from GPC--GPC SELL-BACK" and Note 1 of the Financial Statements in
Item 8.) Regardless of the amount of capacity available, GPC is obligated to
pay Oglethorpe monthly for the capacity of each unit to which it is entitled, if
any, an amount derived by a formula set forth in the Operating Agreement based
upon an average of GPC's annual fixed costs and Oglethorpe's annual fixed costs
with respect to each unit. In addition, GPC is responsible for the same
percentage of Oglethorpe's share of the Operating Costs and fuel-related costs
incurred.

The Ownership Agreements and Operating Agreements provide that, should a
Participant fail to make any payment when due, among other things, such
nonpaying Participant's rights to output of capacity and energy would be
suspended.

(See "THE POWER SUPPLY SYSTEM--Proposed Changes to Nuclear Plant Operating
Arrangements".)

TERMS. The Operating Agreement for Plant Hatch will remain in effect
with respect to Hatch Units No. 1 and No. 2 until 2009 and 2012, respectively.
The Operating Agreement for Plant Vogtle will remain in effect with respect to
each unit at Plant Vogtle until 2018. The Operating Agreement for Plant Wansley
will remain in effect with respect to Wansley Units No. 1 and No. 2 until 2016
and 2018, respectively. The Operating Agreement for Scherer Units No. 1 and No.
2 will remain in effect with respect to Scherer Units No. 1 and No. 2 until 2022
and 2024, respectively. Upon termination of each Operating Agreement, GPC will
retain such powers as are necessary in connection with the disposition of the
property of the applicable plant, and the rights and obligations of the parties
shall continue with respect to actions and expenses taken or incurred in
connection with such disposition.

ROCKY MOUNTAIN

Oglethorpe's rights and obligations with respect to Rocky Mountain are
contained in several contracts between Oglethorpe and GPC, the co-owners of
Rocky Mountain. Pursuant to Rocky Mountain Pumped Storage Hydroelectric
Ownership Participation Agreement, by and between Oglethorpe and GPC (the
"Ownership Participation Agreement"), on December 15, 1988, Oglethorpe acquired
a 3% undivided interest in Rocky Mountain, together with a future interest in
the remaining 97% undivided interest. In connection with this acquisition,
Oglethorpe and GPC also entered into the Rocky Mountain Pumped Storage
Hydroelectric Project Operating Agreement (the "Rocky Mountain Operating
Agreement").

Under the Ownership Participation Agreement, Oglethorpe has responsibility
for financing and completing the construction of Rocky Mountain. As Oglethorpe
expends funds for construction, GPC's ownership interest decreases and
Oglethorpe's ownership interest increases. At all times, each party's undivided
interest in the project is equal to the proportion that its respective
investment bears to the total investment in the project (excluding each party's
cost of funds and ad valorem taxes). Except as described below in respect of
the exercise by GPC of its option to retain a minimum

<PAGE>

ownership interest, GPC is not required to expend any funds for construction.
GPC's prior investment is determined in "as-spent" dollars, while Oglethorpe's
investment is discounted to constant 1987 dollars (computed using a semi-annual
Handy-Whitman Index).

The Ownership Participation Agreement appoints Oglethorpe as agent with
sole authority and responsibility for, among other things, the planning,
licensing, design, construction, operation, maintenance and disposal of Rocky
Mountain. The Ownership Participation Agreement provides that Oglethorpe must
use its reasonable best efforts in accordance with Prudent Utility Practices (as
defined therein) to have Rocky Mountain in commercial operation by June 1, 1996.

The Rocky Mountain Operating Agreement gives Oglethorpe, as agent, sole
authority and responsibility for the management, control, maintenance and
operation of Rocky Mountain. In general, each co-owner is responsible for
payment of its respective ownership share of all Operating Costs and Pumping
Energy Costs (as defined in the Rocky Mountain Operating Agreement) as well as
costs incurred as the result of any separate schedule or independent dispatch.
A co-owner's share of net available capacity and net energy is the same as its
respective ownership interest under the Ownership Participation Agreement. GPC
will schedule and dispatch Rocky Mountain on a continuous economic dispatch
basis, on behalf of itself and Oglethorpe, and will notify Oglethorpe in advance
of estimated operating levels, until such time as Oglethorpe may elect to
schedule separately its ownership interest. The Rocky Mountain Operating
Agreement will terminate on the fortieth anniversary of the Completion
Adjustment Date (as defined therein).

AGREEMENTS RELATING TO THE INTEGRATED TRANSMISSION SYSTEM

Oglethorpe and GPC have entered into the ITSA to provide for the
transmission and distribution of electric energy in the State of Georgia, other
than in certain counties, and for bulk power transactions, through use of the
ITS. The ITS, together with transmission system facilities acquired or
constructed by MEAG and Dalton under agreements with GPC referred to below, was
established in order to obtain the benefits of a coordinated development of the
parties' transmission facilities and to make it unnecessary for any party to
construct duplicative facilities. The ITS consists of all transmission
facilities, including land, owned by the parties on the date the ITSA became
effective and those thereafter acquired, which are located in the State of
Georgia other than in the excluded counties and which are used or usable to
transmit power of a certain minimum voltage and to transform power of a certain
minimum voltage and a certain minimum capacity (the "Transmission Facilities").
GPC has entered into agreements with MEAG and Dalton that are substantially
similar to the ITSA, and GPC may enter into such agreements with other entities.
The ITSA will remain in effect through December 31, 2012 and, if not then
terminated by five years' prior written notice by either party, will continue
until so terminated.

The ITSA is administered by a Joint Committee established by a Joint
Committee Agreement, summarized below. Each year, the Joint Committee
determines a four-year plan of additions to the Transmission Facilities that
will reflect the current and anticipated future transmission requirements of the
parties. Oglethorpe and GPC are each required to maintain an original cost
investment in the Transmission Facilities in proportion to their respective Peak
Loads (as defined in the ITSA).

Oglethorpe and GPC are parties to a Transmission Facilities Operation and
Maintenance Contract (the "Transmission Operation Contract"), under which GPC
provides System Operator Services (as defined in the Transmission Operation
Contract) for Oglethorpe. In addition, GPC is required to provide such
supervision, operation and maintenance supplies, spare parts, equipment and
labor for the operation, maintenance and construction as may be specified by
Oglethorpe. GPC is also required to perform certain emergency work under the
Transmission Operation Contract. Oglethorpe is permitted, upon notice to GPC,
to perform, or contract with others for the performance of, certain services
performed by GPC. Absent termination or amendment of the Transmission Operation
Contract, however, GPC will continue to perform System Operator Services for
Oglethorpe. The term of the Transmission Operation Contract will continue from
year to year unless terminated by either party upon four years' notice.
Oglethorpe is required to pay its proportionate share of the cost for the
services provided by GPC.

<PAGE>

THE JOINT COMMITTEE AGREEMENT

Oglethorpe, GPC, MEAG and Dalton are parties to a Joint Committee
Agreement. In the past, the Joint Committee coordinated the implementation and
administration of the various Ownership Agreements and Operating Agreements, the
various integrated transmission system agreements, and the various integrated
transmission system operation and maintenance agreements among the parties.
However, the Nuclear Managing Board has assumed such responsibilities for Plants
Hatch and Vogtle, the Plant Scherer Managing Board has assumed such
responsibilities for Plant Scherer and an operating committee will assume such
responsibilities for Plant Wansley once the proposed amendments to the Plant
Wansley Operating Agreement are effective. (See "The Plant Agreements--HATCH,
WANSLEY, VOGTLE AND SCHERER" herein.) The Joint Committee Agreement also makes
allowance for the joint planning of future transmission and generation
facilities.

<PAGE>

ITEM 2. PROPERTIES

Information with respect to Oglethorpe's properties is set forth under the
caption "THE POWER SUPPLY SYSTEM" included in Item 1 and is incorporated herein
by reference.

ITEM 3. LEGAL PROCEEDINGS

Oglethorpe is a party to various actions and proceedings incident to its
normal business. Liability in the event of final adverse determinations in any
of these matters is either covered by insurance or, in the opinion of
Oglethorpe's management, after consultation with counsel, should not in the
aggregate have a material adverse effect on the financial position or results of
operations of Oglethorpe.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

<PAGE>

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not applicable.

Item 6. SELECTED FINANCIAL DATA
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

(dollars in thousands)
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Sales to Members. . . . . . . . . . . . . . . $ 930,875 $ 899,720 $ 816,000 $ 763,657 $ 710,607
Sales to non-Members . . . . . . . . . . . . 125,207 200,940 268,763 300,293 390,535
----------- ----------- ----------- ----------- -----------
Total operating revenues . . . . . . . . . . 1,056,082 1,100,660 1,084,763 1,063,950 1,101,142
----------- ----------- ----------- ----------- -----------

OPERATING EXPENSES:
Fuel. . . . . . . . . . . . . . . . . . . . . 203,444 176,342 167,288 165,168 209,971
Production . . . . . . . . . . . . . . . . . 132,723 129,972 115,915 130,041 125,506
Purchased power . . . . . . . . . . . . . . . 227,477 271,970 230,510 229,898 213,311
Depreciation and amortization . . . . . . . . 131,056 128,060 126,047 135,152 134,021
Taxes . . . . . . . . . . . . . . . . . . . . 24,741 25,148 19,634 42,422 41,798
Other operating expenses. . . . . . . . . . . 49,234 44,876 50,578 49,373 41,755
----------- ----------- ----------- ----------- -----------
Total operating expenses. . . . . . . . . . . 768,675 776,368 709,972 752,054 766,362
----------- ----------- ----------- ----------- -----------

OPERATING MARGIN . . . . . . . . . . . . . . . . 287,407 324,292 374,791 311,896 334,780
OTHER INCOME, NET . . . . . . . . . . . . . . . 40,795 38,741 45,928 113,441 94,471
NET INTEREST CHARGES . . . . . . . . . . . . . . (305,120) (350,652) (393,247) (396,892) (400,712)
----------- ----------- ----------- ----------- -----------
MARGIN BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE . . . . . . . . . . 23,082 12,381 27,472 28,445 28,539
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES . . . . . . . . . . . . . . -- 13,340 -- -- --
----------- ----------- ----------- ----------- -----------
NET MARGIN . . . . . . . . . . . . . . . . . . . $ 23,082 $ 25,721 $ 27,472 $ 28,445 $ 28,539
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

ELECTRIC PLANT, NET:
In service. . . . . . . . . . . . . . . . . . $ 3,980,439 $ 4,054,956 $ 4,122,411 $ 4,196,966 $ 4,268,440
Construction work in progress . . . . . . . . 538,789 450,965 322,628 178,980 102,045
----------- ----------- ----------- ----------- -----------
. . . . . . . . . . . . . . . . . . . . . . . $ 4,519,228 $ 4,505,921 $ 4,445,039 $ 4,375,946 $ 4,370,485
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . $ 5,348,455 $ 5,323,890 $ 5,359,597 $ 5,246,435 $ 5,200,762
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

CAPITALIZATION:
Long-term debt. . . . . . . . . . . . . . . . $ 4,128,080 $ 4,058,251 $ 4,095,796 $ 4,093,218 $ 4,094,246
Obligation under capital leases . . . . . . . 303,749 303,458 302,061 300,833 299,783
Patronage capital and membership fees . . . . 309,496 289,982 264,261 236,789 217,895
----------- ----------- ----------- ----------- -----------
. . . . . . . . . . . . . . . . . . . . . . . $ 4,741,325 $ 4,651,691 $ 4,662,118 $ 4,630,840 $ 4,611,924
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
PROPERTY ADDITIONS . . . . . . . . . . . . . . . $ 206,345 $ 235,285 $ 232,283 $ 225,021 $ 200,257
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

ENERGY SUPPLY (MEGAWATT-HOURS):
Generated . . . . . . . . . . . . . . . . . . 16,924,038 14,575,920 13,805,683 12,686,323 13,387,572
Purchased . . . . . . . . . . . . . . . . . . 4,381,087 7,620,815 6,233,262 6,915,758 6,198,434
----------- ----------- ----------- ----------- -----------
Available for sale . . . . . . . . . . . . . 21,305,125 22,196,735 20,038,945 19,602,081 19,586,006
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

MEMBER REVENUE PER kWh SOLD . . . . . . . . . . 5.65 CENTS 5.47 CENTS 5.55 CENTS 5.36 CENTS 5.01 CENTS
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

</TABLE>

<PAGE>

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL
MARGINS AND PATRONAGE CAPITAL
Oglethorpe operates on a not-for-profit basis and, accordingly, seeks only
to generate revenues sufficient to recover its cost of service and to generate
margins sufficient to establish reasonable reserves and meet certain financial
coverage requirements. Revenues in excess of current period costs in any year
are designated in Oglethorpe's statements of revenues and expenses and patronage
capital as net margin. Retained net margins are designated on Oglethorpe's
balance sheets as patronage capital, which is allocated to each of the Members
on the basis of its electricity purchases from Oglethorpe. Since its formation
in 1974, Oglethorpe has generated a positive net margin in each year and, as of
December 31, 1994, had a balance of $309 million in patronage capital.
Patronage capital constitutes the principal equity of Oglethorpe. Under
Oglethorpe's patronage capital retirement policy, margins are returned to the
Members 30 years after the year in which the margins are earned. Pursuant to
such policy, no patronage capital would be retired until 2010, at which time the
1979 patronage capital would be returned. Any distributions of patronage capital
are subject to the discretion of the Board of Directors and approval by the
Rural Utilities Service (RUS), formerly known as the Rural Electrification
Administration (REA).
Oglethorpe's equity ratio (patronage capital and membership fees divided by
total capitalization) increased from 6.2% at December 31, 1993 to 6.5% at
December 31, 1994.

RATES AND FINANCIAL COVERAGE REQUIREMENTS
Oglethorpe has entered into an "all-requirements" wholesale power contract
with each of its Members. Pursuant to such contracts, Oglethorpe is required to
design capacity and energy rates that generate sufficient revenues to recover
all costs as described in such contracts and to establish and maintain
reasonable margins. Oglethorpe reviews its capacity rates at least annually to
ensure that its fixed costs are being adequately recovered and, if necessary,
adjusts its rates to meet its net margin goals. Oglethorpe's energy rate is set
annually and adjusted at mid-year to recover actual fuel and variable operations
and maintenance costs. Rate revisions by Oglethorpe are subject to the approval
of the RUS and, to date, the RUS has not reduced or delayed the effectiveness of
any rate increase proposed by Oglethorpe.
The capacity rate which Oglethorpe used in 1992 through 1994 was based on a
proportional allocation of fixed costs over the previous year's billing demand
for each Member. Consequently, the rate produced capacity revenues (which
included the recovery of margins) which were constant throughout the year and
were virtually unaffected by current year factors. In 1995, management expects a
net increase in fixed costs; however, because of anticipated increases in energy
sales and decreases in fuel costs, average Member revenues (measured in cents
per kilowatt-hour (kWh)) should remain at or near the 1994 level.
As of January 1, 1995, Oglethorpe implemented two additional capacity rate
options in an effort to provide greater flexibility to the Members. These
options allocate fixed costs using billing determinants of the current year.
These rates do not produce constant capacity revenues throughout the year and
introduce some variability and uncertainty as to the level of revenues and
margins to be received. The two new options were selected by 11 Members from
which Oglethorpe receives about 50% of its capacity revenues.
Oglethorpe utilizes a Times Interest Earned Ratio (TIER) as the basis for
establishing its annual net margin goal. TIER is determined by dividing the sum
of Oglethorpe's net margin plus interest on long-term debt (including interest
charged to construction) by Oglethorpe's interest on long-term debt (including
interest charged to construction). The RUS Mortgage requires Oglethorpe to
implement rates that are designed to maintain an annual TIER of not less than
1.05. In 1992, as part of a plan to build additional equity, Oglethorpe's Board
of Directors revised its annual net margin goal to be the amount required to
produce a TIER of 1.07 in each year through 1995, 1.08 in 1996, 1.09 in 1997 and
1.10 in 1998 and thereafter.
In addition to the TIER requirement under the RUS Mortgage, Oglethorpe is
also required under the RUS Mortgage to implement rates designed to maintain a
Debt Service Coverage Ratio (DSC) of not less than 1.0 and an Annual Debt
Service Coverage Ratio (ADSCR) of not less than 1.25. By paying in full or
defeasing certain outstanding pollution control revenue bonds (PCBs), Oglethorpe
could reduce the ADSCR requirement to 1.15. DSC is determined by dividing the
sum of Oglethorpe's net margin plus interest on long-term debt (including
interest charged to construction) plus depreciation and amortization (excluding
amortization of nuclear fuel and debt discount and expense) by Oglethorpe's
interest and principal payable on long-term debt (including interest charged to
construction). ADSCR is determined by dividing the sum of Oglethorpe's net
margin plus interest on long-term debt (excluding interest charged to
construction) plus depreciation and amortization (excluding amortization of
nuclear fuel and debt discount and expense) by Oglethorpe's interest and
principal payable on long-term debt secured under the RUS Mortgage (excluding
interest charged to construction).
Oglethorpe has always met or exceeded the TIER, DSC and ADSCR requirements
of the RUS Mortgage. TIER, DSC and ADSCR for the years 1992 through 1994 were as
follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
TIER 1.07 1.07 1.07
DSC 1.19 1.23 1.22
ADSCR 1.25 1.26 1.25
-------------------------------------------------------------------------------
</TABLE>

Historically, by setting rates to meet the TIER goals established by
Oglethorpe's Board, the DSC and ADSCR requirements of the RUS Mortgage have
always been met or exceeded. Based on Oglethorpe's financial projections,
however, TIER levels under the current Board policy may not produce rates
sufficient to meet the current ADSCR requirement in the near

<PAGE>

future. In that event, Oglethorpe would have to adjust rates to meet the current
ADSCR requirement or take action to lower the ADSCR requirement by prepaying
certain PCBs as described above.

HISTORICAL FACTORS AFFECTING FINANCIAL PERFORMANCE
Over the past several years, the most significant factor affecting
Oglethorpe's financial performance has been the mechanisms Oglethorpe has
utilized to moderate the financial impact of new generating plants. During this
period, Oglethorpe's Members absorbed into rates additional responsibility for
the cost of its ownership interests in Plant Vogtle Units No. 1 and
No. 2 and Plant Scherer Unit No. 2. The mechanisms used by Oglethorpe to
mitigate the rate impact of absorbing these costs have included both long-term
contractual arrangements with Georgia Power Company (GPC) and Board of Directors
policies that have resulted in the gradual absorption of costs over several
years.
Contractual arrangements with GPC have provided that Oglethorpe sell to GPC
and GPC purchase from Oglethorpe a declining percentage of Oglethorpe's
entitlement to the capacity and energy of certain co-owned generating plants
during the initial years of operation of such units (GPC Sell-back). The GPC
Sell-back has now expired for all units, except for Plant Vogtle Unit No. 2
which will expire as of May 31, 1995. (See Note 1 of Notes to Financial
Statements.) The historical ability of Oglethorpe to sell power from new units
to GPC under the GPC Sell-back has enabled Oglethorpe to moderate the effects of
the higher costs associated with new generating units on Oglethorpe's cost of
service and, therefore, on the rates charged to Members. Furthermore, the GPC
Sell-back has enabled Oglethorpe to obtain the generating capacity needed to
serve anticipated increases in Member loads while minimizing the risks and costs
of excess generating capacity.
Prior to the completion of the first unit of Plant Vogtle in 1987,
Oglethorpe's Board of Directors implemented policies that have resulted in the
gradual absorption of the costs of Plant Vogtle by the Members. In each of the
years 1985 through 1994, Oglethorpe exceeded its net margin goal. The Board
adopted resolutions in each of these years requiring that these excess margins
be retained and used to mitigate rate increases associated with Plant Vogtle. In
each year beginning with 1989, a portion of these margins has been returned to
the Members through billing credits. (See Note 1 of Notes to Financial
Statements.)
Furthermore, during 1986 and 1987, Oglethorpe's rates to its Members
included a one mill per kWh charge (Vogtle Surcharge). The Vogtle Surcharge
represented a pre-collection of charges prior to commercial operation of Plant
Vogtle, the effect of which was to mitigate future rate increases. In addition,
two of the Members elected to increase the level of this charge for their
systems during this period.
As of December 31, 1994, Oglethorpe held a balance of approximately $37
million from deferred margins and the voluntary Vogtle Surcharge of one of these
two Members, which will be utilized for future rate mitigation. Oglethorpe's
Board of Directors and the Members intend to utilize these amounts as offsets to
rates charged during 1995 and 1996.

RESULTS OF OPERATIONS
OPERATING REVENUES
Oglethorpe's operating revenues are derived from sales of electric services
to the Members and non-Members. Revenues from Members are collected pursuant to
the wholesale power contracts and are a function of the demand for power by the
Members' consumers and Oglethorpe's cost of service. Historically, most of
Oglethorpe's non-Member revenues have resulted from various plant operating
agreements with GPC as discussed below.
For the period 1992 through 1994, although total revenues have remained
virtually unchanged, the scheduled reduction of the GPC Sell-back has resulted
in the planned decrease of non-Member revenues from GPC of about $126 million.
As expected, the capacity and energy no longer being sold to GPC have been used
by Oglethorpe to meet increased Member requirements. In addition to increasing
sales to Members, Oglethorpe has increased revenues from energy sales to other
utilities and achieved reductions in fixed and operating costs in order to
mitigate the need to recover from the Members costs which were previously
recovered through sales to GPC. The refinancing transactions discussed under
"Liquidity and Capital Resources" herein and other factors have resulted in a
reduction in net interest charges from $393 million in 1992 to $305 million in
1994, or a 22% decrease in fixed costs to be recovered through the capacity
rates.

SALES TO MEMBERS. Revenues from sales to Members increased 3.5% in 1994
compared to 1993 and increased 10.3% in 1993 compared to 1992. These increases
reflect two factors: (1) higher capacity revenues, offset by the pass-through of
savings in energy costs (see discussion of savings in fuel costs under
"Operating Expenses" herein), and (2) increased amounts of energy sold.
As non-Member revenues from GPC have declined, Oglethorpe's Member capacity
revenues are higher reflecting the recovery of the fixed costs which had
previously been recovered from GPC through the GPC Sell-back.
Member energy revenues per kWh declined in 1994 compared to 1993,
reflecting savings in fuel and production costs. The average energy cost
recovered in 1994 was virtually unchanged from the average cost in 1992. Actual
energy costs are passed through to the Members such that energy revenues equal
energy costs.
The following table summarizes the amounts of kWh sold to Members during
each of the past three years:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Kilowatt-hours
(in thousands)
-------------------------------------------------------------------------------
<S> <C>
1994 16,285,127
1993 16,253,283
1992 14,466,943
-------------------------------------------------------------------------------
</TABLE>

Member sales have been significantly affected by abnormal weather
conditions during the past two years. In 1993, prolonged hot weather boosted
sales, while in 1994 record-breaking rainfall amounts statewide moderated Member
sales.

<PAGE>

The net impact of the above capacity and energy rate factors, combined with
the spreading of fixed capacity costs over an increasing number of kWh sold each
year, have resulted in the following average Member revenues:

-------------------------------------------------------------------------------
Cents per Kilowatt-hour
-------------------------------------------------------------------------------
<S> <C>
1994 5.65 CENTS
1993 5.47
1992 5.55
-------------------------------------------------------------------------------
</TABLE>

SALES TO NON-MEMBERS. Sales of electric services to non-Members are
primarily made pursuant to three different types of contractual arrangements
with GPC and from off-system sales to other non-Member utilities.
The following table summarizes the amounts of non-Member revenues from
these sources for the past three years:

-------------------------------------------------------------------------------
1994 1993 1992
(dollars in thousands)
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Plant operating agreements $ 45,392 $106,146 $171,686
Power supply arrangements 26,280 44,904 61,602
Transmission agreements 8,783 13,549 29,586
Other utilities 44,752 36,341 5,889
-------- -------- --------
Total $125,207 $200,940 $268,763
-------- -------- --------
-------- -------- --------
-------------------------------------------------------------------------------
</TABLE>

Revenues from sales to non-Members declined in 1994 compared to 1993 and in
1993 compared to 1992. These decreases were primarily attributable to scheduled
reductions in plant operating agreement revenues attributable to the GPC
Sell-back with respect to Plants Vogtle and Scherer.
The second source of non-Member revenues is power supply arrangements with
GPC. These revenues are derived, for the most part, from energy sales arising
from dispatch situations whereby GPC causes co-owned coal-fired generating
resources to be operated when Oglethorpe's system does not require all of its
contractual entitlement to the generation. These revenues essentially represent
reimbursement of costs to Oglethorpe because, under the operating agreements,
Oglethorpe is responsible for its share of fuel costs any time a unit operates.
Revenues from sales of this type to GPC were lower in 1994 compared to 1993 and
in 1993 compared to 1992 due to the fact that Oglethorpe retained much of its
share of the output from the Plant Scherer and Wansley units because the lower
average fuel costs made those units more attractive than certain purchased
resources. See the discussion under "Operating Expenses" below of the lower
average fuel costs of the coal-fired generating units in 1994. Pursuant to the
amendments to the Plant Scherer ownership and operating agreements, Oglethorpe
elected to separately dispatch its ownership interest in Plant Scherer beginning
May 1, 1994. Thereafter, Plant Scherer ceased to be a source of the above
"automatic" type of sales transaction; however, Oglethorpe did continue to make
other sales to GPC from Plant Scherer in this category. Once the amendments to
the Plant Wansley operating agreement become effective, Oglethorpe will commence
separate dispatch of its ownership interest in that Plant.
The third source of non-Member revenues is payments from GPC for use of the
Integrated Transmission System (ITS) and related transmission interfaces. GPC
compensates Oglethorpe to the extent that Oglethorpe's percentage of investment
in the ITS exceeds its percentage use of the system. In such case, Oglethorpe is
entitled to income as compensation for the use of its investment by the other
ITS participants. The higher amount of transmission agreement revenues in 1992
compared to 1994 and 1993 was partially attributable to the receipt by
Oglethorpe in 1992 of a payment of $10.5 million from GPC as a result of
adjustments of transmission income for the years 1990 through 1992.
Revenues from other non-Member utilities increased substantially due to a
28% increase in kWh sales in 1994 as compared to 1993 and a 49% increase in kWh
sales in 1993 as compared to 1992. Oglethorpe is continuing to aggressively seek
additional off-system sales opportunities as a means of reducing amounts that
must be recovered from Members.

OPERATING EXPENSES
Oglethorpe's operating expenses decreased 1.0% in 1994 compared to 1993 and
increased 9.4% in 1993 compared to 1992. The slight decrease in operating
expenses in 1994 compared to 1993 was largely due to the decline in purchased
power expenses offset somewhat by the increase in fuel expenses. The total kWh
of energy supplied through generation and purchased power in 1994 was 4% less
than 1993. The increase in operating expenses in 1993 compared to 1992 was
primarily attributable to an 11% increase in kWh sold and higher taxes other
than income taxes.
Generally, over the years 1992 through 1994, the Members have received the
benefit of declining per unit fuel costs of Oglethorpe's generating resources
through the pass-through of lower energy costs. The per unit fuel costs of
Oglethorpe's nuclear and fossil generating resources for the last three years
were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Cents per Kilowatt-hour
-----------------------
Nuclear Fossil
-------------------------------------------------------------------------------
<S> <C> <C>
1994 0.64 CENTS 1.78 CENTS
1993 0.61 1.96
1992 0.66 2.04
-------------------------------------------------------------------------------
</TABLE>

Oglethorpe began receiving shipments at Plant Scherer of lower-priced coal
from the mining regions of the western United States in the last quarter of
1993. Due primarily to the use of this lower-priced coal, the per unit fuel cost
for the Plant Scherer units decreased by almost 9% in 1994 from 1993 levels.
Additionally, due to a greater reliance on a favorable spot market for coal, the
per unit fuel cost at Plant Wansley decreased by almost 10% in 1994 compared to
1993. Because of the decline in fuel cost per kWh, the usage of the fossil units
has increased significantly, particularly the Plant Scherer units. Output from
these units was 75% higher in 1994 as compared to 1993 and 61% higher in 1993
than in 1992.
The lower amount of production expenses in 1992 compared to 1994 and 1993
was attributable to a reduced number of nuclear refueling outages in 1992. Two
of Oglethorpe's nuclear units underwent planned outages in 1992, as compared to
three

<PAGE>

units in both 1994 and 1993.
The significant increase in 1994 in coal-fired generation (prompted by
declining average fuel costs) as well as declining sales from these coal-fired
resources to GPC pursuant to power supply arrangement (see discussion under
"Operating Revenues" above) have resulted in substantially lower utilization of
purchased power resources. Energy purchases decreased by approximately 43% from
1993 levels. The increase in 1993 in purchased power expenses was the result of
a 22% increase in kWh purchases. This increase was, for the most part,
necessitated by the greater energy needs of the Members (see "Operating Revenues
-- Sales to Members" herein) and by Oglethorpe's increased off-system energy
sales (see "Operating Revenues -- Sales to non-Members" herein).
Property taxes, which constitute the majority of taxes other than income
taxes, were lower in 1992 as compared to 1994 and 1993 as a result of the
favorable resolution of Oglethorpe's property tax appeal with the State of
Georgia for the years 1985 through 1988. The negotiated settlement of this
appeal resulted in a reduction of 1992 property tax expense in the amount of
approximately $7.5 million.

OTHER INCOME
Interest income decreased in 1994 and in 1993 as a result of lower
investment returns and lower average cash balances. In 1992, Oglethorpe realized
the capital appreciation on securities invested for its debt service reserve
funds by selling investments bearing coupon yields which were higher than
prevailing market rates.
In 1994, 1993 and 1992, Oglethorpe's Board of Directors authorized the
retention of approximately $9 million, $5 million and $40 million, respectively,
in excess of the 1.07 TIER margin requirement as deferred margins. The remaining
amounts will be available in 1995 and 1996 to mitigate rate increases.
Amortization of deferred margins for 1994 was set by Oglethorpe's Board of
Directors at $18 million, significantly more than the amount utilized in 1993
but less than the amount utilized in 1992. (See Note 1 of Notes to Financial
Statements for a discussion of deferred margins and amortization of deferred
margins.)

INTEREST CHARGES
Net interest charges declined in 1994 compared to 1993 and in 1993 compared
to 1992. The decrease in interest on long-term debt and capital leases in 1994
was due, for the most part, to the refinancing efforts discussed under
"Liquidity and Capital Resources" herein. Allowance for debt and equity funds
used during construction (AFUDC) increased in 1994 and in 1993 as a result of
increased construction activity at Rocky Mountain. The decrease in other
interest expense in 1994 was primarily due to losses incurred on the sale of
securities contained in the decommissioning fund. (See Note 1 for explanation of
Oglethorpe's accounting for decommissioning gains and losses.) The decrease in
other interest expense in 1993 was primarily due to higher interest expense in
1992 associated with the settlement of the property tax appeal and the federal
income tax case. Additionally, Oglethorpe paid a premium (equal to approximately
one year's interest on these refinanced advances) in 1992 in connection with its
refinancing of FFB advances at reduced rates.

FACTORS AFFECTING FUTURE FINANCIAL PERFORMANCE
In addition to the impact of reductions in GPC Sell-back revenues, future
Member rates will also be affected by such factors as fixed costs relating to
the Rocky Mountain Project, a pumped storage hydroelectric facility (Rocky
Mountain) and related transmission facilities, the cost of adding to
Oglethorpe's existing transmission system, changes in fuel costs, fluctuating
rates of load growth, environmental and other governmental regulations
applicable to Oglethorpe and its suppliers and the completion in 1996 of the
amortization of deferred margins. Oglethorpe's future rates will also be
affected by its ability to forecast accurately its future power resource needs
and by its ability to obtain and manage its power resources, including its
purchases and construction of generating capacity and its procurement of coal.
The electric utility industry is also becoming increasingly competitive as
a result of deregulation, competing energy suppliers, technologies and other
factors. The Energy Policy Act of 1992 allows for increased competition among
wholesale electric suppliers and increased access to transmission services by
such suppliers. The new competitive environment is subject to rapidly evolving
regulatory policy at both the federal and state levels which is based on a shift
to a market-driven environment from a regulated one. Significant developments at
the Federal Energy Regulatory Commission (FERC) and in state commissions are
expected to continue to clarify policy and the regulatory framework for
increased competition. All of these factors present an increasing challenge to
Oglethorpe and the Members to reduce costs, improve the management of resources
and respond to the changing environment.
To respond to a more competitive utility environment, Oglethorpe has been
discussing the need for a more flexible power supply arrangement with its
Members. The Oglethorpe Board of Directors has authorized the study of three
options which would alter the existing contractual relationships between
Oglethorpe and the Members. The first is a study of the feasibility of changing
the existing "all-requirements" wholesale power contract to allow a Member to
meet some portion of its future capacity and energy requirements with dispersed
generation. Oglethorpe's analysis indicates some economies may be available to
Oglethorpe and the Members through a small amount of Member-owned dispersed
generation. Dispersed generation units could be installed by the Members to
maintain reliability of electric service during emergencies on a Member's
distribution system or to serve specific customer needs.
The second option is a study of the desirability of changing the existing
wholesale power contract to allow a Member to elect to meet its future power
requirements above current levels either from Member-owned generation, through
purchases from Oglethorpe or from other power suppliers. The Members who select
this option would be responsible for some or all of their future power
requirements, but would be required to continue to purchase capacity and energy
from Oglethorpe's existing plants, committed generating projects and existing
power supply contracts.

<PAGE>

The third option involves the development of specific implementation
procedures for the existing bylaw provision that grants a Member the right to
withdraw from membership in Oglethorpe upon satisfying certain conditions. These
conditions include, but are not limited to, satisfying or making adequate
provisions for satisfying the Member's obligations under its wholesale power
contract. Oglethorpe is considering a contract by which a Member could withdraw
if they continued to purchase all capacity and related energy from Oglethorpe's
existing plants, committed generating projects and existing power supply
contracts.
The Board of Directors will review the findings of the studies and
determine what changes, if any, to make in the existing wholesale power
contracts. Any changes would have to be approved by Oglethorpe's Board of
Directors and RUS. New contracts would have to be executed by each Member
desiring such changes.
The results of the studies and any action Oglethorpe and the Members might
take based thereon cannot be predicted at this time. However, assuming all three
options are made available to the Members, one or more Members may choose to
pursue each option. Under any of these three options, the Members must maintain
responsibility for their current obligations to Oglethorpe. Therefore,
Oglethorpe's future revenues associated with the Members' current obligations
would be unaffected. However, to the extent the Members choose to secure their
projected load growth from sources other than Oglethorpe, the growth in
Oglethorpe's revenues would decrease as would the related expenses.
Cobb EMC, Snapping Shoals EMC, and Walton EMC, three Members of Oglethorpe
representing a significant portion of Oglethorpe's future load growth, have
reported that they are considering withdrawing from membership in Oglethorpe.
They have also reported that they have initiated a feasibility study of, among
other things, separating from Oglethorpe by acquiring their pro rata shares of
Oglethorpe's assets and either paying or assuming their corresponding portions
of Oglethorpe's indebtedness. The RUS Administrator has advised Oglethorpe and
the three Members that RUS does not believe the asset acquisition approach is
feasible and suggested the parties focus on the three options described above.
Likewise, Oglethorpe's analysis indicates a lack of feasibility of the asset
acquisition concept, and, accordingly, the Oglethorpe Board of Directors has not
directed management to study this alternative.

LIQUIDITY AND CAPITAL RESOURCES
In the past, Oglethorpe, like most other G&Ts, has obtained the majority of
its long-term financing from RUS-guaranteed loans funded by the Federal
Financing Bank (FFB). Oglethorpe has also obtained a substantial portion of its
long-term financing requirements from tax-exempt PCBs.
In addition, Oglethorpe's operations have consistently provided a sizable
contribution to the financing of construction programs, such that internally
generated funds have provided interim funding or long-term capital for nuclear
fuel reloads, new generation, transmission and general plant facilities, and
replacements and additions to existing facilities.
Oglethorpe's investment in electric plant, net of depreciation, was
approximately $4.5 billion as of December 31, 1994. Expenditures for property
additions during 1994 amounted to approximately $206 million, of which $33
million was provided from operations. These expenditures were primarily for the
construction of Rocky Mountain and replacements and additions to generation and
transmission facilities.
As part of its ongoing capital planning, Oglethorpe forecasts expenditures
required for generation and transmission facilities and related capital
projects. Actual construction costs may vary from the estimates below because of
factors such as changes in business conditions, fluctuating rates of load
growth, environmental requirements, design changes and rework required by
regulatory bodies, delays in obtaining necessary federal and other regulatory
approvals, construction delays, and cost of capital, equipment, material and
labor. The table below indicates Oglethorpe's estimated capital expenditures
through 1997, including AFUDC:

-------------------------------------------------------------------------------
CAPITAL EXPENDITURES
(DOLLARS IN THOUSANDS)
Rocky General
Year Generation (1) Transmission Mountain (2) Plant Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995 $72,897 $38,377 $54,442 $11,453 $177,169
1996 79,968 41,021 895 2,978 124,862
1997 82,133 42,508 924 3,107 128,672

-------- -------- ------- ------- --------
Total $234,998 $121,906 $56,261 $17,538 $430,703
-------- -------- ------- ------- --------
-------- -------- ------- ------- --------
<FN>

(1) Consists of capital expenditures required for replacements and additions to
facilities in service, compliance with environmental regulations, and nuclear
fuel reloads.

(2) Includes additions to Rocky Mountain after its in-service date, but does not
include any amounts which may be paid as final adjustments to contractors.

-------------------------------------------------------------------------------
</TABLE>

In 1988, Oglethorpe acquired from GPC an undivided ownership interest in
Rocky Mountain and assumed responsibility for its construction and operation. As
of December 31, 1994, Rocky Mountain was approximately 98% complete and
Oglethorpe's investment in the project was $499 million. The current schedule
anticipates commercial operation by the Summer of 1995. Oglethorpe is financing
its share of Rocky Mountain from the proceeds of an RUS-guaranteed loan funded
through the FFB. As of December 31, 1994, $422 million had been advanced under
this loan commitment and $285 million remained available to be drawn as
permanent financing for Rocky Mountain. Oglethorpe intends to finance all direct
expenditures and capitalized interest associated with the construction of Rocky
Mountain through such FFB loan. The obligation to advance funds under the FFB
loan commitment, however, is subject to certain conditions, including the
requirement that Oglethorpe maintain an annual TIER requirement of at least 1.0
and that the RUS shall not have determined that there has occurred any material
adverse change in the assets, liabilities, operations, or financial condition of
Oglethorpe or any circumstances involving the nature or operation of the
business of Oglethorpe. In management's opinion, no such material adverse change
has occurred. Oglethorpe's management believes that the total project cost will
come in considerably under budget and the amounts remaining to be drawn under
such loan will be more than adequate to finance completion of the project.

<PAGE>

Based on its current construction budget, Oglethorpe anticipates that it
will fund all capital expenditures through 1997, other than for Rocky Mountain,
with funds generated from operations and, if necessary, with short-term
borrowings.
Oglethorpe has a commercial paper program under which it may issue
commercial paper not to exceed $300 million outstanding at any one time. The
commercial paper may be used as a source of short-term funds and is not
designated for any specific purpose. Oglethorpe's commercial paper is backed
100% by a committed line of credit provided by a group of banks for which Trust
Company Bank acts as agent. Historically, Oglethorpe has not relied on
commercial paper for short-term funding due to the availability of internally
generated funds and has never utilized the back-up line of credit. Oglethorpe
has also arranged one committed and two uncommitted lines of credit to provide
additional sources of short-term financing. As of December 31, 1994,
Oglethorpe's short-term credit facilities were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Short-Term Credit Facilities Authorized
Amount
-------------------------------------------------------------------------------
<S> <C>
Commercial Paper . . . . . . . . . . . . . . . . . . . . . . $300,000,000
National Bank for Cooperatives (CoBank) . . . . . . . . . . 70,000,000
National Rural Utilities Cooperative
Finance Corporation (CFC) . . . . . . . . . . . . . . . 50,000,000
Trust Company Bank (Committed) . . . . . . . . . . . . . . . 30,000,000
-------------------------------------------------------------------------------
</TABLE>

The maximum amount that can be outstanding at any one time under the
commercial paper program and the lines of credit totals $370 million due to
certain restrictions contained in the CFC and Trust Company Bank line of credit
agreements. As of December 31, 1994, no commercial paper was outstanding and
there was no outstanding balance on any line of credit.
As part of a March 1993 PCB refinancing transaction involving two forward
interest rate swap agreements, Oglethorpe is obligated to maintain minimum
liquidity in an amount equal to 25% of the outstanding principal amount of the
variable rate refunding bonds issued. This minimum liquidity requirement
currently equals $81 million and will decrease proportionately as such variable
rate refunding bonds are retired. The minimum liquidity must consist of (a) any
combination of (i) amounts available under committed lines of credit and
commercial paper programs to pay termination payments, if any, due upon early
termination of the forward interest rate swap transactions, (ii) cash, (iii)
United States government securities, and (iv) accounts receivable due within 30
days, less (b) monetary obligations due within 30 days. As of December 31, 1994,
Oglethorpe had approximately $390 million of such liquidity available to meet
this requirement.
Oglethorpe's scheduled maturities of long-term debt over the next five
years total $481 million. Of this amount, $376 million, or 78%, relates to the
repayment of RUS and FFB debt.

REFINANCING TRANSACTIONS
Over the past few years, Oglethorpe has implemented a program to reduce its
interest costs by refinancing or prepaying a sizable portion of its
high-interest PCB and FFB debt. Since the first transaction was completed in
June 1992, Oglethorpe has refinanced $1.1 billion in PCB debt and $1.1 billion
in FFB debt and has prepaid another $105 million in FFB debt. Included in these
amounts are 1994 refinancings of $375 million of PCB debt and $795 million of
FFB debt (see Note 5 of Notes to Financial Statements). The net result of the
1994 transactions was to reduce the average interest rate on total long-term
debt from 7.94% at December 31, 1993 to 7.07% at December 31, 1994. The average
interest rate was further reduced to 6.82% as of January 31, 1995 as a result of
a $285 million FFB debt refinancing and a prepayment of an additional $30
million in FFB debt. The refinancings completed since the program began will
result in total estimated savings in gross interest costs for 1995 in excess of
$80 million.

MISCELLANEOUS
As with utilities generally, inflation has the effect of increasing the
cost of Oglethorpe's operations and construction program. Operating and
construction costs have been less affected by inflation over the last few years
because rates of inflation have been relatively low.
Currently, Oglethorpe is subject to the provisions of Statement of
Accounting Standards No. 71, "Accounting for the Effects of Certain Types of
Regulation." Oglethorpe has recorded regulatory assets and liabilities related
to its generation and transmission operations. In the event that Oglethorpe is
no longer subject to the provisions of Statement No. 71, Oglethorpe would be
required to write off related regulatory assets and liabilities. In addition,
Oglethorpe would be required to determine any impairment to other assets,
including utility plant, and write down the assets to their fair value. See Note
1 of Notes to Financial Statements for additional information.
The staff of the SEC has questioned certain of the current accounting
practices of the electric utility industry regarding the recognition,
measurement and classification of decommissioning costs for nuclear generating
facilities in financial statements of electric utilities. In response to these
questions, the Financial Accounting Standards Board has agreed to review the
accounting for nuclear decommissioning costs. If current electric utility
industry accounting practices for such decommissioning are changed, these
changes could, among other things, impact the amount of annual provisions for
decommissioning. Oglethorpe's management does not believe that this or other
changes, if required, would have an adverse effect on results of operations due
to its current and future ability to recover decommissioning costs through
rates.
Beginning in years 2014 through 2029, it is expected that Plant Hatch and
Vogtle units will begin the decommissioning process. The expected timing of
payments for decommissioning costs will extend for a period of 9 to 14 years.
Oglethorpe's management does not expect such payments to have an adverse impact
on liquidity or capital resources.
Financial Accounting Standards Board Statement No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," was adopted by Oglethorpe in
1994 and had no material effect on the results of operations.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Statements of Revenues and Expenses, For the Years Ended
December 31, 1994, 1993 and 1992. . . . . . . . . . . . . . . . . 33
Statements of Patronage Capital, For the Years Ended
December 31, 1994, 1993 and 1992. . . . . . . . . . . . . . . . . 33
Balance Sheets, As of December 31, 1994 and 1993 . . . . . . . . . . . 34
Statements of Capitalization, As of December 31, 1994 and 1993 . . . . 36
Statements of Cash Flows, For the Years Ended
December 31, 1994, 1993 and 1992. . . . . . . . . . . . . . . . . 37
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . 38
Report of Management . . . . . . . . . . . . . . . . . . . . . . . . . 48
Report of Independent Public Accountants . . . . . . . . . . . . . . . 48

<PAGE>

STATEMENTS OF REVENUES AND EXPENSES
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

---------------------------------------------------------------------------------------------------------
(dollars in thousands)
1994 1993 1992
<S> <C> <C> <C>
OPERATING REVENUES (NOTE 1):
Sales to Members. . . . . . . . . . . . . . . . . . . . $ 930,875 $ 899,720 $ 816,000
Sales to non-Members. . . . . . . . . . . . . . . . . . 125,207 200,940 268,763
---------- ---------- ----------
TOTAL OPERATING REVENUES . . . . . . . . . . . . . . . . . . 1,056,082 1,100,660 1,084,763
---------- ---------- ----------
OPERATING EXPENSES:
Fuel . . . . . . . . . . . . . . . . . . . . . . . . . 203,444 176,342 167,288
Production. . . . . . . . . . . . . . . . . . . . . . . 132,723 129,972 115,915
Purchased power (Note 9). . . . . . . . . . . . . . . . 227,477 271,970 230,510
Power delivery . . . . . . . . . . . . . . . . . . . . 16,965 14,286 17,804
Sales, administrative and general . . . . . . . . . . . 32,269 30,590 32,774
Depreciation and amortization . . . . . . . . . . . . . 131,056 128,060 126,047
Taxes other than income taxes . . . . . . . . . . . . . 24,741 23,328 15,668
Income taxes (Note 1) . . . . . . . . . . . . . . . . . -- 1,820 3,966
---------- ---------- ----------
TOTAL OPERATING EXPENSES . . . . . . . . . . . . . . . . . . 768,675 776,368 709,972
---------- ---------- ----------
OPERATING MARGIN . . . . . . . . . . . . . . . . . . . . . . 287,407 324,292 374,791
---------- ---------- ----------

OTHER INCOME (EXPENSE):
Interest income . . . . . . . . . . . . . . . . . . . . 10,518 20,316 29,218
Gain on sale of debt service reserve fund securities. . -- -- 3,884
Amortization of deferred gains (Notes 2 and 6). . . . . 9,985 12,532 12,486
Amortization of proceeds from sale of income tax
benefits (Note 6) . . . . . . . . . . . . . . . . . 8,102 8,102 8,102
Amortization of deferred margins (Note 1) . . . . . . . 18,072 4,138 35,973
Deferred margins (Note 1) . . . . . . . . . . . . . . . (9,287) (5,083) (40,464)
Co-owner inventory settlement . . . . . . . . . . . . . -- -- (4,827)
Allowance for equity funds used during
construction (Note 1) . . . . . . . . . . . . . . . 2,907 2,278 1,377
Other . . . . . . . . . . . . . . . . . . . . . . . . . 498 (3,542) 179
---------- ---------- ----------
TOTAL OTHER INCOME . . . . . . . . . . . . . . . . . . . . 40,795 38,741 45,928
---------- ---------- ----------

INTEREST CHARGES:
Interest on long-term debt and capital leases . . . . . 329,738 367,439 392,454
Other interest . . . . . . . . . . . . . . . . . . . . 3,856 8,539 17,049
Allowance for debt funds used during construction
(Note 1). . . . . . . . . . . . . . . . . . . . . . . . (36,113) (29,988) (20,255)
Amortization of debt discount and expense . . . . . . . 7,639 4,662 3,999
---------- ---------- ----------
NET INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . 305,120 350,652 393,247
---------- ---------- ----------
MARGIN BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE . . . . . . . . . . . . . . . . . 23,082 12,381 27,472
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR
INCOME TAXES . . . . . . . . . . . . . . . . . . . . . -- 13,340 --
---------- ---------- ----------
NET MARGIN . . . . . . . . . . . . . . . . . . . . . . . . . $ 23,082 $ 25,721 $ 27,472
---------- ---------- ----------
---------- ---------- ----------

</TABLE>

STATEMENTS OF PATRONAGE CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

---------------------------------------------------------------------------------------------------------
(dollars in thousands)
1994 1993 1992
<S> <C> <C> <C>
Patronage capital and membership fees -- beginning
of year (Note 1) . . . . . . . . . . . . . . . . . . . . $ 289,982 $ 264,261 $ 236,789
Net margin . . . . . . . . . . . . . . . . . . . . . . . . . 23,082 25,721 27,472
Unrealized loss on available-for-sale securities,
net of income taxes (Note 3). . . . . . . . . . . . . . (3,568) -- --
--------- --------- ---------
Patronage capital and membership fees--end of year . . . . . $ 309,496 $ 289,982 $ 264,261
--------- --------- ---------
--------- --------- ---------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>

BALANCE SHEETS
DECEMBER 31, 1994 AND 1993

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
(dollars in thousands)
ASSETS 1994 1993
<S> <C> <C>
ELECTRIC PLANT (NOTES 1, 2 AND 6):
In service . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,100,299 $ 5,047,739
Less: Accumulated provision for depreciation. . . . . . . . . . . (1,231,818) (1,110,296)
----------- ----------
3,868,481 3,937,443

Nuclear fuel, at amortized cost . . . . . . . . . . . . . . . . . 105,683 110,177
Plant acquisition adjustments, at amortized cost . . . . . . . . 6,275 7,336
Construction work in progress . . . . . . . . . . . . . . . . . . 538,789 450,965
----------- ----------
4,519,228 4,505,921
----------- ----------

INVESTMENTS AND FUNDS (NOTES 1, 3 AND 4):
Bond, reserve and construction funds, at market . . . . . . . . . 64,163 110,390
Decommissioning fund, at market . . . . . . . . . . . . . . . . . 59,164 56,911
Investment in associated organizations, at cost . . . . . . . . . 17,371 19,123
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 486
----------- ----------
140,698 186,910
----------- ----------

CURRENT ASSETS:
Cash and temporary cash investments, at cost (Note 1) . . . . . . 190,642 244,173
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,998 82,274
Inventories, at average cost (Note 1) . . . . . . . . . . . . . . 95,076 86,468
Prepayments and other current assets . . . . . . . . . . . . . . 14,857 14,763
----------- ----------
391,573 427,678
----------- ----------

DEFERRED CHARGES:
Premium and loss on reacquired debt, being amortized (Note 5) . . 161,889 91,981
Deferred amortization of Scherer leasehold (Note 2) . . . . . . . 80,132 71,559
Discontinued projects, being amortized (Note 6) . . . . . . . . . 26,342 18,314
Deferred debt expense, being amortized . . . . . . . . . . . . . 20,936 21,527
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,657 --
----------- ----------
296,956 203,381
----------- ----------
$ 5,348,455 $ 5,323,890
----------- ----------
----------- ----------

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.

<PAGE>

------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)

EQUITY AND LIABILITIES 1994 1993
<S> <C> <C>
CAPITALIZATION (SEE ACCOMPANYING STATEMENTS):
Patronage capital and membership fees (Note 1) . . . . . . . . . . . . . . . . . . . $ 309,496 $ 289,982
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,128,080 4,058,251
Obligation under capital leases (Note 2). . . . . . . . . . . . . . . . . . . . . . . 303,749 303,458
---------- ----------
4,741,325 4,651,691
---------- ----------
CURRENT LIABILITIES:
Long-term debt due within one year . . . . . . . . . . . . . . . . . . . . . . . . . 90,086 78,644
Deferred margins and Vogtle surcharge to be refunded within one year (Note 1) . . . . 21,476 20,103
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,921 62,186
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,010 108,702
Accrued and withheld taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,566 9,401
Energy cost billed in excess of actual (Note 1) . . . . . . . . . . . . . . . . . . . 2,125 11,456
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,177 40,234
---------- ----------
286,361 330,726
---------- ----------

DEFERRED CREDITS AND OTHER LIABILITIES:
Gain on sale of plant, being amortized (Note 2) . . . . . . . . . . . . . . . . . . . 63,209 65,550
Gain on sale of Scherer common facilities, being amortized (Note 6) . . . . . . . . . -- 7,644
Sale of income tax benefits, being amortized (Note 6) . . . . . . . . . . . . . . . . 58,236 66,838
Accumulated deferred income taxes (Note 1). . . . . . . . . . . . . . . . . . . . . . 65,510 65,510
Deferred margins and Vogtle surcharge (Note 1). . . . . . . . . . . . . . . . . . . . 15,568 27,757
Decommissioning reserve (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . 96,291 90,476
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,955 17,698
---------- ----------
320,769 341,473
---------- ----------

COMMITMENTS AND CONTINGENCIES (NOTES 2, 6, 8 AND 9)
$5,348,455 $5,323,890
---------- ----------
---------- ----------
</TABLE>

<PAGE>

STATEMENTS OF CAPITALIZATION
DECEMBER 31, 1994 AND 1993

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
1994 1993
<S> <C> <C>
LONG-TERM DEBT (NOTE 5):
Mortgage notes payable to the Federal Financing Bank (FFB) at interest rates varying from
5.79% to 10.78% (average rate of 7.61% at December 31, 1994) due in quarterly
installments through 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,161,550 $ 3,040,767

Mortgage notes payable to the Rural Utilities Service (RUS) at an interest rate of
5% due in monthly installments through 2021. . . . . . . . . . . . . . . . . . . . . . . . . 23,467 23,927

Mortgage notes issued in conjunction with the sale by public authorities of pollution control
revenue bonds:
- Series 1978
Serial bonds, 6.00% to 6.40%, due serially through 1999 . . . . . . . . . . . . . . . . . . -- 5,440
Term bonds, 6.80%, due 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 16,700

- Series 1982
Serial bonds, 10.20% to 10.60%, due serially through 1997 . . . . . . . . . . . . . . . . . 16,135 23,195

- Series 1984
Serial bonds, 9.50% to 10.50%, due serially through 2000 . . . . . . . . . . . . . . . . . . -- 61,800
Term bonds, 7.00% to 10.63%, due 2004 to 2014 . . . . . . . . . . . . . . . . . . . . . . . -- 119,135

- Series 1984B
Serial bonds, 9.75% to 10.50%, due serially through 2000 . . . . . . . . . . . . . . . . . . -- 11,530

- Series 1985
Serial bonds, 8.50% to 9.50%, due serially through 2001 . . . . . . . . . . . . . . . . . . -- 29,290
Term bonds, 7.50% to 9.88%, due 2005 to 2017 . . . . . . . . . . . . . . . . . . . . . . . . -- 141,890

- Series 1992
Term bonds, 7.50% to 8.00%, due 2003 to 2022 . . . . . . . . . . . . . . . . . . . . . . . . 92,130 92,130

-Series 1992A
Adjustable tender bonds, 3.00% to 4.00%, due 2025 . . . . . . . . . . . . . . . . . . . . . 216,925 216,925

Serial bonds, 4.25% to 6.80%, due serially from 1994 through 2012. . . . . . . . . . . . . . 139,240 143,710

- Series 1993
Serial bonds, 2.90% to 5.25%, due serially from 1995 through 2013. . . . . . . . . . . . . . 39,090 --

- Series 1993A
Adjustable tender bonds, 4.95%, due 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . 199,690 199,690

- Series 1993B
Serial bonds, 2.90% to 5.05%, due serially from 1995 through 2008. . . . . . . . . . . . . . 155,610 --

- Series 1994
Serial bonds, 4.90% to 7.125%, due serially from 1996 through 2015. . . . . . . . . . . . . 10,690 --
Term bonds, 7.15% due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,550

- Series 1994A
Adjustable tender bonds, 4.95%, due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . 122,740 --

- Series 1994B
Serial bonds, 4.90% to 6.45%, due serially from 1996 through 2005. . . . . . . . . . . . . . 13,720 --

National Bank for Cooperatives (CoBank) notes payable:
- Headquarters note payable: $5.4 million fixed at 7.40% through April 1995, $0.2 million
fixed at 7.20%-7.35% to April 1995; due in quarterly installments through
January 1, 2009. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,549 5,938
- Transmission note payable: fixed at 7.40% through April 1995; due in bimonthly
installments through November 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,279 2,296
- Transmission note payable: fixed at 7.25% through April 1995; due in bimonthly
installments through September 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,697 8,751
----------- -----------
4,219,062 4,143,114

Less: Unamortized debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (896) (6,219)
----------- -----------
Total long-term debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,218,166 4,136,895

Less: Amount due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90,086) (78,644)
----------- -----------
TOTAL LONG-TERM DEBT, EXCLUDING AMOUNT DUE WITHIN ONE YEAR . . . . . . . . . . . . . . . . . . . . . . 4,128,080 4,058,251

OBLIGATION UNDER CAPITAL LEASES (NOTE 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303,749 303,458

PATRONAGE CAPITAL AND MEMBERSHIP FEES (NOTE 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309,496 289,982
----------- -----------
TOTAL CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,741,325 $ 4,651,691
----------- -----------
----------- -----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
1994 1993 1992
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23,082 $ 25,721 $ 27,472
-------- -------- --------
Adjustments to reconcile net margin to net cash provided by
operating activities:
Cumulative effect of change in accounting for income taxes . . . . . -- (13,340) --
Depreciation and amortization . . . . . . . . . . . . . . . . . . . 193,351 180,221 188,285
Interest on decommissioning reserve . . . . . . . . . . . . . . . . 1,291 7,356 5,443
Amortization of deferred gains . . . . . . . . . . . . . . . . . . . (9,985) (12,532) (12,486)
Deferred margins and amortization of deferred margins . . . . . . . (8,785) 945 4,491
Amortization of proceeds from sale of income tax benefits. . . . . . (8,102) (8,102) (8,102)
Allowance for equity funds used during construction. . . . . . . . . (2,907) (2,278) (1,377)
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . -- 1,625 2,459
Gain on sale of bond fund investments . . . . . . . . . . . . . . . -- -- (3,884)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13) (13) (3,066)

Change in net current assets, excluding long-term debt due within one
year and deferred margins and Vogtle surcharge to be refunded
within one year:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . (8,724) (7,128) 371
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . (8,608) 7,172 (1,670)
Prepayments and other current assets . . . . . . . . . . . . . . (94) 2,369 (3,043)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . (10,569) (2,349) 1,106
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . (8,692) 49,379 (1,238)
Accrued and withheld taxes . . . . . . . . . . . . . . . . . . . (7,835) 5,741 (14,505)
Energy cost billed in excess of actual . . . . . . . . . . . . . (9,331) (17,862) 29,318
Other current liabilities . . . . . . . . . . . . . . . . . . . (24,124) 15,542 (7,532)
-------- -------- --------
Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,873 206,746 174,570
-------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . 109,955 232,467 202,042
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (206,345) (235,285) (232,283)
Increase in decommissioning fund . . . . . . . . . . . . . . . . . . . . . . (3,502) (8,990) (6,841)
Net proceeds from bond, reserve and construction funds . . . . . . . . . . . 42,660 53,574 15,957
Decrease in investment in associated organizations . . . . . . . . . . . . . 1,752 786 1,213
Decrease (increase) in other short-term investments . . . . . . . . . . . . -- 66,165 (66,165)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 158 (158)
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . (165,435) (123,592) (288,277)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt proceeds, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 523,518 232,675 579,938
Debt payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (517,530) (369,962) (554,029)
Patronage capital retirements . . . . . . . . . . . . . . . . . . . . . . . -- -- (9,551)
Return of Vogtle surcharge . . . . . . . . . . . . . . . . . . . . . . . . . (2,031) (1,600) (5,085)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,008) (1,439) (144)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES . . . . . . . . . . . . . . 1,949 (140,326) 11,129
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS . . . . . . . . . (53,531) (31,451) (75,106)

CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF YEAR . . . . . . . . . . . . 244,173 275,624 350,730
-------- -------- --------

CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR . . . . . . . . . . . . . . . $ 190,642 $ 244,173 $275,624
-------- -------- --------
-------- -------- --------
CASH PAID FOR:
Interest (net of amounts capitalized) . . . . . . . . . . . . . . . . . . . $ 304,882 $ 289,255 $ 388,117
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,658 43

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
-------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
a. BASIS OF ACCOUNTING
Oglethorpe Power Corporation (Oglethorpe) follows generally accepted
accounting principles and the practices prescribed in the Uniform System of
Accounts of the Federal Energy Regulatory Commission (FERC) as modified and
adopted by the Rural Utilities Service (RUS), formerly known as the Rural
Electrification Administration (REA).

b. ELECTRIC PLANT
Electric plant is stated at original cost, which is the cost of the plant
when first dedicated to public service, plus the cost of any subsequent
additions. Cost includes an allowance for the cost of equity and debt funds used
during construction. The cost of equity and debt funds is calculated at the
embedded cost of all such funds. The plant acquisition adjustments represent the
excess of the cost of the plant to Oglethorpe over the original cost, less
accumulated depreciation at the time of acquisition, and are being amortized
over a ten-year period.
Maintenance and repairs of property and replacements and renewals of items
determined to be less than units of property are charged to expense.
Replacements and renewals of items considered to be units of property are
charged to the plant accounts. At the time properties are disposed of, the
original cost, plus cost of removal, less salvage of such property, is charged
to the accumulated provision for depreciation.

c. OPERATING REVENUES
Sales to Members consist primarily of electricity sales pursuant to
long-term wholesale power contracts which Oglethorpe maintains with each of its
39 retail electric distribution cooperatives (Members). These wholesale power
contracts obligate each Member to pay Oglethorpe for capacity and energy
furnished in accordance with rates established by Oglethorpe. Energy furnished
is determined based on meter readings which are conducted at the end of each
month.
For the year ended December 31, 1994, revenues from Cobb EMC and Jackson
EMC, two of Oglethorpe's Members, accounted for 11% and 10.5% of Oglethorpe's
total revenues, respectively. In 1993, Cobb EMC accounted for 10.3% of
Oglethorpe's total revenues. Prior to 1993, no individual Member accounted for
10% or more of Oglethorpe's total revenues.
Sales to non-Members consist primarily of capacity and energy sales to
Georgia Power Company (GPC) under terms of sell-back agreements entered into
when Oglethorpe purchased interests in certain of GPC's generation facilities.
Pursuant to these agreements, GPC purchases from Oglethorpe a declining
fractional part of the capacity and energy during the first seven to ten years
of an applicable generating unit's commercial operation. The portion of
Oglethorpe's capacity and energy retained by GPC is shown as follows:

Fractional Part of Capacity and Energy Retained
by GPC during Contract Year Ended May 31
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Generating Unit 1995 1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Plant Scherer,
Unit No. 2 -- -- 6/60 12/60

Plant Vogtle,
Unit No. 1 -- 4/30 8/30 11/30

Plant Vogtle,
Unit No. 2 4/30 8/30 11/30 14/30
-------------------------------------------------------------------------------
</TABLE>
Pursuant to these sell-back agreements and to other contractual
arrangements with GPC, revenues from GPC accounted for approximately 8%, 15%,
and 24% of Oglethorpe's total revenues in 1994, 1993, and 1992, respectively.

d. DEPRECIATION
Depreciation is computed on additions when they are placed in service using
the composite straight-line method. Annual depreciation rates in effect in 1994,
1993 and 1992 were as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Steam production 2.47% 2.66% 2.66%
Nuclear production 2.84% 2.83% 2.74%
Hydro production 2.00% 2.00% 2.00%
Other production 2.42% 1.09% 1.09%
Transmission 2.75% 2.75% 2.75%
Distribution 2.88% 2.88% 2.88%
General 2.00-20.00% 2.00-17.00% 2.00-17.00%
-------------------------------------------------------------------------------
</TABLE>

e. NUCLEAR DECOMMISSIONING
Oglethorpe's portion of the costs of decommissioning co-owned nuclear
facilities is estimated as of December 31, 1994 as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) Hatch Hatch Vogtle Vogtle
Unit No. 1 Unit No. 2 Unit No. 1 Unit No. 2
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year of site study 1994 1994 1994 1994

Expected start date
of decommissioning 2014 2018 2027 2029

Decommissioning cost:
Discounted $ 92,000 $109,000 $ 82,000 $106,000
Undiscounted 223,000 299,000 302,000 419,000
------------------------------------------------------------------------------------------------------
</TABLE>

38
<PAGE>

The decommissioning cost estimates are based on prompt dismantlement and
removal of the plant from service. The actual decommissioning costs may vary
from the above estimates because of changes in the assumed date of
decommissioning, changes in regulatory requirements, changes in technology, and
changes in costs of labor, materials, and equipment.
The annual provision for decommissioning for 1994, 1993 and 1992 was
$5,948,000, $5,948,000 and $5,984,000, respectively. In developing the amount
of the annual provision for 1994, the escalation rate was assumed to be 4% and
return on trust assets was assumed to be 8%. For 1995, the escalation rate is
assumed to be 3.5% and return on trust assets is assumed to be 8%. Oglethorpe
accounts for this provision for decommissioning as depreciation expense with an
offsetting credit to a decommissioning reserve. Oglethorpe's management is of
the opinion that any changes in cost estimates of decommissioning will be fully
recovered in future rates.
In compliance with a Nuclear Regulatory Commission (NRC) regulation,
Oglethorpe maintains an external trust fund to provide for a portion of the cost
of decommissioning its nuclear facilities. The NRC regulation requires funding
levels based on average expected cost to decommission only the radioactive
portions of a typical nuclear facility. Oglethorpe's decommissioning reserve
reflects its obligation to decommission both the radioactive and non-radioactive
portions of its nuclear facilities. The amounts which will ultimately be used to
decommission the non-radioactive portions of Oglethorpe's nuclear plants are
classified as cash and temporary cash investments on the accompanying balance
sheets. With respect to these "internally" funded amounts, imputed interest
earnings are calculated based on average current investment rates and are
applied to the decommissioning reserve balance and charged to interest expense.
Similarly, realized investment earnings from the external trust fund, while
increasing the fund and interest income, also are applied to the decommissioning
reserve and charged to interest expense. Interest income earned from the
external trust fund and imputed on the internally funded amount is offset by the
recognition of interest expense such that there is no effect on Oglethorpe's net
margin.

f. NUCLEAR FUEL COST
The cost of nuclear fuel, including a provision for the disposal of spent
fuel, is being amortized to fuel expense based on usage. The total nuclear fuel
expense for 1994, 1993 and 1992 amounted to $55,229,000, $49,647,000 and
$55,804,000, respectively.
Contracts with the U.S. Department of Energy (DOE) have been executed to
provide for the permanent disposal of spent nuclear fuel for the life of Plant
Hatch and Plant Vogtle. The services to be provided by DOE are scheduled to
begin in 1998. However, the actual year that these services will begin is
uncertain. The Plant Hatch spent fuel storage is expected to be sufficient into
2003. The Plant Vogtle spent fuel storage is expected to be sufficient into
2009. If DOE does not begin receiving spent fuel from Plant Hatch in 2003 or
from Plant Vogtle in 2009, alternative spent fuel storage will be needed.
The Energy Policy Act of 1992 requires that utilities with nuclear plants
be assessed, over the next 15 years, an amount which will be used by DOE for the
decontamination and decommissioning of its nuclear fuel enrichment facilities.
The amount of each utility's assessment is based on its past purchases of
nuclear fuel enrichment services from DOE. Based on its ownership in Plants
Hatch and Vogtle, Oglethorpe has a remaining nuclear fuel asset of approximately
$17,500,000, which is being amortized to nuclear fuel expense over the next
13 years. Oglethorpe has also recorded, net of sell-back, an obligation to DOE
which approximated $14,000,000 at December 31, 1994.

g. PATRONAGE CAPITAL AND MEMBERSHIP FEES
Oglethorpe is organized and operates as a cooperative. The Members paid a
total of $195 in membership fees. Patronage capital is the retained net margin
of Oglethorpe. As provided in the bylaws, any excess of revenue over
expenditures from operations is treated as advances of capital by the Members
and is allocated to each of them on the basis of their electricity purchases
from Oglethorpe.
The margin and patronage capital retirements policy adopted by the
Oglethorpe Board of Directors in 1992 extended from 13 years to 30 years the
period that each year's net margin will be retained by Oglethorpe. Pursuant to
the previous 13-year patronage capital retirement schedule, 1978 patronage
capital assignments were retired in 1992. Under the new 30-year retirement
schedule, no patronage capital would be returned to the Members until 2010, at
which time the 1979 patronage capital would be returned.

h. INCOME TAX ACCOUNTING
Oglethorpe is a not-for-profit membership corporation subject to Federal,
State of Georgia and State of Alabama income taxes. For years 1981 and prior,
Oglethorpe claimed tax-exempt status under Section 501(c)(12) of the Internal
Revenue Code of 1954, as amended (the Code). In 1982, Oglethorpe reported as a
taxable entity as a result of income received by it from GPC under the capacity
and energy sell-back agreement applicable to Scherer Unit No. 1. In connection
with its 1985 tax return, Oglethorpe made an election under Section
168(j)(4)(E)(ii) of the Code to remain taxable from 1985 until at least 2005
without regard to the amount of its income from GPC or other non-Members. As a
taxable electric cooperative, Oglethorpe has annually allocated its income and
deductions between Member and non-Member activities. Any Member taxable income
has been offset with a patronage exclusion.
As of January 1, 1993, Oglethorpe prospectively adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes." In adopting SFAS No. 109, Oglethorpe recorded a $13,340,000
reduction in accumulated deferred income taxes and an increase in income from
the cumulative effect of a change in accounting principle.

<PAGE>

SFAS No. 109 requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been included in the
financial statements or tax returns. Deferred tax assets and liabilities are
determined based on the differences between the financial and tax bases using
enacted tax rates in effect for the year in which the differences are expected
to reverse.
A detail of the provision for income taxes in 1994, 1993 and 1992 is shown
as follows:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Current
Federal $ -- $ -- $ --
State -- 195 1,507
---------- --------- ----------
-- 195 1,507
---------- --------- ----------

Deferred
Federal -- 1,820 4,127
State -- (195) (1,668)
---------- --------- ----------
-- 1,625 2,459
---------- --------- ----------
Income taxes charged
to operations $ -- $ 1,820 $ 3,966
---------- --------- ----------
---------- --------- ----------
-------------------------------------------------------------------------------
</TABLE>

The difference between the statutory federal income tax rate on income
before income taxes and accounting changes and Oglethorpe's effective income tax
rate is summarized as follows:

-------------------------------------------------------------------------------
1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 35.0% 34.0%
Patronage exclusion (35.4%) (35.1%) (21.6%)
Other .4% 0.1% 0.7%
Effect of increase in statutory rate 0.0% 12.8% 0.0%
----- ----- -----
Effective income tax rate 0.0% 12.8% 13.1%
----- ----- -----
----- ----- -----
-------------------------------------------------------------------------------
</TABLE>

The components of the net deferred tax liabilities as of December 31, 1994
and 1993 were as follows:

-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS
Net operating losses $ 451,543 $ 428,227
Member loss carryforwards 366,417 374,327
Tax credits 252,701 252,701
Accounting for safe harbor leases 98,746 102,886
Patronage exclusions available 80,190 70,804
Accrued nuclear decommissioning expense 38,644 29,324
Accounting for asset dispositions 34,448 38,381
Other 18,061 23,040
------------ ------------
1,340,750 1,319,690
Less: Valuation allowance (252,701) (252,701)
------------ ------------
1,088,049 1,066,989
------------ ------------

DEFERRED TAX LIABILITIES
Depreciation (1,062,233) (1,068,396)
Accounting for debt extinguishment (61,003) (34,114)
Other (30,323) (29,989)
------------ ------------
(1,153,559) (1,132,499)
------------ ------------
Net deferred tax liabilities $ (65,510) $ (65,510)
------------ ------------
------------ ------------
-------------------------------------------------------------------------------
</TABLE>

As of December 31, 1994, Oglethorpe has federal tax net operating loss
carryforwards (NOLs) and unused general business credits (consisting primarily
of investment tax credits) as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
-------------------------------------------------------------------------------
Expiration Date Tax Credits NOLs

Based on Oglethorpe's historical taxable transactions and the timing of the
reversal of existing temporary differences, it is more likely than not that
Oglethorpe's future taxable income will be sufficient to realize the benefit of
these NOLs before their respective expiration dates. However, as reflected in
the above valuation allowance, it is more likely than not that the tax credits
will not be utilized before expiration.
During 1992, deferred income taxes were provided for significant timing
differences between revenues and expenses for tax and financial statement
purposes. The source and deferred tax effect of these differences are summarized
as follows:

-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1992
-------------------------------------------------------------------------------
<S> <C>
Excess of tax over book depreciation $16,524

Difference in accounting for debt
extinguishment 6,956

Difference in recognition of gain/loss
on asset dispositions 6,475

Difference in accounting for safe
harbor leases 6,022

Adjustments to book accrued liabilities 3,514

Accrued nuclear decommissioning expense (558)

Difference in recognition of cost of
discontinued project (532)

Other (67)

Portion of the above differences not reflected
in expense due to net operating losses (35,875)
-------
$ 2,459
-------
-------
-------------------------------------------------------------------------------
</TABLE>

<PAGE>

i. MARGIN POLICY
Oglethorpe's margin policy is based on the provision of a Times Interest
Earned Ratio (TIER) established annually by the Oglethorpe Board of Directors.
Oglethorpe's Board of Directors adopted a new margin and patronage capital
retirements policy in 1992. Pursuant to the new policy, the annual net margin
goal will be the amount required to produce a TIER of 1.07 each year through
1995, 1.08 in 1996, 1.09 in 1997 and 1.10 in 1998 and thereafter.
The Oglethorpe Board of Directors adopted resolutions annually requiring
that Oglethorpe's net margins for the years 1985 through 1994 in excess of its
annual margin goals be deferred and used to mitigate rate increases associated
with Plant Vogtle. In addition, during 1986 and 1987, Oglethorpe's wholesale
electric rate to its Members provided for a one mill per kilowatt-hour charge
(Vogtle Surcharge), also to be used to mitigate the effect of Plant Vogtle on
rates. In addition, two of Oglethorpe's Members, with the concurrence of RUS,
elected to increase the level of this charge for their systems during this
period.
Pursuant to rate actions by Oglethorpe's Board of Directors, specified
amounts of deferred margins and Vogtle Surcharge were returned in 1989 through
1994 and will be returned in 1995 and 1996. A summary of deferred margins and
Vogtle Surcharge as of December 31, 1994 and 1993 is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED MARGINS
1985-91 $ 125,088 $ 125,088
1992 40,464 40,464
1993 5,083 5,083
1994 9,287 --
-------- --------
179,922 170,635

VOGTLE SURCHARGE
1986-87 36,613 36,613
-------- --------
Subtotal 216,535 207,248
Less: Amounts returned in:
1989-91 (112,592) (112,592)
1992 (41,058) (41,058)
1993 (5,738) (5,738)
1994 (20,103) --
-------- --------
37,044 47,860

Less: Current portion (21,476) (20,103)
-------- --------
Long-term balance* $ 15,568 $ 27,757
-------- --------
-------- --------
<FN>

* The portion relating to amounts provided voluntarily by two of Oglethorpe's
Members was approximately $3,320,000 of the balance at December 31, 1994.
-------------------------------------------------------------------------------
</TABLE>

j. CASH AND TEMPORARY CASH INVESTMENTS
Oglethorpe considers all temporary cash investments purchased with a
maturity of three months or less to be cash equivalents.

k. INVENTORIES
Oglethorpe maintains inventories of fossil fuels for its generation plant
and spare parts for certain of its generation and transmission plant. These
inventories are stated at weighted average cost on the accompanying balance
sheets.
At December 31, 1994 and 1993, fossil fuels inventories were $24,225,000 and
$16,202,000, respectively. Inventories for spare parts at December 31, 1994 and
1993 were $70,851,000 and $70,266,000, respectively.

l. ENERGY COST BILLED IN EXCESS OF ACTUAL
Oglethorpe's wholesale power rate sets forth the manner in which energy
costs are to be recovered from its Members. The rate in effect for 1994 and 1993
provided that an energy rate be determined based on projected costs and
kilowatt-hour sales and that the resulting rate be used to bill Members for a
six-month period. Actual energy costs are compared, on a monthly basis, to the
billed energy costs, and an adjustment to revenues is made such that energy
revenues are equal to actual energy costs. The offset to this adjustment is a
payable to or receivable from Members for overcollected or undercollected energy
costs. The rate further provides that any cumulative overcollection or
undercollection for the previous six-month period be utilized to adjust
projected costs for the next six-month period. Therefore, the amounts owed to
Members as of December 31, 1994 and 1993 will be and have been utilized to
reduce Member billings in 1995 and 1994, respectively.

m. REGULATORY ASSETS AND LIABILITIES
Oglethorpe is subject to the provisions of Statement of Financial Accounting
Standards No. 71, "Accounting for the Effects of Certain Types of Regulation."
Regulatory assets represent probable future revenues to Oglethorpe associated
with certain costs which will be recovered from Members through the rate-making
process. Regulatory liabilities represent probable future reduction in revenues
associated with amounts that are to be credited to Members through the
rate-making process. The following regulatory assets and liabilities were
reflected on the accompanying balance sheets as of December 31, 1994 and 1993:

-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Premium and loss on reacquired debt $161,889 $ 91,981
Deferred amortization of Scherer leasehold 80,132 71,559
Discontinued projects 26,342 18,314
Other regulatory assets 7,657 --
Sale of income tax benefits (58,236) (66,838)
Deferred margins and Vogtle Surcharge (37,044) (47,860)
Energy costs billed in excess of actual (2,125) (11,456)
-------- --------
$178,615 $ 55,700
-------- --------
-------- --------
-------------------------------------------------------------------------------

</TABLE>

In the event that Oglethorpe is no longer subject to the provisions of
Statement No. 71, Oglethorpe would be required to write off related regulatory
assets and liabilities. In addition, Oglethorpe would be required to determine
any impairment to other assets, including plant, and write down the assets to
their fair value.

<PAGE>

n. PRESENTATION
Certain prior year amounts have been reclassified to conform with current
year presentation.

2. CAPITAL LEASES:
In December 1985, Oglethorpe sold and subsequently leased back from four
purchasers its 60% undivided ownership interest in Scherer Unit No. 2. The gain
from the sale is being amortized over the 36-year term of the leases. The
minimum lease payments under the capital leases together with the present value
of net minimum lease payments as of December 31, 1994 are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
YEAR ENDING DECEMBER 31, (DOLLARS IN THOUSANDS)
-------------------------------------------------------------------------------
<S> <C>
1995 $ 36,016
1996 38,142
1997 35,239
1998 37,302
1999 37,890
2000-2021 644,564
----------
Total minimum lease payments 829,153

Less: Amount representing interest (525,404)
----------
Present value of net minimum lease payments $ 303,749
----------
----------
-------------------------------------------------------------------------------
</TABLE>

The capital leases provide that Oglethorpe's rental payments vary to the
extent of interest rate changes associated with the debt used by the lessors to
finance their purchase of undivided ownership shares in Scherer Unit No. 2. The
debt of three of the lessors is financed at fixed interest rates averaging
9.60%. As of December 31, 1994, the variable interest rates of the debt of the
remaining lessor ranged from 5.93% to 7.50% for an average rate of 7.02%.
Oglethorpe's future rental payments under its leases will vary from amounts
shown in the table above to the extent that the actual interest rates associated
with the fixed and variable rate debt of the lessors vary from the 11.05% debt
rate assumed in the table.
The Scherer Unit No. 2 lease meets the definitional criteria to be reported
on Oglethorpe's balance sheets as a capital lease. For rate-making purposes,
however, Oglethorpe treats this lease as an operating lease; that is, Oglethorpe
considers the actual rental payment on the leased asset in its cost of service.
Oglethorpe's accounting treatment for this capital lease has been modified,
therefore, to reflect its rate-making treatment. Interest expense is applied to
the obligation under the capital lease; then, amortization of the leasehold is
recognized, such that interest and amortization equal the actual rental payment.
Through 1994, the level of actual rental payments is such that amortization of
the Scherer Unit No. 2 leasehold calculated in this manner is less than zero.
Thereafter, the scheduled cash rental payments increase such that positive
amortization of the leasehold occurs and the entire cost of the leased asset is
recovered through the rate-making process. The difference in the amortization
recognized in this manner on the statements of revenues and expenses and the
straight-line amortization of the leasehold is reflected on Oglethorpe's balance
sheets as a deferred charge.
In 1991 and 1992, all four of the lessors received Notices of Proposed
Adjustments from the IRS proposing adjustments to the tax benefits claimed by
these lessors in connection with their purchase and ownership of an undivided
interest in Scherer Unit No. 2. The proposed adjustments, if ultimately upheld,
would have the effect of reducing the lessors' tax benefits resulting from the
sale and leaseback transactions. The lessors filed responses contesting the
IRS's assertions as contained in the Notices of Proposed Adjustments.
In February 1994, the IRS issued a revised Notice of Proposed Adjustments to
one of the lessors which reduced the proposed adjustments to the tax benefits
claimed by this lessor in connection with its purchase and ownership of an
undivided interest in Scherer Unit No. 2. The IRS has indicated that it will
take consistent positions with the other three lessors. If the IRS's current
positions regarding the sale and leaseback transactions were ultimately upheld,
Oglethorpe would be required to indemnify the four lessors. Oglethorpe's
potential indemnification liability in this event is estimated to be
approximately $1,400,000 as of December 31, 1994.

3. FAIR VALUE OF FINANCIAL INSTRUMENTS:
A detail of the estimated fair values of Oglethorpe's financial instruments
as of December 31, 1994 and 1993 is as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994 1993
Fair Fair
Cost Value Cost Value
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash and temporary
cash investments:
Commercial paper $ 156,192 $ 156,192 $ 218,321 $ 218,321
Repurchase agreement 14,087 14,087 25,549 25,549
Certificates of deposit 20,000 20,000 -- --
Cash and money market
securities 363 363 303 303
---------- ---------- ---------- ----------
Total $ 190,642 $ 190,642 $ 244,173 $ 244,173
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------

Bond, reserve and
construction funds:
U. S. Government
securities $ 57,141 $ 53,573 $ 57,622 $ 59,247
Repurchase agreements 10,590 10,590 52,768 52,768
---------- ---------- ---------- ----------
Total $ 67,731 $ 64,163 $ 110,390 $ 112,015
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------

Decommissioning fund:
U. S. Government
securities $ 36,668 $ 35,513 $ 40,182 $ 39,694
Corporate bonds 4,548 4,388 8,669 8,932
Equity securities 8,605 8,707 -- --
Asset-backed securities 3,754 3,672 -- --
Cash and money market
securities 6,884 6,884 8,060 8,060
---------- ---------- ---------- ----------
Total $ 60,459 $ 59,164 $ 56,911 $ 56,686
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Long-term debt $4,128,080 $4,107,751 $4,058,251 $4,512,469
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Interest rate swap $ -- $ 6,148 $ -- $ --
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

The contractual maturities of debt securities available for sale at
December 31, 1994, regardless of their balance sheet classification, are as
follows:

-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994
Fair
Cost Value
-------------------------------------------------------------------------------
<S> <C> <C>
Due within one year $ 32,292 $ 31,916
Due after one year through five years 48,810 47,065
Due after five years through ten years 21,940 19,367
Due after ten years 9,659 9,388
-------- --------
$112,701 $107,736
-------- --------
-------- --------
-------------------------------------------------------------------------------
</TABLE>

Oglethorpe uses the methods and assumptions described below to estimate the
fair value of each class of financial instruments. For cash and temporary cash
investments, the carrying amount approximates fair value because of the
short-term maturity of those instruments. The fair value of Oglethorpe's
long-term debt and the swap arrangements is estimated based on the quoted market
prices for the same or similar issues or on the current rates offered to
Oglethorpe for debt of similar maturities.

Under the forward interest rate swap arrangements, Oglethorpe makes
payments to the counterparty based on the notional principal at a fixed rate and
the counterparty makes payments to Oglethorpe based on the notional principal
and on the existing variable rate of the refunding bonds. The differential to be
paid or received is accrued as interest rates change and is recognized as an
adjustment to interest expense. Oglethorpe entered into the swap arrangements
for the purpose of securing a fixed rate lower than otherwise would have been
available from other financing arrangements. For the fall 1993 transaction, the
notional principal was $199,690,000 and the fixed swap rate is 5.67% (the
variable rate at December 31, 1994 was 4.95%). With respect to the fall 1994
transaction, the notional principal was $122,740,000 and the fixed swap rate is
6.01% (the variable rate at December 31, 1994 was 4.95%). The notional principal
amount is used to measure the amount of the swap payments and does not represent
additional principal due to the counterparty. The swap arrangements extend for
the life of the refunding bonds, with reductions in the outstanding principal
amounts of the refunding bonds causing corresponding reductions in the notional
amounts of the swap payments. The estimated fair value of Oglethorpe's liability
under the swap arrangements at December 31, 1994 was $6,148,000. This amount
represents payment Oglethorpe would pay if the swap arrangements were
terminated. Oglethorpe may be exposed to losses in the event of nonperformance
of the counterparty, but does not anticipate such nonperformance.
Oglethorpe adopted Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," as of
January 1, 1994. Under this Statement, investment securities held by Oglethorpe
are classified as either available-for-sale or held-to-maturity.
Available-for-sale securities are carried at market value with unrealized gains
and losses, net of any tax effect, added to or deducted from patronage capital.
Unrealized gains and losses from investment securities held in the
decommissioning fund, which are also classified as available-for-sale, are
directly added to or deducted from the decommissioning reserve. Held-to-maturity
securities are carried at cost. All realized and unrealized gains and losses are
determined using the specific identification method. Gross unrealized gains and
losses at December 31, 1994 were $234,000 and $5,050,000, respectively. For
1994, proceeds from sales of available-for-sale securities totaled $291,852,000.
Gross realized gains andlosses from these 1994 sales were $1,099,000 and
$4,776,000, respectively. In accordance with the provisions of the Statement,
the amounts classified as bond, reserve and construction funds and
decommissioning fund on the accompanying balance sheets are carried at amortized
cost as of December 31, 1993.
Investments in associated organizations were as follows at December 31,
1994 and 1993:

-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
National Rural Utilities
Cooperative Finance Corp. $ 13,476 $ 13,476
National Bank for Cooperatives 3,690 5,546
Other 205 101
--------- ---------
Total $ 17,371 $ 19,123
--------- ---------
--------- ---------
-------------------------------------------------------------------------------

</TABLE>

The investments in these associated organizations are similar to compensating
bank balances in that they are required in order to maintain current financing
arrangements. Accordingly, there is no market for these investments.

4. BOND, RESERVE AND CONSTRUCTION FUNDS:
Bond, reserve and construction funds for pollution control bonds are
maintained as required by Oglethorpe's bond agreements. Bond funds serve as
payment clearing accounts, reserve funds maintain amounts equal to the maximum
annual debt service of each bond issue and construction funds hold bond proceeds
for which construction expenditures have not yet been made. As of December 31,
1994 and 1993, substantially all of the funds were invested in U.S. Government
securities.

5. LONG-TERM DEBT:
Long-term debt consists of mortgage notes payable to the United States of
America acting through the FFB and the RUS, mortgage notes issued in conjunction
with the sale by public authorities of pollution control revenue bonds and notes
payable to CoBank. Oglethorpe's headquarters facility is pledged as security for
the CoBank headquarters note; substantially all of the owned tangible and
certain of the intangible assets of Oglethorpe are pledged as security for the
FFB and RUS notes, the remaining CoBank notes and the notes issued in
conjunction with the sale of pollution control revenue bonds. The detail of the
notes is included in the statements of capitalization.

43
<PAGE>

Oglethorpe currently has ten RUS-guaranteed FFB notes of which $3,161,550,000
and $3,040,767,000 were outstanding at December 31, 1994 and 1993, respectively,
with rates ranging from 5.79% to 10.78%.
In March 1993, Oglethorpe entered into two forward interest rate swap
arrangements obligating Oglethorpe to sell $199,690,000 of variable rate
refunding bonds in the fall of 1993 and $122,740,000 of variable rate refunding
bonds in the fall of 1994, the proceeds of which, together with certain other
funds provided by Oglethorpe, have been used in January 1994 and January 1995,
respectively, to refund certain pollution control revenue bonds previously
issued. At December 31, 1994, Oglethorpe accounted for the pending January 1995
retirement of $130,965,000 of previously issued bonds as an in-substance
defeasance. Therefore, debt service reserve funds, bonds payable, and the
premium and loss on reacquired debt are stated as though the event of retiring
the refunded bonds had occurred in 1994.
In connection with the two swap transactions, Oglethorpe recorded redemption
premiums which, combined with unamortized transaction costs, totaled
approximately $38,000,000. This amount has been reported as a deferred charge on
the balance sheets and is being amortized over the life of the related new
bonds.
In January and February 1994, Oglethorpe completed note modifications
pursuant to which it repriced $590,909,000 and $203,641,000, respectively, of
FFB advances. In connection with such modification, Oglethorpe paid premiums of
$50,745,000 and $13,089,000, respectively. These amounts are reported as
deferred charges on the balance sheets and will be amortized over 22 years, the
longest remaining life of the subject advances.
In February 1994, Oglethorpe completed a current refunding transaction
whereby $194,700,000 of fixed rate pollution control revenue bonds were issued.
The proceeds of this transaction were used to retire $204,785,000 of existing
bonds.
In December 1994, Oglethorpe completed a current refunding transaction
whereby $35,960,000 of fixed rate pollution control revenue bonds were issued.
The proceeds of this transaction were used to retire $39,605,000 of existing
bonds. These transactions resulted in the payment of redemption premiums, which
have been combined with unamortized transaction costs and total $12,745,000.
This amount has been reported as a deferred charge on the balance sheet and is
being amortized over the life of the related bonds.
The proceeds from the December 1994 current refunding were held in debt
service reserve funds until the retirement of the bonds occured in January 1995.
At December 31, 1994, Oglethorpe accounted for the pending retirement as an
in-substance defeasance. Therefore, the cash held in debt service reserve funds,
bonds payable, and premium on reacquired debt are stated as though the event of
retiring the refunded bonds had occurred in 1994.
In January 1995, Oglethorpe prepaid two FFB advances totaling $29,940,000 of
principal plus a premium equal to one year's interest of $3,163,000. The premium
will be reported as a deferred charge on the balance sheet and will be amortized
over 22 years, the remaining life of the prepaid advances.
In January 1995, Oglethorpe refinanced $284,759,000 of FFB advances. In
connection with this refinancing, a premium of $44,870,000 was incurred. This
premium was financed by adding the amount to the outstanding balances of the
refinanced advances for a total refunding debt of $329,629,000. Additionally, a
fee of $1,122,000 was paid in cash for the ability to refinance. The combined
premium and fee of $45,992,000 will be reported as a deferred charge on the
balance sheets and will be amortized over the remaining life of the refinanced
advances. Oglethorpe has the option to set the maturities for each advance for a
term as short as three months. The intitial maturities chosen for these advances
ranged from three months to one year.
The annual interest requirement for 1995, based upon all debt outstanding at
December 31, 1994, will be approximately $305,000,000.
Maturities for the long-term debt through 1999 are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1995 1996 1997 1998 1999
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FFB and RUS $ 71,258 $ 66,229 $ 74,702 $ 79,907 $ 83,880
CoBank 468 478 489 502 516
1982 Bonds 3,410 6,050 6,675 -- --
1992A Bonds 4,640 4,840 5,070 5,330 5,615
1992 Bonds -- -- -- 2,085 2,240
1993A Bonds -- -- -- 2,265 2,410
1993B Bonds 9,330 9,535 9,810 6,490 6,695
1993 Bonds 980 855 875 900 935
1994B Bonds -- 1,245 1,335 550 1,465
1994 Bonds -- 325 330 350 370
-------- -------- -------- -------- --------
Total $ 90,086 $ 89,557 $ 99,286 $ 98,379 $104,126
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
-------------------------------------------------------------------------------
</TABLE>
Oglethorpe has a commercial paper program under which it may issue
commercial paper not to exceed a $300,000,000 balance outstanding at any time.
The commercial paper may be used as a source of short-term funds and is not
intended for any specific purpose. Oglethorpe's commercial paper is backed 100%
by a committed line of credit provided by a group of banks for which Trust
Company Bank (Trust Company) acts as agent. As of December 31, 1994 and 1993, no
commercial paper was outstanding.
Oglethorpe has arranged for uncommitted short-term lines of credit with
CoBank and CFC and a committed line of credit with Trust Company. The CoBank
line amounts to $70,000,000; the CFC line amounts to $50,000,000; and the Trust
Company line amounts to $30,000,000. The maximum amount that can be outstanding
under these lines of credit and the commercial paper program at any one time
totals $370,000,000 due to certain restrictions contained in the CFC and Trust
Company line of credit agreements. No balance was outstanding on any of these
three lines of credit at either December 31, 1994 or 1993.

44
<PAGE>

6. ELECTRIC PLANT AND RELATED AGREEMENTS:
Oglethorpe and GPC have entered into agreements providing for the purchase
and subsequent joint operation of certain of GPC's electric generating plants
and transmission facilities. A summary of Oglethorpe's plant investments and
related accumulated depreciation as of December 31, 1994 is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) Accumulated
Plant Investment Depreciation
-------------------------------------------------------------------------------
<S> <C> <C>
IN-SERVICE
Owned property
Vogtle Units No. 1 & No. 2
(NUCLEAR -- 30% OWNERSHIP) $ 2,777,466 $ 524,066
Hatch Units No. 1 & No. 2
(NUCLEAR -- 30% OWNERSHIP) 513,198 183,895
Wansley Units No. 1 & No. 2
(FOSSIL -- 30% OWNERSHIP) 166,229 81,541

Scherer Unit No. 1
(FOSSIL -- 60% OWNERSHIP) 427,162 174,621
Tallassee (Harrison Dam)
(HYDRO -- 100% OWNERSHIP) 9,277 1,463
Wansley (COMBUSTION TURBINE --
30% OWNERSHIP) 3,665 1,044
Transmission and distribution
plant 791,314 159,415
Other 112,905 31,027

Property under capital lease
Scherer Unit No. 2
(FOSSIL -- 60% LEASEHOLD) 299,083 74,746
----------- -----------
TOTAL IN-SERVICE $ 5,100,299 $ 1,231,818
----------- -----------
----------- -----------

CONSTRUCTION WORK IN PROGRESS
Rocky Mountain
(HYDRO -- 73.4%
OWNERSHIP*) $ 498,832
Generation improvements 18,908
Transmission and distribution
plant 19,699
Other 1,350
-----------
TOTAL CONSTRUCTION WORK IN PROGRESS $ 538,789
-----------
-----------
<FN>
* Estimated ownership percentage as of December 31, 1994. Ownership percentage
at project completion is expected to be approximately 75%.
-------------------------------------------------------------------------------
</TABLE>

In 1988, Oglethorpe acquired from GPC an undivided ownership interest in
the Rocky Mountain Project, a pumped storage hydroelectric facility (Rocky
Mountain). Under the Rocky Mountain agreements, Oglethorpe assumed
responsibility for construction of the facility, which was commenced by GPC.
Under the agreements, GPC retained its current investment in Rocky Mountain. The
ultimate ownership interests of Oglethorpe and GPC in the facility will be based
on the ratio of each party's direct construction costs to total project direct
construction costs with certain adjustments. It is expected that the ownership
interests of Oglethorpe and GPC in Rocky Mountain at project completion will be
approximately 75% and 25%, respectively. Rocky Mountain is subject to a license
issued by FERC to Oglethorpe and GPC. This license requires that construction be
completed by June 1, 1996. The current schedule anticipates commercial operation
by the summer of 1995. Rocky Mountain was approximately 98.1% complete as of
December 31, 1994.
Oglethorpe is financing its share of Rocky Mountain from the proceeds of an
RUS-guaranteed loan funded through the FFB. As of December 31, 1994, a total of
approximately $285,000,000 remained available to be drawn as permanent financing
for Rocky Mountain. Such amount is considered more than adequate by Oglethorpe
to complete the project. The obligation to advance funds under the FFB loan
commitment, however, is subject to certain conditions, including the requirement
that Oglethorpe maintain an annual TIER of at least 1.0 and that the RUS shall
not have determined that there has occurred any material adverse change in the
assets, liabilities, operations, or financial condition of Oglethorpe or any
circumstances involving the nature or operation of the business of Oglethorpe.
In management's opinion, no such material adverse change has occurred.
Oglethorpe is engaged in a continuous construction program and, as of
December 31, 1994, estimates property additions (including capitalized interest)
to be approximately $177,000,000 in 1995, $125,000,000 in 1996 and $129,000,000
in 1997, primarily for construction of Rocky Mountain and replacements and
additions to generation and transmission facilities.
Primarily as a result of its ownership of a majority interest in Rocky
Mountain, Oglethorpe determined that the Pickens County Pumped Storage
Hydroelectric Project was not needed within its present planning horizon.
Accordingly, Oglethorpe is amortizing the accumulated project costs in excess of
the value of the land purchased. The remaining unamortized project costs of
approximately $16,905,000 are reflected as deferred charges on the accompanying
balance sheets. Oglethorpe's Board of Directors has authorized that these
project costs be amortized and fully recovered through future rates over a
period of 15 years beginning in 1992.
As a result of the availability of long-term capacity purchases at similar
costs but with reduced risks to Oglethorpe and its Members, Oglethorpe
determined that the Smarr Combustion Turbine Project was not needed within the
present planning horizon. Therefore, Oglethorpe will write off the accumulated
project costs in excess of the current value of the land purchased. These
project costs of $9,437,000 have been reclassified from electric plant in
service to deferred charges on the accompanying balance sheets. Oglethorpe's
Board of Directors has authorized that these project costs be amortized and
fully recovered through future rates over a period of 15 years beginning in
1995.
In April 1982, Oglethorpe sold to three purchasers certain of the income
tax benefits associated with Scherer Unit No.1 and related common facilities
pursuant to the safe harbor lease provisions of the Economic Recovery Tax Act of
1981. Oglethorpe received a total of approximately $110,000,000 from the safe
harbor lease transactions. Oglethorpe accounts for the proceeds as a deferred
credit, sale of income tax benefits, and is amortizing the amount over the
20-year term of the leases.
In October 1989, Oglethorpe sold to GPC a 24.45% ownership interest in the
Plant Scherer common facilities as required under the Plant Scherer Purchase and
Ownership Agreement to adjust its ownership in the Scherer units. Oglethorpe
realized a gain on the sale of $50,600,000. RUS and Oglethorpe's Board of
Directors approved a plan whereby this gain was deferred and was

45
<PAGE>
amortized over 60 months ending in September 1994.
Oglethorpe's proportionate share of direct expenses of joint operation of
the above plants is included in the corresponding operating expense captions
(e.g., fuel, production or depreciation) on the accompanying statements of
revenues and expenses.

7. EMPLOYEE BENEFIT PLANS:
Oglethorpe has a noncontributory defined benefit pension plan covering
substantially all employees. Oglethorpe's pension cost was approximately
$1,262,000 in 1994, $1,038,000 in 1993 and $362,000 in 1992. For 1992, pension
cost was reduced by a $539,000 net gain from a plan curtailment. The plan
curtailment resulted from a workforce reduction undertaken in the second quarter
of 1992. Plan benefits are based on years of service and the employee's
compensation during the last ten years of employment. Oglethorpe's funding
policy is to contribute annually an amount not less than the minimum required by
the Internal Revenue Code and not more than the maximum tax deductible amount.
The plan's pension cost recognized in 1994, 1993 and 1992 is shown as
follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Pension cost was comprised of the
following
Service cost -- benefits earned
during the year $ 1,084 $ 884 $ 854
Interest cost on projected
benefit obligation 714 617 535
Actual return on plan assets 387 (698) (424)
Net amortization and deferral (911) 247 (64)
Net gain from a plan
curtailment (12) (12) (539)
-------- -------- --------
Net pension cost $ 1,262 $ 1,038 $ 362
-------- -------- --------
-------- -------- --------
-------------------------------------------------------------------------------
</TABLE>

The plan's funded status in Oglethorpe's financial statements as of
December 31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of accumulated
plan benefits
Vested $ 5,281 $ 5,237
Nonvested 380 407
-------- --------
$ 5,661 $ 5,644
-------- --------
-------- --------

Projected benefit obligation $ (9,276) $ (9,920)
Plan assets at fair value 7,282 6,911
--------- ---------
Projected benefit obligation in
excess of plan assets (1,994) (3,009)
Unrecognized net loss (gain) from
past experience different from
that assumed and effects
of changes in assumptions (861) 390
Prior service cost not yet recognized
in net periodic pension cost 598 693
Unrecognized net asset at transition
date being recognized over
19 years (133) (145)
--------- ---------
Pension accrual $ (2,390) $ (2,071)
--------- ---------
--------- ---------
-------------------------------------------------------------------------------
</TABLE>

The discount rate and rate of increase in future compensation levels used
in determining the actuarial present value of the projected benefit obligations
shown above were 8.5% and 5.0% in 1994, and 7.5% and 5.5% in 1993, respectively.
The expected long-term rate of return on plan assets was 8% in 1994 and 1993,
and the discount rate used in determining the pension expense was 7.5% in 1994
and 8.5% in 1993.
Oglethorpe has a contributory employee thrift plan covering substantially
all employees. Employee contributions to the plan may be invested in one or more
of three funds. The employee may contribute, subject to IRS limitations, up to
16% of his annual compensation. Oglethorpe will match the employee's
contribution up to one-half of the first 6% of the employee's annual
compensation, as long as there is sufficient net margin to do so. Oglethorpe's
contributions to the plan were approximately $565,000 in 1994, $503,000 in 1993
and $503,000 in 1992.

8. NUCLEAR INSURANCE:
GPC, on behalf of all the co-owners of Plants Hatch and Vogtle, is a member
of Nuclear Mutual Limited (NML), a mutual insurer established to provide
property damage insurance coverage in an amount up to $500,000,000 for members'
nuclear generating facilities. In the event that losses exceed accumulated
reserve funds, the members are subject to retroactive assessments (in proportion
to their participation in the mutual insurer). The portion of the current
maximum annual assessment for GPC that would be payable by Oglethorpe, based on
ownership share adjusted for sell-back, is limited to approximately $8,060,000
for each nuclear incident.
GPC, on behalf of all the co-owners of Plants Hatch and Vogtle, is also a
member of Nuclear Electric Insurance Limited (NEIL), a mutual insurer, and
Oglethorpe has coverage under NEIL II and NEIL III, which provide insurance to
cover decontamin-ation, debris removal and premature decommissioning as well as
excess property damage to nuclear generating facilities for an additional
$2,250,000,000 for losses in excess of the $500,000,000 NML coverage described
above. Under the NEIL policies, members are subject to retroactive assessments
in proportion to their participation if losses exceed the accumulated funds
available to the insurer under the policy. The portion of the current maximum
annual assessment for GPC that would be payable by Oglethorpe, based on
ownership share adjusted for sell-back, is limited to approximately $14,260,000.
For all on-site property damage insurance policies for commercial nuclear
power plants, the NRC requires that the proceeds of such policies issued or
annually renewed on or after April 2, 1991 shall be dedicated first for the sole
purpose of placing the reactor in a safe and stable condition after an accident.
Any remaining proceeds are next to be applied toward the costs of
decontamination and debris removal operations ordered by the NRC, and any
further remaining proceeds are to be paid either to the company or to its bond
trustees as may be appropriate under the policies and applicable trust
indentures.

46
<PAGE>
The Price-Anderson Act, as amended in 1988, limits public liability claims
that could arise from a single nuclear incident to $8,900,000,000, which amount
is to be covered by private insurance and agreements of indemnity with the NRC.
Such private insurance (in the amount of $200,000,000 for each plant, the
maximum amount currently available) is carried by GPC for the benefit of all the
co-owners of Plants Hatch and Vogtle. Agreements of indemnity have been entered
into by and between each of the co-owners and the NRC. In the event of a nuclear
incident involving any commercial nuclear facility in the country involving
total public liability in excess of $200,000,000, a licensee of a nuclear power
plant could be assessed a deferred premium of up to $79,275,000 per incident for
each licensed reactor operated by it, but not more than $10,000,000 per reactor
per incident to be paid in a calendar year. On the basis of its sell-back
adjusted ownership interest in four nuclear reactors, Oglethorpe could be
assessed a maximum of $93,810,000 per incident, but not more than $11,830,000 in
any one year.
Oglethorpe participates in an insurance program for nuclear workers that
provides coverage for worker tort claims filed for bodily injury caused at
commercial nuclear power plants. In the event that claims for this insurance
exceed the accumulated reserve funds, Oglethorpe could be subject to a total
maximum assessment of $3,320,000.
All retrospective assessments, whether generated for liability or property,
may be subject to applicable state premium taxes.

9. POWER PURCHASE AND SALE AGREEMENTS:
Oglethorpe has entered into long-term power purchase agreements with GPC,
Big Rivers Electric Corporation (Big Rivers), and Entergy Power, Inc. (EPI).
Under the agreement with GPC, Oglethorpe will purchase on a take-or-pay basis
1,250 megawatts (MW) of capacity through the period ending August 31, 1996.
Effective September 1, 1996, Oglethorpe will purchase 1,000 MW of capacity
through the period ending December 31, 2002, subject to reductions or extension
with proper notice. The Big Rivers agreement commenced in August 1992 and is
effective through July 2002. Oglethorpe is obligated under this agreement to
purchase on a take-or-pay basis 100 MW of firm capacity and certain minimum
energy amounts associated with that capacity. The EPI agreement commenced in
July 1992, has a term of ten years and represents a take-or-pay commitment by
Oglethorpe to purchase 100 MW of capacity.
Oglethorpe has a contract with Hartwell Energy Limited Partnership for the
purchase of approximately 300 MW of capacity for a 25-year period commencing in
April 1994.
Oglethorpe has entered into a short-term seasonal power purchase agreement
with Florida Power Corporation. Under the agreement, Oglethorpe will purchase 50
MW of capacity on a take-or-pay basis for the period June 1, 1997 through
September 30, 1997 and 275 MW for the period June 1, 1998 through September 30,
1998.
As of December 31, 1994, Oglethorpe's minimum purchase commitments under
the above agreements, without regard to capacity reductions or adjustments for
changes in costs, for the next five years are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
YEAR ENDING DECEMBER 31, (DOLLARS IN THOUSANDS)
-------------------------------------------------------------------------------
<S> <C>
1995 $ 153,270
1996 148,735
1997 138,243
1998 145,248
1999 144,261
-------------------------------------------------------------------------------
</TABLE>

Oglethorpe's power purchases from these agreements amounted to
approximately $182,965,000 in 1994, $192,059,000 in 1993 and $192,321,000 in
1992.
Oglethorpe has entered into an agreement with Alabama Electric Cooperative
to sell 100 MW of capacity for the period June 1998 through December 2005.

10. QUARTERLY FINANCIAL DATA (UNAUDITED):
Summarized quarterly financial information for 1994 and 1993 is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
First Second Third Fourth
(DOLLARS IN THOUSANDS) Quarter Quarter Quarter Quarter
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994
Operating revenues $267,618 $263,035 $266,818 $258,611
Operating margin 81,882 75,704 68,087 61,734
Net margin 20,184 13,511 4,386 (14,999)

1993
Operating revenues $272,143 $283,319 $284,737 $260,461
Operating margin 93,807 85,945 76,515 68,025
Net margin 30,090 10,020 (43) (14,346)
-------------------------------------------------------------------------------
</TABLE>

Oglethorpe's business is influenced by seasonal weather conditions. The
negative net margin for the fourth quarter of 1994 was primarily attributable to
the deferral of excess margins. The negative net margin for the fourth quarter
of 1993 was attributable to the deferral of excess margins and to the incurrence
of certain nonrecurring expenses. For a discussion of the amounts of excess
margins deferred, see Note 1.

47
<PAGE>
REPORT OF MANAGEMENT

The management of Oglethorpe Power Corporation has prepared this report and
is responsible for the financial statements and related information. These
statements were prepared in accordance with generally accepted accounting
principles appropriate in the circumstances and necessarily include amounts that
are based on best estimates and judgments of management. Financial information
throughout this annual report is consistent with the financial statements.
Oglethorpe maintains a system of internal accounting controls to provide
reasonable assurance that assets are safeguarded and that the books and records
reflect only authorized transactions. Limitations exist in any system of
internal control based upon the recognition that the cost of the system should
not exceed its benefits. Oglethorpe believes that its system of internal
accounting control, together with the internal auditing function, maintains
appropriate cost/benefit relations.
Oglethorpe's system of internal controls is evaluated on an ongoing basis
by its qualified internal audit staff. The Corporation's independent public
accountants (Arthur Andersen LLP) also consider certain elements of the internal
control system in order to determine their auditing procedures for the purpose
of expressing an opinion on the financial statements.
Arthur Andersen LLP also provides an objective assessment of how well
management meets its responsibility for fair financial reporting. Management
believes that its policies and procedures provide reasonable assurance that
Oglethorpe's operations are conducted with a high standard of business ethics.
In management's opinion, the financial statements present fairly, in all
material respects, the financial position, results of operations, and cash flows
of Oglethorpe Power Corporation.

T. D. Kilgore
President and Chief Executive Officer

Eugen Heckl
Senior Vice President and
Chief Financial Officer

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of Oglethorpe Power Corporation:

We have audited the accompanying balance sheets and statements of
capitalization of Oglethorpe Power Corporation (a Georgia corporation) as of
December 31, 1994 and 1993 and the related statements of revenues and expenses,
patronage capital, and cash flows for each of the three years in the period
ended December 31, 1994. These financial statements are the responsibility of
Oglethorpe's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Oglethorpe Power Corporation
as of December 31, 1994 and 1993 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles.
As explained in Note 3 of notes to financial statements, effective January
1,1994, Oglethorpe Power Corporation changed its method of accounting for
certain investments in debt and equity securities. As explained in Note 1 of
notes to financial statements, effective January 1, 1993, Oglethorpe changed its
method of accounting for income taxes.

Arthur Andersen LLP
Atlanta, Georgia,
February 24, 1995.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) IDENTIFICATION OF DIRECTORS:

Oglethorpe is governed by a Board of 39 Directors, 13 of whom are elected
each year for a three-year term. Each of the 39 Members nominates one Director
who must also be on the Member's Board of Directors. The Directors are then
elected by the Members at their annual meeting. The Members also elect
Alternate Directors. Each Alternate Director must serve as the manager of a
Member to be eligible to serve as an Alternate Director. Under Oglethorpe's
Bylaws, Alternate Directors may attend all Board meetings, but can be counted
for quorum purposes and can exercise the powers and duties of a Director only
during the period when the directorship for whom he is the alternate is vacant
or at any meeting of the Board of Directors when the Director for whom he is the
alternate is absent. The Board of Directors generally meets monthly.

Six standing committees are appointed by the Chairman of the Board and
include both Directors and Alternate Directors. Special committees, as deemed
necessary, are also appointed by the Chairman of the Board or the Board of
Directors. Committee recommendations and management recommendations, subject to
the approval of the Board of Directors, determine the policies and activities of
Oglethorpe.

The Directors and Alternate Directors of Oglethorpe are as follows:

ALTAMAHA EMC

Jmon Warnock--Director, age 69, is a farmer. He has served on the Board of
Directors of Oglethorpe since September 1974. His present term as a Director
will expire in March 1995. He is a member of the Finance Committee of
Oglethorpe. Mr. Warnock is the President of Altamaha EMC and a Director of
Georgia Electric Membership Corporation ("GEMC").

James D. Musgrove--Alternate Director, age 48, is the General Manager of
Altamaha EMC. He has served as an Alternate Director of Oglethorpe since May
1989, with his present term to expire in March 1995. Mr. Musgrove is a Director
of Montgomery County Bankshares in Ailey, Georgia.

AMICALOLA EMC

Charles R. Fendley--Director, age 49, is a Vice President of Jasper Yarn
Processing, Inc., which processes yarn. He has served on the Board of Directors
of Oglethorpe since November 1993, with his present term to expire in March
1995. Mr. Fendley is the President of Amicalola EMC. He is also a Director of
GEMC and a Director of Crescent Bank & Trust Co. in Jasper, Georgia.

John S. Dean, Sr.--Alternate Director. For a description of Mr. Dean's
background and experience, see "Identification of Executive Officers and Senior
Executives" below.

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CANOOCHEE EMC

George C. Martin--Director, age 77, is the owner and operator of a farm in
Ellabell, Bryan County, Georgia where he raises beef cattle. He also manages
timberland in Bryan County, Georgia and rental properties in Savannah and
Pembroke, Georgia. Mr. Martin is President of Canoochee EMC. He has served on
the Board of Directors of Oglethorpe since March 1977, with his present term to
expire in March 1995. From March 1978 to March 1984, he served as Vice
President of Oglethorpe.

Donald F. Kennedy--Alternate Director, age 65, is the General Manager of
Canoochee EMC. He has served as an Alternate Director of Oglethorpe since 1985,
with his present term to expire in March 1995. He is a member of the
GEMC/Oglethorpe External Affairs Committee. Mr. Kennedy is also a Director of
the Tattnall Bank in Reidsville, Georgia.

CARROLL EMC

J. G. McCalmon--Director, age 77, is the owner of a farm in Carrollton,
Georgia, where he raises chickens and beef cattle. He has served on the Board
of Directors of Oglethorpe since September 1974, with his present term to expire
in March 1996. He is Chairman of the Board of Carroll EMC. Mr. McCalmon is
also a Director of GEMC, a Director of the Farm Bureau, a Director of Carroll
County Sales Barn, and a Director of the Carroll County Chamber of Commerce.

Gary M. Bullock--Alternate Director, age 53, is President and Chief
Executive Officer of Carroll EMC. He has served as an Alternate Director of
Oglethorpe since June 1978, and his present term will expire in March 1996. He
is a member of the Operations Committee. Mr. Bullock is also the Secretary of
Southeastern Data Cooperative, Inc., a Director of the Georgia Cooperative
Council and a Director of Carrollton Federal Bank, F.S.B. in Carrollton,
Georgia.

CENTRAL GEORGIA EMC

D. A. Robinson, III--Director, age 54, is the owner and operator of a dairy
farm in Griffin, Georgia. He has served on the Board of Directors of Oglethorpe
since March 1984, and his present term will expire in March 1995. He serves as
Secretary-Treasurer of Central Georgia EMC.

George L. Weaver--Alternate Director, age 47, has been the President of
Central Georgia EMC since 1989. Prior to that time he was General Manager,
Manager of Accounting, and Financial Manager. He has served as an Alternate
Director of Oglethorpe since 1983, and his present term will expire in March
1995. He is a member of the Operations Committee. He is Vice President of the
Board of Directors of Federated Rural Electric Insurance Corporation in Shawnee
Mission, Kansas and Chairman of the Board of Directors of Southeastern Data
Cooperative. Mr. Weaver is also Chairman of the Butts County Industrial
Development Authority and Vice Chairman of the West Central Georgia Private
Industry Council. He serves on the Advisory Board of NationsBank of Georgia,
N.A.

COASTAL EMC

James E. Estes--Director, age 59, has served on the Board of Directors of
Oglethorpe since March 1982, with his present term to expire in March 1997. He
is a member of the Executive Committee. He is also Vice President of the Board
of Directors of Coastal EMC. Additionally, he works in avionic maintenance for
Georgia Air National Guard, is President of Ways Company, Inc., a real estate
development company in Richmond Hill, Georgia, and is a proprietor of Estes Tax
Service, an income tax service in Richmond Hill, Georgia.

Wayne Collins--Alternate Director, age 44, is the General Manager of
Coastal EMC and has served as an Alternate Director of Oglethorpe since March
1977. His present term as an Alternate Director will expire in March 1997.

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COBB EMC

Larry N. Chadwick--Director, age 54, is the owner of Chadwick's Hardware in
Woodstock, Georgia. He has served on the Board of Directors of Oglethorpe since
July 1989, with his present term to expire in March 1995. He is Chairman of the
Board of Cobb EMC.

Dwight Brown--Alternate Director, age 49, is President and Chief Executive
Officer of Cobb EMC. He previously served as Vice President of Engineering and
Operations for Cobb EMC. He has served as an Alternate Director of Oglethorpe
since October 1993, with his present term to expire in March 1995.

COLQUITT EMC

Simmie King--Director, age 51, is the owner and operator of a farm. He has
served on the Board of Directors of Oglethorpe since March 1991, with his
present term to expire in March 1996.

R. L. Gaston--Alternate Director, age 47, is the General Manager of
Colquitt EMC. From January 1985 to January 1990, he was Manager of Engineering
and Operations for Colquitt EMC. He has served as an Alternate Director of
Oglethorpe since February 1990, with his present term to expire in March 1996.

COWETA-FAYETTE EMC

W. F. Farr--Director, age 82, is a banker. He has served on the Board of
Directors of Oglethorpe since March 1975, with his present term to expire in
March 1995. He is currently the Chairman of the Oglethorpe Human Resources
Management Committee. He has been President of Coweta-Fayette EMC since 1974.
He previously served as President of the Fayette State Bank in Peachtree City,
Georgia and as a Director and Consultant for Citizens and Southern National
Bank, South Metro Board in Atlanta, Georgia. Since June 1985, he has been the
owner and President of Pioneer Financial Associates, Inc. in Peachtree City,
Georgia.

Michael C. Whiteside--Alternate Director, age 52, has been General Manager
of Coweta-Fayette EMC since August 1983. He previously served as Administrative
Assistant of Coweta-Fayette EMC. He has served as an Alternate Director of
Oglethorpe since September 1983, with his present term to expire in March 1995.

EXCELSIOR EMC

Vacant--Director

Gary T. Drake--Alternate Director, age 46, is the General Manager of
Excelsior EMC. He has served as an Alternate Director of Oglethorpe since
January 1979, with his present term to expire in March 1997. He was
Secretary-Treasurer of Oglethorpe from March 1984 through March 1989. He is
currently a member of the Operations Committee. Mr. Drake is also a Director of
GEMC and a Director of Pineland State Bank in Metter, Georgia.

FLINT EMC

Jeff S. Pierce, Jr.--Director, age 63, has served on the Board of Directors
of Oglethorpe since June 1992, with his present term to expire in March 1997.
He has served as a Director of Flint EMC since 1964. He previously served 28
years as Chief Executive Officer and as a Director for the First Federal Savings
and Loan Association in Warner Robins, Georgia. He is also a Director of GEMC.

Harold B. Smith--Alternate Director, age 59, has been employed as General
Manager of Flint EMC since November 1978. He has served as an Alternate
Director of Oglethorpe since 1978, with his present term to expire in March
1997. He is currently a member of the Planning and Construction Committee of
Oglethorpe and Chairman of the GEMC/Oglethorpe External Affairs Committee.

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GRADY EMC

Donald C. Cooper--Director, age 64, is the owner, operator and President of
Cooper Farms, Inc., a farm in Grady County, Georgia where he grows row crops and
raises cattle. He has served on the Board of Directors of Oglethorpe since
March 1975, with his present term to expire in March 1996.

Thomas A. Rosser--Alternate Director, age 47, has been employed as General
Manager of Grady EMC since January 1992. He has served as an Alternate Director
of Oglethorpe since January 1992, with his present term to expire in March 1996.
Mr. Rosser is also a Director of the Cairo Banking Company in Cairo, Georgia.

GREYSTONE POWER CORPORATION, AN EMC

J. Calvin Earwood--Director. For a description of Mr. Earwood's background
and experience, see "Identification of Executive Officers and Senior Executives"
below.

Tim B. Clower--Alternate Director, age 58, is President and Chief Executive
Officer of GreyStone Power Corporation, an EMC. He has served as an Alternate
Director of Oglethorpe since September 1974, with his present term to expire in
March 1995. Mr. Clower serves on the Boards of Directors of Citizens &
Merchants State Bank and GEMC Workers' Compensation Fund.

HABERSHAM EMC

Herbert Church--Director, age 58, is a logging contractor. He has served
on the Board of Directors of Oglethorpe since August 1991, with his present term
to expire in March 1996. He has been a Director of Habersham EMC since 1977.

William E. Canup--Alternate Director, age 59, is the General Manager of
Habersham EMC. Mr. Canup was Manager of Engineering/Operations of Habersham EMC
from 1979 to 1984 and served as Assistant Manager of Habersham EMC from 1984 to
1986. He has served as an Alternate Director of Oglethorpe since July 1986,
with his present term to expire in March 1996.

HART EMC

Mac F. Oglesby--Director, age 62, served as Assistant Secretary-Treasurer
of Hart EMC from July 1986 through December 1987, when he was appointed
President. He has served as a Director of Oglethorpe since February 1987, with
his present term to expire in March 1997. He is currently a member of the
Planning and Construction Committee and the Wholesale Power Contract Oversight
Committee of Oglethorpe. He also was a U.S. Postal Service Rural Carrier for 30
years.

Grooms Johnson--Alternate Director, age 65, has been the General Manager of
Hart EMC since March 1991. Prior to that time, he served as Assistant Manager
of Hart EMC. He has served as an Alternate Director of Oglethorpe since March
1991, with his present term to expire in March 1997. Mr. Johnson is also a
Director of Bank of Hartwell in Hartwell, Georgia.

IRWIN EMC

Benny W. Denham--Director. For a description of Mr. Denham's background
and experience, see "Identification of Executive Officers and Senior Executives"
below.

Harold Randall Crenshaw--Alternate Director, age 43, has been the General
Manager of Irwin EMC since February 1988. He has served as an Alternate
Director of Oglethorpe since February 1988, with his present term to

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expire in March 1995. He is Chairman and past Vice Chairman of the Finance
Committee of Oglethorpe. Mr. Crenshaw was Office Manager of Irwin EMC from 1974
to 1988.

JACKSON EMC

E. L. McLocklin--Director, age 82, is a cattle farmer. He is also Chairman
of the Board of Directors of Jackson EMC. He has served as a Director of
Oglethorpe since October 1989, with his present term to expire in March 1996.

Randall Pugh--Alternate Director, age 51, is President and Chief Executive
Officer of Jackson EMC. From August 1984 to January 1988 he was General Manager
of Jackson EMC. He was also General Manager of Walton EMC from 1977 to August
1984. He has served as an Alternate Director of Oglethorpe since 1977. His
present term as Alternate Director will expire in March 1996. He is currently a
member of the Finance Committee. Mr. Pugh is also a Director of the First
National Bank of Jackson County in Jefferson, Georgia.

JEFFERSON EMC

Sam Rabun--Director, age 63, is part owner of a livestock farm. He has
served as a Director of Oglethorpe since March 1993, with his present term to
expire in March 1996. Mr. Rabun is the President of Jefferson EMC.

Ralph E. Lewis--Alternate Director, age 50, has been the General Manager of
Jefferson EMC since 1979. He has served as an Alternate Director of Oglethorpe
since 1979, with his present term to expire in March 1996. He is also President
of the GEMC Workers' Compensation Fund.

LAMAR EMC

E. J. Martin, Jr.--Director, age 67, is the owner of the Country Kitchen
restaurant in Barnesville, Georgia. He is a retired tax assessor and appraiser
for Lamar County. He has served on the Board of Directors of Oglethorpe since
March 1982, with his present term to expire in March 1997. He is a member of
the GEMC/Oglethorpe Human Resources Management Committee. Mr. Martin is the
President of Lamar EMC and a Director of GEMC.

J. Raleigh Henry--Alternate Director, age 44, is General Manager of Lamar
EMC. Prior to becoming General Manager, he served as Office Manager of Lamar
EMC. He has served as an Alternate Director of Oglethorpe since 1990, with his
present term to expire in March 1997.

LITTLE OCMULGEE EMC

Jim M. Knight--Director, age 59, is owner and manager of Knight Farms. He
has served on the Board of Directors of Oglethorpe since April 1994, with his
present term to expire in March 1997. Mr. Knight is also a Director of Little
Ocmulgee EMC.

A. Arnold Horton--Alternate Director, age 48, is the General Manager of
Little Ocmulgee EMC. He previously served as Manager of Engineering and
Operations and has been with Little Ocmulgee EMC since 1983. Mr. Horton is a
member of Oglethorpe's Planning and Construction Committee. He has served as
the Alternate Director of Oglethorpe since March 1993, with his present term to
expire in March 1997.

MIDDLE GEORGIA EMC

Ronnie Fleeman--Director, age 60, is a self-employed land and timber
developer. He has served on the Board of Directors of Oglethorpe since 1990.
His present term as a Director will expire in March 1995. He is a member of the
Oglethorpe Human Resources Management Committee.

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Charles Hugh Richardson--Alternate Director, age 41, has been General
Manager of Middle Georgia EMC since June 1983. From January 1983 to June 1983,
he was Acting General Manager of Middle Georgia EMC, and from September 1976 to
January 1983, he was Manager of Engineering at Middle Georgia EMC. He has
served as an Alternate Director of Oglethorpe since 1983, with his present term
to expire in March 1995.

MITCHELL EMC

D. Lamar Cooper--Director, age 59, operates a dairy farm. He has served on
the Board of Directors of Oglethorpe since September 1974. His present term as
a Director will expire in March 1996. He is a member of the Operations
Committee of Oglethorpe.

Gerald Freehling--Alternate Director, age 51, has been General Manager of
Mitchell EMC since September 1987. Since that time, he has served as an
Alternate Director of Oglethorpe. His present term expires in March 1996. He
previously served as General Manager of Steuben Rural Electric Cooperative in
Bath, New York.

OCMULGEE EMC

Barry H. Martin--Director, age 46, is a farmer. He has served on the Board
of Directors of Oglethorpe since March 1983. His present term as a Director
expires in March 1997. Mr. Martin is the President of Ocmulgee EMC.

Dennis Grenade--Alternate Director, age 54, has been employed by Ocmulgee
EMC since December 1957. He has been General Manager since October 1987 and was
previously Acting Manager and Manager of Operations. He has served as an
Alternate Director since October 1987, and his present term expires in March
1997. He is a member of the Planning & Construction Committee.

OCONEE EMC

John B. Floyd, Jr.--Director, age 52, has served on the Board of Directors
of Oglethorpe since March 1980, with his present term to expire in March 1996.
He is the Vice Chairman of the Board of Oconee EMC and is a Director of CFC.

Preston L. Johnson--Alternate Director, age 60, is President and Chief
Executive Officer of Oconee EMC. He has served as an Alternate Director of
Oglethorpe since September 1974, with his present term to expire in March 1996.
He was Secretary-Treasurer of Oglethorpe from September 1974 to March 1984. He
is currently a member of the Oglethorpe Finance Committee.

OKEFENOKE RURAL EMC

Steve Rawl, Sr.--Director, age 48, has been President of Rawls, Inc., a
gift shop, since 1972. He has served as a Director of Oglethorpe since
September 1993, with his present term to expire in March 1997. He is also a
Director of GEMC.

W. Don Holland--Alternate Director, age 44, is General Manager of Okefenoke
Rural EMC. He has served as an Alternate Director of Oglethorpe since 1979,
with his present term to expire in March 1997. He was formerly General Manager
of Little Ocmulgee EMC. He is currently Chairman of the Planning and
Construction Committee of Oglethorpe.

PATAULA EMC

James Grubbs--Director, age 72, is a farmer. He is involved with
fertilizer and chemical sales, and operates an air spray service and a peanut
purchasing plant. He has served on the Board of Directors of Oglethorpe since

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March 1983. His present term as a Director will expire in March 1996. He is a
member of the Finance Committee of Oglethorpe.
Gary W. Wyatt--Director, age 42, is General Manager of Pataula EMC. He has
served as an Alternate Director of Oglethorpe since July 1986, with his present
term to expire in March 1996. He previously was Operations Manager and
Assistant Operations Superintendent of Coosa Valley Electric Cooperative.

PLANTERS EMC

Sammy M. Jenkins--Director, age 68, is in the farm machinery business and
has been President of Jenkins Ford Tractor Co., Inc. since 1973. He has served
on the Board of Directors of Oglethorpe since March 1988, with his present term
to expire in March 1997. He is Vice President of Planters EMC. He was Vice
Chairman of the Board of Oglethorpe from March 1989 to March 1990.

Ellis H. Lovett--Alternate Director, age 59, is General Manager of Planters
EMC and has served as an Alternate Director of Oglethorpe since 1983. His
present term as an Alternate Director will expire in March 1997. He is a member
of the Operations Committee of Oglethorpe.

RAYLE EMC

J.M. Sherrer--Director, age 59, is the owner of a grocery, hardware, gas
and feed store. He has served on the Board of Directors of Oglethorpe since
September 1993, with his present term to expire in March 1997.

Wayne Poss--Alternate Director, age 49, has served as General Manager of
Rayle EMC since December 1992. Prior to that time, he served as Manager of
Engineering for Rayle EMC. He has served as an Alternate Director to Oglethorpe
since February 1993, with his present term to expire in March 1997. He is a
member of the GEMC/Oglethorpe External Affairs Committee.

SATILLA RURAL EMC

Jack D. Vickers--Director, age 77, is the owner and operator of a farm in
Coffee County, Georgia. He has served on the Board of Directors of Oglethorpe
since March 1975. His present term will expire in March 1997.

R. Lehman Lanier--Alternate Director, age 75, is President and Chief
Executive Officer of Satilla Rural EMC. He has served as an Alternate Director
of Oglethorpe since September 1974, and his present term expires in March 1997.
He is a member of the Operations Committee of Oglethorpe. He is also a Director
of Southeastern Data Cooperative, Inc.

SAWNEE EMC

C. W. Cox, Jr.--Director, age 67, is the owner of Cox Digging & Grading, a
general contracting sole proprietorship. He has served as a member of the Board
of Directors of Oglethorpe since February 1987, with his present term to expire
in March 1997.

Michael A. Goodroe--Alternate Director, age 38, is Executive Vice President
and General Manager of Sawnee EMC. He previously served as Assistant General
Manager of Sawnee EMC. He has served as an Alternate Director of Oglethorpe
since 1990, with his present term to expire in March 1997. He is a member of
the Oglethorpe Finance Committee.

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SLASH PINE EMC

Johnnie Crumbley--Director, age 72, is President of Slash Pine EMC. He
retired in 1982 from the Seaboard Coastline System. He has served as a member
of the Board of Directors of Oglethorpe since March 1978, with his present term
to expire in March 1996. He is also a Director of GEMC.

Edward Teston--Alternate Director, age 60, is Manager of Slash Pine EMC.
He has served as an Alternate Director of Oglethorpe since 1985, with his
present term to expire in March 1996.

SNAPPING SHOALS EMC

Jarnett W. Wigington--Director, age 62, is a self-employed wallpapering
contractor. He has served on the Board of Directors of Oglethorpe since 1990.
His present term expires in March 1997.

J. E. Robinson--Alternate Director, age 75, is President, Chief Executive
Officer and Manager of Snapping Shoals EMC. He has been Manager of Snapping
Shoals EMC since 1953. He has served as an Alternate Director of Oglethorpe
since September 1974, with his present term to expire in March 1997.
Mr. Robinson is also a Director of the First National Bank of Newton County.

SUMTER EMC

Bob Jernigan--Director, age 67. He has served as a Director of Oglethorpe
since March 1976, with his present term to expire in March 1996. He served as
Vice Chairman of the Board of Directors of Oglethorpe from March 1990 to March
1993. He is currently a member of the Executive Committee. He is the President
of Sumter EMC and a Director of GEMC.

James T. McMillan--Alternate Director, age 45, is President and Chief
Executive Officer of Sumter EMC. He was appointed General Manager of Sumter EMC
in 1984. The General Manager title was changed to President/CEO in 1994. Prior
to that time, he served as Manager of the Staff Services Department of Sumter
EMC, Manager of the Construction and Maintenance Department of Sumter EMC, and
Manager of the Office Services Department of Sumter EMC. He has served as an
Alternate Director of Oglethorpe since 1984, with his present term to expire in
March 1996.

THREE NOTCH EMC

C. Willard Mims--Director, age 48, is a farmer. He has served on the Board
of Directors since 1991, with his present term to expire in March 1996. He is a
member of the GEMC/Oglethorpe External Affairs Committee. He is also a Director
of GEMC.

Carlton O. Thomas--Alternate Director, age 47, has been General Manager of
Three Notch EMC since 1990. Prior to that time, he served as Office Manager of
Three Notch EMC. He has served as an Alternate Director of Oglethorpe since
1990, with his present term to expire in March 1996. He is also a Director of
First Federal Savings Bank of Southwest Georgia.

TRI-COUNTY EMC

James E. Dooley--Director, age 68, is self-employed in the real estate
business. He has served on the Board of Directors of Oglethorpe since November
1986, with his present term to expire in March 1996. Prior to his retirement in
1982, he was employed as a Director in the U.S. Department of Agriculture.

Carol Robertson--Alternate Director, age 46, is the General Manager of Tri-
County EMC. She has served as an Alternate Director of Oglethorpe since July
1988, with her present term to expire in March 1996. She is a member of the
GEMC/Oglethorpe External Affairs Committee.

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TROUP EMC

Willis T. Woodruff--Director, age 69, is a self-employed cattleman. He has
served on the Board of Directors of Oglethorpe since March 1987, with his
present term to expire in March 1995. Mr. Woodruff is currently a member of the
Oglethorpe Human Resources Management Committee. He is also a Director of GEMC.

Wayne Livingston--Alternate Director, age 43, has been the Executive Vice
President and General Manager of Troup EMC since August 1987. Prior to that
time, he was General Manager of Ocmulgee EMC. He has served as an Alternate
Director of Oglethorpe since 1978, with his present term to expire in March
1995. He is a member of the Finance Committee.

UPSON COUNTY EMC

Hubert Hancock--Director, age 78, has been President of the Upson County
EMC for the past 33 years. He has served as a Director of Oglethorpe since
September 1974, serving as Vice President from 1975 to 1978, as President from
March 1984 to July 1986, and as Chairman of the Board from July 1986 to March
1989. His present term as Director expires in March 1995, and he currently
serves on the Executive Committee of Oglethorpe. Prior to his involvement with
Oglethorpe and Upson County EMC, Mr. Hancock was a general farmer as well as a
peach farmer and cattle farmer. Mr. Hancock is also a Director of West Central
Georgia Bank in Thomaston, Georgia, Chairman of Upson County Hospital Authority.

Walter E. Hammond--Alternate Director, age 63, is General Manager of Upson
County EMC. He has served as an Alternate Director of Oglethorpe since 1978,
and his present term will expire in March 1995.

WALTON EMC

Hendrix B. Wiley, Jr., Age 50, is a retired dairy farmer. He has served on
the Board of Directors of Oglethorpe since August 1994, with his present term to
expire in March 1995. Mr. Wiley is also a director of Walton EMC.

D. Ronnie Lee--Alternate Director, age 46, has been General Manager of
Walton EMC since August 1993. Prior to that time, he served as Manager of
Engineering and Operations from January 1979 to August 1993 for Walton EMC. He
has served as an Alternate Director of Oglethorpe since September 1993, with his
present term to expire in March 1995.

WASHINGTON EMC

W. W. Archer--Director, age 63, is a self-employed insurance agent and
cattle farmer. He has served on Oglethorpe's Board of Directors since September
1987, and his present term expires in March 1995. He is also a Director of the
Bank of Hancock County in Sparta, Georgia.

Robert S. Moore, Sr.--Alternate Director, age 65, has been General Manager
of Washington EMC since April 1982. Prior to that time, he was Assistant
General Manager of Washington EMC. He has served as an Alternate Director of
Oglethorpe since 1982, with his present term to expire in March 1995. He is a
member of the Planning and Construction Committee of Oglethorpe.

(b) IDENTIFICATION OF EXECUTIVE OFFICERS AND SENIOR EXECUTIVES:

Oglethorpe is managed and operated under the direction of a President and
Chief Executive Officer, who is appointed by the Board of Directors. The
executive officers of Oglethorpe and their principal occupations are as follows:

57
<PAGE>
J. Calvin Earwood, Chairman of the Board, age 53, has served as a principal
executive officer of Oglethorpe since March 1984 (from March 1984 to July 1986,
as Vice President; from July 1986 to March 1989, as Vice Chairman of the Board;
and since March 1989, as Chairman of the Board). Mr. Earwood has served as a
Director of Oglethorpe since March 1981, with his present term to expire in
March 1995. He is currently the Chairman of the Executive Committee of
Oglethorpe and a member of the Oglethorpe Human Resources Management Committee.
He was previously a member of the Operations Review Committee of Oglethorpe.
From 1965 through 1982, Mr. Earwood was a salesman and part owner of Builders
Equipment Company. Since January 1983, he has been the owner and President of
Sunbelt Fasteners, Inc., which sells specialty tools and fasteners to the
commercial construction trade. He is also Vice Chairman of the Board of
Directors of Community Trust Bank in Hiram, Georgia and a Director of GreyStone
Power Corporation.

Benny W. Denham--Vice Chairman of the Board, age 64, has served as a
principal executive officer of Oglethorpe since March 1993. He has served as a
member of Oglethorpe's Executive Committee and on the Board of Directors of
Oglethorpe since December 1988. His present term will expire in March 1995. He
was previously a member of the Power Planning and Technical Advisory Committee
of Oglethorpe. He is also the past President of GEMC and currently serves on
GEMC's Executive Committee and is a Director of Community National Bank in
Ashland, Georgia. Mr. Denham is a Director of Irwin EMC.

John S. Dean, Sr., Secretary-Treasurer, age 55, has served as
Secretary-Treasurer of Oglethorpe since March 1989. He has served as an
Alternate Director of Oglethorpe since 1975, with his present term to expire in
March 1995. He is currently a member of the Executive Committee. He previously
served on Oglethorpe's Operations Review Committee and Finance Committee.
Mr. Dean has been General Manager/Chief Executive Officer of Amicalola EMC since
1974. Prior to his employment with Amicalola EMC, he was Controller of Pickens
General Hospital. Currently, he is on the Board of Directors of Southeastern
Data Cooperative, Inc., Crescent Bank & Trust Company, CoBank, and GEMC Workers'
Compensation Fund. Mr. Dean has a BA degree in Accounting from the University of
Georgia.

T. D. Kilgore, President and Chief Executive Officer, age 47, has served as
an executive of Oglethorpe since July 1984 (from July 1984 to July 1986, as
Division Manager, Power Supply; July 1986 to July 1991, as Senior Vice
President, Power Supply; and since July 1991, as President and Chief Executive
Officer). Mr. Kilgore served as Executive Vice President of GEMC from December
1991 to June 1992. He has served as President and Chief Executive Officer of
GEMC from June 1992 until the present. Mr. Kilgore has over 20 years of
experience, including five years in senior management positions with Arkansas
Power & Light Co. and seven years as a civilian employee with the Department of
the Army in positions ranging from reliability engineering to construction
management. Mr. Kilgore has served on various industry committees including
Electric Power Research Institute's Board of Directors and its Advanced Power
Systems Division and Coal System Division Advisory Committees. He has also
served on the Boards of Directors of the U.S. Committee for Energy Awareness,
the Advanced Reactor Corporation, on the Edison Electric Institute's Power Plant
Availability Improvement Task Force and the Nuclear Power Oversight Committee.
Mr. Kilgore currently serves on the Board of Directors of the Georgia Chamber of
Commerce and on the National Rural Electric Cooperative Association's Power and
Generation Committee. Mr. Kilgore has a BS degree in mechanical engineering from
the University of Alabama, where he has been recognized as a Distinguished
Engineering Fellow, and an ME degree in industrial engineering from Texas A&M.

The senior executives assisting Mr. Kilgore, their areas of responsibility
and a brief summary of their experience are as follows:

David L. Self, Senior Vice President and Group Executive, System
Operations, age 66, has served as an executive of Oglethorpe since August 1991
(from August 1991 to November 1991, as Senior Vice President, Power Supply; from
November 1991 to February 1994, Senior Vice President, Operations; and since
February 1994, as Senior Vice President and Group Executive, Generation).
Mr. Self joined Oglethorpe in February 1988 as the corporation's on-site
representative at Plant Hatch after 30 years in the United States Navy and five
years with Illinois Power Company. He has a BS degree from Saint Mary's College
in California.

58
<PAGE>
Clarence Mitchell, Vice President and Group Executive, Generation, age 41,
has served as an executive of Oglethorpe since January 1995. Prior to that
time, Mr. Mitchell served as Assistant to the Senior Vice President for
Generation from February 1994 to December 1994; Manager of Corporate Planning
from September 1992 to January 1994; Manager of Construction from January 1992
to August 1992; Program Director of Technical Services (environmental, survey
and mapping, land acquisition and R&D) from January 1989 to December 1991; and
from April 1981 to December 1988 held various positions in the generation area,
including supervisor, project engineer and generation engineer. Before coming
to Oglethorpe, Mr. Mitchell spent four years as a field engineer with General
Electric Company and worked various installation and maintenance projects
related to coal, nuclear, gas and oil-fired generation. Mr. Mitchell has an MS
degree in Management from Georgia State University, a BS degree in Mechanical
Engineering from Georgia Institute of Technology and a BS degree in
Interdisciplinary Science from Morehouse College. Mr. Mitchell is presently the
Oglethorpe representative on both the Nuclear Managing Board and the Plant
Scherer Managing Board. For information about the Managing Boards see
"CO-OWNERS OF THE PLANTS AND THE PLANT AND TRANSMISSION AGREEMENTS -- The Plant
Agreements" in Item 1.

Wylie H. Sanders, Vice President and Group Executive, Transmission, age 58,
joined Oglethorpe in January 1994 after 35 years of utility experience,
including 20 years in management positions with Florida Power & Light Company.
Prior to coming to Oglethorpe, he served as Division Commercial Manager from
April 1973 to August 1983; as District General Manager from August 1983 to July
1991; and as Director of Transmission from July 1991 to September 1993 with
Florida Power & Light. Mr. Sanders has a Bachelor's degree in Industrial
Engineering from Georgia Institute of Technology and has participated in Harvard
University's postgraduate Program for Management Development. Mr. Sanders is
presently an Oglethorpe representative on the Joint Committee. For information
about the Joint Committee, see "CO-OWNERS OF THE PLANTS AND THE PLANT AND
TRANSMISSION AGREEMENTS -- The Joint Committee Agreement" in Item 1. Mr.
Sanders is a member of the Board of Trustees of Southern Tech Foundation, Inc.

Nelson G. Hawk, Vice President and Group Executive, Marketing, age 45,
joined Oglethorpe in February 1994 after almost 24 years of electric utility
experience. Prior to coming to Oglethorpe, he held various management positions
with Florida Power & Light Company and related subsidiaries, including as
Director of Regulatory Affairs at Florida Power & Light from October 1993 to
January 1994; as Director of Market Planning from July 1991 to September 1993;
and as Director of Strategic Business and President of FPL Enersys Services,
Inc. (a utility subsidiary providing energy services to commercial/industrial
customers) from April 1989 to June 1991. Mr. Hawk has a BS degree in Electrical
Engineering from Georgia Institute of Technology and an MBA degree from Florida
International University.

W. Clayton Robbins, Senior Vice President and Group Executive, Support
Services, age 48, has served as an executive of Oglethorpe since December 1991
(from December 1991 to February 1994, as Vice President, Corporate Performance,
and since February 1994, as Senior Vice President and Group Executive, Support
Services). Prior to that time, Mr. Robbins served as Department Manager, Project
Services, from September 1986 to November 1988; as Program Director, Marketing
Research and Analysis, from November 1988 to December 1989; and as Vice
President, Marketing Research and Analysis, from December 1989 to December 1991.
Before coming to Oglethorpe, Mr. Robbins spent 17 years with the
Stearns-Catalytic World Corporation and various subsidiaries, including 13 years
in management positions responsible for Human Resources, Information Systems,
Contracts, Insurance, Accounting, and Project Controls. Mr. Robbins has a BA
degree in Business Administration from the University of North Carolina at
Charlotte.

Eugen Heckl, Senior Vice President and Chief Financial Officer, age 60, has
served as an executive of Oglethorpe since March 1975 (from March 1975 to July
1986, as senior finance and accounting executive; from July 1986 to February
1994 as Senior Vice President, Finance; and since February 1994, as Senior Vice
President and Chief Financial Officer). Mr. Heckl has over 30 years of
experience, including ten years as a consultant and auditor to electric
utilities with Arthur Andersen & Co. and two years as Secretary-Treasurer of
Davis Brothers, Inc. Mr. Heckl is a Certified Public Accountant in Georgia and
has a BS degree in accounting from Samford University

59
<PAGE>
and an MBA degree from Emory University. Mr. Heckl has served as a Director of
the GEMC Federal Credit Union since 1983, and as its Chief Financial Officer
since 1984.

G. Stanley Hill, Senior Vice President and Staff Executive, age 59, has
served as an executive of Oglethorpe since October 1975 (from October 1975 to
November 1988, as Director of Planning, Director of Power Supply and Planning,
Division Manager, Power Supply and Engineering, Division Manager, Engineering,
Senior Vice President, Planning and System Operations; from November 1988 to
November 1991, as Senior Vice President, Administration; from November 1991 to
February 1994, as Senior Vice President, Marketing and Customer Service and
since February 1994, as Senior Vice President and Staff Executive, External
Affairs). Mr. Hill has approximately 36 years experience with electric
utilities, including four years in the Engineering Department of the South
Carolina Public Service Authority and 11 years as engineer and senior engineer
with Southern Engineering Company of Georgia, a consulting engineering firm.
Mr. Hill is a registered Professional Engineer and a certified Cogeneration
Professional in Georgia and has a BS degree in electrical engineering from
Clemson University and an MBA degree from Georgia State University. Mr. Hill is
presently an Oglethorpe representative on the Joint Committee. For information
about the Joint Committee, see "CO-OWNERS OF THE PLANTS AND THE PLANT AND
TRANSMISSION AGREEMENTS -- The Joint Committee Agreement" in Item 1.

60
<PAGE>
Item 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth for Oglethorpe's President and Chief
Executive Officer and the four most highly compensated senior executives all
compensation paid or accrued for services rendered in all capacities during the
years ended December 31, 1994, 1993 and 1992. Amounts included in the table
under "Bonus" represent payments based on an incentive compensation policy. All
amounts paid under this policy are fully at risk each year and are earned based
upon the achievement of corporate goals and each individual's contribution to
achieving those goals. In conjunction with this policy, base salaries are
targeted below the market valuations for similar positions and remain fairly
stable unless the job content changes.

<TABLE>
<CAPTION>
ANNUAL
NAME AND COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) COMPENSATION
------------------ ---- -------- ---------- ------------
<S> <C> <C> <C> <C>
T. D. Kilgore 1994 $224,997 $ 0 $ 6,758(1)
President and Chief Executive Officer 1993 211,250 0 7,652
1992 195,000 0 6,585

David L. Self 1994 147,833 10,476 9,117(1)
Sr. Vice President and 1993 135,000 12,143 8,229
Group Executive, System Operations 1992 131,800 18,286 7,177

Eugen Heckl 1994 142,114 13,919 7,600(1)
Sr. Vice President and Chief 1993 142,114 12,228 7,221
Financial Officer 1992 142,114 19,135 6,194

W. Clayton Robbins 1994 140,366 11,946 4,986(1)
Sr. Vice President and 1993 128,000 12,461 4,582
Group Executive, Support Services 1992 131,021 16,245 4,648

G. Stanley Hill 1994 140,000 10,883 5,619(1)
Sr. Vice President and Staff Executive, 1993 140,000 12,580 7,001
External Affairs 1992 140,000 18,195 6,461
______________________
<FN>
(1) Includes contributions made in 1994 by Oglethorpe under the 401(k)
Retirement Savings Plan on behalf of Messrs. Kilgore, Self, Heckl, Robbins and
Hill of $5,344, $2,805, $4,300, $4,179 and $3,523, respectively; and insurance
premiums paid on term life insurance on behalf of Messrs. Kilgore, Self, Heckl,
Robbins and Hill of $1,414, $6,312, $3,300, $807 and $2,096, respectively.

(2) Mr. Kilgore is not a participant in the incentive compensation program.
His compensation is governed solely by the Board of Directors.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PENSION PLAN TABLE

YEARS OF CREDITED SERVICE
---------------------------------------
AVERAGE COMPENSATION 15 20 25
-------------------- ------ ------ ------
<S> <C> <C> <C>
$ 50,000. . . . . . . . . . . . . . . . . . . . . $12,958 $17,277 $21,596
75,000. . . . . . . . . . . . . . . . . . . . . 20,458 27,277 34,096
100,000. . . . . . . . . . . . . . . . . . . . . 27,958 37,277 46,596
125,000. . . . . . . . . . . . . . . . . . . . . 35,458 47,277 59,096
150,000 or more. . . . . . . . . . . . . . . . . 42,958 57,277 71,596
</TABLE>
The preceding table shows estimated annual straight life annuity benefits
payable upon retirement to persons in specified compensation and
years-of-service classifications assuming such persons had attained age 65 and
retired during 1994. For purposes of calculating pension benefits, compensation
is defined as total salary and bonus, as shown in the above Summary Compensation
Table. Because covered compensation changes each year, the estimated pension
benefits for the classifications above will also change in future years. The
above pension benefits are not subject to any deduction for Social Security or
other offset amounts.

As of December 31, 1994, the years of credited service under the Pension
Plan for the individuals listed in the Summary Compensation Table are as
follows:
<TABLE>
<CAPTION>

YEARS OF
NAME CREDITED SERVICE
---- ----------------
<S> <C>
Mr. Kilgore . . . . . . . . . . . . . . . . . . . . . 9
Mr. Self. . . . . . . . . . . . . . . . . . . . . . . 6
Mr. Heckl . . . . . . . . . . . . . . . . . . . . . . 18
Mr. Robbins . . . . . . . . . . . . . . . . . . . . . 8
Mr. Hill. . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

COMPENSATION OF DIRECTORS

Oglethorpe pays its Directors a per diem fee of $200 for meetings attended
or $50 for meetings conducted by conference call. Additionally, Oglethorpe
reimburses its Directors for out-of-pocket expenses incurred in attending a
meeting. Alternate Directors serving as a Director at any meeting receive
neither the per diem payment nor the expense reimbursement to which a Director
is entitled. The Member of which the Alternate Director is the manager receives
reimbursement for the Alternate Director's out-of-pocket expenses.

The Chairman of the Board is also paid at least one day's per diem of $200
each month for time involved in carrying out his official duties in addition to
the regularly scheduled Board Meeting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

W. F. Farr, J. Calvin Earwood, Ronnie Fleeman, Willis T. Woodruff and Robert
A. Reeves serve as members of the Oglethorpe Human Resources Management
Committee which functions as Oglethorpe's compensation committee. J. Calvin
Earwood has served as an executive officer of Oglethorpe since 1984 and has
served as the Chairman of the Board since 1989.

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Not applicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Oglethorpe has recently considered a residential marketing program to
increase awareness and understanding of energy conservation measures, including
the use of energy efficient heating, cooling and water heating systems, and to
obtain marketing research data that will be used to develop and refine future
marketing programs that meet the particular needs of residential customers.
Under this marketing program that Oglethorpe is considering, each Oglethorpe
Director and Alternate Director electing to participate may receive at a reduced
cost or no cost, a geothermal heating, cooling and water heating system or air
source heat pump, an electric water heater and waste heat recovery unit. In
addition, each participant may receive various energy efficient "weatherization"
services including upgraded insulation. Participants will agree to the
installation of a meter at their residences that will provide Oglethorpe data
including the amount of energy being used at a particular time. The
participants will also be surveyed as to their comfort and satisfaction with the
equipment. Depending upon the equipment and services actually received by each
participant, the cost of the program will be approximately $5,000-$12,000 per
participant.

<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

PAGE

(a) LIST OF DOCUMENTS FILED AS A PART OF THIS REPORT.

(1) FINANCIAL STATEMENTS (Included under "Item 8. Financial
Statements and Supplementary Data")

Statements of Revenues and Expenses, For the Years
Ended December 31, 1994, 1993 and 1992 . . . . . . . . . . . 33
Statements of Patronage Capital, For the Years Ended
December 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . 33
Balance Sheets, As of December 31, 1994 and 1993. . . . . . . 34
Statements of Capitalization, As of December 31, 1994
and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Statements of Cash Flows, For the Years Ended December
31, 1994, 1993 and 1992. . . . . . . . . . . . . . . . . . . 37
Notes to Financial Statements . . . . . . . . . . . . . . . . 38
Report of Management. . . . . . . . . . . . . . . . . . . . . 48
Report of Independent Public Accountants. . . . . . . . . . . 48

(2) FINANCIAL STATEMENT SCHEDULES

None Applicable

(3) EXHIBITS

NUMBER DESCRIPTION
------ -----------

*3(i) -- Restated Articles of Incorporation of Oglethorpe, dated as
of July 26, 1988. (Filed as Exhibit 3.1 to the Registrant's
Form 10-K for the fiscal year ended December 31, 1988, File
No. 33-7591.)

*3(ii) -- Bylaws of Oglethorpe as amended November 8, 1993. (Filed as
Exhibit 3.2 to the Registrant's Form 10-Q for the quarterly
period ended September 30, 1993, File No. 33-7591.)

*4.1 -- Serial Facility Bond (included in Collateral Trust Indenture
listed as Exhibit 4.2).

*4.2 -- Collateral Trust Indenture, dated as of October 15, 1986,
between OPC Scherer Funding Corporation, Oglethorpe and
Trust Company Bank, a banking corporation, as Trustee.
(Filed as Exhibit 4.2 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

<PAGE>

*4.3 -- Refunding Lessor Notes. (Filed as Exhibit 4.3.1 to the
Registrant's Form S-1 Registration Statement, File No. 33-
7591, filed on October 9, 1986.)

*4.4(a) -- Nonrecourse Promissory Secured Note, due June 30, 2011, from
Wilmington Trust Company and William J. Wade, as Owner
Trustees, to Columbia Bank for Cooperatives. (Filed as
Exhibit 4.3.4 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*4.4(b) -- First Amendment to Nonrecourse Promissory Secured Note,
dated as of June 30, 1987, by Wilmington Trust Company and
The Citizens and Southern National Bank, as Owner Trustee
under Trust Agreement No. 1 with IBM Credit Financing
Corporation, to Columbia Bank for Cooperatives. (Filed as
Exhibit 4.3.4(a) to the Registrant's Form 10-K for the
fiscal year ended December 31, 1987, File No. 33-7591.)

*4.5(a) -- Indenture of Trust, Deed to Secure Debt and Security
Agreement No. 2, dated December 30, 1985, between Wilmington
Trust Company and William J. Wade, as Owner Trustees under
Trust Agreement No. 2 dated December 30, 1985, with Ford
Motor Credit Company and The First National Bank of Atlanta,
as Indenture Trustee, together with a Schedule identifying
three other substantially identical Indentures of Trust,
Deeds to Secure Debt and Security Agreements. (Filed as
Exhibit 4.4(b) to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*4.5(b) -- First Supplemental Indenture of Trust, Deed to Secure Debt
and Security Agreement No. 2 (included as Exhibit A to the
Supplemental Participation Agreement No. 2 listed as
10.1.1(b)).

*4.5(c) -- First Supplemental Indenture of Trust, Deed to Secure Debt
and Security Agreement No. 1, dated as of June 30, 1987,
between Wilmington Trust Company and The Citizens and
Southern National Bank, collectively as Owner Trustee under
Trust Agreement No. 1 with IBM Credit Financing Corporation,
and The First National Bank of Atlanta, as Indenture
Trustee. (Filed as Exhibit 4.4(c) to the Registrant's Form
10-K for the fiscal year ended December 31, 1987, File No.
33-7591.)

*4.6(a) -- Lease Agreement No. 2 dated December 30, 1985, between
Wilmington Trust Company and William J. Wade, as Owner
Trustees under Trust Agreement No. 2, dated December 30,
1985, with Ford Motor Credit Company, Lessor, and
Oglethorpe, Lessee, with a Schedule identifying three other
substantially identical Lease Agreements. (Filed as Exhibit
4.5(b) to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)

*4.6(b) -- First Supplement To Lease Agreement No. 2 (included as
Exhibit B to the Supplemental Participation Agreement No. 2
listed as 10.1.1(b)).

*4.6(c) -- First Supplement to Lease Agreement No. 1, dated as of June
30, 1987, between The Citizens and Southern National Bank as
Owner Trustee under Trust Agreement No. 1 with IBM Credit
Financing Corporation, as Lessor, and Oglethorpe, as Lessee.
(Filed as Exhibit 4.5(c) to the Registrant's Form 10-K for
the fiscal year ended December 31, 1987, File No. 33-7591.)

*4.7(a) -- Amended and Consolidated Loan Contract dated as of June 1,
1984 between Oglethorpe and the United States of America, as
amended and supplemented, together with eleven notes
executed and delivered pursuant thereto. (Filed as Exhibit
4.6 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)

<PAGE>

*4.7(b) -- Amendments, dated October 17, 1986, and January 9, 1987, to
Amended and Consolidated Loan Contract dated as of June 1,
1984 between Oglethorpe and the United States of America.
(Filed as Exhibit 4.6(a) to the Registrant's Form 10-K for
the fiscal year ended December 31, 1986, File No. 33-7591.)

*4.7(c) -- Amendment, dated September 30, 1988, to Amended and
Consolidated Loan Contract dated as of June 1, 1984 between
Oglethorpe and the United States of America. (Filed as
Exhibit 4.6(b) to the Registrant's Form 10-K for the fiscal
year ended December 31, 1988, File No. 33-7591.)

*4.7(d) -- Amendment, dated March 20, 1990, to Amended and Consolidated
Loan Contract dated as of June 1, 1984 between Oglethorpe
and the United States of America. (Filed as Exhibit 4.6(c)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1989, File No. 33-7591.)

*4.7(e) -- Amendment, dated July 1, 1991, to Amended and Consolidated
Loan Contract dated as of June 1, 1984 between Oglethorpe
and the United States of America. (Filed as Exhibit 4.6(d)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1991, File No. 33-7591.)

*4.7(f) -- Amendment, dated April 6, 1992, to Amended and Consolidated
Loan Contract dated as of June 1, 1984 between Oglethorpe
and the United States of America. (Filed as Exhibit 4.6(e)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)

*4.7(g) -- Amendment, dated June 12, 1992, to Amended and Consolidated
Loan Contract dated as of June 1, 1984 between Oglethorpe
and the United States of America. (Filed as Exhibit 4.6(f)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)

*4.7(h) -- Amendment, dated October 20, 1992, to Amended and
Consolidated Loan Contract dated as of June 1, 1984 between
Oglethorpe and the United States of America. (Filed as
Exhibit 4.6(g) to the Registrant's Form 10-K for the fiscal
year ended December 31, 1992, File No. 33-7591.)

*4.7(i) -- Amendment, dated February 25, 1993, to Amended and
Consolidated Loan Contract dated as of June 1, 1984 between
Oglethorpe and the United States of America. (Filed as
Exhibit 4.6(h) to the Registrant's Form 10-K for the fiscal
year ended December 31, 1992, File No. 33-7591.)

*4.7(j) -- Amendment, dated August 26, 1993, to Amended and
Consolidated Loan Contract dated as of June 1, 1984 between
Oglethorpe and the United States of America. (Filed as
Exhibit 4.7(j) to the Registrant's Form 10-K for the fiscal
year ended December 31, 1993, File No. 33-7591.)

4.7(k) -- Amendment, dated August 31, 1994, to Amended and
Consolidated Loan Contract dated as of June 1, 1984 between
Oglethorpe and the United States of America.

*4.8.1(a) -- Mortgage and Security Agreement made by Oglethorpe to United
States of America dated as of January 8, 1975. (Filed as
Exhibit 4.12(b) to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

<PAGE>

*4.8.1(b) -- Supplemental Mortgage made by Oglethorpe to United States of
America dated as of January 6, 1977. (Filed as Exhibit
4.12(a) to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)

*4.8.2(a) -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America
and Trust Company Bank, as trustee under certain indentures
identified therein, Mortgagees, dated as of November 1,
1978. (Filed as Exhibit 4.11(c) to the Registrant's Form S-
1 Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*4.8.2(b) -- Confirmation of Execution And Delivery of Notes And First
Amendment to Consolidated Mortgage and Security Agreement,
dated as of January 11, 1979. (Filed as Exhibit 4.11(b) to
the Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)

*4.8.2(c) -- Supplement and Second Amendment to Consolidated Mortgage and
Security Agreement made by and among Oglethorpe, Mortgagor,
and United States of America and Trust Company Bank, as
Trustee, Mortgagees, dated April 30, 1980. (Filed as
Exhibit 4.11(a) to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*4.8.3 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America
and Trust Company Bank, as trustee under certain indentures
identified therein, Mortgagees, dated as of September 15,
1982. (Filed as Exhibit 4.10 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*4.8.4 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
Columbia Bank for Cooperatives, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of June 1, 1984. (Filed as Exhibit 4.9
to the Registrant's Form S-1 Registration Statement, File
No. 33-7591, filed on October 9, 1986.)

*4.8.5 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
Columbia Bank for Cooperatives, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of December 1, 1984. (Filed as Exhibit
4.8 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)

*4.8.6(a) -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
Columbia Bank for Cooperatives, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of October 15, 1985. (Filed as Exhibit
4.7 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)

*4.8.6(b) -- First Supplement and Amendment to Consolidated Mortgage and
Security Agreement made by and among Oglethorpe, Mortgagor,
and United States of America, Columbia Bank for
Cooperatives, and Trust Company Bank, as trustee under
certain indentures identified therein, Mortgagees, dated as
of November 1, 1988. (Filed as Exhibit 4.7(a) to the
Registrant's Form 10-K for the fiscal year ended December
31, 1988, File No. 33-7591.)

*4.8.7(a) -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, and Trust

<PAGE>

Company Bank, as trustee under certain indentures identified
therein, Mortgagees, dated as of December 1, 1989. (Filed
as Exhibit 4.19 to the Registrant's Form 10-K for the fiscal
year ended December 31, 1989, File No. 33-7591.)

*4.8.7(b) -- Supplement to Consolidated Mortgage and Security Agreement
made by and among Oglethorpe, Mortgagor, and United States
of America, National Bank for Cooperatives, and Trust
Company Bank, as trustee under certain indentures identified
therein, Mortgagees, dated as of November 20, 1990. (Filed
as Exhibit 4.19(a) to the Registrant's Form 10-K for the
fiscal year ended December 31, 1990, File No. 33-7591.)

*4.8.8 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, Credit Suisse, acting by and
through its New York branch, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of April 1, 1992. (Filed as Exhibit
4.21 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)

*4.8.9 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, Credit Suisse, acting by and
through its New York branch, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of October 1, 1992. (Filed as Exhibit
4.22 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)

*4.8.10 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, Credit Suisse, acting by and
through its New York branch, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of December 1, 1992. (Filed as Exhibit
4.23 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1992, File No. 33-7591.)

*4.8.11 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, Credit Suisse, acting by and
through its New York branch, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of September 1, 1993. (Filed as Exhibit
4.8.11 to the Registrant's Form 10-K for the fiscal year
ended December 31, 1993, File No. 33-7591.)

4.8.12 -- Consolidated Mortgage and Security Agreement made by and
among Oglethorpe, Mortgagor, and United States of America,
National Bank for Cooperatives, Credit Suisse, acting by and
through its New York branch, and Trust Company Bank, as
trustee under certain indentures identified therein,
Mortgagees, dated as of September 1, 1994.

++4.9.1 -- Loan Agreement, dated as of October 1, 1992, between
Development Authority of Monroe County and Oglethorpe
relating to Development Authority of Monroe County Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Scherer
Project), Series 1992A.

++4.9.2 -- Note, dated October 1, 1992, from Oglethorpe to Trust
Company Bank, as trustee acting pursuant to a Trust
Indenture, dated as of October 1, 1992, between Development
Authority of Monroe County and Trust Company Bank.

++4.9.3 -- Trust Indenture, dated as of October 1, 1992, between
Development Authority of Monroe County and Trust Company
Bank, Trustee, relating to Development Authority of Monroe

<PAGE>

County Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Scherer Project), Series 1992A.

+4.10.1 -- Loan Agreement, dated as of April 1, 1992, between
Development Authority of Burke County and Oglethorpe
relating to Development Authority of Burke County Adjustable
Tender Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1992A.

+4.10.2 -- Note, dated April 1, 1992, from Oglethorpe to Trust Company
Bank, as trustee acting pursuant to a Trust Indenture, dated
as of April 1, 1992, between Development Authority of Burke
County and Trust Company Bank.

+4.10.3 -- Trust Indenture, dated as of April 1, 1992, between
Development Authority of Burke County and Trust Company
Bank, as trustee, relating to Development Authority of Burke
County Adjustable Tender Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 1992A.

+4.10.4(a) -- First Amended and Restated Letter of Credit Reimbursement
Agreement, dated as of June 1, 1992, between Credit Suisse
and Oglethorpe relating to an Irrevocable Letter of Credit
issued in connection with the Development Authority of Burke
County Adjustable Tender Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 1992A.

+4.10.4(b) -- First Amendment to First Amended and Restated Letter of
Credit Reimbursement Agreement, dated September 15, 1993,
between Oglethorpe and Credit Suisse.

+4.10.4(c) -- Second Amendment to First Amended and Restated Letter of
Credit Reimbursement Agreement, dated August 1, 1994,
between Oglethorpe and Credit Suisse.

+++4.11.1 -- Loan Agreement, dated as of December 1, 1992, between
Development Authority of Burke County and Oglethorpe
relating to Development Authority of Burke County Adjustable
Tender Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1993A.

+++4.11.2 -- Note, dated December 1, 1992, from Oglethorpe to Trust
Company Bank, as trustee acting pursuant to a Trust
Indenture, dated as of December 1, 1992, between Development
Authority of Burke County and Trust Company Bank.

+++4.11.3 -- Trust Indenture, dated as of December 1, 1992, from
Development Authority of Burke County to Trust Company Bank,
as trustee, relating to Development Authority of Burke
County Adjustable Tender Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Vogtle Project), Series 1993A.

+++4.11.4 -- Interest Rate Swap Agreement, dated as of December 1, 1992,
by and between Oglethorpe and AIG Financial Products Corp.
relating to Development Authority of Burke County Adjustable
Tender Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1993A.

+++4.11.5 -- Liquidity Guaranty Agreement, dated as of December 1, 1992,
by and between Oglethorpe and AIG Financial Products Corp.
relating to Development Authority of Burke County Adjustable
Tender Pollution Control Revenue Bonds (Oglethorpe Power
Corporation Vogtle Project), Series 1993A.

<PAGE>

+4.11.6 -- Standby Bond Purchase Agreement, dated as of November 30,
1993, as amended by First Amendment to Standby Bond Purchase
Agreement, dated October 1, 1994, between Oglethorpe and The
Industrial Bank of Japan, Limited relating to Development
Authority of Burke County Adjustable Tender Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Vogtle
Project), Series 1993A.

+4.11.7 -- Standby Bond Purchase Agreement, dated as of November 30,
1994, between Oglethorpe and Credit Local de France, Acting
through its New York Agency, relating to the Development
Authority of Burke County Adjustable Tender Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Vogtle
Project), Series 1994A.

*4.12.1 -- Loan Agreement, Loan No. T-840901, between Oglethorpe and
Columbia Bank for Cooperatives, dated as of September 14,
1984. (Filed as Exhibit 4.14.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*4.12.2 -- Promissory Note, Loan No. T-840901, in the original
principal amount of $8,995,000 from Oglethorpe to Columbia
Bank for Cooperatives, dated as of November 1, 1984. (Filed
as Exhibit 4.14.2 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*4.13.1 -- Loan Agreement, Loan No. T-831222, between Oglethorpe and
Columbia Bank for Cooperatives, dated as of December 30,
1983. (Filed as Exhibit 4.16.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*4.13.2 -- Promissory Note, Loan No. T-831222, in the original
principal amount of $2,376,000 from Oglethorpe to Columbia
Bank for Cooperatives, dated as of June 1, 1984. (Filed as
Exhibit 4.16.2 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*4.14.1 -- Loan Agreement, Loan No. T-830404, between Oglethorpe and
Columbia Bank for Cooperatives, dated as of April 29, 1983.
(Filed as Exhibit 4.18.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*4.14.2 -- Promissory Note, Loan No. T-830404-1, in the original
principal amount of $9,935,000, from Oglethorpe to Columbia
Bank for Cooperatives, dated as of April 29, 1983. (Filed
as Exhibit 4.18.2 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*4.14.3 -- Security Deed and Security Agreement, dated April 29, 1983,
between Oglethorpe and Columbia Bank for Cooperatives.
(Filed as Exhibit 4.18.3 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*10.1.1(a) -- Participation Agreement No. 2 among Oglethorpe as Lessee,
Wilmington Trust Company as Owner Trustee, The First
National Bank of Atlanta as Indenture Trustee, Columbia Bank
for Cooperatives as Loan Participant and Ford Motor Credit
Company as Owner Participant, dated December 30, 1985,
together with a Schedule identifying three other
substantially identical Participation Agreements. (Filed as
Exhibit 10.1.1(b) to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*10.1.1(b) -- Supplemental Participation Agreement No. 2. (Filed as
Exhibit 10.1.1(a) to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

<PAGE>

*10.1.1(c) -- Supplemental Participation Agreement No. 1, dated as of
June 30, 1987, among Oglethorpe as Lessee, IBM Credit
Financing Corporation as Owner Participant, Wilmington Trust
Company and The Citizens and Southern National Bank as Owner
Trustee, The First National Bank of Atlanta, as Indenture
Trustee, and Columbia Bank for Cooperatives, as Loan
Participant. (Filed as Exhibit 10.1.1(c) to the
Registrant's Form 10-K for the fiscal year ended December
31, 1987, File No. 33-7591.)

*10.1.2 -- General Warranty Deed and Bill of Sale No. 2 between
Oglethorpe, Grantor, and Wilmington Trust Company and
William J. Wade, as Owner Trustees under Trust Agreement No.
2, dated December 30, 1985, with Ford Motor Credit Company,
Grantee, together with a Schedule identifying three
substantially identical General Warranty Deeds and Bills of
Sale. (Filed as Exhibit 10.1.2 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*10.1.3(a) -- Supporting Assets Lease No. 2, dated December 30, 1985,
between Oglethorpe, Lessor, and Wilmington Trust Company and
William J. Wade, as Owner Trustees, under Trust Agreement
No. 2, dated December 30, 1985, with Ford Motor Credit
Company, Lessee, together with a Schedule identifying three
substantially identical Supporting Assets Leases. (Filed as
Exhibit 10.1.3 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*10.1.3(b) -- First Amendment to Supporting Assets Lease No. 2, dated as
of November 19, 1987, together with a Schedule identifying
three substantially identical First Amendments to Supporting
Assets Leases. (Filed as Exhibit 10.1.3(a) to the
Registrant's Form 10-K for the fiscal year ended December
31, 1987, File No. 33-7591.)

*10.1.4(a) -- Supporting Assets Sublease No. 2, dated December 30, 1985,
between Wilmington Trust Company and William J. Wade, as
Owner Trustees under Trust Agreement No. 2 dated
December 30, 1985, with Ford Motor Credit Company,
Sublessor, and Oglethorpe, Sublessee, together with a
Schedule identifying three substantially identical
Supporting Assets Subleases. (Filed as Exhibit 10.1.4 to
the Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)

*10.1.4(b) -- First Amendment to Supporting Assets Sublease No. 2, dated
as of November 19, 1987, together with a Schedule
identifying three substantially identical First Amendments
to Supporting Assets Subleases. (Filed as Exhibit 10.1.4(a)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1987, File No. 33-7591.)

*10.1.5 -- Tax Indemnification Agreement No. 2, dated December 30,
1985, between Ford Motor Credit Company, Owner Participant,
and Oglethorpe, Lessee, together with a Schedule identifying
three substantially identical Tax Indemnification
Agreements. (Filed as Exhibit 10.1.5 to the Registrant's
Form S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)

*10.1.6 -- Assignment of Interest in Ownership Agreement and Operating
Agreement No. 2, dated December 30, 1985, between
Oglethorpe, Assignor, and Wilmington Trust Company and
William J. Wade, as Owner Trustees under Trust Agreement No.
2, dated December 30, 1985, with Ford Motor Credit Company,
Assignee, together with Schedule identifying three
substantially identical Assignments of Interest in Ownership
Agreement and Operating Agreement. (Filed as Exhibit 10.1.6
to the Registrant's Form S-1 Registration Statement, File
No. 33-7591, filed on October 9, 1986.)

<PAGE>

*10.1.7 -- Consent, Amendment and Assumption No. 2 dated December 30,
1985, among Georgia Power Company and Oglethorpe and
Municipal Electric Authority of Georgia and City of Dalton,
Georgia and Gulf Power Company and Wilmington Trust Company
and William J. Wade, as Owner Trustees under Trust Agreement
No. 2, dated December 30, 1985, with Ford Motor Credit
Company, together with a Schedule identifying three
substantially identical Consents, Amendments and
Assumptions. (Filed as Exhibit 10.1.9 to the Registrant's
Form S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)

*10.1.7(a) -- Amendment to Consent, Amendment and Assumption No. 2, dated
as of August 16, 1993, among Oglethorpe, Georgia Power
Company, Municipal Electric Authority of Georgia, City of
Dalton, Georgia, Gulf Power Company, Jacksonville Electric
Authority, Florida Power & Light Company and Wilmington
Trust Company and NationsBank of Georgia, N.A., as Owner
Trustees under Trust Agreement No. 2, dated December 30,
1985, with Ford Motor Credit Company, together with a
Schedule identifying three substantially identical
Amendments to Consents, Amendments and Assumptions. (Filed
as Exhibit 10.1.9(a) to the Registrant's Form 10-Q for the
quarterly period ended September 30, 1993, File No.
33-7591.)

*10.2.1 -- Section 168 Agreement and Election dated as of April 7,
1982, between Continental Telephone Corporation and
Oglethorpe. (Filed as Exhibit 10.2 to the Registrant's Form
S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)

*10.2.2 -- Section 168 Agreement and Election dated as of April 9,
1982, between National Service Industries, Inc. and
Oglethorpe. (Filed as Exhibit 10.3 to the Registrant's Form
S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)

*10.2.3 -- Section 168 Agreement and Election dated as of April 9,
1982, between Rollins, Inc. and Oglethorpe. (Filed as
Exhibit 10.4 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*10.2.4 -- Section 168 Agreement and Election dated as of December 13,
1982, between Selig Enterprises, Inc. and Oglethorpe.
(Filed as Exhibit 10.5 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*10.3.1(a) -- Plant Robert W. Scherer Units Numbers One and Two Purchase
and Ownership Participation Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia, dated as of May 15, 1980.
(Filed as Exhibit 10.6.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*10.3.1(b) -- Amendment to Plant Robert W. Scherer Units Numbers One and
Two Purchase and Ownership Participation Agreement among
Georgia Power Company, Oglethorpe, Municipal Electric
Authority of Georgia and City of Dalton, Georgia, dated as
of December 30, 1985. (Filed as Exhibit 10.1.8 to the
Registrant's Form S-1 Registration Statement, File No. 33-
7591, filed on October 9, 1986.)

*10.3.1(c) -- Amendment Number Two to the Plant Robert W. Scherer Units
Numbers One and Two Purchase and Ownership Participation
Agreement among Georgia Power Company, Oglethorpe, Municipal
Electric Authority of Georgia and City of Dalton, Georgia,
dated as of July 1, 1986. (Filed as Exhibit 10.6.1(a) to
the Registrant's Form 10-K for the fiscal year ended
December 31, 1987, File No. 33-7591.)

<PAGE>

*10.3.1(d) -- Amendment Number Three to the Plant Robert W. Scherer Units
Numbers One and Two Purchase and Ownership Participation
Agreement among Georgia Power Company, Oglethorpe, Municipal
Electric Authority of Georgia and City of Dalton, Georgia,
dated as of August 1, 1988. (Filed as Exhibit 10.6.1(b) to
the Registrant's Form 10-Q for the quarterly period ended
September 30, 1993, File No. 33-7591.)

*10.3.1(e) -- Amendment Number Four to the Plant Robert W. Scherer Units
Number One and Two Purchase and Ownership Participation
Agreement among Georgia Power Company, Oglethorpe, Municipal
Electric Authority of Georgia and City of Dalton, Georgia,
dated as of December 31, 1990. (Filed as Exhibit 10.6.1(c)
to the Registrant's Form 10-Q for the quarterly period ended
September 30, 1993, File No. 33-7591.)

*10.3.2(a) -- Plant Robert W. Scherer Units Numbers One and Two Operating
Agreement among Georgia Power Company, Oglethorpe, Municipal
Electric Authority of Georgia and City of Dalton, Georgia,
dated as of May 15, 1980. (Filed as Exhibit 10.6.2 to the
Registrant's Form S-1 Registration Statement, File No. 33-
7591, filed on October 9, 1986.)

*10.3.2(b) -- Amendment to Plant Robert W. Scherer Units Numbers One and
Two Operating Agreement among Georgia Power Company,
Oglethorpe, Municipal Electric Authority of Georgia and City
of Dalton, Georgia, dated as of December 30, 1985. (Filed
as Exhibit 10.1.7 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*10.3.2(c) -- Amendment Number Two to the Plant Robert W. Scherer Units
Numbers One and Two Operating Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia, dated as of December 31, 1990.
(Filed as Exhibit 10.6.2(a) to the Registrant's Form 10-Q
for the quarterly period ended September 30, 1993, File No.
33-7591.)

*10.3.3 -- Plant Scherer Managing Board Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of
Georgia, City of Dalton, Georgia, Gulf Power Company,
Florida Power & Light Company and Jacksonville Electric
Authority, dated as of December 31, 1990. (Filed as Exhibit
10.6.3 to the Registrant's Form 10-Q for the quarterly
period ended September 30, 1993, File No. 33-7591.)

*10.4.1(a) -- Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase
and Ownership Participation Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia, dated as of August 27, 1976.
(Filed as Exhibit 10.7.1 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*10.4.1(b) -- Amendment Number One, dated January 18, 1977, to the Alvin
W. Vogtle Nuclear Units Numbers One and Two Purchase and
Ownership Participation Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia. (Filed as Exhibit 10.7.3 to
the Registrant's Form 10-K for the fiscal year ended
December 31, 1986, File No. 33-7591.)

*10.4.1(c) -- Amendment Number Two, dated February 24, 1977, to the Alvin
W. Vogtle Nuclear Units Numbers One and Two Purchase and
Ownership Participation Agreement among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia. (Filed as Exhibit 10.7.4 to
the Registrant's Form 10-K for the fiscal year ended
December 31, 1986, File No. 33-7591.)

<PAGE>

*10.4.2 -- Alvin W. Vogtle Nuclear Units Numbers One and Two Operating
Agreement among Georgia Power Company, Oglethorpe, Municipal
Electric Authority of Georgia and City of Dalton, Georgia,
dated as of August 27, 1976. (Filed as Exhibit 10.7.2 to
the Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)

*10.5.1 -- Plant Hal Wansley Purchase and Ownership Participation
Agreement between Georgia Power Company and Oglethorpe,
dated as of March 26, 1976. (Filed as Exhibit 10.8.1 to the
Registrant's Form S-1 Registration Statement, File No. 33-
7591, filed on October 9, 1986.)

*10.5.2 -- Plant Hal Wansley Operating Agreement between Georgia Power
Company and Oglethorpe, dated as of March 26, 1976. (Filed
as Exhibit 10.8.2 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*10.5.3 -- Plant Hal Wansley Combustion Turbine Agreement between
Georgia Power Company and Oglethorpe, dated as of August 2,
1982 and Amendment No. 1, dated October 20, 1982. (Filed as
Exhibit 10.18 to the Registrant's Form S-1 Registration
Statement, File No. 33-7591, filed on October 9, 1986.)

*10.6.1 -- Edwin I. Hatch Nuclear Plant Purchase and Ownership
Participation Agreement between Georgia Power Company and
Oglethorpe, dated as of January 6, 1975. (Filed as Exhibit
10.9.1 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)

*10.6.2 -- Edwin I. Hatch Nuclear Plant Operating Agreement between
Georgia Power Company and Oglethorpe, dated as of January 6,
1975. (Filed as Exhibit 10.9.2 to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*10.7.1 -- Rocky Mountain Pumped Storage Hydroelectric Project
Ownership Participation Agreement, dated as of November 18,
1988, by and between Oglethorpe and Georgia Power Company.
(Filed as Exhibit 10.22.1 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1988, File No. 33-7591.)

*10.7.2 -- Rocky Mountain Pumped Storage Hydroelectric Project
Operating Agreement, dated as of November 18, 1988, by and
between Oglethorpe and Georgia Power Company. (Filed as
Exhibit 10.22.2 to the Registrant's Form 10-K for the fiscal
year ended December 31, 1988, File No. 33-7591.)

*10.8.1(a) -- Wholesale Power Contract dated September 5, 1974, between
Oglethorpe and Planters Electric Membership Corporation and
all schedules thereto, the Supplemental Agreement dated
September 5, 1974, between Oglethorpe and Planters Electric
Membership Corporation, relating to such Wholesale Power
Contract, and Amendment No. 1 to Wholesale Power Contract
dated May 12, 1980, between Oglethorpe and Planters Electric
Membership Corporation, together with a Schedule identifying
37 other substantially identical Wholesale Power Contracts,
and an additional Wholesale Power Contract that is not
substantially identical (filed herewith to reflect update to
Schedule A to Wholesale Power Contract). (Filed as Exhibit
10.10 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)

*10.8.1(b) -- Amended and Consolidated Wholesale Power Contract, dated as
of December 1, 1988, between Oglethorpe and Planters
Electric Membership Corporation and all schedules thereto,
and the Amended and Consolidated Supplemental Agreement,
dated December 1, 1988, between Oglethorpe and Planters
Electric Membership Corporation, together with a Schedule
identifying 37 other substantially identical Wholesale Power
Contracts, and an additional

<PAGE>

Wholesale Power Contract that is not substantially
identical. (Filed as Exhibit 10.10(a) to the Registrant's
Form 10-K for the fiscal year ended December 31, 1988, File
No. 33-7591.)

*10.9 -- Transmission Facilities Operation and Maintenance Contract
between Georgia Power Company and Oglethorpe dated as of
June 9, 1986. (Filed as Exhibit 10.13 to the Registrant's
Form S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)

*10.10(a) -- Joint Committee Agreement among Georgia Power Company,
Oglethorpe, Municipal Electric Authority of Georgia and the
City of Dalton, Georgia, dated as of August 27, 1976.
(Filed as Exhibit 10.14(b) to the Registrant's Form S-1
Registration Statement, File No. 33-7591, filed on October
9, 1986.)

*10.10(b) -- First Amendment to Joint Committee Agreement among Georgia
Power Company, Oglethorpe, Municipal Electric Authority of
Georgia and the City of Dalton, Georgia, dated as of June
19, 1978. (Filed as Exhibit 10.14(a) to the Registrant's
Form S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)

*10.11 -- Interconnection Agreement between Oglethorpe and Alabama
Electric Cooperative, Inc., dated as of November 12, 1990.
(Filed as Exhibit 10.16(a) to the Registrant's Form 10-K for
the fiscal year ended December 31, 1990, File No. 33-7591.)

*10.11(a) -- Amendment No. 1 to Interconnection Agreement between Alabama
Electric Cooperative, Inc. and Oglethorpe, dated as of April
22, 1994. (Filed as Exhibit 10.11(a) to the Registrant's
Form 10-Q for the quarter ended June 30, 1994, File No. 33-
7591.)

*10.12 -- Oglethorpe Deferred Compensation Plan for Key Employees, as
Amended and Restated January, 1987. (Filed as Exhibit 10.19
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1986, File No. 33-7591.)

*10.13.1 -- Assignment of Power System Agreement and Settlement
Agreement, dated January 8, 1975, by Georgia Electric
Membership Corporation to Oglethorpe. (Filed as Exhibit
10.20.1 to the Registrant's Form S-1 Registration Statement,
File No. 33-7591, filed on October 9, 1986.)

*10.13.2 -- Power System Agreement, dated April 24, 1974, by and between
Georgia Electric Membership Corporation and Georgia Power
Company. (Filed as Exhibit 10.20.2 to the Registrant's Form
S-1 Registration Statement, File No. 33-7591, filed on
October 9, 1986.)

*10.13.3 -- Settlement Agreement, dated April 24, 1974, by and between
Georgia Power Company, Georgia Municipal Association, Inc.,
City of Dalton, Georgia Electric Membership Corporation and
Crisp County Power Commission. (Filed as Exhibit 10.20.3 to
the Registrant's Form S-1 Registration Statement, File No.
33-7591, filed on October 9, 1986.)

*10.14 -- Distribution Facilities Joint Use Agreement between
Oglethorpe and Georgia Power Company, dated as of May 12,
1986. (Filed as Exhibit 10.21 to the Registrant's Form 10-K
for the fiscal year ended December 31, 1986, File No. 33-
7591.)

*10.15.1 -- Long Term Firm Power Purchase Agreement, dated as of
July 19, 1989, by and between Oglethorpe and Big Rivers
Electric Corporation. (Filed as Exhibit 10.24.1 to the
Registrant's Form 10-K for the fiscal year ended December
31, 1989, File No. 33-7591.)

*10.15.2 -- Coordination Services Agreement, dated as of August 21,
1989, by and between Oglethorpe and Georgia Power Company.
(Filed as Exhibit 10.24.2 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1989, File No. 33-7591.)

<PAGE>

*10.15.3 -- Long Term Firm Power Purchase Agreement between Big Rivers
Electric Corporation and Oglethorpe, dated as of
December 17, 1990. (Filed as Exhibit 10.24.3 to the
Registrant's Form 10-K for the fiscal year ended December
31, 1990, File No. 33-7591.)

*10.15.4 -- Interchange Agreement between Oglethorpe and Big Rivers
Electric Corporation, dated as of November 12, 1990. (Filed
as Exhibit 10.24.4 to the Registrant's Form 10-K for the
fiscal year ended December 31, 1990, File No. 33-7591.)

*10.16 -- Block Power Sale Agreement between Georgia Power Company and
Oglethorpe, dated as of November 12, 1990. (Filed as
Exhibit 10.25 to the Registrant's Form 8-K, filed January 4,
1991, File No. 33-7591.)

*10.17 -- Coordination Services Agreement between Georgia Power
Company and Oglethorpe, dated as of November 12, 1990.
(Filed as Exhibit 10.26 to the Registrant's Form 8-K, filed
January 4, 1991, File No. 33-7591.)

*10.18 -- Revised and Restated Integrated Transmission System
Agreement between Oglethorpe and Georgia Power Company,
dated as of November 12, 1990. (Filed as Exhibit 10.27 to
the Registrant's Form 8-K, filed January 4, 1991, File No.
33-7591.)

*10.19 -- ITSA, Power Sale and Coordination Umbrella Agreement between
Oglethorpe and Georgia Power Company, dated as of
November 12, 1990. (Filed as Exhibit 10.28 to the
Registrant's Form 8-K, filed January 4, 1991, File No. 33-
7591.)

*10.20 -- Amended and Restated Nuclear Managing Board Agreement among
Georgia Power Company, Oglethorpe Power Corporation,
Municipal Electric Authority of Georgia and City of Dalton,
Georgia dated as of July 1, 1993. (Filed as Exhibit 10.36
to the Registrant's 10-Q for the quarterly period ended
September 30, 1993, File No. 33-7591.)

*10.21 -- Supplemental Agreement by and among Oglethorpe, Tri-County
Electric Membership Cooperation and Georgia Power Company,
dated as of November 12, 1990, together with a Schedule
identifying 38 other substantially identical Supplemental
Agreements. (Filed as Exhibit 10.30 to the Registrant's
Form 8-K, filed January 4, 1991, File No. 33-7591.)

*10.22 -- Unit Capacity and Energy Purchase Agreement between
Oglethorpe and Entergy Power Incorporated, dated as of
October 11, 1990. (Filed as Exhibit 10.31 to the
Registrant's Form 10-K for the fiscal year ended December
31, 1990, File No. 33-7591.)

*10.23 -- Interchange Agreement between Oglethorpe and Arkansas Power
& Light Company, Louisiana Power & Light Company,
Mississippi Power & Light Company, New Orleans Public
Service, Inc., Energy Services, Inc., dated as of
November 12, 1990. (Filed as Exhibit 10.32 to the
Registrant's Form 10-K for the fiscal year ended December
31, 1990, File No. 33-7591.)

*10.24 -- Interchange Agreement between Oglethorpe and Seminole
Electric Cooperative, Inc., dated as of November 12, 1990.
(Filed as Exhibit 10.33 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1990, File No. 33-7591.)

*10.25.1 -- Excess Energy and Short-term Power Agreement between
Oglethorpe and Tennessee Valley Authority, effective as of
January 23, 1991. (Filed as Exhibit 10.34.1 to the
Registrant's Form 10-K for the fiscal year ended December
31, 1990, File No. 33-7591.)

<PAGE>

*10.25.2 -- Transmission Service Agreement between Oglethorpe and
Tennessee Valley Authority, effective as of January 23,
1991. (Filed as Exhibit 10.34.2 to the Registrant's Form
10-K for the fiscal year ended December 31, 1990, File No.
33-7591.)

*10.26 -- Power Purchase Agreement between Oglethorpe and Hartwell
Energy Limited Partnership, dated as of June 12, 1992.
(Filed as Exhibit 10.35 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1992, File No. 33-7591).

22.1 -- Subsidiary of Oglethorpe (not included because the
subsidiary does not constitute a "significant subsidiary"
under Rule 1-02(v) of Regulation S-X).

27.1 -- Financial Data Schedule (for SEC use only)

----------

* Incorporated herein by reference.

+ Pursuant to 17 C.F.R. 229.601(b)(4)(iii), this document is not
filed herewith, however the registrant hereby agrees that such
documents will be provided to the Commission upon request.

++ For the reason stated in footnote (+), this document and eight
other substantially identical documents are not filed as exhibits
to this Registration Statement.

+++ For the reason stated in footnote (+), this document and another
substantially identical document are not filed as exhibits to this
Registration Statement.

All other schedules and exhibits are omitted because of the absence
of the conditions under which they are required or because the required
information is included in the financial statements and related notes to
financial statements.

(b) REPORTS ON FORM 8-K.

No reports on Form 8-K were filed by Oglethorpe for the quarter ended
December 31, 1994.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
March, 1995.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION &
TRANSMISSION CORPORATION)

By: /s/ J. CALVIN EARWOOD
-----------------------------------------
J. Calvin EARWOOD, CHAIRMAN OF THE BOARD

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE

/s/ J. CALVIN EARWOOD Chairman of the Board, March 30, 1995
------------------------ Director (Principal Executive
J. CALVIN EARWOOD Officer)

/s/ T. D. KILGORE President and Chief Executive March 30, 1995
------------------------ Officer (Principal Executive
T. D. KILGORE Officer)

/s/ JOHN S. DEAN, SR. Secretary-Treasurer (Principal March 30, 1995
------------------------ Financial Officer)
JOHN S. DEAN, SR.

/s/ EUGEN HECKL Senior Vice President and Chief March 30, 1995
------------------------ Financial Officer (Principal
EUGEN HECKL Financial Officer)

/s/ LARRY N. BROWNLEE Controller March 30, 1995
------------------------ (Principal Accounting Officer)
LARRY N. BROWNLEE

/s/ JMON WARNOCK Director March 30, 1995
------------------------
JMON WARNOCK

/s/ CHARLES R. FENDLEY Director March 30, 1995
------------------------
CHARLES R. FENDLEY

/s/ GEORGE C. MARTIN Director March 30, 1995
------------------------
GEORGE C. MARTIN

<PAGE>

/s/ J. G. MCCALMON Director March 30, 1995
------------------------
J. G. MCCALMON

/s/ D. A. ROBINSON, III Director March 30, 1995
------------------------
D. A. ROBINSON, III

/s/ JAMES E. ESTES Director March 30, 1995
------------------------
JAMES E. ESTES

/s/ LARRY N. CHADWICK Director March 30, 1995
------------------------
LARRY N. CHADWICK

/s/ SIMMIE KING Director March 30, 1995
------------------------
SIMMIE KING

/s/ W. F. FARR Director March 30, 1995
------------------------
W. F. FARR

/s/ GARY T. DRAKE Alternate Director March 30, 1995
------------------------
GARY T. DRAKE

/s/ JEFF S. PIERCE, JR. Director March 30, 1995
------------------------
JEFF S. PIERCE, JR.

/s/ DONALD C. COOPER Director March 30, 1995
------------------------
DONALD C. COOPER

/s/ HERBERT CHURCH Director March 30, 1995
------------------------
HERBERT CHURCH

/s/ MAC F. OGLESBY Director March 30, 1995
------------------------
MAC F. OGLESBY

/s/ BENNY W. DENHAM Director March 30, 1995
------------------------
BENNY W. DENHAM

/s/ E. L. MCLOCKLIN Director March 30, 1995
------------------------
E. L. MCLOCKLIN

/s/ SAM RABUN Director March 30, 1995
------------------------
SAM RABUN

/s/ E. J. MARTIN, JR. Director March 30, 1995
------------------------
E. J. MARTIN, JR.

/s/ JIM KNIGHT Director March 30, 1995
------------------------
JIM KNIGHT

<PAGE>

/s/ RONNIE FLEEMAN Director March 30, 1995
------------------------
RONNIE FLEEMAN

/s/ D. LAMAR COOPER Director March 30, 1995
------------------------
D. LAMAR COOPER

/s/ BARRY H. MARTIN Director March 30, 1995
------------------------
BARRY H. MARTIN

/s/ JOHN B. FLOYD, JR. Director March 30, 1995
------------------------
JOHN B. FLOYD, JR.

/s/ STEVE RAWL, SR Director March 30, 1995
------------------------
STEVE RAWL, SR.

/s/ JAMES GRUBBS Director March 30, 1995
------------------------
JAMES GRUBBS

/s/ SAMMY M. JENKINS Director March 30, 1995
------------------------
SAMMY M. JENKINS

/s/ J. M. SHERRER Director March 30, 1995
------------------------
J. M. SHERRER

/s/ JACK D. VICKERS Director March 30, 1995
------------------------
JACK D. VICKERS

/s/ C. W. COX, JR. Director March 30, 1995
------------------------
C. W. COX, JR.

/s/ JOHNNIE CRUMBLEY Director March 30, 1995
------------------------
JOHNNIE CRUMBLEY

/s/JARNETT W. WIGINGTON Director March 30, 1995
------------------------
JARNETT W. WIGINGTON

/s/ BOB JERNIGAN Director March 30, 1995
------------------------
BOB JERNIGAN

/s/ C. WILLARD MIMS Director March 30, 1995
------------------------
C. WILLARD MIMS

/s/ JAMES E. DOOLEY Director March 30, 1995
------------------------
JAMES E. DOOLEY

/s/ WILLIS T. WOODRUFF Director March 30, 1995
------------------------
WILLIS T. WOODRUFF

<PAGE>

/s/ HUBERT HANCOCK Director March 30, 1995

--------------------------
HUBERT HANCOCK

/s/ HENDRIX WILEY Director March 30, 1995
--------------------------
HENDRIX WILEY

/s/ W. W. ARCHER Director March 30, 1995
--------------------------
W. W. ARCHER

<PAGE>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The registrant is a membership corporation and has no authorized or outstanding
equity securities. Proxies are not solicited from the holders of Oglethorpe's
public bonds. No annual report or proxy material has been sent to such
bondholders.

<PAGE>

[United States Department of Agriculture Letterhead]

31 AUG 1994

Mr. Tom D. Kilgore
President and Chief Executive Officer
Oglethorpe Power Corporation
P.O. Box 1349
Tucker, Georgia 30085-1349

Dear Mr. Kilgore:

We are pleased to advise you that the United States of America (the
"Government"), acting through the Administrator of the Rural Electrification
Administration ("REA"), hereby consents, subject to the conditions set forth
below, to a Type II Pollution Control accommodation of the Government's mortgage
lien to Trust Company Bank ("Trustee") in its capacity as trustee under two
Trust Indentures. This lien accommodation will provide security for up to an
aggregate principal amount of $39,605,000 plus interest on long-term financing
in connection with the sale of the Development Authority of Appling County,
Georgia (the "Appling Development Authority"), fixed-rate Pollution Control
Revenue Bonds, Series 1994 (the "1994 Appling Bonds") and the Development
Authority of Burke County, Georgia (the "Burke Development Authority"), fixed-
rate Pollution Control Revenue Bonds, Series 1994B (the "1994B Burke Bonds")
(collectively, the "1994 Refunding Bonds").

The proceeds of the sale of the 1994 Refunding Bonds, together with certain
other funds to be provided by Oglethorpe Power Corporation ("Oglethorpe") and
other available moneys, are to be used to pay the principal of, redemption
premium and interest on the following issues of fixed rate Pollution Control
Revenue Bonds:

1. The Appling Development Authority, Series 1985, which mature on
January 1 in the years 1995, 1996, 1997, 1998, 1999, 2000, 2001, 2005,
2010 and 2016 (the "1985 Appling Bonds").

2. The Burke Development Authority, Series 1982, which mature on January
1, 1995 (the "1982 Burke Bonds").

3. The Burke Development Authority, Series 1985, which mature on January
1 in the years 1995, 1996, 1997, 1998, and 1999 (the "1984B Burke
Bonds").

The 1985 Appling Bonds, the 1982 Burke Bonds and the 1984B Burke Bonds
(collectively, the "Refunded Bonds") are intended to be redeemed on January 3,
1995.

<PAGE>

Mr. Tom D. Kilgore 2

REA understands that:

1. The following documents will be used to effectuate the sale of the
1994 Refunding Bonds:

a. Trust Indenture between the Appling Development Authority and
Trust Company Bank, as trustee, dated as of September 1, 1994;

b. Trust Indenture between the Burke Development Authority and Trust
Company Bank, as trustee, dated as of September 1, 1994;

c. Loan Agreement between the Appling Development Authority and
Oglethorpe, dated as of September 1, 1994;

d. Loan Agreement between the Burke Development Authority and
Oglethorpe, dated as of September 1, 1994;

e. Purchase Contract between Smith Barney Inc. ("Smith Barney") and
the Appling Development Authority, dated the date of the sale of
the 1994 Refunding Bonds;

f. Purchase Contract between Smith Barney and the Burke Development
Authority, dated the date of the sale of the 1994 Refunding
Bonds;

g. Letter of Representation from Oglethorpe to Smith Barney and the
Appling Development Authority, dated the date of the sale of the
1994 Refunding Bonds;

h. Letter of Representation from Oglethorpe to Smith Barney and the
Burke Development Authority, dated the date of the sale of the
1994 Refunding Bonds;

i. 1994 Note from Oglethorpe to the Trustee as assignee and pledgee
of the Appling Development Authority, dated as of September 1,
1994 (the "1994 Appling Note"); and

j. 1994B Note from Oglethorpe to the Trustee as assignee and pledgee
of the Burke Development Authority, dated as of September 1, 1994
(the "1994B Burke Note").

(The above listed documents, as executed and delivered and as the same may
hereafter be substituted, amended or supplemented, shall hereinafter
collectively be referred to as the "Financing Documents".)

<PAGE>

Mr. Tom D. Kilgore 3

2. The following document will be used to secure the 1994 Appling Note
and the 1994B Burke Note:

Consolidated Mortgage and Security Agreement (hereinafter
called the "Mortgage"), dated as of September 1, 1994, made
by and among Oglethorpe, as Mortgagor, and the Government,
the National Bank for Cooperatives, Credit Suisse, acting by
and through its New York Branch, and Trust Company Bank, as
trustee under the bond indentures referenced therein, as
Mortgagees.

The Government, acting through the Administrator of the REA (the
"Administrator"), hereby also consents, subject to the conditions set forth
below, to the pollution control financing transaction described in the Financing
Documents and to the execution, delivery and performance by Oglethorpe of those
Financing Documents to which it is a party.

The effectiveness of REA's approvals set forth herein are hereby made subject to
the following conditions:

1. That each of the Financing Documents are executed and delivered with
only such changes from the drafts of those documents indicated on
Enclosure 1 as REA may approve;

2. That Oglethorpe provides to REA such legal opinions as the
Administrator may desire; and

3. That Oglethorpe provides to REA certified board resolutions
authorizing the execution, delivery and performance of each of the
Financing Documents to which Oglethorpe is a party.

The satisfaction of such conditions shall be evidenced by the delivery by REA of
a written consent to the execution and delivery of the 1994 Appling Note and the
1994B Burke Note.

REA's approvals set forth herein are also made subject to the condition that
Oglethorpe accept the following provisions, which provisions shall amend and
supplement that certain Amended and Consolidated Loan Contract, dated as of June
1, 1984, between Oglethorpe and the Government, as heretofore amended and
supplemented (the "REA Loan Contract"):

1. Oglethorpe agrees that all provisions of the REA Loan Contract shall
be applicable to the pollution control bond financing transaction
described in the Financing Documents, except to the extent that the
Administrator determines such provisions to be inapplicable;

<PAGE>

Mr. Tom D. Kilgore 4

2. Oglethorpe agrees that it will not, without the prior written approval
of the Administrator, enter into or consent to any amendment or
supplement to, or any assignment, modification or waiver of, any of
the Financing Documents;

3. Oglethorpe shall comply with all of the material terms, obligations
and conditions of the Financing Documents and shall not permit there
to exist any default or event of default on its part under any of the
Financing Documents;

4. Oglethorpe shall, as soon as practicable, after it has actual notice
of the following events, inform the Administrator of such event and
shall, if the Administrator so requests, provide information
concerning such event in form and substance satisfactory to the
Administrator:

a. That a default or event of default has occurred under any of the
Financing Documents;

b. That a default or event of default under any of the Financing
Documents has been cured;

c. That Oglethorpe has been called upon to protect, indemnify or
otherwise hold harmless any person or entity pursuant to any of
the Financing Documents; and

d. That any of the Financing Documents have been terminated or
partially terminated, amended or assigned.

5. Oglethorpe shall not request reimbursement from either insured or
guaranteed loan funds of the general fund expenditures made by
Oglethorpe for fees and expenses for which Oglethorpe is obligated
under any of the Financing Documents and for which REA approval is
herein given;

6. Oglethorpe will, by March 31, 1995, provide REA with a report on the
amount of the 1994 Refunding Bonds sold, the interest rate, the level
of the Debt Service Reserve Fund, and certification that the Refunded
Bonds have been refunded;

7. Oglethorpe will provide REA, as an attachment to its year-ending REA
Form 12 Operating Report - Financial, an annual report relative to the
amount of the 1994 Refunding Bonds outstanding;

<PAGE>

Mr. Tom D. Kilgore 5

8. Oglethorpe agrees that the information contained in any Preliminary
Offering Statement and any Offering Statement used in connection with
the sale of the Refunding Bonds shall be correct in all material
respects and shall not contain any untrue statement of material fact
necessary to make the statements made therein not misleading; and

9. Oglethorpe hereby reaffirms its obligations to consider and negotiate
in good faith with the REA appropriate additional or alternative
financial coverage ratios to be incorporated into Oglethorpe's
mortgage or the REA Loan Contract (as the REA may determine).

If the date of Closing (as such term is defined in the Purchase Contract) does
not occur on or prior to March 31, 1995, then the approvals set forth herein
shall expire.

Oglethorpe's execution and return of the second copy of this letter shall
constitute its acknowledgement and acceptance of the provisions and conditions
of this letter as amendments to the REA Loan Contract.

Within 90 days of Closing (as such term is defined in the Purchase Contract),
please promptly furnish us with three complete bound volumes containing all
documents, certificates, opinions, exhibits and schedules executed or delivered
in connection with the transaction described in the Financing Documents. One
volume should contain executed copies of the documents; the other two volumes
may contain conformed copies.

Copies of this letter are being sent to Trust Company Bank and to Mr. J. Calvin
Earwood, Chairman of the Board of Oglethorpe.

Sincerely,

/s/ Wally Beyer

Wally Beyer
Administrator

Enclosure

ACKNOWLEDGED AND ACCEPTED:
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP
GENERATION & TRANSMISSION
CORPORATION):

By: /s/ T. D. Kilgore
--------------------------
Title: CEO
------------------------
Date: 9/9/94
-------------------------

<PAGE>
ENCLOSURE 1

DRAFT FINANCING DOCUMENTS TO BE EXECUTED AND DELIVERED TO REA AS PART OF THE
SALE OF THE FOLLOWING FIXED-RATE POLLUTION CONTROL REVENUE BONDS: APPLING COUNTY
DEVELOPMENT AUTHORITY, SERIES 1994 AND BURKE COUNTY DEVELOPMENT AUTHORITY,
SERIES 1994B (COLLECTIVELY, THE "1994 REFUNDING BONDS") AS SUCH FINANCING
DOCUMENTS ARE REFERENCED AND INCORPORATED IN THE ADMINISTRATOR'S LETTER
APPROVING THE SALE OF THE 1994 REFUNDING BONDS.

1. Trust Indenture - 1994 Appling Bonds, draft dated June 16, 1994

2. Trust Indenture - 1994B Burke Bonds, draft dated June 16, 1994

3. Loan Agreement - 1994 Appling Bonds, draft dated June 16, 1994

4. Loan Agreement - 1994B Burke Bonds, draft dated June 16, 1994

5. 1994 Appling Note, draft dated June 16, 1994

6. 1994B Burke Note, draft dated June 16, 1994

7. Purchase Contract - 1994 Appling Bonds, draft dated June 16, 1994

8. Purchase Contract - 1994B Burke Bonds, draft dated June 16, 1994

9. Letter of Representation - 1994 Appling Bonds, draft dated June 16, 1994

10. Letter of Representation - 1994B Burke Bonds, draft dated June 16, 1994

<PAGE>

[CONFORMED COPY]

PURSUANT TO (S) 44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS
INSTRUMENT CONSTITUTES A LIEN ON ALL AFTER-ACQUIRED PROPERTY OF THE MORTGAGOR.

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

REA PROJECT DESIGNATION:

GEORGIA 109 OPC

CONSOLIDATED MORTGAGE AND SECURITY AGREEMENT

MADE BY AND AMONG

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION),

MORTGAGOR

AND

UNITED STATES OF AMERICA,
NATIONAL BANK FOR COOPERATIVES,
CREDIT SUISSE, ACTING BY AND THROUGH
ITS NEW YORK BRANCH,
AND
TRUST COMPANY BANK,
as trustee under, respectively, the within-mentioned
Oglethorpe-Appling 1985 Bond Indenture, Oglethorpe-Appling 1993 Bond Indenture,
Oglethorpe-Appling 1994 Bond Indenture, Oglethorpe-Burke 1982 Bond Indenture,
Oglethorpe-Burke 1985 Bond Indenture, Oglethorpe-Burke 1989 Bond Indenture,
Oglethorpe-Burke 1992A Bond Indenture, Oglethorpe-Burke 1992 (1993A) Bond
Indenture,
Oglethorpe-Burke 1992 (1994A) Bond Indenture, Oglethorpe-Burke 1993B Bond
Indenture,
Oglethorpe-Burke 1994B Bond Indenture, Oglethorpe-Heard 1993 Bond Indenture,
Oglethorpe-Monroe 1982 Bond Indenture and Oglethorpe-Monroe 1992A Bond
Indenture,

MORTGAGEES

Dated as of September 1, 1994

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

THIS INSTRUMENT CONSTITUTES A DEED TO SECURE DEBT AND SECURITY AGREEMENT CO
VERING BOTH REAL AND PERSONAL PROPERTY OF A CORPORATION ENGAGED IN THE
PRODUCTION AND TRANSMISSION OF ELECTRICITY AND IS TO BE CROSS-INDEXED, PURSUANT
TO (S)(S) 44-14-36 AND 11-9-302(3)(c) OF OFFICIAL CODE OF GEORGIA ANNOTATED, IN
ALL INDICES IN WHICH ARE RECORDED LIENS, MORTGAGES, OR OTHER ENCUMBRANCES ON
PERSONAL PROPERTY.

<PAGE>

TABLE OF CONTENTS

(The Table of Contents for this Consolidated Mortgage and Security Agreement
is for convenience of reference only and is not intended to define, limit or
describe the scope or intent of any provision of this Consolidated Mortgage and
Security Agreement.)

<S> <C>
RECITALS....................................................................... 1

GRANTING CLAUSE................................................................ 10

PROPERTY DESCRIPTIONS.......................................................... 11

HABENDUM CLAUSE................................................................ 101

ARTICLE I. Additional Notes

Section 1. Additional Notes; Future Advances................................. 102
Section 2. Supplemental Mortgages............................................ 102

ARTICLE II. Particular Covenants of the Mortgagor

Section 1. Transactions Authorized........................................... 103
Section 2. Ownership of Property; Discharge of Liens......................... 103
Section 3. Additional Encumbrances and Indebtedness.......................... 105
Section 4. Payment of Principal, Interest and Other Amounts Due;
Prepayments Permitted............................................. 105
Section 5. Preservation of Franchises, Etc.; Preservation of Corporate
Existence; Mergers or Consolidations; Sales of Assets; Releases of
Property.......................................................... 106
Section 6. Maintenance of Property........................................... 108
Section 7. Purchase of Assets; Long-Term Leases.............................. 111
Section 8. Insurance......................................................... 111
Section 9. Advances by Mortgagees for Unpaid Taxes, Insurance, Etc........... 113
Section 10. Extension of System; Certain Contracts, Expenses and Investments.. 113
Section 11. Salaries and Wages................................................ 113
Section 12. Maintenance of Records; Financial Information..................... 114
Further Assurances; Additional Security Upon Deficit in Net
Section 13. Income............................................................ 114
Section 14. Extensions of Time; Consent of Mortgagor.......................... 115
Section 15. TIER, DSC......................................................... 115
Section 15A. ADSCR............................................................. 115
Section 16. Limit on Distributions............................................ 117
Section 17. Applications of Proceeds--Eminent Domain.......................... 117
Section 18. General Manager................................................... 117
No Defaults under Other Agreements; Notice of Amendments and
Section 19. Limitations of Remedies under Bond Instruments.................... 118
Section 20. Location of Certain Records....................................... 118
Section 21. Rights of Way, Easements.......................................... 118
Section 22. Limit on Investments.............................................. 118
Section 23. ERISA............................................................. 119
Section 24. Enforcement of Contracts; Provision of Electric Power and Energy.. 119
Section 25. 1994 Refinancing Note............................................. 119

ARTICLE III. Remedies of the Mortgagees and Noteholders

Section 1. Events of Default; Remedies of Government
Events of Default
(a) default in payment under notes................................ 120
(b) event of default under loan agreements........................ 120
(c) default in observance of certain covenants.................... 120

<PAGE>

(d) default in observance of other covenants....................... 120
(e) bankruptcy..................................................... 120
(f) receiver or liquidator appointed............................... 120
(g) forfeiture of charter or certain franchises, permits, etc. .... 120
(h) final judgment unsatisfied..................................... 121
(i) default re subordinated indebtedness........................... 121
Remedies of Government--
(aa) acceleration.................................................. 121
(bb) possession.................................................... 121
(cc) enforcement of legal and equitable rights..................... 121
(dd) sale of property.............................................. 121
(ee) sale under power pursuant to Georgia Law...................... 121
Section 2. Remedies of Other Mortgagees and Noteholders....................... 123
(a) after 30 days.................................................. 123
(b) inability of Government to act; right of CoBank to act; right of
Credit Bank to act................................................. 123
(c) acceleration by Trustees....................................... 124
(d) receiver after one year........................................ 124
Section 3. Notice of Defaults and Remedies.................................... 125
Section 4. Purchase of Property by Noteholders................................ 125
Section 5. Application of Proceeds............................................ 125
Section 6. Remedies Cumulative; No Election................................... 126
Section 7. No Interference with Exercise of Remedies.......................... 126
Section 8. Waiver of Default after Cure....................................... 126
Section 9. Mortgagees as Attorney in Fact..................................... 126
Section 10. No Consent to Reorganizations, Arrangements or Compositions........ 126
Section 11. Actions in Name of Mortgagees...................................... 126

ARTICLE IV. Possession Until Default--Defeasance Clause

Section 1. Possession until Default........................................... 127
Section 2. Legal Effect of Assignment......................................... 127
Section 3. Defeasance......................................................... 127

ARTICLE V. Miscellaneous

Section 1. All Property as Realty............................................. 128
Section 2. Binding Effect on Successors and Assigns........................... 128
Section 3. Headings for Convenience Only...................................... 129
Section 4. Notices............................................................ 129
Section 5. Severability....................................................... 129
Section 6. Glossary of Terms.................................................. 129
Section 7. Security Agreement and Financing Statement......................... 149
Section 8. Indemnification of Mortgagees...................................... 149
Section 9. Government as Noteholder........................................... 150
Section 10. Administrator...................................................... 150
Section 11. Execution Counterparts............................................. 150
Section 12. Amendments of Certain Provisions Not Requiring Consent of Trustees,
Credit Bank or CoBank.............................................. 150
Section 13. Amendments for Certain Purposes Not Requiring Consent of Trustees,
Credit Bank or CoBank.............................................. 151
Section 14. Amendments or Substitution Not Requiring Consent of Certain
Trustees........................................................... 151
Section 15. Document Constitutes Deed to Secure Debt........................... 152
Section 16. Governing Law...................................................... 152
Section 17. Effect of Failure to Issue Certain Note............................ 152
Section 18. Amendment if Government No Longer a Noteholder..................... 153

<PAGE>

Section 19. Liability of Mortgagees...................................... 153
Section 20. Effect Prior to Advance Under Certain Note................... 153
Section 21. Effect of Failure to Authenticate and Deliver Certain Bonds.. 154
Section 22. Effect While Letter of Credit Outstanding.................... 155
Section 23. Substitute Letter of Credit Provider......................... 155

TESTIMONIUM.............................................................. 157

SIGNATURES............................................................... 157
</TABLE>

iii

<PAGE>

(This page has been left blank intentionally.)

<PAGE>

CONSOLIDATED MORTGAGE AND SECURITY AGREEMENT, dated as of September 1, 1994,
made by and among OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP
GENERATION & TRANSMISSION CORPORATION), an electric membership corporation
organized and existing under the laws of the State of Georgia, formerly known
as Oglethorpe Electric Membership Corporation (hereinafter called the
"Mortgagor"), the UNITED STATES OF AMERICA (hereinafter called the
"Government"), acting through the Administrator of the Rural Electrification
Administration (hereinafter called "REA"), NATIONAL BANK FOR COOPERATIVES
(hereinafter called "CoBank"), a bank chartered by the Government and
supervised and examined by the Farm Credit Administration, an independent
agency of the Government (successor by merger effective January 1, 1989, to
Columbia Bank for Cooperatives), CREDIT SUISSE (hereinafter called the "Credit
Bank"), a banking corporation organized and existing under the laws of
Switzerland, acting by and through its New York Branch, and TRUST COMPANY BANK,
a banking corporation organized and existing under the laws of the State of
Georgia, as trustee under, respectively, the Oglethorpe-Appling 1985 Bond
Indenture, the Oglethorpe-Appling 1993 Bond Indenture, the Oglethorpe-Appling
1994 Bond Indenture, the Oglethorpe-Burke 1982 Bond Indenture, the
Oglethorpe-Burke 1985 Bond Indenture, the Oglethorpe-Burke 1989 Bond
Indenture, the Oglethorpe-Burke 1992A Bond Indenture, the Oglethorpe-Burke 1992
(1993A) Bond Indenture, the Oglethorpe-Burke 1992 (1994A) Bond Indenture, the
Oglethorpe-Burke 1993B Bond Indenture, the Oglethorpe-Burke 1994B Bond
Indenture, the Oglethorpe-Heard 1993 Bond Indenture, the Oglethorpe-Monroe 1982
Bond Indenture and the Oglethorpe-Monroe 1992A Bond Indenture, as such
indentures are defined in the Glossary of Terms contained hereinbelow
(hereinafter called the "Trustees") (the Government, CoBank, the Credit Bank
and the Trustees hereinafter sometimes called the "Mortgagees").

RECITALS

WHEREAS, the Mortgagor has incurred or may incur, from time to time, pursuant
to the Act and under the REA Loan Contract certain indebtedness and other
obligations to the Government or to third parties and guaranteed by the
Government (including indebtedness incurred by the assumption by the Mortgagor
of the indebtedness of third parties to the Government or to other third
parties and guaranteed by the Government), which indebtedness and other
obligations are or are to be evidenced, as applicable, by Outstanding Notes,
Additional Guaranteed Notes and Additional REA Notes; and

WHEREAS, pursuant to the Oglethorpe-Appling 1985 Loan Agreement, the
Oglethorpe-Appling 1993 Loan Agreement, the Oglethorpe-Burke 1982 Loan
Agreement, the Oglethorpe-Burke 1985 Loan Agreement, the Oglethorpe-Burke 1989
Loan Agreement, the Oglethorpe-Burke 1992A Loan Agreement, the Oglethorpe-Burke
1992 (1993A) Loan Agreement, the Oglethorpe-Burke 1992 (1994A) Loan Agreement,
the Oglethorpe-Burke 1993B Loan Agreement, the Oglethorpe-Heard 1993 Loan
Agreement, the Oglethorpe-Monroe 1982 Loan Agreement, the Oglethorpe-Monroe
1992A Loan Agreement and other loan agreements identified in the 1993 Mortgage,
Appling Authority, Burke Authority, Heard Authority and Monroe Authority agreed
to issue the Oglethorpe-Appling (1985 Bond Indenture) Bonds, the
Oglethorpe-Appling (1993 Bond Indenture) Bonds, the Oglethorpe-Burke (1982 Bond
Indenture) Bonds, the Oglethorpe-Burke (1985 Bond Indenture) Bonds, the
Oglethorpe-Burke (1989 Bond Indenture) Bonds, the Oglethorpe-Burke (1992A Bond
Indenture) Bonds, the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, the
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds, the Oglethorpe-Burke
(1993B Bond Indenture) Bonds, the Oglethorpe-Heard (1993 Bond Indenture) Bonds,
the Oglethorpe-Monroe (1982 Bond Indenture) Bonds, the Oglethorpe-Monroe (1992A
Bond Indenture) Bonds and other bonds identified in the 1993 Mortgage,
respectively, and to loan the proceeds thereof to the Mortgagor in accordance
with the terms and conditions of the Oglethorpe-Appling 1985 Loan Agreement,
the Oglethorpe-Appling 1993 Loan Agreement, the Oglethorpe-Burke 1982 Loan
Agreement, the Oglethorpe-Burke 1985 Loan Agree-

<PAGE>

ment, the Oglethorpe-Burke 1989 Loan Agreement, the Oglethorpe-Burke 1992A Loan
Agreement, the Oglethorpe-Burke 1992 (1993A) Loan Agreement, the
Oglethorpe-Burke 1992 (1994A) Loan Agreement, the Oglethorpe-Burke 1993B Loan
Agreement, the Oglethorpe-Heard (1993 Bond Indenture) Bonds, the
Oglethorpe-Monroe 1982 Loan Agreement, the Oglethorpe-Monroe 1992A Loan
Agreement and other loan agreements identified in the 1993 Mortgage,
respectively, which loans are or are to be evidenced by the execution and
delivery of Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes and other
pollution control notes identified in the 1993 Mortgage, respectively
[including the First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control
Note, the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control
Note, the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note,
the First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, the
First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note, the
First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note,
the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note, the
First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note and the First
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note], from time to
time by the Mortgagor to the Oglethorpe-Appling 1985 Trustee, the
Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke 1982 Trustee, the
Oglethorpe-Burke 1985 Trustee, the Oglethorpe-Burke 1989 Trustee, the
Oglethorpe-Burke 1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the
Oglethorpe-Burke 1992 (1994A) Trustee, the Oglethorpe-Burke 1993B Trustee, the
Oglethorpe-Heard 1993 Trustee, the Oglethorpe-Monroe 1982 Trustee, the
Oglethorpe-Monroe 1992A Trustee and other trustees identified in the 1993
Mortgage, respectively; and

WHEREAS, as a result of certain pollution control bond refinancings, five
pollution control notes identified in the 1993 Mortgage have been paid in full,
and the trustees holding such pollution control notes have executed and
delivered a release of their respective interests under the 1993 Mortgage and
the other security instruments identified therein and are therefore not parties
to this Mortgage, such trustees being identified in the 1993 Mortgage as the
Oglethorpe-Appling 1978 Trustee, the Oglethorpe-Appling 1984 Trustee, the
Oglethorpe-Burke 1984 Trustee, the Oglethorpe-Burke 1984B Trustee and the
Oglethorpe-Heard 1978 Trustee; and

WHEREAS, to finance a portion of the cost of construction of certain
transmission facilities, the Mortgagor, pursuant to the REA Loan Contract,
heretofore has duly authorized, executed and delivered the First REA
Transmission Note; and

WHEREAS, to finance a portion of the cost of construction of certain
transmission facilities, the Mortgagor heretofore has entered into the First
CoBank Transmission Loan Agreement and has accordingly duly authorized,
executed and delivered to CoBank the First CoBank Transmission Note; and

<PAGE>

WHEREAS, to finance a portion of the cost of construction of certain
transmission facilities, the Mortgagor heretofore has entered into the Second
CoBank Transmission Loan Agreement and has accordingly duly authorized,
executed and delivered to CoBank the Second CoBank Transmission Note; and

WHEREAS, to finance a portion of the cost of its facilities, the Mortgagor,
pursuant to the REA Loan Contract, heretofore has duly authorized, executed and
delivered the Outstanding Guaranteed Notes; and

WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes and the pollution control notes
identified therein, the Mortgagor heretofore has authorized, executed and
delivered to the Government and the trustees identified therein, the 1978
Mortgage; and

WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, the pollution control notes identified
therein and the CoBank Notes, the Mortgagor heretofore has authorized, executed
and delivered to the Government, CoBank and the trustees identified therein,
the 1984 June Mortgage; and

WHEREAS, to secure the Outstanding Notes identified therein, Additional
Guaranteed Notes, Additional REA Notes, the pollution control notes identified
therein, the CoBank Notes and the Credit Bank Notes, the Mortgagor heretofore
has authorized, executed and delivered to the Government, CoBank, the Credit
Bank and the trustees identified therein, the 1992 April Mortgage; and

<PAGE>

WHEREAS, to provide for security for the timely payment of principal and
interest on the 1992 Oglethorpe-Burke (1992A Bond Indenture) Bonds and to
provide for the payment of the tender purchase price thereof in the event of an
optional or mandatory tender for purchase pursuant to the Oglethorpe-Burke
1992A Bond Indenture, the Mortgagor has entered into the Credit Agreement and
has duly authorized, executed and delivered to the Credit Bank the First Credit
Bank Note; and

WHEREAS, to refinance a portion of the cost of construction, acquisition and
improvement of certain pollution control systems and facilities appertaining to
the Edwin I. Hatch Plant, the Mortgagor desires to enter into the
Oglethorpe-Appling 1994 Loan Agreement pursuant to which Appling Authority
agrees to issue the Oglethorpe-Appling (1994 Bond Indenture) Bonds, and to loan
the proceeds thereof to the Mortgagor in accordance with the terms and
conditions of the Oglethorpe-Appling 1994 Loan Agreement, such loan to be
evidenced by the execution and delivery of Oglethorpe-Appling (1994 Loan
Agreement) Pollution Control Notes [including the First Oglethorpe-Appling
(1994 Loan Agreement) Pollution Control Note,] from time to time by the
Mortgagor to the Oglethorpe-Appling 1994 Trustee; and

WHEREAS, pursuant to the Oglethorpe-Appling 1994 Loan Agreement and the
Oglethorpe-Appling 1994 Bond Indenture, the Mortgagor will apply the proceeds
of the loan evidenced by the First Oglethorpe-Appling (1994 Loan Agreement)
Pollution Control Note, together with amounts from other sources, in prepayment
of the First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note,
by paying such amounts to the Oglethorpe-Appling 1985 Trustee pursuant to
Section 8.1 of the Oglethorpe-Appling 1985 Loan Agreement, for the purpose of
refunding certain maturities of the outstanding Oglethorpe-Appling (1985 Bond
Indenture) Bonds pursuant to Sections 308 and 402 of the Oglethorpe-Appling
1985 Bond Indenture; and

WHEREAS, as a result of such prepayment, the outstanding principal amount of
the First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note will
be reduced by an amount greater than or equal to the original principal amount
outstanding under the First Oglethorpe-Appling (1994 Loan Agreement) Pollution
Control Note; and

WHEREAS, to refinance a portion of the cost of construction, acquisition and
improvement of certain pollution control systems and facilities appertaining to
the Alvin W. Vogtle Plant, the Mortgagor desires to enter into the
Oglethorpe-Burke 1994B Loan Agreement pursuant to which Burke Authority agrees
to issue the Oglethorpe-Burke (1994B Bond Indenture) Bonds, and to loan the
proceeds thereof to the Mortgagor in accordance with the terms and conditions
of the Oglethorpe-Burke 1994B Loan Agreement, such loan to be evidenced by the
execution and delivery of Oglethorpe-Burke (1994B Loan Agreement) Pollution
Control Notes [including the First Oglethorpe-Burke (1994B Loan Agreement)
Pollution Control Note], from time to time by the Mortgagor to the
Oglethorpe-Burke 1994B Trustee; and

WHEREAS, pursuant to the Oglethorpe-Burke 1994B Loan Agreement and the
Oglethorpe-Burke 1994B Bond Indenture, the Mortgagor will apply the proceeds of
the loan evidenced by

<PAGE>

the First Oglethorpe-Burke (1994B Loan Agreement) Pollution Control Note,
together with amounts from other sources, in partial prepayment of the First
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note and the First
Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, by paying such
amounts to the Oglethorpe-Burke 1982 Trustee and the Oglethorpe-Burke 1985
Trustee pursuant to Section 8.1 of the Oglethorpe-Burke 1982 Loan Agreement and
Section 8.1 of the Oglethorpe-Burke 1985 Loan Agreement, respectively, for the
purpose of refunding certain maturities of the outstanding Oglethorpe-Burke
(1982 Bond Indenture) Bonds and Oglethorpe-Burke (1985 Bond Indenture) Bonds
pursuant to Sections 308 and 402 of the Oglethorpe-Burke 1982 Bond Indenture
and Sections 308 and 402 of the Oglethorpe-Burke 1985 Bond Indenture,
respectively; and

WHEREAS, as a result of such prepayment, the aggregate outstanding principal
amount of the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control
Note and the First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control
Note will be reduced by an amount greater than or equal to the original
principal amount outstanding under the First Oglethorpe-Burke (1994B Loan
Agreement) Pollution Control Note; and

WHEREAS, pursuant to Section 306C of the Rural Electrification Act (the
"Act") (such Section being 7 U.S.C.A. (S) 936c (West Supp. 1994); Public Law
No. 103-66; and the Act being 7 U.S.C.A. (S) 901 ET SEQ. (West 1980 and Supp.
1994)), the Mortgagor has determined to refinance certain loans previously made
by the Guaranteed Lender, which have been guaranteed by the Government, acting
through REA and secured under the Mortgage;

WHEREAS, the Mortgagor has determined that such refinancing will be
accomplished with loans from the Guaranteed Lender which will be guaranteed by
the Government, acting through REA;

WHEREAS, pursuant to 7 U.S.C.A. (S) 936c(b)(3)(B) (West Supp. 1994), the
Mortgagor has elected to finance some or all of the premium requirements of 7
U.S.C.A. (S) 936c(b) (West Supp. 1994) by increasing the outstanding principal
balance of the loan advances guaranteed by REA that are being refinanced under
7 U.S.C.A. (S) 936c by the amount of the premium being so financed and such
amount is intended to be fully secured under the Mortgage;

WHEREAS, in order to accomplish the refinancing, the Mortgagor has heretofore
duly authorized and executed and delivered, or is about to duly authorize,
execute and deliver, the 1994 Refinancing Note payable to the Guaranteed Lender
and guaranteed by the Government, acting through REA;

WHEREAS, in consideration of such guarantee by the Government, acting through
REA, the Mortgagor has promised REA to make the payments required by the 1994
Refinancing Note and in consideration of such guarantee by REA has heretofore
duly authorized and executed and delivered, or is about to duly authorize and
execute and deliver, the 1994 Reimbursement Note payable to the Government,
acting through REA;

WHEREAS, to secure the Outstanding Notes, Additional Guaranteed Notes,
Additional REA Notes, Oglethorpe-Appling (1985 Loan Agreement) Pollution
Control Notes, Oglethorpe-Appling (1993 Loan Agreement) Pollution Control
Notes, Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes,
Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes,
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes, the CoBank
Notes and the Credit Bank Notes, and to secure equally and ratably

<PAGE>

therewith Oglethorpe-Appling (1994 Loan Agreement) Pollution Control Notes and
Oglethorpe-Burke (1994B Loan Agreement) Pollution Control Notes, and to
establish certain rights and remedies of the Mortgagees as secured creditors,
the Mortgagor, the Government, CoBank, the Credit Bank and the Trustees desire
to execute and deliver this instrument; and

WHEREAS, certain instruments referred to in the preceding recitals are
identified as follows:

INSTRUMENTS RECITAL

REA Loan Contract: Amended and Consolidated Loan Contract dated as of June 1,
1984 (as heretofore and hereafter amended or supplemented), which amended and
consolidated the Loan Contract dated as of January 7, 1975, between the
Mortgagor and the Government (as such Loan Contract had theretofore been
amended or supplemented).

Outstanding Guaranteed Notes: The following mortgage notes of the Mortgagor
payable to the Guaranteed Lender:

ORIGINAL
PRINCIPAL FINAL
DATE AMOUNT MATURITY DATE
-------------------- ----------------- ------------------
<S> <C> <C>
January 8, 1975..... $513,082,000.00 December 31, 2016
July 14, 1975....... $101,700,000.00 December 31, 2016
September 13, 1976.. $19,935,000.00 December 31, 2017
January 6, 1977..... $822,606,000.00 December 31, 2018
January 21, 1980.... $684,354,000.00 December 31, 2021
November 1, 1984.... $9,796,000.00 December 31, 2015
November 1, 1984.... $42,150,000.00 December 31, 2021
April 14, 1986...... $721,000,000.00 December 31, 2019
October 10, 1988.... $706,780,000.00 December 31, 2023
August 21, 1989..... $1,800,000,000.00 December 31, 2016
March 31, 1994*..... $859,830,286.60 January 02, 2024

<FN>
------
* This is the 1994 Refinancing Note. If and when the Mortgagor executes
and delivers the 1994 Refinancing Note, and it becomes effective in
accordance with its terms, the 1994 Refinancing Note will replace and
substitute for that certain mortgage note dated August 21, 1989, in the
original principal amount of $1,800,000,000 with a final maturity date
of December 31, 2016, which amended and substituted for that certain
mortgage note dated November 8, 1982, in the original principal amount
of $1,800,000,000 with a final maturity date of December 31, 2023.
Pursuant to the terms of the 1989 mortgage note, all terms of the 1982
mortgage note remain in full force and effect as to certain outstanding
advances under that note.
</TABLE>

1994 Reimbursement Note: That certain Reimbursement Note of the Mortgagor dated
September 1, 1994, payable on demand to the Government in a principal amount to
be determined as and when advances are made;

Outstanding REA Notes: Two (2) certain mortgage notes of the Mortgagor payable
to REA (and known as the First REA Transmission Note and the Second REA
Transmission Note, respectively) as follows:

Original
Principal Final
Date Amount Maturity Date
------------------ -------------- ----------------
<S> <C> <C>
June 1, 1984...... $5,543,000.00 May 31, 2019
November 1, 1984.. $20,987,000.00 October 31, 2019
</TABLE>

1978 Mortgage: Consolidated Mortgage and Security Agreement dated as of
November 1, 1978, between the Mortgagor, the Government and Trust Company Bank
as trustee under certain outstanding pollution control bond indentures
designated therein, as supplemented by

<PAGE>

a First Amendment dated as of January 11, 1979 and a Supplement and Second
Amendment dated April 30, 1980, between the Mortgagor, the Government and Trust
Company Bank as trustee under certain pollution control bond indentures
identified therein.

1982 Mortgage: Consolidated Mortgage and Security Agreement dated as of
September 15, 1982, between the Mortgagor, the Government and Trust Company
Bank as trustee under certain pollution control bond indentures identified
therein.

1984 June Mortgage: Consolidated Mortgage and Security Agreement dated as of
June 1, 1984, between the Mortgagor, the Government, CoBank and Trust Company
Bank as trustee under certain pollution control bond indentures identified
therein.

1984 December Mortgage: Consolidated Mortgage and Security Agreement dated as
of December 1, 1984, between the Mortgagor, the Government, CoBank and Trust
Company Bank as trustee under certain pollution control bond indentures
identified therein.

1985 Mortgage: Consolidated Mortgage and Security Agreement dated as of October
15, 1985, between the Mortgagor, the Government, CoBank and Trust Company Bank
as trustee under certain pollution control bond indentures identified therein.

1988 Supplemental Mortgage: First Supplement and Amendment to Consolidated
Mortgage and Security Agreement dated as of November 1, 1988, between the
Mortgagor, the Government, CoBank and Trust Company Bank as trustee under
certain pollution control bond indentures identified therein.

1989 Mortgage: Consolidated Mortgage and Security Agreement dated as of
December 1, 1989, between the Mortgagor, the Government, CoBank and Trust
Company Bank as trustee under certain outstanding pollution control bond
indentures identified therein, as supplemented by a Supplement to Consolidated
Mortgage and Security Agreement dated as of November 21, 1990, between the
Mortgagor, the Government, CoBank and Trust Company Bank as trustee under
certain pollution control bond indentures identified therein.

1992 April Mortgage: Consolidated Mortgage and Security Agreement dated as of
April 1, 1992, between the Mortgagor, the Government, CoBank, the Credit Bank
and Trust Company Bank as trustee under certain pollution control bond
indentures identified therein.

1992 October Mortgage: Consolidated Mortgage and Security Agreement dated as of
October 1, 1992, between the Mortgagor, the Government, CoBank, the Credit Bank
and Trust Company Bank as trustee under certain pollution control bond
indentures identified therein.

1992 December Mortgage: Consolidated Mortgage and Security Agreement dated as
of December 1, 1992, between the Mortgagor, the Government, CoBank, the Credit
Bank and Trust Company Bank as trustee under certain pollution control bond
indentures identified therein.

1993 Mortgage: Consolidated Mortgage and Security Agreement dated as of
September 1, 1993, between the Mortgagor, the Government, CoBank, the Credit
Bank and Trust Company Bank as trustee under certain pollution control bond
indentures identified therein.

First CoBank Transmission Loan Agreement: Loan Agreement dated as of December
30, 1983, between the Mortgagor and CoBank.

Second CoBank Transmission Loan Agreement: Loan Agreement dated as of September
14, 1984, between the Mortgagor and CoBank.

First CoBank Transmission Note: Mortgage note of the Mortgagor dated as of June
1, 1984, in the original principal amount of $2,376,000, maturing on or before
November 1, 2018.

<PAGE>

Second CoBank Transmission Note: Mortgage note of the Mortgagor dated as of
November 1, 1984, in the original principal amount of $8,995,000, maturing on
or before September 1, 2019.

Credit Agreement: First Amended and Restated Letter of Credit Reimbursement
Agreement dated as of June 1, 1992, between the Mortgagor and the Credit Bank.

First Credit Bank Note: Mortgage note of the Mortgagor dated as of April 1,
1992, in the original principal amount of $232,983,475.69, maturing on or
before January 1, 2025 (subject to acceleration under certain circumstances
referred to in the Credit Agreement).

Oglethorpe-Appling 1985 Loan Agreement: Loan Agreement dated as of October 15,
1985, between the Mortgagor and Appling Authority.

Oglethorpe-Appling 1993 Loan Agreement: Loan Agreement dated as of September 1,
1993, between the Mortgagor and Appling Authority.

Oglethorpe-Appling 1994 Loan Agreement: Loan Agreement dated as of September 1,
1994, between the Mortgagor and Appling Authority.

Oglethorpe-Burke 1982 Loan Agreement: Loan Agreement dated as of September 15,
1982, between the Mortgagor and Burke Authority.

Oglethorpe-Burke 1985 Loan Agreement: Loan Agreement dated as of October 15,
1985, between the Mortgagor and Burke Authority.

Oglethorpe-Burke 1989 Loan Agreement: Loan Agreement dated as of December 1,
1989, between the Mortgagor and Burke Authority.

Oglethorpe-Burke 1992A Loan Agreement: Loan Agreement dated as of April 1,
1992, between the Mortgagor and Burke Authority.

Oglethorpe-Burke 1992 (1993A) Loan Agreement: Loan Agreement dated as of
December 1, 1992, between the Mortgagor and Burke Authority.

Oglethorpe-Burke 1992 (1994A) Loan Agreement: Loan Agreement dated as of
December 1, 1992, between the Mortgagor and Burke Authority.

Oglethorpe-Burke 1993B Loan Agreement: Loan Agreement dated as of September 1,
1993, between the Mortgagor and Burke Authority.

Oglethorpe-Burke 1994B Loan Agreement: Loan Agreement dated as of September 1,
1994, between the Mortgagor and Burke Authority.

Oglethorpe-Heard 1993 Loan Agreement: Loan Agreement dated as of September 1,
1993, between the Mortgagor and Heard Authority.

Oglethorpe-Monroe 1982 Loan Agreement: Loan Agreement dated as of September 15,
1982, between the Mortgagor and Monroe Authority.

Oglethorpe-Monroe 1992A Loan Agreement: Loan Agreement dated as of October 1,
1992, between the Mortgagor and Monroe Authority.

First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of October 15, 1985, in the original principal
amount of $25,000,000, maturing on or before January 1, 2016 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Appling
1985 Loan Agreement).

<PAGE>

First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 1, 1993, in the original principal
amount of $26,785,000, maturing on or before January 1, 2013 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Appling
1993 Loan Agreement).

First Oglethorpe-Appling (1994 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 1, 1994, in an original principal
amount not exceeding $22,240,000 maturing on or before January 1, 2021 (subject
to acceleration under certain circumstances referred to in the
Oglethorpe-Appling 1994 Loan Agreement).

First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 15, 1982, in the original principal
amount of $110,000,000, maturing on or before January 1, 2012 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1982 Loan Agreement).

First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of October 15, 1985, in the original principal
amount of $200,000,000, maturing on or before January 1, 2017 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1985 Loan Agreement).

First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of December 1, 1989, in the original principal
amount of $92,130,000, maturing on or before January 1, 2022 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1989 Loan Agreement).

First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of April 1, 1992, in the original principal
amount of $216,925,000, maturing on or before January 1, 2025 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1992A Loan Agreement).

First Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note:
Mortgage note of the Mortgagor dated as of December 1, 1992, in the original
principal amount of $199,690,000, maturing on or before January 1, 2016
(subject to acceleration under certain circumstances referred to in the
Oglethorpe-Burke 1992 (1993A) Loan Agreement).

First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note:
Mortgage note of the Mortgagor dated as of December 1, 1992, in the original
principal amount of $122,740,000, maturing on or before January 1, 2019
(subject to acceleration under certain circumstances referred to in the
Oglethorpe-Burke 1992 (1994A) Loan Agreement).

First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 1, 1993, in the original principal
amount of $155,610,000, maturing on or before January 1, 2008 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Burke
1993B Loan Agreement).

First Oglethorpe-Burke (1994B Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 1, 1994, in an original principal
amount not exceeding $17,365,000, maturing on or before January 1, 2005
(subject to acceleration under certain circumstances referred to in the
Oglethorpe-Burke 1994 Loan Agreement).

First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 1, 1993, in the original principal
amount of $12,305,000, maturing on or before January 1, 2009 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Heard
1993 Loan Agreement).

<PAGE>

First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of September 15, 1982, in the original principal
amount of $190,000,000, maturing on or before January 1, 2012 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Monroe
1982 Loan Agreement).

First Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note: Mortgage
note of the Mortgagor dated as of October 1, 1992, in the original principal
amount of $143,710,000, maturing on or before January 1, 2012 (subject to
acceleration under certain circumstances referred to in the Oglethorpe-Monroe
1992A Loan Agreement); and

WHEREAS, pursuant to the Agricultural Credit Act of 1987, and the Plan of
Merger contained in the Proxy Statement, dated May 9, 1988, delivered to the
Banks for Cooperatives pursuant to such Act, the Columbia Bank for Cooperatives
merged with other Banks for Cooperatives, effective as of January 1, 1989, and
thereupon became a part of and known as the National Bank for Cooperatives,
which operates under the tradename "CoBank"; and

WHEREAS, for purposes of this Mortgage, all references to CoBank shall be
deemed a reference to the Columbia Bank for Cooperatives for any time period
before January 1, 1989; and

WHEREAS, the Government, CoBank, the Credit Bank and the Trustees are
authorized to enter into this Consolidated Mortgage and Security Agreement; and

WHEREAS, all acts, things, and conditions prescribed by law and by the
articles of incorporation and bylaws of the Mortgagor have been duly performed
and complied with to authorize the execution and delivery hereof by the
Mortgagor and to make this Consolidated Mortgage and Security Agreement a valid
and binding mortgage to secure the Outstanding Notes, Additional Guaranteed
Notes, Additional REA Notes, CoBank Notes, Credit Bank Notes and Pollution Co
ntrol Notes; and

WHEREAS, to the extent that any of the property described or referred to
herein is governed by the provisions of the Uniform Commercial Code of any
state (hereinafter called the "Uniform Commercial Code"), the parties hereto
desire that this Consolidated Mortgage and Security Agreement be regarded as a
security agreement and as a financing statement for said security agreement
under the Uniform Commercial Code.

NOW, THEREFORE, in consideration of the premises and the sum of $5 in hand
paid by the Mortgagees to the Mortgagor, the receipt whereof by the Mortgagor
prior to the execution and delivery of this Consolidated Mortgage and Security
Agreement is hereby acknowledged, this Consolidated Mortgage and Security
Agreement (hereinafter called "this Mortgage").

W I T N E S S E T H:

That, subject to the provisions of section 17 of article V hereof, this
Mortgage hereby provides as follows:

IN ORDER TO SECURE the payment of the principal of and interest on the notes,
according to their tenor and effect, and further to secure the due performance
of the covenants, agreements and provisions contained therein (including, in
the case of Guaranteed Notes, the promise to pay and other covenants and
agreements of the Mortgagor to the Government), in this Mortgage, the REA Loan
Contract, the CoBank Loan Agreements, the Credit Agreement and the Pollution
Control Loan Agreements, and to declare the terms and conditions upon which the
notes and such performance are to be secured, the Mortgagor, in consideration
of the premises, has executed and delivered this Mortgage, and has granted,
bargained, sold, conveyed, warranted, assigned, transferred, mortgaged, pledged
and set over, and by these

<PAGE>

presents does hereby grant, bargain, sell, convey, warrant, assign, transfer,
mortgage, pledge and set over, unto the Mortgagees, and their respective
assigns, all and singular the following-described property (hereinafter
sometimes called the "Mortgaged Property"):

All right, title and interest of the Mortgagor in and to all real property
and electric generating plants and facilities and electric transmission and
distribution lines and facilities now owned by the Mortgagor and located in the
Counties of Appling, Atkinson, Baker, Baldwin, Banks, Barrow, Bartow, Ben Hill,
Berrien, Bibb, Bleckley, Brantley, Brooks, Bryan, Bulloch, Burke, Butts,
Calhoun, Camden, Candler, Carroll, Charlton, Cherokee, Clarke, Clay, Clayton,
Clinch, Cobb, Coffee, Colquitt, Columbia, Cook, Coweta, Crawford, Dade, Dawson,
Decatur, DeKalb, Dodge, Dooly, Dougherty, Douglas, Early, Echols, Effingham,
Elbert, Emanuel, Fayette, Floyd, Forsyth, Franklin, Fulton, Gilmer, Glynn,
Grady, Greene, Gwinnett, Habersham, Hall, Hancock, Haralson, Harris, Hart,
Heard, Henry, Houston, Irwin, Jackson, Jasper, Jeff Davis, Jefferson, Jenkins,
Johnson, Jones, Lamar, Laurens, Lee, Liberty, Lincoln, Long, Lowndes, Lumpkin,
Macon, Madison, Marion, McDuffie, McIntosh, Meriwether, Miller, Mitchell,
Monroe, Montgomery, Morgan, Murray, Muscogee, Newton, Oconee, Oglethorpe,
Paulding, Peach, Pickens, Pierce, Pike, Polk, Pulaski, Putnam, Quitman, Rabun,
Randolph, Richmond, Rockdale, Screven, Seminole, Spalding, Stephens, Stewart,
Sumter, Tattnall, Taylor, Telfair, Terrell, Thomas, Tift, Toombs, Treutlen,
Troup, Turner, Twiggs, Upson, Walton, Ware, Warren, Washington, Wayne, Webster,
Wheeler, White, Wilcox, Wilkes, Wilkinson, and Worth, State of Georgia, or
hereafter constructed or acquired by the Mortgagor, wherever located, and in
and to all extensions and improvements thereof and additions thereto, including
all substations, service and connecting lines (both overhead and underground),
poles, towers, posts, cross arms, wires, cables, conduits, mains, pipes, tubes,
transformers, insulators, meters, electrical connections, lamps, fuses,
junction boxes, fixtures, appliances, generators, dynamos, water turbines, wa
ter wheels, boilers, steam turbines, motors, switch boards, switch racks, pipe
lines, machinery, tools, supplies, switching and other equipment, and any and
all other property of every nature and description, used or acquired for use by
the Mortgagor in connection therewith and including, without limitation, the
following described property, now owned or hereafter acquired, to-wit:

1. That certain tract or parcel of land known as the "Big Creek Substation"
containing 2.07 acres, more or less, in Land Lot 102 of the 2nd District of
Appling County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Georgia Power Company, Land Department, recorded in Plat Book
7, Page 91, Appling County Records, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 165, Page 408, in the
Office of the Clerk of Superior Court of Appling County, Georgia.

2. A 30% undivided interest in those certain tracts or parcels of land
containing, in the aggregate, 1337.43 acres, more or less, in Land Lots 618,
619, 620, 580 and 581 of the 2nd District of Appling County, Georgia, being
more particularly shown and delineated as Tracts 1, 2 and 3 on Plat of Survey
prepared by C. H. Wright and certified by C. H. Wright (Registered Land
Surveyor No. 1333), designated as "GEORGIA POWER COMPANY, LAND DEPARTMENT,
Property Map of Site Edwin I. Hatch-Nuclear Plant, Appling and Toombs Counties,
Georgia, for Oglethorpe Electric Membership Corporation and Georgia Power
Company, dated December 9, 1974," said plat recorded in Plat Book 8, Page 35,
in the Office of the Clerk of Superior Court of Appling County, Georgia.

3. That certain tract or parcel of land known as the "Lanes Bridge
Substation" containing 0.932 acres, more or less, in Land Lot 392 of the 3rd
District of Appling County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership

<PAGE>

Generation & Transmission Corporation) by Substation Easement from Satilla
Rural Electric Membership Corporation, dated September 21, 1990, and recorded
in Deed Book 250, Page 564, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 250, Page 567,
in the Office of the Clerk of Superior Court of Appling County, Georgia.

4. That certain tract or parcel of land known as the "Pine Grove Substation"
containing 1.1653 acres, more or less, in Land Lot 395 of the 2nd District of
Appling County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 250, Page 547, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 250, Page 557, and by Substation Easement from Satilla Rural Electric
Membership Corporation, dated June 21, 1991, and recorded in Deed Book 254,
Page 53, in the Office of the Clerk of Superior Court of Appling County,
Georgia.

5. That certain tract or parcel of land known as the "Plant Hatch Substation"
containing 53.44 acres, more or less, in Land Lots 392, 488, 521, 536, 569 and
570 of the 2nd District of Appling County, Georgia, being more particularly
shown and delineated on Plat of Survey prepared by Riley, Park, Hayden &
Associates, Inc., Georgia Registered Land Surveyor No. 1749, recorded in Plat
Book 8, Pages 36-38, in the Office of the Clerk of Superior Court of Appling
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
January 16, 1975, and recorded in Deed Book 173, Folio 186, in the Office of
the Clerk of Superior Court of Appling County, Georgia, and being that property
conveyed to Oglethorpe Electric Membership Corporation from Georgia Power
Company by General Warranty Deed and Bill of Sale recorded in Deed Book 163,
Page 352, in the Office of the Clerk of Superior Court of Appling County,
Georgia.

6. That certain tract or parcel of land known as the "Union School
Substation" containing 4.80 acres, more or less, in Land Lot 55 of the 3rd
District of Appling County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 10, Page 88, Appling County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from B. J. Tyre, dated March 10, 1981, and recorded in Deed Book 193, Page 675,
in the Office of the Clerk of Superior Court of Appling County, Georgia.

7. That certain tract or parcel of land known as the "Willacoochee
Substation" containing 0.81 acres, more or less, in Land Lot 27 of the 6th
District of Atkinson County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 104, Page 11, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 104, Page 21, in the Office of the Clerk of Superior Court of
Atkinson County, Georgia.

8. That certain tract or parcel of land known as the "Cedar Creek Substation"
containing 3.683 acres, more or less, in Land Lots 105 and 119 of the 318th
G.M.D. of Baldwin County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Roland McCann, Georgia Registered Land Surveyor
No. 1752, dated June 25, 1977, recorded in Plat Book I, Page 180, in the Office
of the Clerk of Superior Court of Baldwin County, Georgia, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from William G. Stiles and Joseph T. Stiles, dated August 25,
1977, and recorded in Deed Book 125, Page 134, in the Office of the Clerk of
Superior Court of Baldwin County, Georgia.

<PAGE>

9. That certain tract or parcel of land known as the "Pancras a/k/a Pancrest
Substation" containing 2.6051 acres, more or less, in the 322nd G.M.D. of
Baldwin County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by Byron L. Farmer, Surveyor, Georgia Registration No. 1679,
dated January 18, 1976, recorded in Deed Book 110, Page 638, Office of the
Clerk of Superior Court of Baldwin County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from Dr. Larry T. Torrence, dated February 19, 1976, and recorded in Deed Book
110, Page 719, and by Warranty Deed from Tri-County Electric Membership
Corporation, dated April 16, 1976, and recorded in Deed Book 112, Page 542, in
the Office of the Clerk of Superior Court of Baldwin County, Georgia.

10. That certain tract or parcel of land known as the "Homer Substation"
containing 0.2236 acres, more or less, in the 265th G.M.D. of Banks County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 62, Page 769, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 62, Page 779,
in the Office of the Clerk of Superior Court of Banks County, Georgia.

11. That certain tract or parcel of land known as the "Russell Substation"
containing 1.4312 acres, more or less, in the 246th G.M.D. of Barrow County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 159, Page 15, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 159, Page 25,
in the Office of the Clerk of Superior Court of Barrow County, Georgia.

12. That certain tract or parcel of land known as the "Winder Substation"
containing 0.1908 acres, more or less, in the 243rd G.M.D. of Barrow County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 159, Page 32, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 159, Page 42,
in the Office of the Clerk of Superior Court of Barrow County, Georgia.

13. That certain tract or parcel of land known as the "Winder Substation"
containing 5.07 acres, more or less, in the 243rd G.M.D. of Barrow County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 7, 1990,
last revised May 31, 1991, recorded in Plat Book 37, Page 202, Barrow County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from James L. Craft and Andrea B. Craft, dated August 8, 1991, and recorded in
Deed Book 172, Page 334, in the Office of the Clerk of Superior Court of Barrow
County, Georgia.

14. That certain tract or parcel of land known as the "Allatoona Substation"
containing 4.45 acres, more or less, in Land Lots 1220 and 1229 of the 21st
District, 2nd Section, of Bartow County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 261,
Page 34, in the Office of the Clerk of Superior Court of Bartow County,
Georgia.

15. That certain tract or parcel of land known as the "Swakers Substation"
containing 4.73 acres, more or less, in Land Lot 299 of the 4th District of Ben
Hill County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 8, Page 264, Ben Hill County Records,

<PAGE>

and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Audrey D. Jordan, dated October 29, 1981, and recorded in Deed Book 168,
Pages 12-13, in the Office of the Clerk of Superior Court of Ben Hill County,
Georgia.

16. That certain tract or parcel of land known as the "Nashville No. 2
Substation" containing 1 acre, more or less, in Land Lot 185 of the 10th
District of Berrien County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by General Warranty Deed and Bill of Sale Made by Georgia Power
Company, dated May 11, 1988, and recorded in Deed Book 182, Pages 78-89, in the
Office of the Clerk of Superior Court of Berrien County, Georgia.

17. That certain tract or parcel of land known as the "Bass Road Substation"
containing 6.01 acres, more or less, in Land Lots 317 and 318 of the 13th
District of Bibb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated December 18, 1987, recorded in Plat Book 73, Page 98, in the Office
of the Clerk of Superior Court of Bibb County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Hubert A.
Williams, dated December, 1987, and recorded in Deed Book 1689, Page 260, in
the Office of the Clerk of Superior Court of Bibb County, Georgia.

18. That certain tract or parcel of land known as the "Forrest Road Switching
Station" containing in the aggregate 3.434 acres, more or less, in Land Lot 297
of the 13th District of Bibb County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 1244,
Page 831, in the Office of the Clerk of Superior Court of Bibb County, Georgia.

19. That certain tract or parcel of land known as the "Fulton Hill
Substation" containing 3.925 acres, more or less, in Land Lot 12 of the 4th
District of Bibb County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land
Surveyor No. 1956, dated June 9, 1978, recorded in Plat Book 59, Page 79, in
the Office of the Clerk of Superior Court of Bibb County, Georgia, and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Nellie L. Ward, dated August 4, 1978, and recorded in Deed
Book 1334, Page 223, in the Office of the Clerk of Superior Court of Bibb
County, Georgia.

20. That certain tract or parcel of land known as the "St. Dennis Substation"
containing 6.19 acres, more or less, in Land Lot 110 of the 3rd District of
Bibb County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 23, 1991, recorded in Plat Book 87, Page 380, Bibb County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from George Ann S. Brown and Loya C. Brown, dated September 30, 1992, and
recorded in Deed Book 2203, Pages 105-106, in the Office of the Clerk of
Superior Court of Bibb County, Georgia.

21. That certain tract or parcel of land known as the "Bleckley Substation"
containing 8.21 acres, more or less, in Land Lot 387 of the 2nd District of
Bleckley County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 5, Page 245, Bleckley County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Marjorie Williams Wimberly, f/k/a Marjorie Williams, dated July 28, 1989, and
recorded in Deed Book D-93, Pages 251-252, in the Office of the Clerk of
Superior Court of Bleckley County, Georgia.

<PAGE>

22. That certain tract or parcel of land known as the "Cochran Substation"
containing 0.2296 acres, more or less, in Land Lot 171 of the 21st District of
Bleckley County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book D-102, Page 265, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book D-102, Page 275, in the Office of the Clerk of Superior Court of
Bleckley County, Georgia.

23. That certain tract or parcel of land known as the "West Side Substation"
containing 0.856 acres, more or less, in Land Lots 171 and 190 of the 21st
District of Bleckley County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated February 8, 1983, recorded in Plat Book 5, Page
344, Bleckley County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Leo L. Phillips, Jr. and John Robert
Phillips, dated March 12, 1993, and recorded in Deed Book D-122, Page 50, in
the Office of the Clerk of Superior Court of Bleckley County, Georgia.

24. That certain tract or parcel of land known as the "Lake Windy Substation"
(formerly "Central Estates Substation") containing 7.593 acres, more or less,
in Land Lots 9 and 38 of the 9th District of Brantley County, Georgia, being
more particularly shown and delineated on Plat of Survey prepared by Roland
McCann, Georgia Registered Land Surveyor No. 1752, dated October 27, 1978,
recorded in Plat Book 8, Page 148, in the Office of the Clerk of Superior Court
of Brantley County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Dr. Wynton L. Hall, dated December 1, 1978,
and recorded in Deed Book 35, Page 599, in the Office of the Clerk of Superior
Court of Brantley County, Georgia; LESS AND EXCEPT: 0.93 acres, more or less,
conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Brantley
County, Georgia, dated February 10, 1986, and recorded in Deed Book 43, Page
323, in the Office of the Clerk of Superior Court of Brantley County, Georgia.

25. That certain tract or parcel of land known as the "Nahunta Substation"
containing 2.3 acres of land, more or less, in Land Lot 104 of the 2nd District
of Brantley County, Georgia, being more particularly shown and delineated on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 9, Page 246, Brantley County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from E. L.
Sears, Jr., dated March 3, 1982, and recorded in Deed Book 38, Pages 506-507,
in the Office of the Clerk of Superior Court of Brantley County, Georgia.

26. That certain tract or parcel of land known as the "Quitman Substation"
containing 0.492 acres, more or less, in Land Lot 353 of the 12th District of
Brooks County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Colquitt Electric Membership
Corporation, dated September 18, 1990, and recorded in Deed Book 174, Page 228,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 174, Page 231, in the Office of the Clerk of Superior
Court of Brooks County, Georgia.

27. That certain tract or parcel of land known as the "South Brooks
Substation" containing 0.81 acres, more or less, in Land Lot 393 of the 12th
District of Brooks County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 174, Page 211, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 174, Page 221, in the Office of the Clerk of Superior Court of Brooks
County, Georgia; LESS AND EXCEPT: 0.0767 acres, more or less, conveyed by
Right-of-Way Deed from Oglethorpe Power Corporation to Brooks County, Georgia,
dated August 27, 1993 , and recorded in Deed Book 213, Page 161, in the Office
of the Clerk of Superior Court of Brooks County, Georgia.

<PAGE>

28. That certain tract or parcel of land known as the "Burnt Church
Substation" containing 3.64 acres, more or less, in the 20th G.M.D. of Bryan
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
November 15, 1988, and recorded in Deed Book 7-P, Page 514, in the Office of
the Clerk of Superior Court of Bryan County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Rayonier
Timberlands Operating Company, dated May 26, 1989, and recorded in Deed Book
7-P, Folio 513, in the Office of the Clerk of Superior Court of Bryan County,
Georgia, and by Quitclaim Deed from Rayonier Timberlands Operating Company,
dated May 26, 1989, and recorded in Deed Book 7-P, Folio 515, in the Office of
the Clerk of Superior Court of Bryan County, Georgia.

29. That certain tract or parcel of land known as the "Daniel Siding
Substation" containing 2.527 acres, more or less, in the 20th G.M.D. of Bryan
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book 4-G, Page 323, in the Office of the
Clerk of Superior Court of Bryan County, Georgia.

30. That certain tract or parcel of land known as the "Ellabelle Substation"
containing 3.55 acres, more or less, in the 1380th G.M.D. of Bryan County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated January
7, 1994, recorded in Plat Book 425, Page 2, Bryan County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Colen
Floyd, dated May 10, 1994, and recorded in Deed Book 12-L, Pages 172-174, in
the Office of the Clerk of Superior Court of Bryan County, Georgia.

31. That certain tract or parcel of land known as the "River Substation"
containing 3.544 acres, more or less, in the 1380th G.M.D. of Bryan County,
Georgia, being more particularly shown and delineated on Plat of Survey
prepared by Hugh W. Mercer, Jr., Georgia Registered Land Surveyor No. 1890,
dated March 26, 1976, revised May 3, 1976, recorded in Plat Book G-2, Page 86,
in the Office of the Clerk of Superior Court of Bryan County, Georgia, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from George C. Martin, Elizabeth S. Martin, Janice S. Martin
a/k/a Janice Martin Brown, dated May 20, 1976, and recorded in Deed Book 4-J,
Page 77, in the Office of the Clerk of Superior Court of Bryan County, Georgia;
LESS AND EXCEPT: 0.160 acres, more or less, conveyed by undated Right-of-Way
Deed from Oglethorpe Electric Membership Corporation to Georgia Department of
Transportation.

32. That certain tract or parcel of land known as the "Clito Substation"
containing 3.57 acres, more or less, in the 48th G.M.D. of Bulloch County,
Georgia, being more particularly shown and delineated on Plat of Survey
prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
November 7, 1979, recorded in Plat Book 19, Page 90, in the Office of the Clerk
of Superior Court of Bulloch County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from W. C. Hodges, Jr., dated
January 3, 1980, and recorded in Deed Book 398, Page 797, in the Office of the
Clerk of Superior Court of Bulloch County, Georgia.

33. That certain tract or parcel of land known as the "Highway 301
Substation" containing 0.3650 acres, more or less, in the 44th G.M.D. of
Bulloch County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 560, Page 60, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 560, Page 72, in the Office of the Clerk of Superior Court of Bulloch
County, Georgia.

<PAGE>

34. That certain tract or parcel of land known as the "Highway 301
Substation" containing 0.18 acres, more or less, in the 44th G.M.D. of Bulloch
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August
2, 1991, last revised March 3, 1992, recorded in Plat Book 40, Page 142,
Bulloch County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Tony M. Nevil, dated May 20, 1992, and
recorded in Deed Book 619, Page 385, in the Office of the Clerk of Superior
Court of Bulloch County, Georgia.

35. That certain tract or parcel of land known as the "Jimps Road Substation"
containing 2.468 acres, more or less, in the 1209th G.M.D. of Bulloch County,
Georgia, being more particularly shown on ALTA/ACSM Land Title Survey for North
Arkansas Wholesale Co., Inc. and Commonwealth Land Title Insurance Company
prepared by Piedmont-Olsen-Hensley, drawing No. 22438.00.100 dated September
17, 1993 and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from North Arkansas Wholesale Co., Inc., dated December 31, 1993, and recorded
in Deed Book 704, Pages 5-7, in the Office of the Clerk of Superior Court of
Bulloch County, Georgia.

36. That certain tract or parcel of land known as the "Langston Substation"
containing 4.82 acres, more or less, in the 1209th G.M.D. of Bulloch County,
Georgia, being more particularly shown and delineated on a Plat of Survey
prepared by Raoul N. Arrayo, Georgia Registered Land Surveyor No. 1336, dated
December 18, 1979, recorded in Plat Book 19, Page 89, in the Office of the
Clerk of Superior Court of Bulloch County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Mary A. Joiner,
dated January 3, 1980, and by Warranty Deed from Dianne B. Brunson and C. Ed
Brunson, dated January 4, 1980, and recorded respectively in Deed Book 398,
Page 782, and Deed Book 398, Page 787, in the Office of the Clerk of Superior
Court of Bulloch County, Georgia.

37. That certain tract or parcel of land known as the "Southeast Bulloch
Substation" containing 3.58 acres, more or less, in the 1523rd G.M.D. of
Bulloch County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated February 24, 1988, recorded in Plat Book 32, Page 7, in the Office of the
Clerk of Superior Court of Bulloch County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Hunter M.
Robertson, III, dated May 25, 1988, and recorded in Deed Book 497, Page 352, in
the Office of the Clerk of Superior Court of Bulloch County, Georgia.

38. That certain tract or parcel of land known as the "Alexander Substation"
containing 4.25 acres, more or less, in the 63rd G.M.D. of Burke County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 15,
1988, recorded in Plat Book A-5777, Burke County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Jesse C. Palmer,
III, and Pamela Palmer Hummel, f/k/a Betty Pamela Palmer, dated December 6,
1988, and recorded in Deed Book 166, Folio 377 in the Office of the Clerk of
Superior Court of Burke County, Georgia.

39. A 30% undivided interest in those certain tracts or parcels of land
containing in the aggregate 3,043.11 acres, more or less, in the 66th and 68th
G.M.D. of Burke County, Georgia, being more particularly shown and delineated
as Tract One on Plat of Survey prepared by C. H. Wright (Registered Land
Surveyor No. 1333), designated as "Boundary Survey of Alvin W. Vogtle Plant
Site and Combustion Turbine Site" dated March 15, 1976, revised December 13,

<PAGE>

1976, said plat being filed in File No. A-3120, in the Office of the Clerk of
Superior Court of Burke County, Georgia; and being that certain tract conveyed
to Oglethorpe Electric Membership Corporation by General Warranty Deed and Bill
of Sale from Georgia Power Company and recorded in Deed Book 107, Page 100 of
Burke County Records; LESS AND EXCEPT: 3.079 acres, more or less, conveyed by
Right-of-Way Deed, dated December 13, 1982, from Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) to Burke County,
Georgia, recorded in Deed Book 124, Page 740, Burke County Records.

40. That certain tract or parcel of land known as the "Gough Substation"
containing 1.70 acres, more or less, in the 72nd G.M.D. of Burke County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
George M. Ingram, Georgia Registration No. 799, dated August 23, 1972, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and
recorded in Deed Book 101, Page 105, in the Office of the Clerk of Superior
Court of Burke County, Georgia.

41. That certain tract or parcel of land known as the "Greenscut Substation"
containing 3.62 acres, more or less, in the 67th G.M.D. of Burke County,
Georgia, being more particularly shown and delineated on Plat of Survey
prepared by James E. Mallett, Jr., Georgia Registered Land Surveyor No. 1983,
dated November 5, 1976, recorded in Plat Book A, Page 3199, in the Office of
the Clerk of Superior Court of Burke County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from Mrs. Sterling J. Usher, Jr. a/k/a Thelma D. Usher and Mrs. R. M. Laffitte
a/k/a Elizabeth Usher Laffitte, dated March 4, 1977, and recorded in Deed Book
106, Page 707, in the Office of the Clerk of Superior Court of Burke County,
Georgia.

42. That certain tract or parcel of land known as the "Mills Road Substation"
containing 1.848 acres, more or less, in the 62nd G.M.D. of Burke County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 15,
1986, and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Schwank, Inc., dated March 26, 1987, and recorded in Deed Book 156, Page
764 in the Office of the Clerk of Superior Court of Burke County, Georgia, and
by Warranty Deed from Planters EMC, dated January 29, 1987, and recorded in
Deed Book 158, Page 336 in the Office of the Clerk of Superior Court of Burke
County, Georgia.

43. That certain tract or parcel of land known as the "Plant Vogtle Railroad"
containing 111.346 acres, more or less, being in the 66th and 67th G.M.D. of
Burke County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Riley, Park, Hayden & Associates, Inc., Georgia Registered
Land Surveyor No. 1749, recorded in the Office of the Clerk of Superior Court
of Burke County, Georgia, and being that certain tract conveyed to Oglethorpe El
ectric Membership Corporation by Warranty Deed from Georgia Power Company, and
recorded in Deed Book 107, Page 100, in the Office of the Clerk of Superior
Court of Burke County, Georgia.

44. That certain tract or parcel of land known as the "Arlington Substation"
containing 1.861 acres, more or less, in Land Lot 187 of the 4th District of
Calhoun County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 33, Page 680, in the Office of
the Clerk of Superior Court of Calhoun County, Georgia.

45. That certain tract or parcel of land known as the "Kingsland a/k/a Hi Hat
Substation" containing 2.784 acres, more or less, in the 31st G.M.D. of Camden
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book 123, Page 175, in the Office of the
Clerk of Superior Court of Camden County, Georgia.

<PAGE>

46. That certain tract or parcel of land known as the "Metter Substation"
containing 0.3426 acres, more or less, in the 1685th G.M.D. of Candler County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 99, Page 624, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 99, Page 635,
in the Office of the Clerk of Superior Court of Candler County, Georgia.

47. That certain tract or parcel of land known as the "Stillmore Substation"
containing 2.74 acres, more or less, in the 1734th G.M.D. of Candler County,
Georgia, and being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
February 12, 1992, recorded in Plat Book 6, Page 268, Candler County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Georgia-Pacific Corporation, a Georgia corporation, dated August 4, 1992,
and recorded in Deed Book 108, Page 210, in the Office of the Clerk of Superior
Court of Candler County, Georgia.

48. That certain tract or parcel of land known as the "Buck Creek Substation"
containing 7.49 acres, more or less, in Land Lots 188 and 189 of the 10th
District, Carroll County, Georgia, and being more particularly shown and
delineated on a Plat of Survey prepared by Roland McCann, Georgia Registered
Land Surveyor No. 1752, dated May 21, 1979, recorded in Deed Book 392, Page
840, in the Office of the Clerk of Superior Court of Carroll County, Georgia,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from West Georgia Industrial Group, Ltd., dated June 21, 1979, and recorded in
Deed Book 392, Page 837, in the Office of the Clerk of Superior Court of
Carroll County, Georgia.

49. That certain tract or parcel of land known as the "Clem Substation"
containing 0.2447 acres, more or less, in Land Lot 9 of the 4th District of
Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 685, Page 472, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 685, Page 482, in the Office of the Clerk of Superior Court of
Carroll County, Georgia.

50. That certain tract or parcel of land known as the "Highpoint Road
Substation" containing 8.318 acres, more or less, in Land Lot 210 of the 2nd
District of Douglas County, Georgia, and Land Lot 209 of the 2nd District of
Carroll County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated July 27, 1987, recorded in Plat Book 15, Page 47, in the Office of the
Clerk of Superior Court of Douglas County, Georgia, and in Plat Book 32, Page
127, in the Office of the Clerk of Superior Court of Carroll County, Georgia,
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from W. R.
Willoughby, Jr., dated February 19, 1987, and recorded in Deed Book 549, Page
188, in the Office of the Clerk of Superior Court of Douglas County, Georgia,
and by Warranty Deed from Iva Marie Willoughby Stuart and Thomas D. Stuart,
dated September 2, 1987, and recorded in Deed Book 574, Page 315, in the Office
of the Clerk of Superior Court of Carroll County, Georgia.

51. That certain tract or parcel of land known as the "Jonesville Substation"
containing 4.42 acres, more or less, in Land Lot 117 of the 9th District of
Carroll County, Georgia, being more particularly shown on Plat of Survey made
by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 2,
1990, revised January 4, 1991, and being that certain tract

<PAGE>

conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Judgment of Court from Philip A. McIntyre, Larry
A. McIntyre, Barry J. McIntyre and Clarice McIntyre, dated June 17, 1991, and
recorded in Deed Book 703, Page 189, in the Office of the the Clerk of Superior
Court of Carroll County, Georgia.

52. That certain tract or parcel of land known as the "Moose Lodge
Substation" containing 4.66 acres, more or less, in Land Lot 182 of the 5th
District of Carroll County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated May 11, 1983, recorded in Plat Book 24, Page 125,
Carroll County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed and Quit Claim Deed from R. Griffin White (a/k/a
Griffin White) and A. M. Ingram, dated September 21, 1983, and recorded in Deed
Book 457, Pages 337-340, in the Office of the Clerk of Superior Court of
Carroll County, Georgia; and a Warranty Deed from Carrollton East, LTD., by
General Partner, P.P.G. Properties, dated August 25, 1983, and recorded in Deed
Book 457, Pages 341-343, in the Office of the Clerk of Superior Court of
Carroll County, Georgia.

53. That certain tract or parcel of land known as the "Mount Zion Substation"
containing 7.34 acres, more or less, in Land Lot 246 of the 10th District of
Carroll County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated December 12, 1986, recorded in Plat Book 30, Page 288, in the Office of
the Clerk of Superior Court of Carroll County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Mary Leslie
Earnest, dated February 19, 1987, and recorded in Deed Book 197, Page 723, in
the Office of the Clerk of Superior Court of Carroll County, Georgia.

54. That certain tract or parcel of land known as the "Mount Zion Substation"
containing 1.2550 acres, more or less, in Land Lot 246 of the 10th District of
Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 685, Page 489, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 685, Page 500, in the Office of the Clerk of Superior Court of
Carroll County, Georgia.

55. That certain tract or parcel of land known as the "North Carrollton
Substation" containing 2.36 acres, more or less, in Land Lot 161 of the 10th
District of Carroll County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 332, Page 678, in the
Office of the Clerk of Superior Court of Carroll County, Georgia.

56. That certain tract or parcel of land known as the "North Carrollton
Substation" containing 0.526 acres, more or less, in Land Lot 161 of the 10th
District of Carroll County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 9, 1991, recorded in Plat Book 41, Page 90,
Carroll County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Carroll Electric Membership Corporation,
dated October 16, 1991, and recorded in Deed Book 717, Page 53, in the Office
of the Clerk of Superior Court of Carroll County, Georgia.

57. That certain tract or parcel of land known as the "Oak Mountain
Substation" containing 2.242 acres of land, more or less, in Land Lot 228 of
the 5th District of Carroll County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 22, Page 168,

<PAGE>

Carroll County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Dorsey A. Duffey, dated October 6, 1981, and
recorded in Deed Book 426, Page 849, in the Office of the Clerk of Superior
Court of Carroll County, Georgia.

58. That certain tract or parcel of land known as the "Sand Hill Substation"
containing 2.60 acres, more or less, in Land Lot 111 of the 5th District of
Carroll County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 332, Page 678, in the Office
of the Clerk of Superior Court of Carroll County, Georgia.

59. That certain tract or parcel of land known as the "Tisinger Substation"
containing 9.393 acres, more or less, in Land Lot 93 of the 10th District of
Carroll County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated June 14, 1991, last revised March 26, 1992, Carroll County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Judgment of Court from
Mozelle Edmondson Stone, dated August 19, 1992, and recorded in Deed Book 749,
Page 685, in the Office of the Clerk of Superior Court of Carroll County,
Georgia.

60. That certain tract or parcel of land known as the "Tyus Substation"
containing 0.7637 acres, more or less, in Land Lots 198, 199, 218 and 219 of
the 11th District of Carroll County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Substation Easement from Carroll Electric
Membership Corporation, dated September 28, 1990, and recorded in Deed Book
685, Page 507, and by Quitclaim Deed from Georgia Power Corporation, dated
December 19, 1990, and recorded in Deed Book 685, Page 510, in the Office of
the Clerk of Superior Court of Carroll County, Georgia.

61. A 30% undivided interest in those certain tracts or parcels of land
containing, in the aggregate, 2,144.44 acres, more or less, in Land Lots 154,
153, 152, 151, 150, 149, 155, 156, 157, 158, 159, 160 and 161 of the 4th
District of Carroll County, Georgia, being more particularly shown and
delineated as Tract One, on Plat of Survey prepared by George M. Ingram,
Registered Land Surveyor No. 799, designated as "GEORGIA POWER COMPANY, LAND
DEPARTMENT, perimeter survey of Yellowdirt (Wansley) Plant Area, Carroll and
Heard Counties, Georgia, dated June 19th, 1972, revised December 9th, 1975,"
(known as Plant Wansley), said plat being recorded in Plat Book 16, Page 26, in
the Office of the Clerk of Superior Court of Carroll County, Georgia; and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
General Warranty Deed and Bill of Sale, dated April 9, 1976, from Georgia Power
Company and recorded in Deed Book 342, Page 382, Carroll County Records.

62. That certain tract or parcel of land known as the "St. George Substation"
containing 2.06 acres, more or less, in the 959th G.M.D. of Charlton County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book
D, Page 10, Charlton County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from George E. Bell, dated March 29, 1989, and
recorded in Deed Book 35, Pages 462-463, in the Office of the Clerk of Superior
Court of Charlton County, Georgia, and by Quit Claim Deed from Charlton County,
Georgia, dated July 6, 1989, and recorded in Deed Book 35, Pages 739-741, in
the Office of the Clerk of Superior Court of Charlton County, Georgia.

63. That certain tract or parcel of land known as the "Briarpatch Substation"
containing 0.534 acres, more or less, in Land Lot 143 of the 14th District, 2nd
Section of Cherokee County, Georgia, being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by

<PAGE>

Warranty Deed from Georgia Power Company, dated February 21, 1978, and recorded
in Deed Book 236, Page 827, in the Office of the Clerk of Superior Court of
Cherokee County, Georgia.

64. That certain tract or parcel of land known as the "Cherokee Water
Substation" containing 0.52 acres, more or less, in Land Lot 442 of the 3rd
District of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated August 9, 1985, last revised December 17, 1985,
recorded in Plat Book 28, Page 157, in the Office of the Clerk of Superior
Court of Cherokee County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Cherokee County Water And Sewer Authority,
dated January 7, 1986, and recorded in Deed Book 504, Page 27, in the Office of
the Clerk of Superior Court of Cherokee County, Georgia.

65. That certain tract or parcel of land known as the "Lake Arrowhead
Substation" containing 8.545 acres, more or less, in Land Lot 162 of the 22nd
District of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 37, Page 120, Cherokee County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Mary Jean Payne, Individually, as Executrix under the Last Will and
Testament of Noel Payne and as Executrix under the Last Will and Testament of
Estelle E. Payne, dated July 12, 1989, and recorded in Deed Book 803, Page 665,
in the Office of the Clerk of Superior Court of Cherokee County, Georgia; LESS
AND EXCEPT: Property conveyed by Right-of-Way Deed from Oglethorpe Power
Corporation to Department of Transportation, State of Georgia, dated December
8, 1989 and recorded in Deed Book 839, Page 289, in the Office of the Clerk of
Superior Court of Cherokee County, Georgia.

66. That certain tract or parcel of land known as the "New Light Church
Substation" containing 5.84 acres, more or less, in Land Lot 311 of the 15th
District of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated May 12, 1987, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Judgment from Richard B. Bradshaw, dated March 4, 1988, and
recorded in Deed Book 694, Page 320, in the Office of the Clerk of Superior
Court of Cherokee County, Georgia; LESS AND EXCEPT: 0.10 acres, more or less,
conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cherokee
County, Georgia, dated July 29, 1988, and recorded in Deed Book , Page , in
the Office of the Clerk of Superior Court of Cherokee County, Georgia.

67. That certain tract or parcel of land known as the "Ridge Road Substation"
containing 0.902 acres, more or less, in Land Lot 345 of the 15th District, 2nd
Section of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 26, 1991, last revised January 22, 1992,
recorded in Plat Book 41, Page 189, Cherokee County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from W. D. "Bud"
Childers as Executor of the Last Will and Testament of Annie Johnson Childers,
dated February 28, 1992, and recorded in Deed Book 1160, Page 16, in the Office
of the Clerk of Superior Court of Cherokee County, Georgia.

68. That certain tract or parcel of land known as the "West Oak Substation"
containing 5.192 acres, more or less, in Land Lot 1180 of the 21st District,
2nd Section of Cherokee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 27, 1988, recorded in Plat

<PAGE>

Book 36, Page 146, Cherokee County Records, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from H. Ray McPhail, dated January
11, 1989, and recorded in Deed Book 763, Folio 611, in the Office of the Clerk
of Superior Court of Cherokee County, Georgia.

69. That certain tract or parcel of land known as the "Woodstock Substation"
containing 15.414 acres, more or less, in Land Lot 1210 of the 15th District,
2nd Section, of Cherokee County, Georgia, 6.67 acres of said parcel being more
particularly shown and delineated on Plat of Survey made by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated July 17, 1985, recorded in
Plat Book 28, Page 19, Cherokee County Records, and 8.744 acres of said parcel
being more particularly shown on a Plat of Survey by Lamar B. Beach, Registered
Land Surveyor for Georgia Power Company, dated October, 1972, said tracts were
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Estate of W. T. Brooks, Evelyn
Elizabeth Brooks and Estate of William Pickens Brooks, Sr., dated August 26,
1985, and recorded in Deed Book 479, Pages 62-64, in the Office of the Clerk of
Superior Court of Cherokee County, Georgia, and by General Warranty Deed and
Bill of Sale from Georgia Power Company, dated May 11, 1988, and recorded in
Deed Book 710, Page 96, in the Office of the Clerk of Superior Court of
Cherokee County, Georgia.

70. That certain tract or parcel of land known as the "Hull Road Substation"
containing 5.57 acres, more or less, in the 219th G.M.D. of Clarke County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book
25, Page 395, Clarke County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Coggins Land Company, A Georgia
Corporation, dated September 19, 1989, and recorded in Deed Book 968, Page 329,
in the Office of the Clerk of Superior Court of Clarke County, Georgia.

71. That certain tract or parcel of land known as the "Lavendar Road
Substation" containing 2.81 acres, more or less, in the 1347th G.M.D. of Clarke
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January
11, 1988, recorded in Plat Book 24, Page 118, in the Office of the Clerk of
Superior Court of Clarke County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Mary Lester Taylor, dated
February 9, 1988, and recorded in Deed Book 814, Page 106, in the Office of the
Clerk of Superior Court of Clarke County, Georgia.

72. That certain tract or parcel of land known as the "Tallassee Hydro Dam"
containing 32.73 acres, more or less, in the 2418th and 1347th G.M.D. of Clarke
County, Georgia, and the 1747th G.M.D. of Jackson County, Georgia, being more
particularly shown and delineated on a Plat of Survey made by Roland McCann,
Georgia Registered Land Surveyor No. 1752, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Harold T. Barrett, Jr., dated
October 27, 1983, and recorded in Deed Book 441, Page 90, in the Office of the
Clerk of Superior Court of Clarke County, Georgia, and Deed Book 8-M, Page 65,
in the Office of the Clerk of Superior Court of Jackson County, Georgia.

73. That certain tract or parcel of land known as the "Woolsey Substation"
containing 5.737 acres, more or less, in Land Lots 47, 48 & 18 of the 5th
District of Clayton County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 18, 1988, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Crawford Bailey, dated August
10, 1988, and recorded in Deed Book 1491, Page 790 in the Office of the Clerk
of Superior Court of Clayton

<PAGE>

County, Georgia, and by Judgment from Helen W. Smith, dated September 26, 1988,
and recorded in Deed Book 1500, Folio 253, in the Office of the Clerk of
Superior Court of Clayton County, Georgia.

74. That certain tract or parcel of land known as the "Fargo Substation"
containing 0.2296 acres, more or less, in Land Lot 323 of the 13th District of
Clinch County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 4C, Page 1, and by Quitclaim Deed
from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed
Book 4C, Page 11, in the Office of the Clerk of Superior Court of Clinch
County, Georgia.

75. That certain tract or parcel of land known as the "West Homerville
Substation" containing 5.06 acres, more or less, in Land Lot 496, of the 7th
District of Clinch County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 20, 1990, recorded in Plat Book F, Page 177, in
the Office of the Clerk of Superior Court of Clinch County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Brockway Standard, Inc., dated December 12, 1990, and recorded in Deed Book 4C,
Page 30, in the Office of the Clerk of Superior Court of Clinch County,
Georgia.

76. That certain tract or parcel of land known as the "Brookstone Substation"
containing 7.420 acres, more or less, in Land Lot 195 of the 20th District of
Cobb County, Georgia, being more particularly shown and delineated on Plats of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 133, Page 86, and in Plat Book 133, Page 87, in the
Office of the Clerk of Superior Court of Cobb County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Leone Hall Johnson
Price f/k/a Leone Hall Johnson dated November 15, 1990, and recorded in Deed
Book 5933, Folio 429 in the Office of the Clerk of Superior Court of Cobb
County, Georgia.

77. That certain tract or parcel of land known as the "Cobb Place Substation"
containing 0.33 acres, more or less, in Land Lot 501 of the 16th District of
Cobb County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
November 20, 1985, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Georgia Power Company, dated June 6, 1986, and recorded in
Deed Book 4041, Page 26 in the Office of the Clerk of Superior Court of Cobb
County, Georgia.

78. That certain tract or parcel of land known as the "Due West Substation"
containing 7.71 acres, more or less, in Land Lot 296 of the 20th District of
Cobb County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
February 24, 1986, last revised May 28, 1986, recorded in Plat Book 110, Page
68, in the Office of the Clerk of Superior Court of Cobb County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from E. T.
Brown, as Executor of the Last Will and Testament of William Carl Brown, dated
September 5, 1986, and recorded in Deed Book 4129, Page 396 in the Office of
the Clerk of Superior Court of Cobb County, Georgia; SUBJECT TO: an Easement
for Ingress and Egress from Oglethorpe Power Corporation to Cobb County,
Georgia dated August 28, 1989 and recorded in Deed Book 5486, Page 366, in the
Office of the Clerk of Superior Court of Cobb County, Georgia; AND a Slope
Easement from Oglethorpe Power Corporation to Cobb County, Georgia, dated April
8, 1988, and recorded in Deed Book 4966, Page 402, in the Office of the Clerk
of Superior Court of Cobb County, Georgia.

<PAGE>

79. That certain tract or parcel of land known as the "Fair Oaks Substation"
containing 2.30 acres, more or less, in Land Lot 13 of the 17th District, 2nd
Section, Cobb County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 1623, Page 231, in
the Office of the Clerk of Superior Court of Cobb County, Georgia.

80. That certain tract or parcel of land known as the "Five Points
Substation" containing 3.597 acres, more or less, in Land Lot 898 of the 16th
District, 2nd Section of Cobb County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Deed Book 2222, Page 437, Cobb County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Wammock & Company, dated August 15, 1980, and recorded in Deed Book 2222,
Page 547, in the Office of the Clerk of Superior Court of Cobb County, Georgia;
LESS AND EXCEPT: 0.146 acres of land, more or less, in Land Lot 898 of the 16th
District, 2nd Section of Cobb County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Deed Book 2222, Page 437, Cobb County Records,
and being that certain tract conveyed from Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed to
Cobb County, Georgia, dated October 13, 1980, and recorded in Deed Book 2267,
Page 434, in the Office of the Clerk of Superior Court of Cobb County, Georgia.

81. That certain tract or parcel of land known as the "Flint Hill Substation"
containing 2.174 acres, more or less, in Land Lot 1137 of the 19th District of
Cobb County, Georgia, being more particularly shown on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 20, 1990,
recorded in Plat Book 5866, Page 380, Cobb County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from ECLA Loan Fund,
dated September 11, 1990, and recorded in Deed Book 5866, Page 378-379, in the
Office of the Clerk of Superior Court of Cobb County, Georgia.

82. That certain tract or parcel of land known as the "Fontaine Substation"
containing 2.015 acres, more or less, in Land Lots 184 and 185 of the 17th
District, 2nd Section of Cobb County, Georgia, and being more particularly
shown and delineated on Plat of Survey prepared by Ronnie L. Ray, Georgia
Registered Land Surveyor No. 1781, dated July 1, 1975, revised March 24, 1976,
recorded at Plat Book 66, Page 33, in the Office of the Clerk of Superior Court
of Cobb County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Douglas County Electric
Membership Corporation, dated July 16, 1976, and recorded in Deed Book 1702,
Page 726, in the Office of the Clerk of Superior Court of Cobb County, Georgia.

83. That certain tract or parcel of land known as the "Hawkins Store Road
Substation" containing 3.76 acres, more or less, in Land Lots 211 and 212 of
the 16th District of Cobb County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated August 3, 1987, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Sue W. Davis, dated September
15, 1987, and recorded in Deed Book 4645, Page 183, in the Office of the Clerk
of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: Property conveyed
by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County, Georgia,
dated November 28, 1989, and recorded in Deed Book 5585, Page 225, in the
Office of the Clerk of Superior Court of Cobb County, Georgia.

84. That certain tract or parcel of land known as the "Hicks Road
Substation", containing 6.40 acres, more or less, in Land Lots 24, 25, 48, and
49 of the 17th District, 2nd Section of Cobb

<PAGE>

County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated
January 29, 1993, recorded in Plat Book 149, Page 28, Cobb County Records and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Lucy
Glore Barnes, Individually and as Executrix of the Estate of J.F. Barnes, dated
March 9, 1994, and recorded in Deed Book 8112, Page 0490-0491, in the Office of
the Clerk of Superior Court of Cobb County, Georgia.

85. That certain tract or parcel of land known as the "Lassiter Substation"
containing 6.50 acres, more or less, in Land Lots 401 and 464 of the 16th
District of Cobb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by James E. Mallett, Jr., Surveyor, Georgia Registration
No. 1983, dated May 13, 1976, recorded in Plat Book 66, Page 170, in the Office
of the Clerk of Superior Court of Cobb County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Harriett F.
Reeves, dated November 16, 1976, and recorded in Deed Book 1733, Page 77, in
the Office of the Clerk of Superior Court of Cobb County, Georgia.

86. That certain tract or parcel of land known as the "Lithia Springs
Substation" containing 9.21 acres, more or less, in Land Lots 127 and 106 of
the 18th District, 2nd Section, Cobb County, Georgia, being more particularly
shown and delineated on Plat of Survey made by W.L. Bishop, Surveyor, dated
June, 1969, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book 1623, Page 231, in the Office of the
Clerk of Superior Court of Cobb County, Georgia.

87. That certain tract or parcel of land known as the "Lost Mountain
Substation" containing 4.9804 acres, more or less, in Land Lot 82 of the 19th
District of Cobb County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Cobb Electric Membership Corporation,
dated August 28, 1990, and recorded in Deed Book 5963, Page 1, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 5963, Page 4, in the Office of the Clerk of Superior Court of Cobb
County, Georgia.

88. That certain tract or parcel of land known as the "Macland Substation"
containing 9.665 acres, more or less, in Land Lots 685 and 722 of the 19th
District of Cobb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated May 12, 1988, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Co
rporation) by Warranty Deed from James E. Stokes and Willie H. Stokes, dated
May 19, 1988, and recorded in Deed Book 4945, Page 140, in the Office of the
Clerk of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: Property
conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County,
Georgia, dated May 15, 1980 and recorded in Deed Book 5874, Page 166, in the
Office of the Clerk of Superior Court of Cobb County, Georgia; AND Property
conveyed by Right-of-Way from Oglethorpe Power Corporation to Cobb County,
Georgia, dated May 15, 1980 and recorded in Deed Book 5874, Page 28, in the
Office of the Clerk of Superior Court of Cobb County, Georgia; ALSO LESS AND
EXCEPT: 0.329 acres, more or less, conveyed by Right-of-Way Deed from
Oglethorpe Power Corporation to Cobb County, Georgia dated June 12, 1992 and
recorded in Deed Book 6916, Page 534, in the Office of the Clerk of Superior
Court of Cobb County, Georgia.

89. That certain tract or parcel of land known as the "Maybreeze Substation"
containing 4.164 acres, more or less, in Land Lots 203 and 230 of the 16th
District of Cobb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated June 30, 1987, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmis-

<PAGE>

sion Corporation) by Warranty Deed from Steven B. Leebow, dated August 7, 1987,
and recorded in Deed Book 4596, Page 268, in the Office of the Clerk of
Superior Court of Cobb County, Georgia; SUBJECT TO: an Easement from Oglethorpe
Power Corporation to Georgia Power Company dated May 3, 1988, and recorded in
Deed Book 5027, Page 146, in the Office of the Clerk of Superior Court of Cobb
County, Georgia.

90. That certain tract or parcel of land known as the "Mountain Park
Substation" containing 4.59 acres, more or less, in Land Lot 38 of the 16th
District, 2nd Section of Cobb County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Parkwood Properties (Ltd. Partnership), dated November 19,
1980, and recorded in Deed Book 2278, Page 480, in the Office of the Clerk of
Superior Court of Cobb County, Georgia; LESS AND EXCEPT: 0.112 acres, more or
less, conveyed by Warranty Deed dated July 13, 1981, from Oglethorpe Power
Corporation to Cobb County, Georgia; AND .051 acres, more or less, conveyed by
Right-of-Way Deed dated March 16, 1992, from Oglethorpe Power Corporation to
Georgia Department of Transportation and recorded in Deed Book , Page , in
the Office of the Clerk of Superior Court of Cobb County, Georgia.

91. That certain tract or parcel of land known as the "McPherson Road
Substation" containing 7.416 acres, more or less, in Land Lots 54 and 100 of
the 1st District, 2nd Section of Cobb County, Georgia, being more particularly
shown and delineated on Plat of Survey made by Roland McCann, Georgia
Registered Land Surveyor No. 1752, dated April 20, 1984, recorded in Plat Book
95, Page 59, Cobb County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Eugene M. Clary, dated September 5, 1984,
and recorded in Deed Book 3274, Page 92, in the Office of the Clerk of Superior
Court of Cobb County, Georgia: LESS AND EXCEPT: 0.47 acres, more or less,
conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County,
Georgia, dated December 8, 1984, and recorded in Deed Book 3365, Page 516, in
the Office of the Clerk of Superior Court of Cobb County, Georgia; AND 0.05
acres, more or less, conveyed by Oglethorpe Power Corporation to Cobb County,
Georgia, dated December 10, 1984, and recorded in Deed Book 3365, Page 518, in
the Office of the Clerk of Superior Court of Cobb County, Georgia.

92. That certain tract or parcel of land known as the "North Marietta
Substation" containing 9.21 acres, more or less, in Land Lot 1143 of the 16th
District of Cobb County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 1623, Page 231, in
the Office of the Clerk of Superior Court of Cobb County, Georgia; SUBJECT TO:
Easement from Oglethorpe Power Corporation to Louie H. Simmons and Melba J.
Simmons dated March 28, 1991 and recorded in Deed Book 6124, Page 391, in the
Office of the Clerk of Superior Court of Cobb County, Georgia.

93. That certain tract or parcel of land known as the "North Marietta
Substation" containing 1.22 acres, more or less, in Land Lot 1143 of the 16th
District of Cobb County, Georgia and being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated September 9, 1991 recorded in Plat Book 136, Page 10
in Cobb County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from John H. Fitts, dated November 19, 1990, and
recorded in Deed Book 5935, Pages 160-161, and Warranty Deed from Homer Lee
Burge, dated November 19, 1990, and recorded in Deed Book 5935, Pages 162-163
and Warranty Deed from Eugene King and Dessie King, dated November 19, 1990,
and recorded in Deed Book 5935, Pages 167-168, and Warranty Deed from Louie H.
Simmons, dated December 19, 1990, and recorded in Deed Book 6013, Pages
0423-0424, and Warranty Deed from Hazel S. Saine, dated December 14, 1990, and
recorded in Deed Book 6013, Page 0425 in the Office of the Clerk of Superior
Court of Cobb County, Georgia.

<PAGE>

94. That certain tract or parcel of land known as the "Oakdale Substation"
containing 1.377 acres, more or less, in Land Lot 756 of the 17th District of
Cobb County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 11, 1985, last revised September 19, 1985, recorded in Plat Book 103,
Page 90, in the Office of the Clerk of Superior Court of Cobb County, Georgia,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Louise Gray Howard as Trustee Under Agreement (6-1-73) with James W.
Howard for the Benefit of James Walton Howard, Jr., Anne Gray Howard and John
Winston Howard, dated September 20, 1985, and recorded in Deed Book 3684, Page
109, in the Office of the Clerk of Superior Court of Cobb County, Georgia.

95. That certain tract or parcel of land known as the "Parkaire Substation"
in Land Lot 215 of the 1st District, 2nd Section of Cobb County, Georgia, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and
recorded in Deed Book 1623, Page 231, in the Office of the Clerk of Superior
Court of Cobb County, Georgia.

96. That certain tract or parcel of land known as the "Roberts Road
Substation" containing 0.23 acres, more or less, in Land Lots 172 and 173 of
the 20th District of Cobb County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 20, 1985, recorded in Deed Book 4041, Page
25, in the Office of the Clerk of Superior Court of Cobb County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Georgia
Power Company, dated June 6, 1986, and recorded in Deed Book 4041, Page 24, in
the Office of the Clerk of Superior Court of Cobb County, Georgia.

97. That certain tract or parcel of land known as the "South Acworth
Substation" containing 4.41 acres, more or less, in Land Lot 49 of the 20th
District of Cobb County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated October 31, 1986, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Henry J. Yee, David R. Clarke, Ngkam Tongi
and Jason Kwok Wai Chan, dated August 6, 1987, and recorded in Deed Book 4596,
Page 259, in the Office of the Clerk of Superior Court of Cobb County, Georgia,
and by Judgment from Warren L. Day and Jack Diemer, et al., dated November 28,
1987, and recorded in Deed Book 4724, Page 8, in the Office of the Clerk of
Superior Court of Cobb County, Georgia.

98. That certain tract or parcel of land known as the "Terrell Mill
Substation" containing 5.163 acres, more or less, in Land Lot 924 of the 17th
District, 2nd Section of Cobb County, Georgia, being more particularly shown
and delineated on Plat of Survey prepared by Harris J. Romero, Georgia
Registered Land Surveyor No. 1956, dated June 25, 1978, and recorded in Deed
Book 71, Page 101, in the Office of the Clerk of Superior Court of Cobb County,
Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from W. H. Hutcheson and Vernice
Hutcheson, dated August 9, 1978, and recorded in Deed Book 1916, Page 347, in
the Office of the Clerk of Superior Court of Cobb County, Georgia; LESS AND
EXCEPT: 1.17 acres, more or less, conveyed by Warranty Deed, dated June 13,
1984, from Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) to William Marcus Reed, II, recorded in Deed Book
3156, Pages 196-200, in the Office of the Clerk of Superior Court of Cobb
County, Georgia; AND LESS AND EXCEPT: 0.143 acre, more or less, conveyed by
Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County, Georgia
dated September 13, 1978, and recorded in Deed Book 1928, Page 592, in the
Office of the Clerk of Superior Court of Cobb County, Georgia.

28
<PAGE>

99. That certain tract or parcel of land known as the "Tritt Road Substation"
containing 6.354 acres, more or less, in Land Lots 599 and 626 of the 16th
District, 2nd section of Cobb County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 133, Page 98, in the Office of the
Clerk of Superior Court of Cobb County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by (1) Warranty Deed from Joan Penelope Strait dated
October 4, 1990, and recorded in Deed Book 5889, Folio 236, (2) Quitclaim Deed
from James R. Strait a/k/a James Randall Strait dated October 4, 1990, and
recorded in Deed Book 5889, Folio 242, (3) Quitclaim Deed from Helen M. Strait
dated September 4, 1990, and recorded in Deed Book 5889, Folio 240, and (4)
Quitclaim Deed from Brenda K. Barlow Strait dated October 4, 1990 and recorded
in Deed Book 5889, Folio 238, all having been recorded in the Office of the
Clerk of Superior Court of Cobb County, Georgia; LESS AND EXCEPT: Property
conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to Cobb County,
Georgia dated January 25, 1990, and recorded in Deed Book 5683, Page 28, in the
Office of the Clerk of Superior Court of Cobb County, Georgia; AND 0.716 acres,
more or less, conveyed by Quitclaim Deed from Oglethorpe Power Corporation to
Alicia Smith a/k/a William L. Smith dated October 2, 1992 and recorded in Deed
Book 6946, Page 324, in the Office of the Clerk of Superior Court of Cobb
County, Georgia; AND SUBJECT TO: an Easement from Oglethorpe Power Corporation
to Cobb Electric Membership Corporation dated October 5, 1990 and recorded in
Deed Book 5918, Page 52, in the Office of the Clerk of Superior Court of Cobb
County, Georgia.

100. That certain tract or parcel of land known as the "West Marietta
Substation" containing 30.752 acres, more or less, in Land Lot 625 of the 19th
District, 2nd Section of Cobb County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company dated August 11, 1975, and recorded in Deed Book 1623,
Page 231, in the Office of the Clerk of Superior Court of Cobb County, Georgia;
SUBJECT TO: a Sewer Line Easement from Oglethorpe Power Corporation to Cobb
County, Georgia, dated March 18, 1986, and recorded in Deed Book 3927, Page 10,
in the Office of the Clerk of Superior Court o Cobb County, Georgia.

101. That certain tract or parcel of land known as the "Baker Highway
Substation" containing 1.882 acres, more or less, in Land Lot 103 of the 6th
District of Coffee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by George M. Ingram, Georgia Registered Land
Surveyor No. 799, dated July 26, 1972, recorded in Plat Book 7, Page 159,
Coffee County Records, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book RE-75, Page 1362, in the
Office of the Clerk of Superior Court of Coffee County, Georgia.

102. That certain tract or parcel of land known as the "Bushnell Substation"
containing 2.60 acres, more or less, in Land Lot 88 of the 6th District of
Coffee County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
March 15, 1984, recorded in Plat Book 35, Page 60, Coffee County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by two Warranty Deeds from
Rexford Batten, the first dated April 17, 1984, and recorded in Real Estate
Book 84, Page 1091, in the Office of the Clerk of Superior Court of Coffee
County, Georgia, and the second dated July 17, 1984, and recorded in Real
Estate Book 84, Page 1947, in the Office of the Clerk of Superior Court of
Coffee County, Georgia; LESS AND EXCEPT: 0.10 acres, more or less, conveyed by
Oglethorpe Power Corporation to Coffee County, Georgia, by Rural Post Roads
Right-of-Way Deed, dated November 15, 1988, and recorded in Deed Book 300, Page
248, in the Office of the Clerk of Superior Court of Coffee County, Georgia.

<PAGE>

103. That certain tract or parcel of land known as the "Douglas Substation"
in Land Lot 145 of the 6th District of Coffee County, Georgia, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Georgia Power Company, dated August 13, 1975, and recorded
in Reel 75, Page 1365, in the Office of the Clerk of Superior Court of Coffee
County, Georgia.

104. That certain tract or parcel of land known as the "Oak Park Substation"
containing 1.14 acres, more or less, in Land Lot 236 of the 6th District of
Coffee County, Georgia, being more particularly shown as Tract Two of survey
made by George M. Ingram, Georgia Registered Land Surveyor No. 799, dated
November 23, 1973, recorded in Plat Book 8, Page 107, Coffee County Records,
and being that certain tract conveyed to Oglethorpe Electric Membership Co
rporation by Warranty Deed from Georgia Power Company dated August 11, 1975,
and recorded in Deed Book RE-75, Page 1362, in the Office of the Clerk of
Superior Court of Coffee County, Georgia.

105. That certain tract or parcel of land known as the "Wilsonville
Substation" containing 8.60 acres, more or less, in Land Lot 445 of the 6th
District of Coffee County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated September 3, 1987, recorded in Plat Book 46, Page 13,
in the Office of the Clerk of Superior Court of Coffee County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from James
L. Carter, dated October 21, 1987, and recorded in Deed Book 271, Page 23, in
the Office of the Clerk of Superior Court of Coffee County, Georgia.

106. That certain tract or parcel of land known as the "Berlin Substation"
containing 0.456 acres, more or less, in Land Lot 487 of the 9th District of
Colquitt County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by Georgia Power Company, Land Department, recorded in Plat
Book 3, Page 148, in the Office of the Clerk of Superior Court of Colquitt
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Quitclaim Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 445, Page 343, in the Office of the Clerk of Superior
Court of Colquitt County, Georgia.

107. That certain tract or parcel of land known as the "Cool Springs
Substation" containing 0.9413 acres, more or less, in Land Lots 109 and 122 of
the 9th District of Colquitt County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Georgia Power Company, dated January
25, 1978, recorded in Plat Book 10, Page 124, in the Office of the Clerk of
Superior Court of Colquitt County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Limited Warranty Deed from Georgia Power Company,
dated December 19, 1990, and recorded in Deed Book 445, Page 308, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 445, Page 319, in the Office of the Clerk of Superior
Court of Colquitt County, Georgia.

108. That certain tract or parcel of land known as the "Doerun Substation"
containing 3.50 acres, more or less, in Land Lot 41 of the 8th District of
Colquitt County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated March 14, 1988, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Judgment from James C. Williams and Charles Everett, dated August 1, 1988, and
recorded in Deed Book 418, Page 521, in the Office of the Clerk of Superior
Court of Colquitt County, Georgia.

<PAGE>

109. That certain tract or parcel of land known as the "Rose Hill Substation"
containing 0.954 acres, more or less, in Land Lot 319 of the 8th District of
Colquitt County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by W. L. Bishop, Surveyor, dated April, 1966, recorded in
Plat Book 4, Page 283, in the Office of the Clerk of Superior Court of Colquitt
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 445, Page 326, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 445, Page 336,
in the Office of the Clerk of Superior Court of Colquitt County, Georgia.

110. That certain tract or parcel of land known as the "Sunset Substation"
containing 4.541 acres, more or less, in Land Lot 383 of the 8th District of
Colquitt County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated March 26, 1980, and recorded in Plat Book 13, Page 134, in the Office of
the Clerk of Superior Court, Colquitt County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from C. O. Smith, Jr.
Farms, A Limited Partnership, dated April 22, 1980, and recorded in Deed Book
344, Page 401, in the Office of the Clerk of Superior Court, Colquitt County,
Georgia.

111. That certain tract or parcel of land known as the "Tallokus Substation"
containing 0.7504 acres, more or less, in Land Lot 432 of the 8th District of
Colquitt County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 445, Page 290, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 445, Page 301, in the Office of the Clerk of Superior Court of
Colquitt County, Georgia.

112. That certain tract or parcel of land known as the "Berzelia Substation"
containing 4.33 acres, more or less, in the 125th G.M.D. of Columbia County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 17,
1988, recorded in Plat Book B, Slide 29 #3, Columbia County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Ronnie
N. Horseman, dated January 4, 1989, and recorded in Deed Book 724, Folio 151,
in the Office of the Clerk of Superior Court of Columbia County, Georgia.

113. That certain tract or parcel of land known as the "Deere Substation"
containing 0.16 acres, more or less, in the 126th and 1285th G.M.D. of Columbia
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
November 12, 1990, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Easement for Pole Mounted Substation from John Deere Commercial Products, Inc.,
dated March 13, 1991, and recorded in Deed Book 931, Page 269, in the Office of
the Clerk of Superior Court of Columbia County, Georgia.

114. That certain tract or parcel of land known as the "Cecil Substation"
containing 1.3422 acres, more or less, in Land Lot 458 of the 9th District of
Cook County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 208, Page 349, by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 208, Page 359,
in the Office of the Clerk of Superior Court of Cook County, Georgia and by
Quitclaim Deed from Cook

<PAGE>

County, Georgia, dated July 2, 1991 and recorded in Deed Book 213, Page 332, in
the Office of the Clerk of Superior Court of Cook County, Georgia.

115. That certain tract or parcel of land known as the "Cecil Substation"
containing 0.27 acres, more or less, in Land Lot 458 of the 9th District of
Cook County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 18, 1991, last revised February 5, 1992, recorded in Plat Book 47,
Page 7, Cook County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from William Davis Fulp, dated February 28, 1992,
and recorded in Deed Book 221, Page 336, in the Office of the Clerk of Superior
Court of Cook County, Georgia.

116. That certain tract or parcel of land known as the "Mountain Creek
Substation" containing 4.103 acres, more or less, in Land Lot 36 of the 5th
District of Coweta County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 27, Page 93, Coweta County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Lindsey H. Barron, dated May 12, 1980, and recorded in Deed Book 316,
Pages 719-720, in the Office of the Clerk of Superior Court of Coweta County,
Georgia.

117. That certain tract or parcel of land known as the "North Coweta
Substation" containing 2.93 acres, more or less, in Land Lot 98 of the 7th
District of Coweta County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 12, 1982, and being that certain tract
transferred to Oglethorpe Power Corporation (An Electric Membership Generation
& Transmission Corporation) by Final Judgment in Civil Action, File No. 12645,
the Condemnation Proceeding Order of said Civil Action being dated November 2,
1982, and recorded in Deed Book 343, Pages 455-458, in the Office of the Clerk
of Superior Court of Coweta County, Georgia.

118. That certain tract or parcel of land known as the "Senoia Substation"
containing 2.79 acres, more or less, in Land Lot 286 of the 1st District of
Coweta County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 257, Page 32, in the Office of
the Clerk of Superior Court of Coweta County, Georgia.

119. That certain tract or parcel of land known as the "Sharpsburg
Substation" containing 10.0 acres, more or less, in the Land Lot 122 of the 1st
District of Coweta County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Georgia Registered Land
Surveyor No. 2178, dated May 26, 1992, recorded in Plat Book 54, Page 239,
Coweta County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Leslie M. Alden a/k/a Leslie Alden, dated
January 12, 1993, and recorded in Deed Book 729, Pages 500-501, in the Office
of the Clerk of Superior Court of Coweta County, Georgia.

120. That certain tract or parcel of land known as the "Dawsonville
Substation" containing 1.6463 acres, more or less, in Land Lot 254 of the 13th
District of Dawson County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Sawnee Electric Membership
Corporation, dated September 20, 1990, and recorded in Deed Book 138, Page 241,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 138, Page 244, in the Office of the Clerk of Superior
Court of Dawson County, Georgia.

<PAGE>

121. That certain tract or parcel of land known as the "Juno Substation"
containing 4.508 acres, more or less, in Land Lot 1171 of Dawson County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated March 24,
1989, recorded in Plat Book 24, Page 159, Dawson County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Winston H. Harben,
dated April 13, 1989, and recorded in Deed Book 119, Folio 516, in the Office
of the Clerk of Superior Court of Dawson County, Georgia, and by Quitclaim Deed
from Winston H. Harben, dated May 10, 1989, and recorded in Deed Book 120,
Folio 229, in the Office of the Clerk of Superior Court of Dawson County,
Georgia.

122. That certain tract or parcel of land known as the "Attapulgus
Substation" containing 2.98 acres, more or less, in Land Lots 184 and 185 of
the 20th District of Decatur County, Georgia, and being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated January 28, 1992, recorded in Cabinet B, Slide 92-1,
Decatur County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from H. A. Laird and Jean F. Laird, dated June 15,
1992, and recorded in Deed Book F-17, Pages 133-134, in the Office of the Clerk
of Superior Court of Decatur County, Georgia.

123. That certain tract or parcel of land known as the "Attapulgus
Substation" containing 1.0127 acres, more or less, in Land Lots 184 and 185 of
the 20th District of Decatur County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Substation Easement from Grady County Electric
Membership Corporation, dated September 5, 1990, and recorded in Deed Book
L-16, Page 511, and by Quitclaim Deed from Georgia Power Corporation, dated
December 19, 1990, and recorded in Deed Book L-16, Page 514, in the Office of
the Clerk of Superior Court of Decatur County, Georgia.

124. That certain tract or parcel of land known as the "Pine Hill Substation"
containing 2.73 acres, more or less, in Land Lot 452 of the 15th District of
Decatur County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated October 15, 1986, recorded in Plat Book D, Page 76, in the Office of the
Clerk of Superior Court of Decatur County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Owen Aultman,
dated November 21, 1986, and recorded in Deed Book N14, Page 311, in the Office
of the Clerk of Superior Court of Decatur County, Georgia; and by Warranty Deed
from Decatur County, Georgia, dated November 21, 1986, and recorded in Deed
Book N14, Page 313, in the Office of the Clerk of Superior Court of Decatur
County, Georgia.

125. That certain tract or parcel of land known as the "Recovery Substation"
containing 0.90 acres, more or less, in Land Lot 352 of the 21st District of
Decatur County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book D, Page 151, Decatur County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Myrtle B.
Johnson, dated October 10, 1989, and recorded in Deed Book W-15, Page 743, in
the Office of the Clerk of Superior Court of Decatur County, Georgia.

126. That certain tract or parcel of land known as the "Recovery Substation"
containing 1.3742 acres, more or less, in Land Lot 352 of the 21st District of
Decatur County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Grady County Electric

<PAGE>

Membership Corporation, dated September 5, 1990, and recorded in Deed Book
L-16, Page 521, and by Quitclaim Deed from Georgia Power Corporation, dated
December 19, 1990, and recorded in Deed Book L-16, Page 524, in the Office of
the Clerk of Superior Court of Decatur County, Georgia.

127. That certain tract or parcel of land known as the "Mimosa Substation"
containing 9.28 acres, more or less, in Land Lot 4 of the 15th District of
DeKalb County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
January 12, 1988, recorded in Plat Book 86, Page 63, in the Office of the Clerk
of Superior Court of DeKalb County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Mrs. Neva D. Warren, dated
January 27, 1988, and recorded in Deed Book 6081, Page 642, in the Office of
the Clerk of Superior Court of DeKalb County, Georgia; LESS AND EXCEPT:
Property conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to
DeKalb County, Georgia, recorded in Deed Book 6119, Page 344, in the Clerk of
Superior Court of DeKalb County, Georgia.

128. That certain tract or parcel of land known as the "OPC New Corporate
Headquarters Facility" containing 20.76 acres, more or less, in Land Lots 188
and 189 of the 18th District of DeKalb County, Georgia, being more particularly
shown and delineated on Plat of Survey made by George T. White, Georgia
Registered Land Surveyor No. 1929, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Limited Warranty Deed from Southern Realty
Equities, Inc., dated July 15, 1981, and recorded in Deed Book 4503, Pages
114-115, in the Office of the Clerk of Superior Court of DeKalb County,
Georgia.

129. That certain tract or parcel of land known as the "Dodge Substation"
containing 5.11 acres, more or less, in Land Lot 17 of the 15th District of
Dodge County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
April 11, 1986, revised April 25, 1986, recorded in Plat Book 20, Page 223, in
the Office of the Clerk of Superior Court of Dodge County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Executor's Deed from John
S. Candler, II, Executor, dated May 9, 1986, and recorded in Deed Book 190,
Page 92, in the Office of the Clerk of Superior Court of Dodge County, Georgia.

130. That certain tract or parcel of land known as the "Eastman Substation"
containing 4.749 acres, more or less, in Land Lot 279 of the 16th District of
Dodge County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 140, Page 656, in the Office
of the Clerk of Superior Court of Dodge County, Georgia.

131. That certain tract or parcel of land known as the "Milan Substation"
containing 0.79 acres, more or less, and being in Land Lot 67 of the 14th
District of Dodge County, Georgia, being more particularly shown and delineated
on a topographic map of said property entitled "Ocmulgee EMC No. 3 44/12 kV
Substation" prepared by the Georgia Power Company Engineering Department, dated
November 14, 1955, and being that certain tract conveyed by a General Warranty
Deed and Bill of Sale made by Georgia Power Company to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation),
dated April 4, 1980, and recorded in Deed Book 163, Page 589, in the Office of
the Clerk of Superior Court of Dodge County, Georgia.

132. That certain tract or parcel of land known as the "Plainfield
Substation" containing 2.065 acres, more or less, in Land Lot 133 of the 16th
District of Dodge County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Carey E. Treadwell, Georgia

<PAGE>

Registered Land Surveyor No. 1538, dated May 19, 1973, recorded in Plat Book
11, Page 290, Dodge County Records, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 140, Page 656, in the
Office of the Clerk of Superior Court of Dodge County, Georgia.

133. That certain tract or parcel of land known as the "Roddy Substation"
containing 1.065 acres, more or less, in Land Lot 254 of the 19th District of
Dodge County, Georgia, being more particularly shown and delineated and
described as "Ga. Power Co." on Plat of Survey prepared by W. L. Bishop,
Surveyor, dated April, 1966, recorded in Plat Book 7, Page 68, in the Office of
the Clerk of Superior Court of Dodge County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Limited Warranty Deed from Georgia
Power Company, dated December 19, 1990, and recorded in Deed Book 217, Page
265, and by Quitclaim Deed from Georgia Power Corporation, dated December 19,
1990, and recorded in Deed Book 217, Page 275, in the Office of the Clerk of
Superior Court of Dodge County, Georgia.

134. That certain tract or parcel of land known as the "Bratcher Creek
Substation" containing 1.967 acres, more or less, in Land Lot 224 of the 3rd
District of Dooly County, Georgia, being more particularly shown and delineated
on Plat of Survey made by James R. Littlefield, Surveyor, Georgia Registration
No. 1304, dated September 19, 1975, recorded at Plat Book 4, Page 204, Dooly
County Land Records, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from T. J. Watson and Lillie
D. Watson, dated December 1, 1975, and recorded in Deed Book 120, Page 299, in
the Office of the Clerk of Superior Court of Dooly County, Georgia.

135. That certain tract or parcel of land known as the "Peavey Substation"
containing 5.03 acres, more or less, in Land Lot 50 of the 3rd District of
Dooly County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
April 27, 1990, recorded in Plat Book 8, Page 213, Dooly County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Jack
Brannen Farms, Inc., dated July 25, 1990, and recorded in Deed Book 178, Page
862, in the Office of the Clerk of Superior Court of Dooly County, Georgia, and
by Quitclaim Deed from Jack Brannen Farms, Inc., dated July 25, 1990, and
recorded in Deed Book 178, Page 863, in the Office of the Clerk of Superior
Court of Dooly County, Georgia.

136. That certain tract or parcel of land known as the "Gillionville Road
Substation" containing 3.391 acres, more or less, in Land Lot 87 of the 2nd
District of Dougherty County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated January 29, 1979, and recorded in Deed Book 636, Page
150, in the Office of the Clerk of Superior Court of Dougherty County, Georgia,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from T. J. McDowell, dated June 6, 1979, and recorded in Deed Book 636, Page
148, in the Office of the Clerk of Superior Court of Dougherty County, Georgia.

137. That certain tract or parcel of land known as the "Hardup Substation"
containing 0.15 acres, more or less, being part of Lot 9 of the Acker-Headrick
Subdivision in Dougherty County, Georgia, as shown and delineated on Plat of
Survey recorded in Plat Book 2, Page 140, Dougherty County Records, and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Mitchell Electric Membership Corporation, dated August 14,
1975, and recorded in Deed Book 553, Page 566, in the Office of the Clerk of
Superior Court of Dougherty County, Georgia.

<PAGE>

138. That certain tract or parcel of land known as the "Pecan City
Substation" containing 6.56 acres, more or less, in Land Lots 93 and 94 of the
1st District of Dougherty County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated August 9, 1985, last revised November 11, 1985, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deeds from Mrs.
Frances Wellman, dated October 15, 1985, and recorded in Deed Book 781, Page
289 in the Office of the Clerk of Superior Court of Dougherty County, Georgia,
and from Lobarton Investments, Inc., dated January 16, 1986, and recorded in
Deed Book 779, Pages 217-219 in the Office of the Clerk of Superior Court of
Dougherty County, Georgia.

139. That certain tract or parcel of land known as the "Bankhead Park
Substation" containing 5.53 acres, more or less, in Land Lot 542 of the 18th
District, 2nd Section of Douglas County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 21, 1984, recorded in Plat Book 13, Page 121,
Douglas County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Quitclaim Deed from Rebecca Jane Riley, Carolyn Elizabeth
Garrett and Dorothy Gail Watson, dated July 30, 1984, and recorded in Deed Book
450, Pages 528-529, in the Office of the Clerk of Superior Court of Douglas
County, Georgia.

140. That certain tract or parcel of land known as the "Cedar Mountain
Substation" containing 12.10 acres, more or less, in Land Lot 222 of the 2nd
District of Douglas County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated December 9, 1982, recorded in Plat Book 12, Page 191,
Douglas County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Corporation)
by Warranty Deed from Mrs. Evie L. Wellham, dated March 3, 1983, and recorded
in Deed Book 412, Pages 141-142, in the Office of the Clerk of Superior Court
of Douglas County, Georgia.

141. That certain tract or parcel of land known as the "Central Church Road
Substation" containing 3.83 acres, more or less, in Land Lot 97 of the 2nd
District, 5th Section of Douglas County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed dated
August 11, 1975, and recorded in Deed Book 278, Page 386, in the Office of the
Clerk of Superior Court of Douglas County, Georgia.

142. That certain tract or parcel of land known as the "Douglasville
Substation" in Land Lots 541 and 542 of the 18th District of Douglas County,
Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book 278, Page 386, in the Office of the
Clerk of Superior Court of Douglas County, Georgia; LESS AND EXCEPT: 3.65
acres, more or less, conveyed to Douglas County Electric Membership Corporation
dated October 8, 1986, and recorded in Deed Book 572, Page 332, in the Office
of the Clerk of Superior Court of Douglas County, Georgia.

143. That certain tract or parcel of land known as the "Fairplay Substation"
containing 0.925 acres, more or less, in Land Lot 115 of the 3rd District of
Douglas County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 704, Page 535, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 704, Page 545, in the Office of the Clerk of Superior Court of
Douglas County, Georgia; TOGETHER WITH: a Slope Easement from Marissa Ann
Kaufman and Charles P. Kaufman, dated February 26, 1991, and recorded in Deed
Book 710, Page 795, a Slope Easement from Brian D. Albertson, dated February
19, 1991, and recorded in Deed Book 711, Page 643, and a

<PAGE>

Slope Easement from Vicki Lynn Kato and Terry L. Kato, dated February 25, 1991,
and recorded in Deed Book 710, Page 797, in the Office of the Clerk of Superior
Court of Douglas County, Georgia.

144. That certain tract or parcel of land known as the "Groover Lake
Substation" containing 7.15 acres, more or less, in Land Lot 670 of the 18th
District of Douglas County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated January 28, 1988, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Guy A. Sears, Sr., dated June
22, 1988, and recorded in Deed Book 608, Page 652, in the Office of the Clerk
of Superior Court of Douglas County, Georgia.

145. That certain tract or parcel of land known as the "Highpoint Road
Substation" containing 8.318 acres, more or less, in Land Lot 210 of the 2nd
District of Douglas County, Georgia, and Land Lot 209 of the 2nd District of
Carroll County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated July 27, 1987, recorded in Plat Book 15, Page 47, in the Office of the
Clerk of Superior Court of Douglas County, Georgia, and in Plat Book 32, Page
127, in the Office of the Clerk of Superior Court of Carroll County, Georgia,
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from W. R.
Willoughby, Jr., dated February 19, 1987, and recorded in Deed Book 549, Page
188, in the Office of the Clerk of Superior Court of Douglas County, Georgia,
and by Warranty Deed from Iva Marie Willoughby Stuart and Thomas D. Stuart,
dated September 2, 1987, and recorded in Deed Book 574, Page 315, in the Office
of the Clerk of Superior Court of Carroll County, Georgia; SUBJECT TO: Easement
from Oglethorpe Power Corporation to Southern Bell Telephone and Telegraph
Company, dated May 5, 1990, recorded in Deed Book 682, Page 758, in the Office
of the Clerk of Superior Court of Douglas County, Georgia.

146. That certain tract or parcel of land known as the "Mason Creek
Substation" containing 5.89 acres, more or less, in Land Lot 102 of the 2nd
District, 5th Section of Douglas County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from John O. Warren, dated November 21, 1988, and recorded in
Deed Book 627, Page 293, in the Office of the Clerk of Superior Court of
Douglas County, Georgia.

147. That certain tract or parcel of land known as the "Mount Carmel
Substation" containing 7.49 acres, more or less, in Land Lot 1010 of the 18th
District, 2nd Section of Douglas County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 22, 1988, recorded in Plat Book 16, Page 288,
Douglas County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Paul H. Robinson, Jr., dated December 29,
1988, and recorded in Deed Book 629, Page 528, in the Office of the Clerk of
Superior Court of Douglas County, Georgia.

148. That certain tract or parcel of land known as the "North Damascus
Substation" containing 0.58 acres, more or less, in Land Lot 252, of the 6th
District of Early County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated March 7, 1991, recorded in Plat Book 170, Page 164, in the Office
of the Clerk of Superior Court of Early County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Freda Daniel
McArthur, dated April 4, 1991, and recorded in Deed Book 178, Page 318, in the
Office of the Clerk of Superior Court of Early County, Georgia.

<PAGE>

149. That certain tract or parcel of land known as the "Sawhatchee
Substation" containing 0.6258 acres, more or less, in Land Lot 344 of the 28th
District of Early County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 177, Page 355, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 177, Page 365, in the Office of the Clerk of Superior Court of Early
County, Georgia.

150. That certain tract or parcel of land known as the "Wright's Chapel
Substation" containing 5.45 acres, more or less, in Land Lot 133 of the 16th
District of Echols County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Georgia Registered Land
Surveyor No. 2178, dated April 23, 1993, recorded in PC 1, Slide 60, Page 3,
Echols County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Patricia J. Strickland and Sherrel Lavon
Strickland, dated June 22, 1993, and recorded in Deed Book 35, Page 309, in the
Office of the Clerk of Superior Court of Echols County, Georgia.

151. That certain tract or parcel of land known as the "Egypt Substation"
containing 6.744 acres, more or less, being Tract "A" and Tract "B," in the
12th G.M.D. of Effingham County, Georgia, and being more particularly shown and
delineated on Plat of Survey made by James E. Mallett, Jr., Surveyor, dated
August 17, 1976, and recorded in Plat Book 10, Page 16, Effingham County
Records, and being those certain tracts conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deeds from Edwin J. Wheeler, Jr., dated
September 15, 1976, and recorded in Deed Book 176, Page 320; and also being a
portion of that certain tract retained by Oglethorpe Electric Membership
Corporation in a Warranty Deed from Mrs. Electra M. Hurst a/k/a Mrs. E. M.
Hurst, dated June 4, 1976, and recorded in Deed Book 175, Page 421, in the
Office of the Clerk of Superior Court of Effingham County, Georgia; LESS AND
EXCEPT: 5.310 acres, more or less, conveyed by Warranty Deed from Oglethorpe
Electric Membership Corporation to Edwin J. Wheeler, dated August 27, 1976, and
recorded in Deed Book 176, Page 318, in the Office of the Clerk of Superior
Court of Effingham County, Georgia.

152. That certain tract or parcel of land known as the "Dewey Rose
Substation" containing 0.2291 acres, more or less, in the 197th G.M.D. of
Elbert County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Co
rporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 179, Page 548, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 179, Page 558, in the Office of the Clerk of Superior Court of Elbert
County, Georgia.

153. That certain tract or parcel of land known as the "Elberton Substation"
containing 3.8413 acres, more or less, in the 496th G.M.D. of Elbert County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed (0.0413 acres) from Georgia Power Company, dated December 19,
1990, and recorded in Deed Book 179, Page 565, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
179, Page 576, in the Office of the Clerk of Superior Court of Elbert County,
Georgia, and by Easement Agreement (3.8 acres) from Georgia Power Company,
dated December 3, 1992, and recorded in Deed Book 195, Page 662-667, in the
Office of the Clerk of Superior Court of Elbert County, Georgia.

154. That certain tract or parcel of land known as the "Twin Lakes
Substation" containing 0.5447 acres, more or less, in Land Lot 34 of the 190th
G.M.D. of Elbert County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 179, Page 531, and by Quitclaim

<PAGE>

Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 179, Page 541, in the Office of the Clerk of Superior Court of Elbert
County, Georgia.

155. That certain tract or parcel of land known as the "ECI Substation"
containing 1.70 acres, more or less, in the 1560th G.M.D. of Emanuel County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated January
24, 1994, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation Ea
sement from Excelsior Electric Membership Corporation, dated February 17, 1994,
and recorded in Deed Book 58, Pages 603-605, in the Office of the Clerk of
Superior Court of Emanuel County, Georgia.

156. That certain tract or parcel of land known as the "Nunez Substation"
containing 3.251 acres, more or less, of the 53rd G.M.D. of Emanuel County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book
12, Page 28, Emanuel County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Emanuel County Development Authority, dated
December 16, 1981, and recorded in Deed Book H.U., Pages 802-803, in the Office
of the Clerk of Superior Court of Emanuel County, Georgia.

157. That certain tract or parcel of land known as the "Northeast Emanuel
Substation" containing 4.469 acres, more or less, in the 57th G.M.D. of Emanuel
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October
21, 1991, last revised April 27, 1992, recorded in Plat Book 16, Page 7,
Emanuel County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Richard M. McNeely, dated June 11, 1992, and
recorded in Deed Book 40, Pages 511-512, in the Office of the Clerk of Superior
Court of Emanuel County, Georgia.

158. That certain tract or parcel of land known as the "Swainsboro
Substation" containing 0.1146 acres, more or less, in the 53rd G.M.D. of
Emanuel County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 26, Page 377, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 26, Page 387, in the Office of the Clerk of Superior Court of Emanuel
County, Georgia.

159. That certain tract or parcel of land known as the "Wadley Substation"
containing 0.1039 acres, more or less, in the 1208th G.M.D. of Emanuel County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation
Easement from Jefferson Electric Membership Corporation, dated August 29, 1990,
and recorded in Deed Book 26, Page 394, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 26, Page
397, in the Office of the Clerk of Superior Court of Emanuel County, Georgia.

160. That certain tract or parcel of land known as the "Bernhard Road
Substation" containing 3.44 acres, more or less, in Land Lot 224 of the 4th
District of Fayette County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 1, 1983, recorded in Plat Book 14, Page 131,
Fayette County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Evie Price Robinson, James E. Price, Prince
O. Price, Mary G. Blackburn and Senior Price, dated January 19, 1984, and
recorded in Deed Book 298, Pages 642-644, in the Office of the Clerk of
Superior Court of Fayette County, Georgia.

<PAGE>

161. That certain tract or parcel of land known as the "Brook Substation"
containing 4.793 acres, more or less, in Land Lot 123 of the 4th District,
1293rd G.M.D. of Fayette County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered
Land Surveyor No. 1956, dated November 2, 1977, recorded in Plat Book 10, Page
133, of the Office of the Clerk of Superior Court of Fayette County, Georgia,
and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Allen G. Putnam, dated May 5, 1978, and
recorded in Deed Book 180, Page 47, in the Office of the Clerk of Superior
Court of Fayette County, Georgia.

162. That certain tract or parcel of land known as the "Ebenezer Road
Substation", containing 36.66 acres, more or less, in Land Lot 24 of the 6th
District of Fayette County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated February 28, 1994, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Limited Warranty Deed from The Equitable Life
Assurance Society of the United States, A New York Corporation, dated April 15,
1994, and recorded in Deed Book 916, Page 518, in the Office of the Clerk of
Superior Court of Fayette County, Georgia.

163. That certain tract or parcel of land known as the "Highway 54
Substation" containing 6.51 acres, more or less, in Land Lot 25 of the 7th
District of Fayette County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated May 20, 1988, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Judgment of Court from John Addison Lester,
Jr., et al. dated December 12, 1988, and recorded in Deed Book 532, Page 769,
in the Office of the Clerk of Superior Court of Fayette County, Georgia; LESS
AND EXCEPT: 0.17 acres, more or less, conveyed by Right-of-Way Deed from
Oglethorpe Power Corporation to Georgia Department of Transportation, dated
July 31, 1990 and recorded in Deed Book 616, Page 744, in the Office of the
Clerk of Superior Court of Fayette County, Georgia; AND SUBJECT TO: Driveway
Easement from Oglethorpe Power Corporation to Orthopaedics South, P.C., dated
April 30, 1993, recorded in Deed Book 836, Page 539, in the Office of the Clerk
of Superior Court of Fayette County, Georgia.

164. That certain tract or parcel of land known as the "New Hope Substation"
containing 7.514 acres, more or less, in Land Lot 188 of the 5th District of
Fayette County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No.
1956, recorded in Plat Book 10, Page 64, of the Office of the Clerk of Superior
Court of Fayette County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Eva Jackson
Dixon, dated October 14, 1977, and recorded in Deed Book 170, Page 708, in the
Office of the Clerk of Superior Court of Fayette County, Georgia.

165. That certain tract or parcel of land known as the "Tyrone Substation"
containing 6.14 acres, more or less, in Land Lot 116, 7th District of Fayette
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August
31, 1990, recorded in Plat Book 21, Page 111, in the Office of the Clerk of
Superior Court of Fayette County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Phillip R. Seay, dated October
1, 1990, and recorded in Deed Book 626, Page 421, in the Office of the Clerk of
the Superior Court of Fayette County, Georgia.

166. All of the undivided interests and undivided executory, future interests
of the Mortgagor in and to the "Rocky Mountain Hydroelectric Property"
containing 4,876.966 acres, more or less, in the 4th Section, 4th and 5th
Districts of Floyd County, Georgia, granted or arising

<PAGE>

under that certain General Warranty Deed, Assignment and Bill of Sale from
Piedmont-Forrest Corporation to Oglethorpe Power Corporation and Georgia Power
Company, dated as of December 15, 1988, recorded December 15, 1988, in Deed
Book 1053, Page 1, Floyd County, Georgia records; ALSO, fee simple interest in
the "Rocky Mountain Switching Station Property" and easement interests in and
to the "Rocky Mountain Primary Transmission Line Easement Property" and the
"Rocky Mountain Distribution and Transmission Line Property" in aforesaid
Section and Districts of Floyd County, Georgia, granted or arising under that
certain General Warranty Deed, Assignment and Bill of Sale from
Piedmont-Forrest Corporation to Oglethorpe Power Corporation, dated as of
December 15, 1988, recorded December 15, 1988, in Deed Book 1052, Page 779,
Floyd County, Georgia Records; SUBJECT TO (i) the terms, conditions, covenants
and limitations set forth in that certain Rocky Mountain Pumped Storage
Hydroelectric Project Operating Agreement, between Oglethorpe Power Corporation
and Georgia Power Company, dated as of November 18, 1988, (ii) the terms,
conditions, covenants and limitations set forth in that certain Rocky Mountain
Pumped Storage Hydroelectric Project Ownership Participation Agreement, between
Oglethorpe Power Corporation and Georgia Power Company, dated as of November
18, 1988; (iii) reservation of exclusive easement for Distribution and
Transmission Lines, exclusive Temporary Easement for Transmission Lines,
General Easement, easement across the Switching Station and easement for
Distribution Substation, as contained in the General Warranty Deed, Assignment
and Bill of Sale by and between Georgia Power Company and Piedmont-Forrest
Corporation, dated as of December 14, 1988, recorded in Deed Book 1052, Page
399, Floyd County, Georgia records; and (iv) reservation of Project Switching
Station easement and Primary Transmission Line Crossing Easement as contained
in that certain General Warranty Deed, Assignment and Bill of Sale by and
between Piedmont-Forrest Corporation and Oglethorpe Power Corporation, dated as
of December 15, 1988, recorded in Deed Book 1052, Page 779, Floyd County,
Georgia records.

167. That certain tract or parcel of land known as the "Ducktown (Cuba)
Substation" containing 4.248 acres, more or less, in Land Lots 860 and 869 of
the 3rd District, 1st Section of Forsyth County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by General Warranty Deed and Bill of
Sale from Georgia Power Company dated May 11, 1988, and recorded in Deed Book
409, Pages 164-175, in the Office of the Clerk of Superior Court of Forsyth
County, Georgia.

168. That certain tract or parcel of land known as the "Hammond's Crossing
Substation" containing 3.759 acres, more or less, in Land Lots 346 and 347 of
the 14th District, 1st Section of Forsyth County, Georgia, being more
particularly shown and delineated on Plat of Survey prepared by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated June 13, 1979, recorded in
Plat Book 14, Page 220, of the Office of the Clerk of Superior Court of Forsyth
County, Georgia, being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from D. J. Akin, dated September 25, 1979, and recorded in Deed
Book 194, Page 47, in the Office of the Clerk of Superior Court of Forsyth
County, Georgia.

169. That certain tract or parcel of land known as the "Highway 371
Substation" containing 5.052 acres, more or less, in Land Lot 94 of the 2nd
District of Forsyth County, Georgia, being more particularly shown on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
July 19, 1990, recorded in Plat Book 32, Page 139, Forsyth County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from J. G.
Harris dated October 15, 1990, and recorded in Deed Book 513, Page 476, in the
Office of the Clerk of Superior Court of Forsyth County, Georgia.

<PAGE>

170. That certain tract or parcel of land known as the "Matt Substation"
containing 2.106 acres, more or less, in Land Lot 384 of the 3rd District of
Forsyth County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by General Warranty Deed and Bill of Sale from Georgia Power
Company, dated May 11, 1988, and recorded in Deed Book 409, Pages 152-163, in
the Office of the Clerk of Superior Court of Forsyth County, Georgia.

171. That certain tract or parcel of land known as the "Carnesville
Substation" containing 0.6314 acres, more or less, in the 812th G.M.D. of
Franklin County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 278, Page 735, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 278, Page 745, in the Office of the Clerk of Superior Court of
Franklin County, Georgia.

172. That certain tract or parcel of land known as the "Lavonia Substation"
containing 1.2893 acres, more or less, in the 206th G.M.D. of Franklin County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 278, Page 752, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 278, Page 762,
in the Office of the Clerk of Superior Court of Franklin County, Georgia.

173. That certain tract or parcel of land known as the "Sandy Cross
Substation" containing 0.111 acres, more or less, in the 1420th G.M.D. of
Franklin County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Hart Electric Membership
Corporation, dated September 13, 1990, and recorded in Deed Book 278, Page 769,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 278, Page 772, in the Office of the Clerk of Superior
Court of Franklin County, Georgia.

174. That certain tract or parcel of land known as the "Adamsville
Substation" containing 9.47 acres, more or less, in Land Lot 244 of the 14th
District of Fulton County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 6322, Page 401, in
the Office of the Clerk of Superior Court of Fulton County, Georgia.

175. That certain tract or parcel of land known as the "Arnold Mill
Substation" containing 7.50 acres, more or less, in Land Lots 999 and 1000 of
the 2nd District of Fulton County, Georgia, being more particularly shown on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated April 6, 1989, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Clay Cup, Inc. dated May 7, 1990, and
recorded in Deed Book 13392, Page 082, in the Office of the Clerk of Superior
Court of Fulton County, Georgia; SUBJECT TO: Conveyance of Access Rights from
Oglethorpe Power Corporation to Georgia Department of Transportation, dated
October 3, 1990, recorded in Deed Book 13771, Page 147, in the Office of the
Clerk of Superior Court of Fulton County, Georgia; AND Conveyance of Access
Rights from Oglethorpe Power Corporation to Georgia Department of
Transportation, dated October 3, 1990, recorded in Deed Book 13867, Page 268,
in the Office of the Clerk of Superior Court of Fulton County, Georgia.

176. That certain tract or parcel of land known as the "Birmingham
Substation" containing 4.333 acres, more or less, in Land Lot 380 of the 2nd
District, 2nd Section of Fulton County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland

<PAGE>

McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 7583,
Page 189, Fulton County Records, being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from H. A. Buice, dated June 30, 1980, and
recorded in Deed Book 7583, Page 183, in the Office of the Clerk of Superior
Court of Fulton County, Georgia; SUBJECT TO: Easement for Right-of-Way from
Oglethorpe Power Corporation to Southern Bell, dated July 7, 1989, recorded at
Deed Book 12838, Page 56, in the Office of the Clerk of Superior Court of
Fulton County, Georgia.

177. That certain tract or parcel of land known as the "Hopewell Substation"
containing 11.416 acres, more or less, in Land Lot 319 of the 2nd District, 2nd
Section of Old Milton County, now Fulton County, Georgia, being more
particularly shown and delineated on Plat of Survey made by Homer E. Hubbard,
Registered Land Surveyor, dated July, 1973, and revised August 18, 1973, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and
recorded in Deed Book 6322, Page 406, in the Office of the Clerk of Superior
Court of Fulton County, Georgia.

178. That certain tract or parcel of land known as the "Martin's Landing
Substation" containing 2.985 acres, more or less, in Land Lots 785 and 786 of
the 1st District, 2nd Section of Fulton County, Georgia, being more
particularly shown and delineated on Plat of Survey prepared by Roland McCann,
Georgia Registered Land Surveyor No. 1752, recorded in Plat Book 111, Page 107,
in the Office of the Clerk of Superior Court of Fulton County, Georgia, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Sawnee Electric Membership Corporation, dated November
23, 1977, and recorded in Deed Book 6844, Page 21, in the Office of the Clerk
of Superior Court of Fulton County, Georgia.

179. That certain tract or parcel of land known as the "Ocee Substation"
containing 6.43 acres, more or less, in Land Lots 128 and 129 of the 1st
District, 1st Section of Fulton County, Georgia, being more particularly shown
and delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 123, Page 45, Fulton County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Paul Gerber, Attorney-in-Fact, dated August 28, 1981, and recorded in Deed
Book 7939, Pages 229-232, in the Office of the Clerk of Superior Court of
Fulton County, Georgia; LESS AND EXCEPT: property conveyed by Quitclaim Deed
from Oglethorpe Power Corporation to Big Creek Primative Baptist Church, dated
September 19, 1986, recorded in Deed Book 10367, Page 222, in the Office of the
Clerk of Superior Court of Fulton County, Georgia.

180. That certain tract or parcel of land known as the "Ono Substation"
containing 1.47 acres, more or less, in Land Lot 105 of the 7th District of
Fulton County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated March 29, 1979, and recorded in Plat Book 116, Page 90, in the Office of
the Clerk of Superior Court of Fulton County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Georgia Power
Company, dated June 25, 1979, and recorded in Deed Book 7281, Page 423,
Corrective Warranty Deed being dated September 28, 1979, and recorded in Deed
Book 7370, Page 470, Condemnation Award and Judgment regarding property of
Alice Faye Henry, dated July 27, 1979, and recorded in Deed Book 7312, Page
390, in the Office of the Clerk of Superior Court of Fulton County, Georgia.

181. That certain tract or parcel of land known as the "Spruill Road
Substation" containing 4.22 acres, more or less, in the 1st Section, 1st
District of Fulton County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated February 28, 1994, and being that certain

<PAGE>

tract leased to Oglethorpe Power Corporation (An Electric Membership Generation
& Transmission Corporation) by Substation Ground Lease Agreement from Fulton
County, Georgia.

182. That certain tract or parcel of land known as the "Union City
Substation" containing 91.57 acres, more or less, in Land Lot 40 of the 9th
District and in Land Lot 192 of the 13th District of Fulton County, Georgia,
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 6322,
Page 407, in the Office of the Clerk of Superior Court of Fulton County,
Georgia; LESS AND EXCEPT: 14.45 acres in Land Lot 192 of the 13th District of
Fulton County, Georgia, conveyed by Oglethorpe Electric Membership Corporation
to Georgia Power Company by Warranty Deed dated September 5, 1978; SUBJECT TO:
Easement Agreement from Oglethorpe Power Corporation to Southern Natural Gas
Company, dated July 5, 1984, recorded in Deed Book 9057, Page 168, in the
Office of the Clerk of Superior Court of Fulton County, Georgia.

183. That certain tract or parcel of land known as the "Boardtown Substation"
containing 3.32 acres, more or less, in Land Lot 26 of the 11th District of
Gilmer County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
December 9, 1986, recorded in Plat Book 15, Page 89, in the Office of the Clerk
of Superior Court of Gilmer County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Amicalola Electric Membership
Corporation, dated February 26, 1987, and recorded in Deed Book 197, Page 723,
in the Office of the Clerk of Superior Court of Gilmer County, Georgia.

184. That certain tract or parcel of land known as the "Quill Substation"
containing 1.432 acres, more or less, in Land Lot 183 of the 6th District, 2nd
Section, Gilmer County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 68, Page 107, in the
Office of the Clerk of Superior Court of Gilmer County, Georgia.

185. That certain tract or parcel of land known as the "Zuta Substation"
containing 2.07 acres, more or less, in the 1356th G.M.D. of Glynn County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
H. W. Williams, Jr., Land Surveyor, dated February 22, 1974, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded
in Deed Book 180, Page 61, in the Office of the Clerk of Superior Court of
Glynn County, Georgia.

186. That certain tract or parcel of land known as the "Boydville Substation"
containing 2.00 acres, more or less, in Land Lot 66 of the 19th District of
Grady County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by James E. Mallett, Surveyor, Georgia Registration No. 1983,
recorded in Plat Book 14, Page 12, in the Office of the Clerk of Superior Court
of Grady County, Georgia, and being that certain tract awarded to Oglethorpe
Electric Membership Corporation by Civil Action, File No. 1336, the
Condemnation Proceeding Order of said Civil Action being dated October 27,
1976, and recorded in Deed Book 158, Page 615, in the Office of the Clerk of
Superior Court of Grady County, Georgia.

187. That certain tract or parcel of land known as the "Brumbley Creek
Substation" containing 9.2 acres, more or less, in Land Lot 67 of the 18th
District of Grady County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 16, Page 147, Grady County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Paulene Mimms

<PAGE>

Harrell, Individually, and as Executrix of the Estate of Robert A. Harrell,
Sr., dated August 3, 1989, and recorded in Deed Book 246, Page 268, in the
Office of the Clerk of Superior Court of Grady County, Georgia.

188. That certain tract or parcel of land known as the "El Pino Substation"
containing 1.8681 acres, more or less, in Land Lot 219 of the 17th District of
Grady County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Grady County EMC dated December 6, 1989, and
recorded in Deed Book 251, Page 45, by Limited Warranty Deed from Georgia Power
Company, dated December 19, 1990, and recorded in Deed Book 268, Page 165, and
by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 268, Page 175, in the Office of the Clerk of Superior
Court of Grady County, Georgia.

189. That certain tract or parcel of land known as the "Reno Substation"
containing 4.09 acres, more or less, in Land Lots 247 and 274 of the 19th
District of Grady County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated October 31, 1986, last revised February 18, 1987, recorded in Plat
Book 21, Page 52, in the Office of the Clerk of Superior Court of Grady County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Grady County Electric Membership Corporation, dated May 7, 1987, and
recorded in Deed Book 216, Page 796, in the Office of the Clerk of Superior
Court of Grady County, Georgia, and by Warranty Deed from Jimmy L. Maxwell,
dated March 18, 1987, and recorded in Deed Book 216, Page 151, in the Office of
the Clerk of Superior Court of Grady County, Georgia.

190. That certain tract or parcel of land known as the "Roddenbery
Substation" containing 5.56 acres, more or less, in Land Lots 40 and 1 of the
16th District of Grady County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 31, 1986, recorded in Plat Book 21, Page 62,
in the Office of the Clerk of Superior Court of Grady County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from J. B.
Roddenbery, dated March 25, 1987, and recorded in Deed Book 216, Page 148, in
the Office of the Clerk of Superior Court of Grady County, Georgia, and by
Warranty Deed from John B. Wight, Jr., dated February 24, 1987, and recorded in
Deed Book 216, Page 146, in the Office of the Clerk of Superior Court of Grady
County, Georgia, and by Warranty Deed from Paul Brooks Roddenbery, dated March
25, 1987, and recorded in Deed Book 216, Page 142, in the Office of the Clerk
of Superior Court of Grady County, Georgia.

191. That certain tract or parcel of land known as the "Greensboro Lumber
Company Substation" containing 0.57 acres, more or less, in the 143rd G.M.D. of
Greene County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
May 1, 1989, recorded in Plat Book 16, Page 207, Greene County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Greensboro Lumber Company, Inc., dated May 10, 1989, and recorded in Deed Book
154, Folio 167, in the Office of the Clerk of Superior Court of Greene County,
Georgia.

192. That certain tract or parcel of land known as the "Lickskillet
Substation" containing 4.87 acres, more or less, in the 143rd G.M.D. of Greene
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered

<PAGE>

Land Surveyor No. 1752, dated March 7, 1985, and last revised April 10, 1985,
recorded in Plat Book 13, Page 277, Greene County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from A. P. Roper, dated
May 7, 1985, and recorded in Deed Book 97, Pages 130-131, in the Office of the
Clerk of Superior Court of Greene County, Georgia.

193. That certain tract or parcel of land known as the "Siloam Substation"
containing 1.5071 acres, more or less, in the 144th G.M.D. of Greene County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 196, Page 240, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 196, Page 250,
in the Office of the Clerk of Superior Court of Greene County, Georgia.

194. That certain tract or parcel of land known as the "Beaver Ruin
Substation" containing 1.5558 acres, more or less, in Land Lot 200 of the 6th
District of Gwinnett County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 6333, Page 43, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 6333, Page 55, in the Office of the Clerk of Superior Court of
Gwinnett County, Georgia.

195. That certain tract or parcel of land known as the "Boggs Road
Substation" containing 13.48 acres, more or less, in Land Lot 76 of the 7th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 9, 1989, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Bessemer Properties, Incorporated, dated
September 5, 1989, and recorded in Deed Book 5645, Pages 347-352, in the Office
of the Clerk of Superior Court of Gwinnett County, Georgia.

196. That certain tract or parcel of land known as the "Crowes Substation"
containing 7.597 acres, more or less, in Land Lot 102 of the 7th District of
Gwinnett County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated January 8, 1992, which plat is recorded in Plat Book 57, Page 1, Gwinnett
County, Georgia and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Rubin Lansky and Lola Lansky, dated September 16, 1992, and
recorded in Deed Book 7886, Page 176, in the Office of the Clerk of Superior
Court of Gwinnett County, Georgia.

197. That certain tract or parcel of land known as the "Deshong Substation"
containing 11.54 acres, more or less, in Land Lot 39 of the 6th District of
Gwinnett County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 18, Page 53B, Gwinnett County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Alice B. Deshong,
dated May 26, 1982, and recorded in Deed Book 2395, Page 131, in the Office of
the Clerk of Superior Court of Gwinnett County, Georgia; SUBJECT TO:
Right-of-Way Deed between Oglethorpe Power Corporation and Gwinnett County,
dated July 8, 1993, recorded in Deed Book 9369, Page 84, in the Office of the
Clerk of Superior Court of Gwinnett County, Georgia; and ALSO SUBJECT TO: Slope
Easement from Oglethorpe Power Corporation to Gwinnett County, dated July 8,
1993, recorded in Deed Book 9369, Page 89, in the Office of the Clerk of
Superior Court of Gwinnett County, Georgia.

<PAGE>

198. Those certain tracts or parcels of land known collectively as the "Exit
44 Substation" containing 4.255 acres, more or less, and being more
particularly described as follows:

(a) That certain tract or parcel of land containing 2.12 acres of land lying
and being in Land Lot 170 of the 7th District of Gwinnett County, Georgia, as
shown and delineated on Plat of Survey of Georgia Power Company Land
Department, drawing H-386-14, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 998, Page 110, in the
Office of the Clerk of Superior Court of Gwinnett County, Georgia.

(b) That certain tract or parcel of land containing 2.135 acres, more or
less, in Land Lot 170 of 7th District of Gwinnett County, Georgia, being more
particularly shown and delineated on Plat of Survey made by Albert M. Wynn,
Jr., Georgia Registered Land Surveyor No. 2178, dated November 15, 1988,
recorded in Plat Book 47, Page 103, Gwinnett County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Myer Caplan,
Beverly Jo Caplan, and Brenda C. Winter, dated December 28, 1988, and recorded
in Deed Book 5265, Folio 238, in the Office of the Clerk of Superior Court of
Gwinnett County, Georgia.

199. That certain tract or parcel of land known as the "Five Forks
Substation" containing 4.296 acres, more or less, in Land Lot 87 of the 6th
District, Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 29, 1979, and recorded in Plat Book 11, Page 261,
in the Office of the Clerk of Superior Court of Gwinnett County, Georgia, and
being part of that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from C. R. Cruce, dated November 20, 1979, and recorded in Deed Book 1847, Page
172, in the Office of the Clerk of Superior Court of Gwinnett County, Georgia;
LESS AND EXCEPT: 0.090 acres, more or less, conveyed by acknowledgment on plat
from Oglethorpe Power Corporation to Gwinnett County, Georgia, dated January
21, 1980.

200. That certain tract or parcel of land known as the "Fosters Crossroads
Substation" containing 1.6172 acres, more or less, in Land Lot 100 of the 5th
District of Gwinnett County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 998, Page 172, in the
Office of the Clerk of Superior Court of Gwinnett County, Georgia; LESS AND
EXCEPT: 0.242 acres, more or less, conveyed by Right-of-Way Deed, dated
December 14, 1981, from Oglethorpe Power Corporation to Georgia Department of
Transportation, recorded in Deed Book 2312, page 250, in the Office of the
Clerk of Superior Court of Gwinnett County, Georgia.

201. That certain tract or parcel of land known as the "Fosters Crossroads
Substation" containing 0.57 acres, more or less, in land lot 100 in the 5th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated November 16, 1992, recorded in Gwinnett County
Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Walton Electric Membership Corporation, dated December 22,
1992, and recorded in Deed Book 8545, Page 142, in the Office of the Clerk of
Superior Court of Gwinnett County, Georgia.

202. That certain tract or parcel of land known as the "Landford Substation"
containing 1.36 acres, more or less, in Land Lot 113 of the 6th District of
Gwinnett County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia

<PAGE>

Registered Land Surveyor No. 1752, recorded in Plat Book 15, Page 140B,
Gwinnett County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from J. Clinton Garner, dated April 9, 1981, and
recorded in Deed Book 2166, Page 80, in the Office of the Clerk of Superior
Court of Gwinnett County, Georgia.

203. That certain tract or parcel of land known as the "Lidell Road
Substation" containing 9.05 acres, more or less, in Land Lot 209 of the 6th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 16, 1985, and last revised December 30, 1985,
recorded in Plat Book 33, Page 290, in the Office of the Clerk of Superior
Court of Gwinnett County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation and
Transmission Corporation) by Judgment of Court, dated January 29, 1986, and
recorded in Deed Book 4251, Page 197, in the Office of the Clerk of Superior
Court of Gwinnett County, Georgia; Quitclaim Deed from City of Dalton, Georgia,
dated December 19, 1985, and recorded in Deed Book 3299, Page 169, in the
Office of the Clerk of Superior Court of Gwinnett County, Georgia; Quitclaim
Deed from Georgia Power Company, dated February 20, 1986, and recorded in Deed
Book 3469, Page 197, in the Office of the Clerk of Superior Court of Gwinnett
County, Georgia; and Limited Warranty Deed from Georgia Power Company, dated
February 20, 1986, and recorded in Deed Book 3469, Page 198, in the Office of
the Clerk of Superior Court of Gwinnett County, Georgia; LESS AND EXCEPT: 0.02
acres, more or less, conveyed by Quitclaim Deed from Oglethorpe Power
Corporation to Gwinnett County, Georgia, dated July 13, 1987, and recorded in
Deed Book 4488, Page 102, in the Office of the Clerk of Superior Court of
Gwinnett County, Georgia.

204. That certain tract or parcel of land known as the "Little Ten
Substation" containing 9.853 acres, more or less, in Land Lot 4 of the 5th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 12, 1987, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation and
Transmission Corporation) by Warranty Deed from Timothy J. Roe and Sondra S.
Roe, dated November 20, 1987, and recorded in Deed Book 4649, Page 94, in the
Office of the Clerk of Superior Court of Gwinnett County, Georgia, and by
Judgment from Wendell L. McCart, et al., dated May 23, 1988, and recorded in
Microfilm Roll 460, Gwinnett County, Georgia, and by Judgment from Roger B.
McCart, et al., dated May 23, 1988, and recorded in Deed Book 4970, Page 182,
in the Office of the Clerk of Superior Court of Gwinnett County, Georgia; LESS
AND EXCEPT: 1.71 acres, more or less, conveyed by Warranty Deed from Oglethorpe
Power Corporation to Billy W. Ewing and Brenda Ewing, dated January 23, 1992,
and recorded in Deed Book 7097, Page 8, Gwinnett County Records; and SUBJECT
TO: a Driveway Easement from Oglethorpe Power Corporation to Billy S. Ewing and
Brenda Ewing, dated April 2, 1993, recorded in Deed Book 8588, Page 170, in the
Office of the Clerk of Superior Court of Gwinnett County, Georgia.

205. That certain tract or parcel of land known as the "North Lawrenceville
Substation" containing 2.5792 acres, more or less, in Land Lot 11 of the 7th
District of Gwinnett County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 6333, Page 25, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 6333, Page 36, in the Office of the Clerk of Superior Court of
Gwinnett County, Georgia.

206. That certain tract or parcel of land known as the "North Lilburn
Substation" containing 4.57 acres, more or less, in Land Lot 158 of the 6th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by McNally,

<PAGE>

Patrick & Cole, Inc., Surveyors, dated December 18, 1979, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from T. M. Kennerly,
dated August 28, 1987, and recorded in Deed Book 4520, Page 102, in the Office
of the Clerk of Superior Court of Gwinnett County, Georgia.

207. That certain tract or parcel of land known as the "Northwoods
Substation" containing 3.844 acres, more or less, in Land Lot 181 of the 6th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Wilwat Properties, Inc., dated August 22, 1980, and recorded
in Deed Book 2005, Page 325, in the Office of the Clerk of Superior Court of
Gwinnett County, Georgia; LESS AND EXCEPT: 0.424 acres, more or less, conveyed
by Warranty Deed, dated October 13, 1980, from Oglethorpe Power Corporation to
Gwinnett County, Georgia; AND LESS AND EXCEPT: 0.294 acres, more or less,
described in and released from the Mortgage by that certain Partial Release of
Lien, dated July 13, 1988, by the United States of America, Columbia Bank for
Cooperatives and Trust Company Bank, as trustee under certain indentures
identified therein in favor of Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation), recorded in Deed Book 5075,
Page 121, in the Office of the Clerk of Superior Court of Gwinnett County,
Georgia.

208. That certain tract or parcel of land known as the "Prospect Road
Substation" containing 4.788 acres, more or less, in Land Lot 63 of the 7th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 8, 1988, recorded in Plat Book 46, Page 112B, in
the Office of the Clerk of Superior Court of Gwinnett County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from C. L.
Nash, dated August 24, 1988, and recorded in Deed Book 5079, Page 121, in the
Office of the Clerk of Superior Court of Gwinnett County, Georgia.

209. That certain tract or parcel of land known as the "Rock Quarry
Substation" containing 3.13 acres, more or less, in Land Lot 140 of the 7th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 4, 1985, and last revised June, 1985, recorded
in Plat Book 31, Page 247, Gwinnett County Records, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Michael Cady,
dated July 2, 1985, and recorded in Deed Book 3095, Page 651, in the Office of
the Clerk of Superior Court of Gwinnett County, Georgia.

210. That certain tract or parcel of land known as the "Scenic Square
Substation" containing 7.18 acres, more or less, in Land Lot 106 of the 5th
District of Gwinnett County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated August 9, 1994, recorded in Plat Book 63, Page
212A, Gwinnett County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Carrie Hutchins Peevy, dated August 22,
1994, and recorded in Deed Book 10613, Page 10, in the Office of the Clerk of
Superior Court of Gwinnett County, Georgia, and by Warranty Deed from Dixie
Peevy Johnson dated August 19, 1994, and recorded in Deed Book 10613, Page 12,
in the Office of the Clerk of Superior Court of Gwinnett County, Georgia.

211. That certain tract or parcel of land known as the "Singleton Road
Substation" containing 1.30 acres, more or less, in Land Lots 187 and 172 of
the 6th District of Gwinnett

<PAGE>

County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated October
18, 1982, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Quitclaim
Deed from Georgia Power Company, dated May 3, 1983, and recorded in Deed Book
2548, Pages 84-85, in the Office of the Clerk of Superior Court of Gwinnett
County, Georgia.

212. That certain tract or parcel of land known as the "Snellville
Substation" containing 2.15 acres, more or less, in Land Lot 53 of the 6th
District, Gwinnett County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 998, Page 110, in the
Office of the Clerk of Superior Court of Gwinnett County, Georgia; TOGETHER
WITH Easement for Ingress and Egress from Gwinnett County, dated December 4,
1984, recorded in Deed Book 2935, page 175, in the Office of the Clerk of
Superior Court of Gwinnett County, Georgia.

213. That certain tract or parcel of land known as the "Sugarloaf Substation"
containing 10.05 acres, more or less, in Land Lot 122 of the 7th District of
Gwinnett County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated March 19, 1986, recorded in Plat Book 35, Page 216, in the Office of the
Clerk of Superior Court of Gwinnett County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Mrs. Doris Brown
Toler Peeler, Mrs. Eloise Brown Modesitt and Ted Brown, dated May 7, 1986, and
recorded in Deed Book 3536, Page 42, in the Office of the Clerk of Superior
Court of Gwinnett County, Georgia.

214. That certain tract or parcel of land known as the "Trickum Substation"
containing 2.61 acres, more or less, in Land Lot 77 of the 6th District of
Gwinnett County, Georgia, being more particularly shown and delineated on Plat
of Survey, made by W. L. Bishop, Surveyor, dated April, 1964, and recorded in
Plat Book K, Page 97, Gwinnett County Records, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 998,
Page 110, Office of the Clerk of Superior Court of Gwinnett County, Georgia.

215. That certain tract or parcel of land known as the "Bear Gap Substation"
containing 7.498 acres, more or less, in Land Lot 122 of the 13th District of
Habersham County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated August 2, 1990, recorded in Plat Book 29, Page 254, in the Office of the
Clerk of the Superior Court of Habersham County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Virgil E. Lovell
dated November 30, 1990, and recorded in Deed Book 266, Page 253, in the Office
of the Clerk of the Superior Court of Habersham County, Georgia.

216. That certain tract or parcel of land known as the "Chase Road
Substation" containing 0.438 acres, more or less, in Land Lot 114 of the 10th
District of Habersham County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated June 30, 1992, last revised October 14, 1992,
recorded in Plat Book 33, Page 36, Habersham County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Rusty Farris and
Marsha Marie Farris, dated October 15, 1992, and recorded in Deed Book 294,
Pages 191-192, in the Office of the Clerk of Superior Court of Habersham
County, Georgia.

<PAGE>

217. That certain tract or parcel of land known as the "Clarksville
Substation" containing 0.2227 acres, more or less, in Land Lot 21 of the 10th
District of Habersham County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 266, Page 777, and by Quitclaim De
ed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 266, Page 787, in the Office of the Clerk of Superior Court of
Habersham County, Georgia.

218. That certain tract or parcel of land known as the "Hollywood Substation"
containing 1.61 acres, more or less, in Land Lot 121 of the 12th District of
Habersham County, Georgia, being more particularly shown and delineated on Plat
of Survey made by W. L. Bishop, Registered Surveyor, dated May 18, 1970, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and
recorded in Deed Book 144, Page 121, in the Office of the Clerk of Superior
Court of Habersham County, Georgia.

219. That certain tract or parcel of land known as the "Bark Camp Substation"
containing 1.6359 acres, more or less, in Land Lot 114 of the 10th District of
Hall County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 1548, Page 280, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 1548, Page 290,
in the Office of the Clerk of Superior Court of Hall County, Georgia.

220. That certain tract or parcel of land known as the "Candler Substation"
containing 4.62 acres, more or less, in the 1385th G.M.D. of Hall County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 21, 1984,
and last revised August 9, 1984, recorded in Plat Book 99, Page 233, Hall
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Betty Loggins Lancaster, f/k/a Betty Violet Loggins, dated
September 28, 1984, and recorded in Deed Book 863, Pages 127-128, in the Office
of the Clerk of Superior Court of Hall County, Georgia.

221. That certain tract or parcel of land known as the "College Square
Substation" containing 6.36 acres, more or less, in Land Lot 53 of the 8th
District of Hall County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated March 7, 1983, recorded in Plat Book 90, Page 96, Hall County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Jerry L. Reed, dated May 16, 1983, and recorded in Deed Book 798, Pages
386-387, in the Office of the Clerk of Superior Court of Hall County, Georgia.

222. That certain tract or parcel of land known as the "Gaines Ferry
Substation" containing 4.091 acres, more or less, in Land Lot 149 of the 8th
District of Hall County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated September 21, 1990, recorded in Plat Book 146, Page 74, in the
Office of the Clerk of the Superior Court of Hall County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Cheryl
W. Roberts as Trustee Under that certain Indenture of Trust Between Mary W.
Roberts, As Settlor, and Cheryl W. Roberts, as Trustee, dated September 12,
1990 and executed September 30, 1990, said Warranty Deed being dated November
9, 1990, and recorded in Deed Book 1543, Page 118, in the Office of the Clerk

<PAGE>

of the Superior Court of Hall County, Georgia; LESS AND EXCEPT: 0.10 acres,
more or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation
to Hall County, Georgia, dated August 11, 1994, and recorded in Deed Book ,
Page , in the Office of the Clerk of Superior Court of Hall County, Georgia.

223. That certain tract or parcel of land known as the "Gillsville
Substation" containing 0.5109 acres, more or less, in the 268th G.M.D. of Hall
County, Georgia, being more particularly shown and delineated on Plat of Survey
prepared by W. L. Bishop, Surveyor, dated January 20, 1967, recorded in Plat
Book 37, Page 71, in the Office of the Clerk of Superior Court of Hall County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 1548, Page 263, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 1548, Page 273,
in the Office of the Clerk of Superior Court of Hall County, Georgia; SUBJECT
TO: Conveyance of Access Rights from Oglethorpe Power Corporation to the
Georgia Department of Transportation, dated June 1, 1992, and recorded in Deed
Book 1776, Page 120, in the Office of the Clerk of Superior Court of Hall
County, Georgia.

224. That certain tract or parcel of land known as the "Gillsville
Substation" containing 7.706 acres, more or less, in the 268th G.M. District of
Hall County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
June 29, 1990, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from CWT Farms International, Inc., formerly known as CWT Farms,
Inc., dated December 17, 1990, and recorded in Deed Book 1560, Page 222, in the
Office of the Clerk of the Superior Court of Hall County, Georgia.

225. That certain tract or parcel of land known as the "Kubota Substation"
containing 4.81 acres, more or less, in Land Lot 114 of the 9th District of
Hall County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 14, 1988, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from City of Gainesville, dated September, 1988, and recorded in
Deed Book 1270, Page 4, in the Office of the Clerk of Superior Court of Hall
County, Georgia.

226. That certain tract or parcel of land known as the "Murrayville
Substation" containing 11.69 acres, more or less, in Land Lot 17 of the 11th
District of Hall County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 139, Page 70, in the Office of the Clerk of the
Superior Court of Hall County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Henry Lee Conner and Myrtle
Conner dated November 1, 1989, and recorded in Deed Book 1404, Folio 288-289,
in the Office of the Clerk of the Superior Court of Hall County, Georgia.

227. That certain tract or parcel of land known as the "Stringer Substation"
containing 5.71 acres, more or less, in Land Lot 62 of the 12th District of
Hall County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 87, Page 10, Hall County Records, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Beatrice L.
Stowers, dated July 2, 1982, and recorded in Deed Book 771, Pages 247 and 248,
in the Office of the Clerk of Superior Court of Hall County, Georgia; SUBJECT
TO: Reservation of a non-exclusive easement over "access road parcel" in the
above described Warranty Deed.

<PAGE>

228. That certain tract or parcel of land known as the "West Gainesville
Substation" containing 2.4710 acres, more or less, in Land Lot 172 of the 9th
District of Hall County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 1548, Page 246, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 1548, Page 256, in the Office of the Clerk of Superior Court of Hall
County, Georgia.

229. That certain tract or parcel of land known as the "Devereaux Substation"
containing 3.2909 acres, more or less, in the 116th G.M.D. of Hancock County,
Georgia, being more particularly shown and delineated on Plat of Survey
prepared by William W. Orth, Surveyor, dated October 28, 1965, recorded in Plat
Book 3, Page 144, in the Office of the Clerk of Superior Court of Hancock
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 41, Page 255, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 41, Page 265,
in the Office of the Clerk of Superior Court of Hancock County, Georgia.

230. That certain tract or parcel of land known as the "Hancock School
Substation" containing 0.99 acres, more or less, in the 102nd G.M.D. of Hancock
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August
19, 1991, recorded in Plat Book 10, Page 262, Hancock County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Helen
B. Chamblee, dated October 21, 1991, and recorded in Deed Book 51, Page 69, in
the Office of the Clerk of Superior Court of Hancock County, Georgia.

231. That certain tract or parcel of land known as the "Sparta Substation"
containing 1.0390 acres, more or less, in the 113th G.M.D. of Hancock County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 41, Page 272, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 41, Page 282,
in the Office of the Clerk of Superior Court of Hancock County, Georgia.

232. That certain tract or parcel of land known as the "Bremen Substation"
containing 19.15 acres, more or less, in Land Lots 228 and 245 of the 7th
District, 5th Section, of Haralson County, Georgia, being more particularly
shown and delineated on Plat of Survey made by Lamar B. Leach, Georgia
Registered Surveyor No. 1507, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 178, Page 138, in the
Office of the Clerk of Superior Court of Haralson County, Georgia.

233. That certain tract or parcel of land known as the "Morgan Road
Substation" containing 14.966 acres, more or less, in Land Lot 89 of the 7th
District of Haralson County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 19, 1985, recorded in Plat Book 12, Page 42,
Haralson County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Rose Agnes Bell, dated June 13, 1985, and
recorded in Deed Book 267, Page 51, in the Office of the Clerk of Superior
Court of Haralson County, Georgia.

<PAGE>

234. That certain tract or parcel of land known as the "Camp McKenzie
Substation" containing 7.78 acres, more or less, in Land Lot 189 of the 19th
District of Harris County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 1, 1988, recorded in Plat Book 15, Page 11,
Harris County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from John H. Deaton and Walker Harris, dated
September 1, 1988, and recorded in Deed Book 178, Folio 451, in the Office of
the Clerk of Superior Court of Harris County, Georgia, and by Warranty Deed
from Ocie Lamar Sturkie, recorded in Deed Book 184, Folio 445, in the Office of
the Clerk of Superior Court of Harris County, Georgia, and by Quitclaim Deed
from Ocie Lamar Sturkie, recorded in Deed Book 184, Folio 443, in the Office of
the Clerk of Superior Court of Harris County, Georgia.

235. That certain tract or parcel of land known as the "Roosevelt Substation"
containing 4.68 acres, more or less, in Land Lot 140 of the 21st District of
Harris County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 16, Page 43, in the Office of the Clerk of the Superior
Court of Harris County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Mead Coated Board, Inc. dated August 30,
1989, and recorded in Deed Book 194, Folio 222-223, in the Office of the Clerk
of the Superior Court of Harris County, Georgia.

236. That certain tract or parcel of land known as the "Airline Substation"
containing 0.5152 acres, more or less, in the 1116th G.M.D. of Hart County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 222, Page 620, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 222, Page 630,
in the Office of the Clerk of Superior Court of Hart County, Georgia.

237. That certain tract or parcel of land known as the "Airline Substation"
containing 3.86 acres, more or less, in the 1116th G.M.D. of Hart County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August 14,
1991, last revised December 5, 1991, recorded in Plat Book 2-E, Page 44, Hart
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Ella Lou Kotal, dated April 15, 1992, and recorded in Deed
Book 235, Pages 380-381, in the Office of the Clerk of Superior Court of Hart
County, Georgia.

238. That certain tract or parcel of land known as the "Nancy Hart
Substation" containing 0.682 acres, more or less, in the 1112th G.M.D. of Hart
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Substation Easement from Hart Electric Membership Corporation, dated September
13, 1990, and recorded in Deed Book 222, Page 654, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
222, Page 657, in the Office of the Clerk of Superior Court of Hart County,
Georgia.

239. That certain tract or parcel of land known as the "Nancy Hart
Substation" containing 3.39 acres, more or less, in the 1112th G.M.D. of Hart
County, Georgia being more particularly shown on Plat of Survey made by Roland
McCann, Georgia Registered Land Surveyor No. 1752, dated August 30, 1991, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Judgment of Court from

<PAGE>

Amy F. Herring, Helen H. Milford and Ralph E. Herring, dated March 30, 1992 and
recorded in Deed Book 233 Page 671-674, in the Office of the Clerk of Superior
Court of Hart County, Georgia.

240. That certain tract or parcel of land known as the "Reed Creek
Substation" containing 3.93 acres, more or less, in the 1115th G.M.D., Hart
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book 127, Page 656, in the Office of the
Clerk of Superior Court of Hart County, Georgia.

241. That certain tract or parcel of land known as the "Vanna Substation"
containing 0.9008 acres, more or less, in the 1113th G.M.D. of Hart County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 222, Page 637, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 222, Page 647,
in the Office of the Clerk of Superior Court of Hart County, Georgia.

242. That certain tract or parcel of land known as the "Flat Rock Substation"
containing 13.185 acres, more or less, in Land Lot 92 of the 13th District of
Heard County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
July 24, 1987, being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Ethel Tollerson Adams, dated May 23, 1988, and recorded in
Deed Book 117, Page 304, in the Office of the Clerk of Superior Court of Heard
County, Georgia, and by Warranty Deed from Vivian Tollerson Lewis, Individually
and as Executrix of the Last Will and Testament of Violet Tollerson, dated May
23, 1988, and recorded in Deed Book 117, Page 302, in the Office of the Clerk
of Superior Court of Heard County, Georgia.

243. A 30% undivided interest in that certain tract or parcel of land
containing, in the aggregate, 3,080.91 acres, more or less, of Land Lots 168,
167, 166, 165, 164, 171, 172, 173, 174, 175, 180, 179, 178, 177, 183, 184, 185
and 186 of the 4th District of Heard County, Georgia, being more particularly
shown and delineated as Tract Two, on Plat of Survey prepared by George M.
Ingram, Registered Land Surveyor No. 799, designated as "GEORGIA POWER COMPANY,
LAND DEPARTMENT, perimeter survey of Yellowdirt Plant Area (Wansley), Carroll
and Heard Counties, Georgia, dated June 19, 1972, revised December 9th, 1975,"
(known as Plant Wansley) said plat being recorded in Plat Book 2, Page 229, in
the Office of the Clerk of Superior Court of Heard County, Georgia; and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
General Warranty Deed and Bill of Sale, dated April 9, 1976, from Georgia Power
Company and recorded in Deed Book 78, Page 1, in the Office of the Clerk of
Superior Court of Heard County, Georgia; TOGETHER WITH: a 30% undivided
interest in and to a fifty (50) MW nominally rated combustion turbine electric
generating unit located at said Plant Wansley, said property being conveyed to
Oglethorpe Power Corporation by General Assignment and Bill of Sale, dated
November 3, 1982, from Georgia Power Company and recorded in Deed Book 93, Page
616, in the Office of the Clerk of Superior Court of Heard County, Georgia.

244. That certain tract or parcel of land known as the "Fairview Substation"
containing 0.90 acres, more or less, in Land Lot 163 of the 12th District of
Henry County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 1248, Page 12, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 1248, Page 22, in the Office of the Clerk of Superior Court of Henry
County, Georgia.

<PAGE>

245. That certain tract or parcel of land known as the "McGarity Substation"
containing 5.50 acres, more or less, in Land Lot 115 of the 7th District of
Henry County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 22, 1987, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Harold L. McGarity, dated January 21, 1988, and recorded in
Deed Book 908, Page 100, in the Office of the Clerk of Superior Court of Henry
County, Georgia.

246. That certain tract or parcel of land known as the "AIM Substation"
containing 2.806 acres, more or less, in Land Lot 21 of the 14th District of
Houston County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 38, Page 47, in the Office of the Clerk of the Superior
Court of Houston County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from William N. Arnold and Rita D. Arnold, dated
February 10, 1990, and recorded in Deed Book 871, Folio 426, in the Office of
the Clerk of the Superior Court of Houston County, Georgia.

247. That certain tract or parcel of land known as the "Bonaire Substation"
containing 53.27 acres, more or less, in Land Lot 19 of the 11th District of
Houston County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 461, Page 84, in the Office of
the Clerk of Superior Court of Houston County, Georgia; LESS AND EXCEPT: 0.67
acres, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) to
Georgia Department of Transportation, dated July 13, 1987, and recorded in Deed
Book 778, Page 66, in the Office of the Clerk of Superior Court of Houston
County, Georgia.

248. That certain tract or parcel of land known as the "Bonaire Substation"
containing 2.47 acres, more or less, in Land Lot 252 of the 10th District of
Houston County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Waddle Engineering Company, Inc., Georgia Registered Land
Surveyor No. 924, dated June 9, 1969, and recorded in Map Book 13, Page 59,
Houston County Records, and being the second of two certain tracts conveyed to
Oglethorpe Electric Membership Corporation, dated August 11, 1975, and recorded
in Deed Book 461, Page 84, in the Office of the Clerk of Superior Court of
Houston County, Georgia.

249. That certain tract or parcel of land known as the "Clinchfield
Substation" containing 2.48 acres, more or less, in Land Lots 60 and 67 of the
13th District of Houston County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Substation Easement from Flint Electric Membership
Corporation, dated September 20, 1990, and recorded in Deed Book 902, Page 393,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 902, Page 396, in the Office of the Clerk of Superior
Court of Houston County, Georgia.

250. That certain tract or parcel of land known as the "Elberta Substation"
containing 3.2 acres, more or less, in Land Lot 187 of the 5th District of
Houston County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Waddle Surveying Company, Inc., Georgia Registered Land
Surveyor No. 924, dated November 15, 1968, and recorded in Map Book 12, Page
228, Houston County Records, and being one of two certain tracts conveyed to
Oglethorpe Electric Membership Corporation, dated August 11, 1975, and recorded
in Deed Book 461, Page 84, in the Office of the Clerk of Superior Court of
Houston County, Georgia;

<PAGE>

and the remaining tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed, dated August 14, 1975, and recorded in Deed Book 468, Page
46, of aforesaid records.

251. That certain tract or parcel of land known as the "Henderson Substation"
containing 2.30 acres, more or less, in Land Lot 258 of the 13th District of
Houston County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roy V. West, Georgia Registered Land Surveyor No. 1141, dated
March, 1973, and recorded in Map Book 16, Page 96, Houston County Records, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and
recorded in Deed Book 461, Page 84, in the Office of the Clerk of Superior
Court of Houston County, Georgia.

252. That certain tract or parcel of land known as the "North Centerville
Substation" containing 6.27 acres, more or less, in Land Lot 97 of the 5th
District of Houston County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated March 1, 1991 recorded in Plat Book 41, Page 38,
Houston County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from W. A. Bruce and Katie C. Bruce, dated August
13, 1991, and recorded in Deed Book 933, Page 75, in the Office of the Clerk of
Superior Court of Houston County, Georgia.

253. That certain tract or parcel of land known as the "Russell Parkway
Substation" containing 4.17 acres, more or less, in Land Lot 170 of the 5th
District of Houston County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated May 20, 1988, recorded in Plat Book 35, Page 118, in
the Office of the Clerk of Superior Court of Houston County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from The
Rite-Way Corporation, dated July 15, 1988, and recorded in Deed Book 812, Page
769, in the Office of the Clerk of Superior Court of Houston County, Georgia.

254. That certain tract or parcel of land known as the "South Warner Robins
Substation" containing 1.568 acres, more or less, in Land Lot 198 of the 5th
District, 500th G.M. District of Houston County, Georgia, being more
particularly shown and delineated on Plat of Survey made by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated October 12, 1989, revised
January 15, 1990, recorded in Plat Book 38, Page 80, in the Office of the Clerk
of the Superior Court of Houston County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Flint Electric Membership
Corporation, dated February 9, 1990, and recorded in Deed Book 870, Page 215,
in the Office of the Clerk of the Superior Court of Houston County, Georgia.

255. That certain tract or parcel of land known as the "Southwest Substation"
containing 2.14 acres, more or less, designated as Parcel "A" in Land Lot 142
of the 5th District of Houston County, Georgia, being more particularly shown
and delineated on Plat of Survey prepared by Gary W. Witherington, Surveyor,
Georgia Registration No. 1930, dated February 19, 1976, and recorded in Plat
Book 18, Page 281, Office of the Clerk of Superior Court of Houston County,
Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Marvin Clyde Ryals, Charles
Raymond Ryals, and John Frank Ryals, Executors of the Last Will and Testament
of Mrs. Annie Clyde Ryals, dated April 12, 1976, and recorded in Deed Book 473,
Page 813, in the Office of the Clerk of Superior Court of Houston County,
Georgia.

<PAGE>

256. That certain tract or parcel of land known as the "Warner Robins (North)
Substation" containing 1.2076 acres, more or less, in Land Lot 201 of the 5th
District of Houston County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Flint Electric Membership Corporation,
dated September 20, 1990, and recorded in Deed Book 902, Page 403, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 902, Page 407, in the Office of the Clerk of Superior
Court of Houston County, Georgia.

257. That certain tract or parcel of land known as the "Warner Robins (West)
Substation" containing 1.62 acres, more or less, in Land Lot 140 of the 5th
District of Houston County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Flint Electric Membership Corporation,
dated September 20, 1990, and recorded in Deed Book 902, Page 415, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 902, Page 418, in the Office of the Clerk of Superior
Court of Houston County, Georgia.

258. That certain tract or parcel of land known as the "Abba Substation"
containing 6.70 acres, more or less, in Land Lots 158 and 173 of the 3rd
District of Irwin County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 11, Page 36, in the Office of the Clerk of the
Superior Court of Irwin County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Elmer Harper and Joy A. Harper,
dated July 26, 1989, and recorded in Deed Book 108, Folio 348-349, in the
Office of the Clerk of the Superior Court of Irwin County, Georgia, and by
Warranty Deed from Irwin County Electric Membership Corporation, a Georgia
Corporation, dated August 16, 1989, and recorded in Deed Book 108, Folio
346-347, in the Office of the Clerk of the Superior Court of Irwin County,
Georgia.

259. That certain tract or parcel of land known as the "Mystic Substation"
containing 1.129 acres, more or less, in Land Lot 6 of the 3rd District of
Irwin County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 112, Page 13, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 112, Page 23, in the Office of the Clerk of Superior Court of Irwin
County, Georgia.

260. That certain tract or parcel of land known as the "Reedy Creek
Substation" containing 1.018 acres, more or less, in Land Lot 238 of the 5th
District of Irwin County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 112, Page 30, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 112, Page 40, in the Office of the Clerk of Superior Court of Irwin
County, Georgia.

261. That certain tract or parcel of land known as the "Attica Substation"
containing 4.98 acres, more or less, in the 1747th G.M.D. of Jackson County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 11-O, Page 367, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 11-O, Page 378,
in the Office of the Clerk of Superior Court of Jackson County, Georgia.

<PAGE>

262. That certain tract or parcel of land known as the "Attica Substation"
containing 13.932 acres, more or less, in the 1747th G.M.D. of Jackson County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June 25, 1990,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Judgment of Court
from Alva Jo Evans, et al., dated February 5, 1991, and recorded in Deed Book
11P, Page 794, in the Office of the Clerk of Superior Court of Jackson County,
Georgia.

263. That certain tract or parcel of land known as the "Braselton Substation"
containing 1.9814 acres, more or less, in the 1765th G.M.D. of Jackson County,
Georgia, being more particularly shown and delineated on Plat of Survey
prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
July 16, 1979, recorded in Plat Book 16, Page 83, in the Office of the Clerk of
Superior Court of Jackson County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by a Warranty Deed from Jackson Electric Membership
Corporation, dated November 2, 1979, and recorded in Deed Book 7-R, Page 421,
in the Office of the Clerk of Superior Court of Jackson County, Georgia.

264. That certain tract or parcel of land known as the "Center Substation"
containing 12.02 acres, more or less, in the 1704th G.M.D. of Jackson County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
W. L. Bishop, Georgia Registered Land Surveyor, dated September 26, 1967,
recorded in Plat Book 5, Page 167, in the Office of the Clerk of Superior Court
of Jackson County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 6-S, Page 257, in the Office
of the Clerk of Superior Court of Jackson County, Georgia; LESS AND EXCEPT:
0.07 acres conveyed by Limited Warranty Deed dated April 12, 1982, from
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) to Board of Commissioners of Jackson County, Georgia.

265. That certain tract or parcel of land known as the "Center Substation"
containing 0.9493 acres, more or less, in the 1704th G.M.D. of Jackson County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation
Easement from Jackson Electric Membership Corporation, dated November 2, 1990,
and recorded in Deed Book 11-O, Page 385, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 11-O,
Page 388, in the Office of the Clerk of Superior Court of Jackson County,
Georgia.

266. That certain tract or parcel of land known as the "Louisiana-Pacific
Substation" containing 5.33 acres, more or less, in the 1704th G.M.D. of
Jackson County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 31, Page 209, Jackson County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from J. R. Jarrett,
Jr., dated April 11, 1989, and recorded in Deed Book 10-R, Pages 445-446, in
the Office of the Clerk of Superior Court of Jackson County, Georgia; SUBJECT
TO: Easement Agreement between J.R. Jarrett, Jr. and Oglethorpe Power
Corporation, dated April 11, 1989, recorded in Deed Book 10-S, Page 77, in the
Office of the Clerk of Superior Court of Jackson County, Georgia.

267. That certain tract or parcel of land known as the "North Commerce
Substation" containing 2.38 acres, more or less, in the 255th (Minish) District
G.M., Jackson County, Georgia, being more particularly shown and delineated on
Plat of Survey made by Lamar B. Leach, Surveyor, dated March, 1972, recorded in
Plat Book 6, Page 388, Jackson County Records, and

<PAGE>

being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Georgia Power Company, dated August 11, 1975, and
recorded in Deed Book 6-S, Page 257, in the Office of the Clerk of Superior
Court of Jackson County, Georgia; LESS AND EXCEPT: 0.07 acres, more or less,
conveyed by Limited Warranty Deed, dated April 12, 1982, from Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) to
the Board of Commissioners of Jackson County, Georgia, recorded in Deed Book
8-E, Page 39-40, Jackson County Records.

268. That certain tract or parcel of land known as the "Pendergrass
Substation" containing 3.416 acres, more or less, in the 428th G.M.D. of
Jackson County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No.
2178, dated June 7, 1993, recorded in Plat Book 35, Page 256, Jackson County
Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from H. Dorsey Guthrie and John Williams, dated June 8, 1993, and
recorded in Deed Book 13-D, Pages 528-529, in the Office of the Clerk of
Superior Court of Jackson County, Georgia.

269. That certain tract or parcel of land known as the "Tallassee Hydro Dam"
containing 32.73 acres, more or less, in the 2418th and 1347th G.M.D. of Clarke
County, Georgia, and the 1747th G.M.D. of Jackson County, Georgia, and being
more particularly shown and delineated on Plat of Survey made by Roland McCann,
Georgia Registered Land Surveyor No. 1752, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Harold T. Barrett, Jr., dated
October 27, 1983, and recorded in Deed Book 441, Page 90, in the Office of the
Clerk of Superior Court of Clarke County, Georgia, and Deed Book 8-M, Page 65,
in the Office of the Clerk of Superior Court of Jackson County, Georgia.

270. That certain tract or parcel of land known as the "Monticello
Substation" containing 1.0200 acres, more or less, in Land Lot 9 of the 17th
District of Jasper County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Central Georgia Electric Membership
Corporation, dated September 26, 1990, and recorded in Deed Book 99, Page 300,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 99, Page 303, in the Office of the Clerk of Superior
Court of Jasper County, Georgia.

271. That certain tract or parcel of land known as "Rocky Branch Substation"
containing 4.67 acres, more or less, in Land Lots 507 and 508 of the 2nd
District of Jeff Davis County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 24, 1986, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Judgment from Anne F. McNatt, dated June 26, 1987,
and recorded in Deed Book 147, Page 710, in the Office of the Clerk of Superior
Court of Jeff Davis County, Georgia.

272. That certain tract or parcel of land known as the "Snipesville
Substation" containing 0.4387 acres, more or less, in Land Lot 244 of the 1st
District of Jeff Davis County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Quitclaim Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 165, Page 240, in the Office of
the Clerk of Superior Court of Jeff Davis County, Georgia and by Warranty Deed
from Thomas Tate, dated May 5, 1992, and recorded in Deed Book 178, Pages
22-23, in the Office of the Clerk of Superior Court of Jeff Davis County,
Georgia.

<PAGE>

273. That certain tract or parcel of land known as the "South Hazlehurst
Substation" containing 3.37 acres, more or less, in Land Lot 365 of the 2nd
District of Jeff Davis County, Georgia, being more particularly shown and
delineated on Plat of Survey recorded at Plat Book 2, Page 211, Jeff Davis
County Records, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book 99, Page 358, in the Office of the
Clerk of Superior Court of Jeff Davis County, Georgia.

274. That certain tract or parcel of land known as the "Georgia Kaolin
Substation" containing 1.10 acres, more or less, of the 1460th G.M.D. of
Jefferson County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 1, Page 109, Jefferson County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from The
Development Authority of Jefferson County, dated April 30, 1981, and recorded
in Deed Book 135, Pages 119-20, in the Office of the Clerk of Superior Court of
Jefferson County, Georgia.

275. That certain tract or parcel of land known as the "North Louisville
Substation" containing 15.43 acres, more or less, in the 82nd G.M.D. of
Jefferson County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 1, Page 442, Jefferson County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from John R. Murphy, II
I and James C. Abbot, dated October 3, 1989, and recorded in Deed Book 174,
Pages 333-334, in the Office of the Clerk of Superior Court of Jefferson
County, Georgia.

276. That certain tract or parcel of land known as the "Wrens Switching
Substation" containing 0.89 acres, more or less, in the 81st G.M.D. of
Jefferson County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated November 28, 1988, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Georgia Power Company, dated August 16,
1989, and recorded in Deed Book 174, Pages 61-63, in the Office of the Clerk of
Superior Court of Jefferson County, Georgia and by Easement from Georgia Power
Company dated August 31, 1989, and recorded in Deed Book 174, Page 764, in the
Office of the Clerk of the Superior Court of Jefferson County, Georgia.

277. That certain tract or parcel of land known as the "Grove Church
Substation" containing 2.3244 acres, more or less, in the 1640th G.M.D. of
Jenkins County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 3-D, Page 571, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 3-D, Page 581, in the Office of the Clerk of Superior Court of
Jenkins County, Georgia.

278. That certain tract or parcel of land known as the "East Wrightsville
Substation" containing 0.26 acres, more or less, in the 55th G.M.D. of Johnson
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Georgia
Power Company, dated April 11, 1980, and recorded in Deed Book 89, Page 547, in
the Office of the Clerk of Superior Court of Johnson County, Georgia.

<PAGE>

279. That certain tract or parcel of land known as the "Washington No. 3
Substation" and being in the 55th G.M.D. of Johnson County, Georgia, being more
particularly shown and delineated on a topographic map of said property
entitled "Washington County EMC No. 3, 44/69 kV Substation" prepared by the
Georgia Power Company Engineering Department dated November, 1949, last revised
September 10, 1968, and being that certain tract conveyed by a General Warranty
Deed and Bill of Sale made by Georgia Power Company to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation),
dated April 11, 1980, and recorded in Deed Book 89, Page 547, in the Office of
the Clerk of Superior Court of Johnson County, Georgia.

280. That certain tract or parcel of land known as the "Wrightsville
Substation" containing 0.225 acres, more or less, in the 1405th G.M.D. of
Johnson County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 129, Page 187, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 129, Page 197, in the Office of the Clerk of Superior Court of
Johnson County, Georgia.

281. That certain tract or parcel of land known as the "Clinton Substation"
containing 22.38 acres, more or less, in Land Lot 4 of the 9th District of
Jones County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 10, Page 137, Jones County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Cherry Elaine
Childs, dated March 30, 1989, and recorded in Deed Book 233, Pages 119-120, in
the Office of the Clerk of Superior Court of Jones County, Georgia.

282. That certain tract or parcel of land known as the "Gray Substation"
containing 0.7447 acres, more or less, in Land Lot 4 of the 9th District of
Jones County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 250, Page 136, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 250, Page 146, in the Office of the Clerk of Superior Court of Jones
County, Georgia.

283. Those certain tracts or parcels of land known as the "Mixon Substation"
containing 0.8978 acres, more or less, in Land Lot 51 of the 6th District of
Jones County, Georgia, and being those certain tracts conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deeds from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 140, Page 490, in the Office
of the Clerk of Superior Court of Jones County, Georgia; and from Sara M.
Caudle, dated August 27, 1980, and recorded in Deed Book 168, Page 810, in the
Office of the Clerk of Superior Court of Jones County, Georgia.

284. That certain tract or parcel of land known as the "Milner Substation"
containing 2.49 acres, more or less, in Land Lot 64 of the 7th District of
Lamar County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by J. Wayne Proctor, Sr., Registered Land Surveyor, dated March
12, 1971, recorded in Plat Book 5, Page 85, in the Office of the Clerk of
Superior Court of Lamar County, Georgia, and being that certain tract conveyed
to Oglethorpe Electric Membership Corporation by Warranty Deed from Lamar
Electric Membership Corporation, dated June 9, 1976, and recorded in Deed Book
82, Page 318, in the Office of the Clerk of Superior Court of Lamar County,
Georgia.

285. That certain tract or parcel of land known as the "Tobesofkee Creek
Substation" containing 3.13 acres, more or less, in Land Lot 152 of the 7th
District of Lamar County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Albert M.

<PAGE>

Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated March 14, 1994,
recorded in Plat Book 12, Page 272, Lamar County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Billy Rose, dated
July 19, 1994, and recorded in Deed Book 170, Pages 281, in the Office of the
Clerk of Superior Court of Lamar County, Georgia.

286. That certain tract or parcel of land known as the "Dexter Substation"
containing 3.92 acres, more or less, in Land Lot 93 of the 18th District of
Laurens County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated January 19, 1983, recorded in Plat Book 405, Page 594, Laurens County
Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from H. H. Bedingfield, W. H. Bedingfield, Estate of W. O.
Bedingfield, Caroline M. Bedingfield, Herbert Marvin Bedingfield, Linda
Bedingfield Kelly, and William Walter Bedingfield, dated April 5, 1983, and
recorded in Deed Book 406, Pages 97-99, in the Office of the Clerk of Superior
Court of Laurens County, Georgia.

287. That certain tract or parcel of land known as the "Dublin Substation"
containing 0.2296 acres, more or less, in the 52nd G.M.D. of Laurens County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 604, Page 288, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 604, Page 298,
in the Office of the Clerk of Superior Court of Laurens County, Georgia.

288. That certain tract or parcel of land known as the "Dublin Chip Mill
Substation" containing 0.51 acres, more or less, in the 52nd G.M.D. of Laurens
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
December 5, 1988, recorded in Plat Book 6, Page 109, Laurens County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Olin Wooten, dated November 7, 1989, and recorded in Deed Book 564, Page
312, in the Office of the Clerk of Superior Court of Laurens County, Georgia;
SUBJECT TO: an Easement for Right-of-Way in favor of Olin Wooten, dated
February 21, 1989, and recorded in Deed Book 540, Page 278, Laurens County
records and a Consent to Easement from Dublin Chip Mill Co., Inc. to Oglethorpe
Power Corporation, dated February, 1989 and recorded in Deed Book 540, Page
278, AND a Non-Disturbance and Subordination Agreement from Dublin Chip Co.,
Inc. to Oglethorpe Power Corporation, dated May 7, 1991, and recorded in Deed
Book 615, page 341, in the Office of the Clerk of Superior Court of Laurens
County, Georgia.

289. That certain tract or parcel of land known as the "Dudley Substation"
containing 0.2296 acres, more or less, in Land Lot 226 of the 18th District of
Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 604, Page 271, and by Quitclaim De
ed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 604, Page 281, in the Office of the Clerk of Superior Court of
Laurens County, Georgia.

290. That certain tract or parcel of land known as the "Dudley Substation"
containing 5.280 acres, more or less, in Land Lot 226 & 252 of the 18th
District of Laurens County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 29, 1990, recorded in Plat Book 620, Page 161,
Laurens County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from John W. Chappell, dated June 26, 1991, and
recorded in Deed Book 620, Page 185, in the Office of the Clerk of Superior
Court of Laurens County, Georgia.

<PAGE>

291. That certain tract or parcel of land known as the "Firetower Road
Substation" containing 5.51 acres, more or less, in Land Lot 91 of the 1st
District of Laurens County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated August 10, 1987, and last revised September, 1987,
recorded in Plat Book 6, Page 35, in the Office of the Clerk of Superior Court
of Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from The City of Dublin & County of Laurens
Development Authority, dated October 15, 1987, and recorded in Deed Book 496,
Page 320, in the Office of the Clerk of Superior Court of Laurens County,
Georgia.

292. That certain tract or parcel of land known as the "Garetta Substation"
containing 1.49 acres, more or less, in Land Lot 258 of the 17th District of
Laurens County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Greenway & Flanders, Surveyors, dated October 26, 1986,
recorded in Deed Book 468, Page 27, in the Office of the Clerk of Superior
Court of Laurens County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation by Warranty Deed from Little Ocmulgee EMC dated November 18, 1987,
and recorded in Deed Book 499, Page 299, in the Office of the Clerk of Superior
Court of Laurens County, Georgia.

293. That certain tract or parcel of land known as the "Garetta Substation"
containing 0.1895 acres, more or less, in Land Lot 253 of the 17th District of
Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 604, Page 254, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 604, Page 264, in the Office of the Clerk of Superior Court of
Laurens County, Georgia.

294. That certain tract or parcel of land known as the "Minter Substation"
containing 5.55 acres, more or less, in the 1338th G.M.D. of Laurens County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated January 11,
1989, recorded in Plat Book 6, Page 118, Laurens County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Limited Warranty Deed from Rayonier
Timberlands Operating Company, L.P., dated June 23, 1989, and recorded in Deed
Book 550, Page 345, in the Office of the Clerk of Superior Court of Laurens
County, Georgia, and by Quitclaim Deed from ITT Rayonier, Incorporated, a
Delaware Corporation, dated June 16, 1989, and recorded in Deed Book 550, Page
343, in the Office of the Clerk of Superior Court of Laurens County, Georgia.

295. That certain tract or parcel of land known as the "North Dublin
Substation" containing 13.359 acres, more or less, in Land Lot 263 of the 1st
District of Laurens County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 330, Page 279, in the
Office of the Clerk of Superior Court of Laurens County, Georgia.

296. That certain tract or parcel of land known as the "Rentz Substation"
containing 0.34 acres, more or less, in Land Lot 109 of the 17th District of
Laurens County, Georgia, being more particularly shown and delineated on Plat
of Survey made by William E. Greenway, Georgia Registered Land Surveyor No.
8712, dated September 23, 1986, recorded in Deed Book 461, Page 334, in the
Office of the Clerk of Superior Court of Laurens County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Little
Ocmulgee EMC, dated November 18, 1987, and recorded in Deed Book 499, Page 297,
in the Office of the Clerk of Superior Court of Laurens County, Georgia.

<PAGE>

297. That certain tract or parcel of land known as the "Rentz Substation"
containing 0.5773 acres, more or less, in Land Lot 109 of the 17th District of
Laurens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Quitclaim Deed from Georgia Power Company, dated December 19,
1990, and recorded in Deed Book 604, Page 246, in the Office of the Clerk of
Superior Court of Laurens County, Georgia.

298. That certain tract or parcel of land known as the "Southeast Paper
Company Substation" containing 1.519 acres, more or less, in the 52nd G.M.D. of
Laurens County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated April 19, 1978, recorded in Deed Book 361, Page 472, in the Office of the
Clerk of Superior Court of Laurens County, Georgia, and being that certain
tract at of Survey made by W. L. Bishop, Registered Surveyor, dated May 18,
1970, and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Southeast Paper Company, dated August 1,
1978, and recorded in Deed Book 361, Page 473, in the Office of the Clerk of
Superior Court of Laurens County, Georgia.

299. That certain tract or parcel of land known as the "Century Substation"
containing 0.574 acres, more or less, in Land Lot 174 of the 2nd District of
Lee County, Georgia, being more particularly shown and delineated on Plat of
Survey dated February 2, 1970, recorded in Plat Book D, Page 61, Lee County
Records, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book B29, Page 285, in the Office of the
Clerk of Superior Court of Lee County, Georgia.

300. That certain tract or parcel of land known as the "Cookville Substation"
containing 0.35 acres, more or less, in Land Lot 191 of the 2nd District of Lee
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in
Plat Cabinet D, Slide D-16, in the Office of the Clerk of the Superior Court of
Lee County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Allied Products Corporation dated October 27, 1989, and
recorded in Deed Book 112, Folio 374, in the Office of the Clerk of the
Superior Court of Lee County, Georgia.

301. That certain tract or parcel of land known as the "Mount Pleasant
Substation" containing 2.066 acres, more or less, in Land Lot 170 of the
Redbone G.M.D. 975 of Lee County, Georgia, and being more particularly shown
and delineated on Plat of Survey recorded in Plat Book D, Page 233, Lee County
Records, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book B-29, Page 299, in the Office of the
Clerk of Superior Court of Lee County, Georgia.

302. That certain tract or parcel of land known as the "Cay Creek Substation"
containing 10.12 acres, more or less, in the 1359th G.M.D. of Liberty County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated February 28,
1986, recorded in Plat Book D92, Page 1, in the Office of the Clerk of Superior
Court of Liberty County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Ballard Jones, Jr., dated March
18, 1986, and recorded in Deed Book 373, Page 268, in the Office of the Clerk
of Superior Court of Liberty County, Georgia.

303. That certain tract or parcel of land known as the "Horse Creek
Substation" containing 7.674 acres, more or less, in the 1756th G.M.D. of
Liberty County, Georgia, being more

<PAGE>

particularly shown and delineated on Plat of Survey prepared by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated November 9, 1978, recorded in
Plat Book 12, Page 30, in the Office of the Clerk of Superior Court of Liberty
County, Georgia, and being a part of that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deeds from Henry C. Baker, Pauline B. Travis, Roland
A. Baker, Larry Baker, David F. Baker, Harry O. Baker, Daisy Baker, Evelyn
Baker, Mattie Bell Baker, Oliver Baker, Charlie W. Baker and Esther Baker, said
Deeds being dated January 18, 1979, January 19, 1979, January 20, 1979, and
January 29, 1979, and recorded in Deed Book 160, Pages 488-503, in the Office
of the Clerk of Superior Court of Liberty County, Georgia; LESS AND EXCEPT:
4.077 acres, more or less, conveyed by Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) to Canoochee
Electric Membership Corporation by Warranty Deed dated February 25, 1980.

304. That certain tract or parcel of land known as the "Donald Substation"
containing 3.976 acres, more or less, in the 16th G.M.D. of Long County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 18,
1987, recorded in Plat Book 5, Page 78, in the Office of the Clerk of Superior
Court of Long County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Corrective Warranty Deed from William Dunham Rogers, dated July
19, 1990, and recorded in Deed Book 79, Folio 403, in the Office of the Clerk
of Superior Court of Long County, Georgia, and by Anchor Permit from Hugh
Durham, dated February 16, 1988, and recorded in Deed Book 73, Page 158, in the
Office of the Clerk of Superior Court of Long County, Georgia.

305. That certain tract or parcel of land known as the "South Glennville
Substation" containing 1.84 acres, more or less, in the 1672nd G.M.D. of Long
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book 44, Page 543, in the Office of the
Clerk of Superior Court of Long County, Georgia.

306. That certain tract or parcel of land known as the "Azalea Park
Substation" containing 2.25 acres, more or less, in Land Lot 64 of the 11th
District of Lowndes County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated November 4, 1991, recorded in Plat Book 36, Page 9,
Lowndes County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Valdosta-Lowndes County Industrial
Authority, dated January 3, 1992, and recorded in Deed Book 861, Page 231, in
the Office of the Clerk of Superior Court of Lowndes County, Georgia; TOGETHER
WITH: Grant of Easement from Valdosta-Lowndes County Industrial Authority in
favor of Oglethorpe Power Corporation dated January 13, 1992 and recorded in
Deed Book 866, Page 150, in the Office of the Clerk of Superior Court of
Lowndes County, Georgia.

307. That certain tract or parcel of land known as the "Bemis Substation"
containing 0.455 acres, more or less, in Land Lot 146 of the 11th District of
Lowndes County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 26, Page 271, Lowndes County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Colquitt Electric Membership Corporation, dated December 22, 1981, and recorded
in Deed Book 378, Page 477, in the Office of the Clerk of Superior Court of
Lowndes County, Georgia.

308. That certain tract or parcel of land known as the "Dasher Substation"
containing 4.918 acres, more or less, in Land Lot 29 of the 16th District of
Lowndes County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia

<PAGE>

Registered Land Surveyor No. 1752, dated September 14, 1990, recorded in Plat
Book 35, Page 139, in the Office of the Clerk of the Superior Court of Lowndes
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Richard Elwood Stephens, dated January 23, 1991, and
recorded in Deed Book 803, Page 49, in the Office of the Clerk of the Superior
Court of Lowndes County, Georgia.

309. That certain tract or parcel of land known as the "Hickory Grove
Substation" containing 2.398 acres, more or less, in Land Lots 165 and 204 of
the 11th District of Lowndes County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 26, Page 309, Lowndes County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Ben Hill Wisenbaker, Jr., dated January 28, 1982, and recorded in Deed
Book 380, Page 16, in the Office of the Clerk of Superior Court of Lowndes
County, Georgia; LESS AND EXCEPT: 0.174 acres, more or less, conveyed by
Right-of-Way Deed from Oglethorpe Power Corporation to Lowndes County, Georgia,
dated January 12, 1987 and recorded in Deed Book 528, Page 384, in the Office
of the Clerk of Superior Court of Lowndes County, Georgia AND LESS AND EXCEPT:
0.19 acres, more or less, conveyed by Right-of-Way Deed from Oglethorpe Power
Corporation to Lowndes County, Georgia, dated June 16, 1992, and recorded in
Deed Book 907, Page 149, in the Office of the Clerk of Superior Court of
Lowndes County, Georgia.

310. That certain tract or parcel of land known as the "Lowndes Substation"
containing 6.45 acres, more or less, in Land Lot 15 of the 12th District of
Lowndes County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated December 30, 1983, recorded in Plat Book 28, Page 28, Lowndes County
Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Elsie McKey Whitaker, dated January 3, 1984, and recorded in
Deed Book 428, Pages 47-48, in the Office of the Clerk of Superior Court of
Lowndes County, Georgia. LESS AND EXCEPT: 2.48 acres, more or less, conveyed by
Warranty Deed from Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) to Cody's of Lowndes County, Inc.,
recorded in Deed Book 741, Page 193, in the Office of the Clerk of Superior
Court of Lowndes County, Georgia.

311. That certain tract or parcel of land known as the "Mineola Substation"
containing 4.30 acres, more or less, in Land Lot 87 of the 12th District of
Lowndes County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 26, Page 61, Lowndes County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Carol C. Tyler,
dated June 4, 1981, and recorded in Deed Book 367, Page 461, in the Office of
the Clerk of Superior Court of Lowndes County, Georgia.

312. That certain tract or parcel of land known as the "Cane Creek
Substation" containing 3.214 acres, more or less, in Land Lot 834 of the 1296th
G.M.D. of Lumpkin County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land
Surveyor No. 1956, dated January 19, 1978, recorded in Plat Book 7, Page 138,
of the Office of the Clerk of Superior Court of Lumpkin County, Georgia, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Early J. Wimpy, dated April 10, 1978, and recorded in
Deed Book S3, Page 268, in the Office of the Clerk of Superior Court of Lumpkin
County, Georgia.

313. That certain tract or parcel of land known as the "Copper Pines
Substation" containing 0.74 acres, more or less, in Land Lot 115 of the 1st
District of Lumpkin County, Georgia,

<PAGE>

being more particularly shown and delineated on Plat of Survey made by Roland
McCann, Georgia Registered Land Surveyor No. 1752, dated August 20, 1990,
recorded in Plat Book 21, Page 290, in the Office of the Clerk of the Superior
Court of Lumpkin County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Russell W. Parrish, as Trustee under the
Last Will and Testament of Robert P. Parrish, dated October 1, 1990, and
recorded in Deed Book L9, Page 296, in the Office of the Clerk of the Superior
Court of Lumpkin County, Georgia.

314. That certain tract or parcel of land known as the "Bartlett Substation"
containing 0.230 acres, more or less, in Land Lot 5 of the 2nd District of
Macon County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178,
dated August 17, 1992, last revised September 9, 1992, recorded in Plat Book
13, Page 92, Macon County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Cargill, Incorporated, dated
September 30, 1992, and recorded in Deed Book 103, Page 8, in the Office of the
Clerk of Superior Court of Macon County, Georgia.

315. That certain tract or parcel of land known as the "Buckeye Substation"
containing 0.826 acres, more or less, in Land Lot 195 of the 28th District of
Macon County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated November 8, 1978, recorded in Plat Book 8, Page 35, of the Office of the
Clerk of Superior Court of Macon County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from the Buckeye Cellulose
Corporation, dated April 2, 1979, and recorded in Deed Book 30, Page 253, in
the Office of the Clerk of Superior Court of Macon County, Georgia.

316. That certain tract or parcel of land known as the "Athens Substation"
containing 4.3669 acres, more or less, in the 383rd G.M.D. of Madison County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book V-9, Page 18, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book V-9, Page 35,
in the Office of the Clerk of Superior Court of Madison County, Georgia.

317. That certain tract or parcel of land known as the "Pocataligo
Substation" containing 1.0052 acres, more or less, in the 438th G.M.D. of
Madison County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Jackson Electric Membership
Corporation, dated November 2, 1990, and recorded in Deed Book V-9, Page 15,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book V-9, Page 28, in the Office of the Clerk of Superior
Court of Madison County, Georgia.

318. That certain tract or parcel of land known as the "Brantley Substation"
containing 2.176 acres, more or less, in Land Lot 72 of the 4th District of
Marion County, Georgia, being more particularly shown and delineated on Plat of
Survey made by James R. Littlefield, Surveyor, Georgia Registration No. 1304,
dated November 20, 1975, recorded in Plat Book B, Page 46, Office of the Clerk
of Superior Court of Marion County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Naomi Ingram, dated January 20, 1976, recorded in Deed Book 48, Page 610, in
the Office of the Clerk of Superior Court of Marion County, Georgia.

<PAGE>

319. That certain tract or parcel of land known as the "Durand Substation"
containing 8.14 acres, more or less, in Land Lots 59 and 60 of the 2nd District
of Meriwether County, Georgia, being more particularly shown and delineated on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated August 24, 1990, recorded in Plat Book 14, Page 116, in the Office
of the Clerk of the Superior Court of Meriwether County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Henry
Burnley Parham and by Warranty Deed from Evergreen Timberlands Corporation,
dated January 31, 1990, and recorded in Deed Book 295, Page 471, in the Office
of the Clerk of the Superior Court of Meriwether County, Georgia, dated October
9, 1990, and recorded in Deed Book 291, Page 622, in the Office of the Clerk of
the Superior Court of Meriwether County, Georgia.

320. That certain tract or parcel of land known as the "Gay Substation"
containing 4.71 acres, more or less, in Land Lot 43 of the 9th District of
Meriwether County, Georgia, being more particularly shown and delineated on
Plat of Survey made by J. Wayne Proctor, Sr., Registered Surveyor, dated
October 27, 1972, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded at Deed Book 149, Page 154, in the Office of the
Clerk of Superior Court of Meriwether County, Georgia.

321. That certain tract or parcel of land known as the "Little Red Oak
Substation" containing 0.06 acres, more or less, in Land Lot 191 of the 8th
District of Meriwether County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered
Land Surveyor No. 2178, dated June 28, 1994, recorded in Plat Book 15, Page
335, Meriwether County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Willie Parks, dated August 5, 1994, and
recorded in Deed Book 337, Page 256, in the Office of the Clerk of Superior
Court of Meriwether County, Georgia.

322. That certain tract or parcel of land known as the "Colquitt Substation"
containing 0.9467 acres, more or less, in Land Lot 88 of the 13th District of
Miller County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Three Notch Electric Membership
Corporation, dated September 5, 1990, and recorded in Deed Book 113, Page 606,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 113, Page 609, in the Office of the Clerk of Superior
Court of Miller County, Georgia.

323. That certain tract or parcel of land known as the "Camilla Substation"
containing 0.03 acres, more or less, in Land Lot 5 of the 11th District of
Mitchell County, Georgia, being more particularly shown and delineated and
designated as "Tract A" on Plat of Survey prepared by Larry W. Grogan,
Surveyor, Georgia Registration No. 1649, dated November 16, 1990, recorded in
Plat Book 22, Page 16, in the Office of the Clerk of Superior Court of Mitchell
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Substation Easement from Mitchell Electric Membership Corporation, dated
December 7, 1990, and recorded in Deed Book 323, Page 301, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 323, Page 305, in the Office of the Clerk of Superior Court of
Mitchell County, Georgia.

324. That certain tract or parcel of land known as the "Cooper Road
Substation" containing 3.74 acres, more or less, in Land Lot 310 of the 9th
District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 21, Page 57, Mitchell County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An

<PAGE>

Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Mitchell Electric Membership Corporation, dated September 12, 1989, and
recorded in Deed Book 302, Pages 1-2, in the Office of the Clerk of Superior
Court of Mitchell County, Georgia.

325. That certain tract or parcel of land known as the "Cooper Road
Substation" containing 6.84 acres, more or less, in Land Lot 310 of the 9th
District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated June 15, 1987, recorded in Plat Book 20, Page 13, in
the Office of the Clerk of the Superior Court of Mitchell County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Gertrude C. Kemp, dated September 12, 1989, and recorded in Deed Book 301, Page
145, in the Office of the Clerk of the Superior Court of Mitchell County,
Georgia.

326. That certain tract or parcel of land known as the "Hopeful Substation"
containing 0.4316 acres, more or less, in Land Lot 342 of the 11th District of
Mitchell County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Quitclaim Deed from Georgia Power Company, dated December 19,
1990, and recorded in Deed Book 323, Page 313, in the Office of the Clerk of
Superior Court of Mitchell County, Georgia.

327. That certain tract or parcel of land known as the "Mitchell Prison
Substation" containing 0.344 acres, more or less, in Land Lot 273 of the 10th
District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated March 23, 1992, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Non-Exclusive Easement from State of Georgia,
State Properties Commission, dated March 23, 1992, and recorded in Deed Book
349, Pages 109-117, in the Office of the Clerk of Superior Court of Mitchell
County, Georgia.

328. That certain tract or parcel of land known as the "Mount Olive
Substation" containing 2.0 acres, more or less, in Land Lot 56 of the 11th
District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Leroy R. Hall, Mitchell County Land
Surveyor, dated September 18, 1975, and recorded at Plat Book 13, Page 139,
land records of Mitchell County, Georgia, and being that certain tract conveyed
to Oglethorpe Electric Membership Corporation by Warranty Deed from M. A. Kemp,
dated November 11, 1975, and recorded at Deed Book 190, Page 450, Office of the
Clerk of Superior Court of Mitchell County, Georgia.

329. That certain tract or parcel of land known as the "Pelham Industrial
Park Substation" containing 1.15 acres, more or less, in Land Lot 269 of the
10th District of Mitchell County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 19, 1985, and last revised May 28, 1985,
recorded in Plat Book 18, Page 156, Mitchell County Records, and being those
certain tracts conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deeds from W. Lamar Davis,
dated July 3, 1985, and recorded in Deed Book 252, Pages 523-524, in the Office
of the Clerk of Superior Court of Mitchell County, Georgia, and from C. Ray
Council, Hal A. Council, Rex A. Council, Max R. Council, Glenda Council Beall,
June Council Hunter, and Gay Council Moring, dated September 26, 1985, and
recorded in Deed Book 254, Pages 696-698, in the Office of the Clerk of
Superior Court of Mitchell County, Georgia.

330. That certain tract or parcel of land known as the "Bolingbroke
Substation" containing 0.95 acres, more or less, in Land Lot 192 of the 13th
District of Monroe County, Georgia,

<PAGE>

and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Limited Warranty
Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed
Book 329, Page 214, and by Quitclaim Deed from Georgia Power Corporation, dated
December 19, 1990, and recorded in Deed Book 329, Page 225, in the Office of
the Clerk of Superior Court of Monroe County, Georgia.

331. That certain tract or parcel of land known as the "Combustion Turbine
Project" containing 1,368 acres, more or less, in Land Lots 96, 64 and 65, 5th
District and 52, 83, 84, 85, 86, 87, 118 and 119, 13th District of Monroe
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Gabriel P. Rumble, dated April 18, 1989, and recorded in
Deed Book 286, Page 128, in the Office of the Clerk of the Superior Court of
Monroe County, Georgia, and by Warranty Deed from Myrtice Jo Rumble, Charles T.
Rumble, Thomas Reid Rumble, Genevieve Rumble Miller f/k/a Genevieve Rumble
Hopper, dated November 14, 1989, and recorded in Deed Book 301, Page 241, in
the Office of the Clerk of the Superior Court of Monroe County, Georgia and by
Warranty Deed from Jeffrey L. Rader and Luanne K. Rader dated May 17, 1991, and
recorded in Deed Book 339, Page 47, in the Office of the Clerk of the Superior
Court of Monroe County, Georgia, and by Warranty Deed from Proctor & Gamble
Cellouse Company f/k/a the Buckeye Cellouse Corporation dated December 7, 1990,
and recorded in Deed Book 328, Page 292, in the Office of the Clerk of the
Superior Court of Monroe County, Georgia, and by Quitclaim Deed from Mead
Coated Board, Inc., dated May 19, 1989, and recorded in Deed Book 288, Page
251, in the Office of the Clerk of the Superior Court of Monroe County,
Georgia, and by Warranty Deed from the Corporation of Mercer University, A
Georgia Corporation dated April 30, 1992, and recorded in Deed Book 373, Page
98, in the Office of the Clerk of Superior Court of Monroe County, Georgia.

332. That certain tract or parcel of land known as the "Culloden Substation"
containing 2.7703 acres, more or less, in Land Lot 119 of the 11th District of
Monroe County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 329, Page 232, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 329, Page 242, in the Office of the Clerk of Superior Court of Monroe
County, Georgia.

333. That certain tract or parcel of land known as the "Smarr Substation"
containing 5.43 acres, more or less, in Land Lot 56, of the 13th District of
Monroe County, Georgia being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 16, Page 84, in the Office of the Clerk of the Superior
Court of Monroe County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Carl E. Lane and Martha B. Lane dated
January 15, 1990, and recorded in Deed Book 305, Folio 233-234, in the Office
of the Clerk of the Superior Court of Monroe County, Georgia.

334. 60% undivided interest in those certain tracts or parcels of land known
as the "Unit 1 & 2 Property" and the "Common Area Property" of Plant Robert W.
Scherer, comprising approximately 12,000 acres, in the 5th District of Monroe
County, Georgia, all as shown and delineated on (i) that certain blueprint of
survey captioned "Plant Scherer, General Arrangement, Plant Site," dated
February 12, 1976, last revised January 2, 1979, prepared for Georgia Power
Company by Southern Services, Inc., bearing Drawing No. EPS 4035-75, and (ii)
that certain blueprint of survey captioned "Plant Scherer, A Plat of Project
Boundary and Road & Gas Line Relocation, 5th District, Monroe County, Georgia,"
dated April 27, 1978, prepared for Georgia Power Company Land Dept. by Hugh W.
Mercer, Jr., Georgia Registered Land Surveyor No. 1890, bearing drawing number
M-154-3; being all of that certain property conveyed to Oglethorpe Power
Corporation by General Warranty Deed and Bill of Sale from Georgia

<PAGE>

Power Company, dated May 22, 1980, and recorded in Deed Book 125, Page 1, in
the Office of the Clerk of Superior Court of Monroe County, Georgia. LESS AND
EXCEPT: (x) The property described in and released from the Mortgage by that
certain Partial Release and Subordination Agreement among the United States of
America, Columbia Bank for Cooperatives and Trust Company Bank, as trustee
under certain indentures identified therein and Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation), dated
December 30, 1985, recorded in Deed Book 202, Page 113, in the Office of the
Clerk of Superior Court of Monroe County, Georgia; (y) the property described
in and released from the Mortgage by that certain Quitclaim Deed and Partial
Release, dated as of November 19, 1987, made by the United States of America,
Columbia Bank for Cooperatives and Trust Company Bank, as trustee under certain
indentures identified therein, to Gulf Power Company, recorded in Deed Book
254, Page 158, in the Office of the Clerk of Superior Court of Monroe County,
Georgia; and (z) the property described in and released from Mortgage by that
certain Quitclaim Deed and Partial Release, dated as of October 3, 1989, made
by the United States of America, National Bank for Cooperatives, as successor
by merger to Columbia Bank for Cooperatives effective January 1, 1989, and
Trust Company Bank, as trustee under certain indentures identified therein, to
Georgia Power Company, recorded in Deed Book 297, Page 295, in the Office of
the Clerk of the Superior Court of Monroe County, Georgia.

335. The "Undivided Interest" (in Plant Robert W. Scherer Unit No. 2) as
defined in, and leased to the Mortgagor pursuant to, four separate Lease
Agreements Nos. 1-4, dated December 30, 1985, between Wilmington Trust Company
and William J. Wade as Owner Trustees under Trust Agreements Nos. 1-4 and
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) and recorded, respectively, in Deed Book 205, Page 167; in Deed
Book 205, Page 328; in Deed Book 206, Page 138; and in Deed Book 206, Page 298
in the Office of the Clerk of Superior Court of Monroe County, Georgia.

336. That certain tract or parcel of land known as the "Alston Substation"
containing 0.3443 acres, more or less, in the 275th G.M.D. of Montgomery
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 105, Page 240, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 105, Page 250,
in the Office of the Clerk of Superior Court of Montgomery County, Georgia.

337. That certain tract or parcel of land known as the "Kibbee Substation"
containing 2.36 acres, more or less, in the 1781st G.M.D. of Montgomery County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Lamar B. Leach, Georgia Registered Surveyor No. 1507, said plat being recorded
in Plat Book 2, Page 232, Montgomery County Records, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book
67, Page 489, in the Office of the Clerk of Superior Court of Montgomery
County, Georgia.

338. That certain tract or parcel of land known as the "McGregor Substation"
containing 10.459 acres, more or less, in the 1757th G.M.D. of Montgomery
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
November 23, 1988, recorded in Plat Book 6, Page 87, Montgomery County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from John L. Robison, dated December 19, 1988, and recorded in Deed Book 99,
Folio 537, in the Office of the Clerk of Superior Court of Montgomery County,
Georgia.

339. That certain tract or parcel of land known as the "Madison Substation"
containing 9.644 acres, more or less, in Land Lot 55 of the 5th District of
Morgan County, Georgia, being

<PAGE>

more particularly shown and delineated on Plat of Survey made by George M.
Ingram, Registered Surveyor, dated February 16, 1970, and recorded in Plat Book
6, Page 213, Morgan County Records, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 88, Page 753, in the
Office of the Clerk of Superior Court of Morgan County, Georgia.

340. That certain tract or parcel of land known as the "Rutledge Substation"
containing 3.92 acres, more or less, in Land Lot 91 of the 20th District of
Morgan County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
October 12, 1987, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from W. P. Wallace, dated December 23, 1987, and recorded in Deed
Book 139, Page 344, in the Office of the Clerk of Superior Court of Morgan
County, Georgia.

341. That certain tract or parcel of land known as the "Woodkraft Substation"
containing 0.386 acres, more or less, in Land Lot 97 of the 277th G.M.D. of
Morgan County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated September 11, 1978, recorded in Plat Book 9, Page 228, in the Office of
the Clerk of Superior Court of Morgan County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from the Georgia Kraft
Company, dated December 12, 1978, and recorded in Deed Book 99, Page 631, in
the Office of the Clerk of Superior Court of Morgan County, Georgia.

342. That certain tract or parcel of land known as the "Upatoi Substation"
containing 4.28 acres, more or less, in Land Lot 99 of the 9th District of
Muscogee County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated January 16, 1985, recorded in Plat Book 92, Page 15, Muscogee County
Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Willis E. Burgess, Acting Through Joseph G. Slaughter, III,
His Attorney In Fact, dated March 12, 1985, and recorded in Deed Book 2428,
Pages 162-163, in the Office of the Clerk of Superior Court of Muscogee County,
Georgia.

343. That certain tract or parcel of land known as the "East Thomson
Substation" containing 2.862 acres, more or less, in the 134th G.M.D. of
McDuffie County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated September 20, 1991, and recorded in Plat Book S, Page 314A, McDuffie
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Carlton Minus, Sr., a/k/a/ Tony Minus, dated April 21, 1992,
and recorded in Deed Book 173, Page 682, in the Office of the Clerk of Superior
Court of McDuffie County, Georgia, and by Warranty Deed from Leona Lee Baxley,
dated April 15, 1992, and recorded in Deed Book 173, Page 321, in the Office of
the Clerk of Superior Court of McDuffie County, Georgia.

344. That certain tract or parcel of land known as the "Iron Hill Substation"
containing 3.18 acres, more or less, in the 133rd G.M.D. of McDuffie County,
Georgia, being more particularly shown and delineated on Plat of Survey
prepared by John M. Harris, Georgia Registered Land Surveyor No. 1769, dated
July 13, 1978, recorded in Plat Book 0, Page 178, of the Office of the Clerk of
Superior Court of McDuffie County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deeds from
W. E. Owens and also W. E. Owens and Betty Owens, dated August 10, 1978, and
recorded in Deed Book 106, Page

<PAGE>

691, in the Office of the Clerk of Superior Court of McDuffie County, Georgia;
LESS AND EXCEPT: that property conveyed by Right-of-Way Deed, dated July 17,
1981, from Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) to McDuffie County, recorded in Deed Book 119, Page
877, McDuffie County Records.

345. That certain tract or parcel of land known as the "Stones Crossroads
Substation" containing 2.687 acres, more or less, in the 134th G.M.D. of
McDuffie County, Georgia, being more particularly described and delineated on
Plat of Survey by John McGill, Surveyor, dated May 18, 1973, recorded in the
Office of the Clerk of Superior Court of said County in Plat Book L, Page 64,
and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975,
and recorded in Deed Book 92, Page 641, in the Office of the Clerk of Superior
Court of McDuffie County, Georgia.

346. That certain tract or parcel of land known as the "Thomson East
Substation" containing 0.700 acres, more or less, in the 134th G.M.D. of
McDuffie County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Quitclaim Deed from Georgia Power Company, dated December 19,
1990, and recorded in Deed Book 165, Page 261, in the Office of the Clerk of
Superior Court of McDuffie County, Georgia.

347. That certain tract or parcel of land known as the "Thomson West
Substation" containing 0.2700 acres, more or less, in the 134th G.M.D. of
McDuffie County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 165, Page 243, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 165, Page 254, in the Office of the Clerk of Superior Court of
McDuffie County, Georgia.

348. That certain tract or parcel of land known as the "Eulonia Substation"
containing 5.53 acres, more or less, in the 1515th G.M. District, McIntosh
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated June
18, 1990, last revised September 5, 1990, recorded in Plat Book 1, Page 28C, in
the Office of the Clerk of the Superior Court of McIntosh County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Southeast Timberlands, Inc., dated September 28, 1990, and recorded in Deed
Book 146, Page 347, in the Office of the Clerk of the Superior Court of
McIntosh County, Georgia, and by Limited Warranty Deed from Audley Farm, Inc.,
dated December 21, 1990, and recorded in Deed Book 148, Page 383, in the Office
of the Clerk of the Superior Court of McIntosh County, Georgia.

349. That certain tract or parcel of land known as the "Jackson Lake
Substation" containing 1.2889 acres, more or less, in Land Lot 144 of the 9th
District of Newton County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Snapping Shoals Electric Membership
Corporation, dated September 4, 1990, and recorded in Deed Book 385, Page 470,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 385, Page 473, in the Office of the Clerk of Superior
Court of Newton County, Georgia.

350. That certain tract or parcel of land known as the "Mansfield Substation"
containing 0.179 acres, more or less, in Land Lot 206 of the 1st District of
Newton County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Com-

<PAGE>

pany, dated December 19, 1990, and recorded in Deed Book 385, Page 452, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 385, Page 463, in the Office of the Clerk of Superior
Court of Newton County, Georgia.

351. That certain tract or parcel of land known as the "Oak Hill Substation"
containing 13.00 acres, more or less, in Land Lot 78 of the 10th District of
Newton County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
February 19, 1986, recorded in Plat Book 20, Page 153, in the Office of the
Clerk of Superior Court of Newton County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Laura Ellen Hull Barber, dated
April 3, 1986, and recorded in Deed Book 261, Page 414, in the Office of the
Clerk of Superior Court of Newton County, Georgia.

352. That certain tract or parcel of land known as the "East Watkinsville
Substation" containing 11.9955 acres, more or less, in the 225th G.M.D. of
Oconee County, Georgia, being more particularly shown and delineated on Plat of
Survey made by W. L. Bishop, Surveyor, dated April 11, 1970, and recorded in
Plat Book 3, Page 183, Oconee County Records, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 19,
Page 297, in the Office of the Clerk of Superior Court of Oconee County,
Georgia.

353. That certain tract or parcel of land known as the "Mars Hill Substation"
containing 4.61 acres, more or less, in the 1331st G.M.D. of Oconee County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
W. L. Bishop, Surveyor, dated October 2, 1969, recorded in Plat Book 3, Page
155, Oconee County Records, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed, dated August 11, 1975, and
recorded in Deed Book 19, Page 297, in the Office of the Clerk of Superior
Court of Oconee County, Georgia.

354. That certain tract or parcel of land known as the "Arnoldsville
Substation" containing 0.858 acres, more or less, in the 1303rd G.M.D. of
Oglethorpe County, Georgia, being more particularly shown and delineated on
Plat of Survey prepared by W. L. Bishop, Surveyor, dated October 16, 1963,
recorded in Plat Book 4, Page 258, in the Office of the Clerk of Superior Court
of Oglethorpe County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 7-Z, Page 241, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 7-Z, Page 251, in the Office of the Clerk of Superior Court of
Oglethorpe County, Georgia.

355. That certain tract or parcel of land known as the "Beaver Dam
Substation" containing 4.56 acres, more or less, in the 226th G.M.D. of
Oglethorpe County, Georgia, being more particularly shown and delineated on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated May 1, 1991, recorded in Plat Book 12, Page 331, Oglethorpe County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from James R. Bramlett and Thelma A. Bramlett dated August 19, 1991 and
recorded in Deed Book 8-G, Page 326-327, in the Office of the Clerk of Superior
Court of Oglethorpe County, Georgia.

356. That certain tract or parcel of land known as the "Lexington Substation"
containing 6.42 acres, more or less, in the 236th G.M.D. of Oglethorpe County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book
8, Page 151, Oglethorpe County Records, and

<PAGE>

being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Georgia-Pacific Corporation dated May 7, 1982, and recorded in Deed Book 5-P,
Page 335, in the Office of the Clerk of Superior Court of Oglethorpe County,
Georgia.

357. That certain tract or parcel of land known as the "Vesta Substation"
containing 1.0126 acres, more or less, in the 233rd G.M.D. of Oglethorpe
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Limited Warranty Deed from Georgia Power Company, dated December 19, 1990, and
recorded in Deed Book 7-Z, Page 257, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 7-Z, Page 267,
in the Office of the Clerk of Superior Court of Oglethorpe County, Georgia.

358. That certain tract or parcel of land known as the "Battlefield
Substation" containing 3.893 acres, more or less, in Land Lots 1198 and 1199 of
the 3rd District of Paulding County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 17, 1987, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Mrs. Wilma Boyd, dated November
17, 1987, and recorded in Deed Book 124, Page 002, in the Office of the Clerk
of Superior Court of Paulding County, Georgia.

359. That certain tract or parcel of land known as the "Beulah Substation"
containing 0.99 acres, more or less, in original Land Lot 690 of the 19th
District and 3rd Section of Paulding County, Georgia, and being that certain
tract conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed
from Georgia Power Company, dated August 11, 1975, and recorded in Deed Book
7-S, Page 131, in the Office of the Clerk of Superior Court of Paulding County,
Georgia.

360. That certain tract or parcel of land known as the "Dallas Substation"
containing 4.0658 acres, more or less, in Land Lot 486 of the 2nd District of
Paulding County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from GreyStone Power Corporation, dated
August 28, 1990, and recorded in Deed Book 216, Page 499, and by Quitclaim Deed
from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed
Book 216, Page 502, in the Office of the Clerk of Superior Court of Paulding
County, Georgia.

361. That certain tract or parcel of land known as the "Huntsville
Substation" containing 1.66 acres, more or less, in parts of original Land Lots
712 and 713 of the 3rd District and 3rd Section of Paulding County, Georgia,
and being that certain tract conveyed to Oglethorpe Electric Membership
Corporation by Warranty Deed from Georgia Power Company, dated August 11, 1975,
and recorded in Deed Book 7-S, Page 131, in the Office of the Clerk of Superior
Court of Paulding County, Georgia.

362. That certain tract or parcel of land known as the "Mill Creek
Substation" containing 6.443 acres, more or less, in Land Lots 890 and 891 of
the 19th District, 2nd Section of Paulding County, Georgia, being more
particularly shown and delineated on Plat of Survey prepared by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated October 20, 1978, recorded in
Plat Book 9, Page 13, in the Office of the Clerk of Superior Court of Paulding
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by J. C. Hardy, Jr., dated November 15, 1978, and
recorded in Deed Book 8-U, Page 817, Office of the Clerk of Superior Court of
Paulding County, Georgia.

<PAGE>

363. That certain tract or parcel of land known as the "Fort Valley
Substation" containing 4.38 acres, more or less, in Land Lot 183 of the 9th
District of Peach County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Flint Electric Membership Corporation,
dated September 20, 1990, and recorded in Deed Book 119, Page 662, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 119, Page 665, in the Office of the Clerk of Superior
Court of Peach County, Georgia.

364. That certain tract or parcel of land known as the "West Byron
Substation" containing 2.81 acres, more or less, in Land Lot 149 of the 6th
District of Peach County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book 13, Page 65, Peach County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Ethel
Bell Barnes, et al., dated February 9, 1984, and recorded in Deed Book 70,
Pages 470-472, in the Office of the Clerk of Superior Court of Peach County,
Georgia.

365. That certain tract or parcel of land known as the "Big Canoe Substation"
containing 3.28 acres, more or less, in Land Lot 63 of the 4th District of the
2nd Section of Pickens County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book K, Page 113, Pickens County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Quitclaim Deed
from Three Pines, Inc., a Delaware Corporation, dated June 9, 1981, and
recorded in Deed Book 75, Pages 662-663, in the Office of the Clerk of Superior
Court of Pickens County, Georgia.

366. That certain tract or parcel of land known as the "Pickens County PSH"
containing 1,465 acres, more or less, in Land Lots 32, 39, 40, 41, 75, 113,
140, 13th District, 2nd Section of Pickens County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Donal Dorsey and
John L. Humphrey, dated July 15, 1988, and recorded in Deed Book 139, Page 638,
in the Office of the Clerk of the Superior Court of Pickens County, Georgia,
and by Warranty Deed from John M. Cunningham and Alisa Lynn Cunningham, dated
September 25, 1987, and recorded in Deed Book 131, Page 337, in the Office of
the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty
Deed from Norma Ann Hahn, dated December 17, 1987, and recorded in Deed Book
133, Page 777, in the Office of the Clerk of the Superior Court of Pickens
County, Georgia, and by Warranty Deed from Ben C. Langley and Nan E. Langley,
dated September 22, 1987, and recorded in Deed Book 131, Page 33, in the Office
of the Clerk of the Superior Court of Pickens County, Georgia, and by Warranty
Deed from Michael P. Echols, dated September 22, 1987, and recorded in Deed
Book 131, Page 335, in the Office of the Clerk of the Superior Court of Pickens
County, Georgia, and by Warranty Deed from Terry C. Moss, dated September 30,
1987, and recorded in Deed Book 132, Page 33, in the Office of the Clerk of the
Superior Court of Pickens County, Georgia, and by Warranty Deed from Frances S.
Littleton, dated October 2, 1987, and recorded in Deed Book 132, Page 35, in
the Office of the Clerk of the Superior Court of Pickens County, Georgia, and
by Warranty Deed from McRae Interests, Inc., dated October 13, 1987, and
recorded in Deed Book 132, Page 486, in the Office of the Clerk of the Superior
Court of Pickens County, Georgia, and by Warranty Deed from Weldon Thacker and
Hansel L. Thacker, dated June 28, 1988, and recorded in Deed Book 139, Page
188, in the Office of the Clerk of the Superior Court of Pickens County,
Georgia.

367. That certain tract or parcel of land known as the "Tate Substation"
containing 0.2356 acres, more or less, in Land Lot 116 of the 4th District of
Pickens County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company,

<PAGE>

dated December 19, 1990, and recorded in Deed Book 170, Page 252, and by
Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990, and
recorded in Deed Book 170, Page 263, in the Office of the Clerk of Superior
Court of Pickens County, Georgia.

368. That certain tract or parcel of land known as the "Patterson Substation"
containing 2.35 acres, more or less, in Land Lot 224 of the 4th District of
Pierce County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 12, Page 200, Pierce County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Satilla
Rural Electric Membership Corporation, dated May 11, 1989, and recorded in Deed
Book 217, Page 58, in the Office of the Clerk of Superior Court of Pierce
County, Georgia.

369. That certain tract or parcel of land known as the "Waltertown
Substation" containing 3.012 acres, more or less, in Land Lot 116 of the 5th
District of Pierce County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 10, Page 23, Pierce County Records,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Lena Smith Davis, dated September 18, 1980, and recorded in Deed Book 174,
Page 625, in the Office of the Clerk of Superior Court of Pierce County,
Georgia.

370. That certain tract or parcel of land known as the "Upper Pike
Substation" containing 4.76 acres, more or less, in Land Lots 121 and 136 of
the 2nd District of Pike County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, recorded in Plat Book 8, Page 223, Pike County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Fred F.
Filsoff, dated February 24, 1989, recorded in Deed Book 116, Page 44-45, in the
Office of the Clerk of Superior Court of Pike County, Georgia, a Warranty Deed
from Arthur L. Walters and Gisela K. Walters, dated August 23, 1989, recorded
in Deed Book 119, Page 307, in the Office of the Clerk of Superior Court of
Pike County, Georgia, and a Warranty Deed from Dr. Bill Bell, dated July 25,
1989, and recorded in Deed Book 118, Page 432, in the Office of the Clerk of
Superior Court of Pike County, Georgia.

371. That certain tract or parcel of land known as the "Young Station
Substation" containing 0.364 acres, more or less, in Land Lot 898 of the 2nd
District of Polk County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated April 13, 1987, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Georgia Power Company, dated March 29, 1988,
and recorded in Deed Book 396, Page 652, in the Office of the Clerk of Superior
Court of Polk County, Georgia, and by Corrective Warranty Deed from Georgia
Power Company dated April 13, 1988, and recorded in Deed Book 397, Page 751, in
the Office of the Clerk of Superior Court of Polk County, Georgia.

372. That certain tract or parcel of land known as the "Hawkinsville
Substation" containing 0.98 acres, more or less, in Land Lot 221 of the 4th
District of Pulaski County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 128, Page 395, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 128, Page 405, in the Office of the Clerk of Superior Court of
Pulaski County, Georgia.

<PAGE>

373. That certain tract or parcel of land known as the "Pulaski Substation"
containing 0.48 acres, more or less, in Land Lot 369 of the 21st District of
Pulaski County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated December 9, 1990, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Co
rporation) by Non-exclusive Easement from State of Georgia acting by and
through the State Properties Commission, dated March 23, 1992, and recorded in
Deed Book 134, Page 123, in the Office of the Clerk of Superior Court of
Pulaski County, Georgia.

374. That certain tract or parcel of land known as the "Lick Creek
Substation" containing 2.00 acres, more or less, in Land Lots 278, 279, 284 and
285 of the 308th G.M.D. of Putnam County, Georgia, being more particularly
shown and delineated on Plat of Survey made by Roland McCann, Georgia
Registered Land Surveyor No. 1752, recorded in Plat Book 10, Page 163, Putnam
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from J. F. Reese, dated September 24, 1981, and recorded in Deed
Book 5N, Pages 17-18, in the Office of the Clerk of Superior Court in Putnam
County, Georgia.

375. That certain tract or parcel of land known as the "Willard Substation"
containing 4.81 acres, more or less, in the 390th G.M.D. of Putnam County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated May 11,
1992, recorded in Plat Book 20, Page 76, Putnam County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from James Harper and
Barbara M. Harper, dated December 15, 1992, and recorded in Deed Book 76, Pages
219-220, in the Office of the Clerk of Superior Court of Putnam County,
Georgia, and by Warranty Deed from Tracey Harper, dated December 15, 1992, and
recorded in Deed Book 76, Pages 215-216, in the Office of the Clerk of Superior
Court of Putnam County, Georgia.

376. That certain tract or parcel of land known as the "Cool Branch
Substation" containing 2.85 acres, more or less, in Land Lot 280 of the 8th
District of Quitman County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 5, 1991, recorded in Plat Book 1, Page 190,
Quitman County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Eugene O. Gary, dated July 29, 1991, and
recorded in Deed Book 65, Page 768, in the Office of the Clerk of Superior
Court of Quitman County, Georgia.

377. That certain tract or parcel of land known as the "Dillard Substation"
containing 4.8136 acres, more or less, and located in Land Lot 146 of the 2nd
District of Rabun County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Georgia Power Company dated August 11, 1975,
and recorded in Deed Book V5, Book 687 in the Office of the Clerk of Superior
Court of Rabun County, Georgia.

378. That certain tract or parcel of land known as the "Tiger Substation"
containing 3.38 acres, more or less, in Land Lot 20 of the 5th District of
Rabun County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
April 27, 1992, recorded in Plat Book 31, Page 259, Rabun County, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Frances
"Tut" Woodruff, dated March 30, 1993, and recorded in Deed Book V-14, Pages
114-115, in the Office of the Clerk of Superior Court of Rabun County, Georgia.

<PAGE>

379. That certain tract or parcel of land known as the "Cuthbert Substation"
containing 5.70 acres, more or less, in Land Lot 1 of the 6th District of
Randolph County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book KK-2, Pages 3-7, in the Office
of the Clerk of Superior Court of Randolph County, Georgia.

380. That certain tract or parcel of land known as the "Boykin Road
Substation f/k/a Windsor Springs Substation" containing 11.15 acres, more or
less, in the 86th G.M.D. of Richmond County, Georgia, being more particularly
shown and delineated on Plat of Survey made by Roland McCann, Georgia
Registered Land Surveyor No. 1752, dated March 27, 1985, and last revised
November, 1985, recorded in Reel 204, Pages 329-330, in the Office of the Clerk
of Superior Court of Richmond County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by three Warranty Deeds, the first from Elroco, Inc.,
dated May 9, 1985, and recorded in Reel 204, Pages 331-332, in the Office of
Clerk of Superior Court of Richmond County, Georgia, the second from Dennis
Carlton Davis and Katherine Davis Pound, dated February 27, 1986 and recorded
in Reel 222, Pages 1198-1200, in the Office of the Clerk of Superior Court of
Richmond County, Georgia, and the third from Robert L. Arrington, dated January
10, 1986, and recorded in Reel 224, Pages 424-427, in the Office of the Clerk
of Superior Court of Richmond County, Georgia; SUBJECT TO: Easement for
Right-of-Way in favor of Richmond County Works dated April 17, 1989 and
recorded in Reel 313, Pages 669-672 in the Office of the Clerk of Superior
Court of Richmond County, Georgia.

381. That certain tract or parcel of land known as the "Clark Road
Substation" containing 3.44 acres, more or less, in the 124th G.M.D. of
Richmond County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated April 29, 1988, recorded in Plat Book 295, Page 1176, in the Office of
the Clerk of Superior Court of Richmond County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Union Camp
Corporation, dated September 2, 1988, and recorded in Reel 295, Page 1173, in
the Office of the Clerk of Superior Court of Richmond County, Georgia.

382. That certain tract or parcel of land known as the "Goshen Substation"
containing in the aggregate 17.825 acres, more or less, in the 124th G.M.D. of
Richmond County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 50, Page 2157, in the Office
of the Clerk of Superior Court of Richmond County, Georgia.

383. That certain tract or parcel of land known as the "Rosier Road
Substation" containing 8.947 acres, more or less, in the 123rd G.M.D. of
Richmond County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated April 19, 1985, recorded in Plat Reel 209, Pages 1769-1770, Richmond
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from George Taylor and Dorothy M. Evans, dated August 22, 1985,
and recorded in Reel 209, Pages 1767-1770, in the Office of the Clerk of
Superior Court of Richmond County, Georgia.

384. That certain tract or parcel of land known as the "Tobacco Road
Substation" containing 1.62 acres, more or less, in the 123rd G.M.D. of
Richmond County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by John M. Harris, Georgia Registered Land Surveyor No.
1769, dated July 26, 1977, recorded in Realty Book Reel 81, Pages 539-540, in
the Office of the Clerk of Superior Court of Richmond County, Georgia, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty

<PAGE>

Deed from C. G. Garmon and Evelyn P. Garmon, dated August 24, 1977, and
recorded in Realty Book Reel 81, Pages 540-541, in the Office of the Clerk of
Superior Court of Richmond County, Georgia.

385. That certain tract or parcel of land known as the "Tobacco Road
Substation" containing 18.415 acres, more or less, in the 86th G.M.D. of
Richmond County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Franklin A. Toole, Georgia Registered Land Surveyor No. 1420,
dated July 10, 1987, recorded in Reel 272, Page 647, in the Office of the Clerk
of Superior Court of Richmond County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from T. E. Norris, dated September
25, 1987, and recorded in Reel 272, Page 649, in the Office of the Clerk of
Superior Court of Richmond County, Georgia, and by Warranty Deed from Spectra
Development, Inc., dated October 22, 1987, and recorded in Reel 235, Page 1203,
in the Office of the Clerk of Superior Court of Richmond County, Georgia.

386. That certain tract or parcel of land known as the "Foxwood Substation"
containing 5.8183 acres, more or less, in Land Lot 206 of the 10th District of
Rockdale County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 614, Page 268, by Quitclaim Deed
from Georgia Power Corporation, dated December 19, 1990, and recorded in Deed
Book 614, Page 278, and as corrected by Quitclaim Deed from Lindbergh Jones
dated March 13, 1990 and recorded in Deed Book 630, Page 178, in the Office of
the Clerk of Superior Court of Rockdale County, Georgia.

387. That certain tract or parcel of land known as the "Honeycreek
Substation" f/k/a the "Conyers Substation" containing 10.82 acres, more or
less, in Land Lot 206 of the 16th District of Rockdale County, Georgia, being
more particularly shown and delineated on Plat of Survey prepared by W. Dennis
Boutwell, Surveyor, Georgia Registration No. 1873, dated July 26, 1976,
recorded in Plat Book K, Page 77, in the Office of the Clerk of Superior Court
of Rockdale County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Billy L. Ivey,
dated September 30, 1976, and recorded in Deed Book 163, Page 881, in the
Office of the Clerk of Superior Court of Rockdale County, Georgia, as corrected
by that certain Corrective Deed dated January 7, 1977, and recorded in Deed
Book 166, Page 365, of aforesaid records.

388. That certain tract or parcel of land known as the "Oglethorpe Power
Warehouse" containing 9.238 acres, more or less, in Land Lot 232 of the 10th
District of Rockdale County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Allied Properties, Inc., dated June 19, 1980, and recorded
in Deed Book 209, Page 874, in the Office of the Clerk of Superior Court of
Rockdale County, Georgia; LESS AND EXCEPT: 0.37 acres of land conveyed by
Oglethorpe Power Corporation to Raymond J. Pitts, Inc., by Warranty Deed dated
September 25, 1990, and recorded in Deed Book 595, Page 299, Rockdale County
Records, by Quitclaim Deed from Oglethorpe Power Corporation to Raymond J.
Pitts, Inc., dated September 25, 1990 and recorded in Deed Book 595, Page 288,
Rockdale County Records and by General Warranty Deed from Cecil F. Key to
Oglethorpe Power Corporation dated September 25, 1990, and recorded in Deed
Book 595, Page 291, Rockdale County Records; SUBJECT TO: Right-of-Way Easement
from Oglethorpe Power Corporation to Snapping Shoals Electric Membership
Corporation dated May 9, 1990, and recorded in Deed Book 615, Page 326, in the
Office of the Clerk of Superior Court of Rockdale County, Georgia; AND
Right-of-Way Easement from Oglethorpe Power Corporation to Snapping Shoals
Electric Membership Corporation dated May 9, 1990, and recorded in Deed Book
564, Page 185, in the Office of the Clerk of Superior Court of Rockdale County,
Georgia.

<PAGE>

389. That certain tract or parcel of land known as the "Rockdale Substation"
containing 5.94 acres, more or less, in Land Lot 325 of the 4th District of
Rockdale County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated August 29, 1979, recorded in Plat Book N, Page 39, in the Office of the
Clerk of Superior Court of Rockdale County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by a Warranty Deed from Elizabeth Corley
Dorman, Charlotte Corley McDowell and Jeannette Corley Farmer, dated November
19, 1979, and recorded in Deed Book 203, Page 956, in the Office of the Clerk
of Superior Court of Rockdale County, Georgia.

390. That certain tract or parcel of land known as the "Dover Substation"
containing 0.3440 acres, more or less, in the 35th G.M.D. of Screven County,
Georgia, being more particularly shown and delineated on Plat of Survey
prepared by Georgia Power Company, dated May, 1963, recorded in Plat Book 10,
Page 108, in the Office of the Clerk of Superior Court of Screven County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company dated December 19, 1990, and recorded
in Deed Book 209, Page 429, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 209, Page 439,
in the Office of the Clerk of Superior Court of Screven County, Georgia; AND
that certain tract or parcel of land known as the "Dover Substation" containing
0.24 acres, more or less, in the 35th G.M.D. of Screven County, Georgia, being
more particularly shown and delineated on Plat of Survey made by Roland McCann,
Georgia Registered Land Surveyor No. 1752, dated February 7, 1990, recorded in
Plat Book 26, Page 36, in the Office of the Clerk of Superior Court of Screven
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Henry G. Weeks and Mrs. Lennie R. Weeks, dated May 2, 1990,
and recorded in Deed Book 206, Page 39, in the Office of the Clerk of Superior
Court of Screven County, Georgia.

391. That certain tract or parcel of land known as the "Hiltonia Substation"
containing 2.4591 acres, more or less, in the 1286th G.M.D. of Screven County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Quitclaim
Deed from Georgia Power Company, dated December 19, 1990, and recorded in Deed
Book 209, Page 446, in the Office of the Clerk of Superior Court of Screven
County, Georgia.

392. That certain tract or parcel of land known as the "Middleground
Substation" containing 5.89 acres, more or less, in 36th G.M.D. of Screven
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
February 14, 1990, recorded in Plat Book 26, Page 36, in the Office of the
Clerk of the Superior Court of Screven County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Carl W. Smith,
dated May 2, 1990, and recorded in Deed Book 206, Folio 43, in the Office of
the Clerk of the Superior Court of Screven County, Georgia.

393. That certain tract or parcel of land known as the "Sylvania Substation"
containing 0.229 acres, more or less, in the 34th G.M.D. of Screven County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated April 26, 1988,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Planters Electric Membership Corporation, dated June 7, 1988, and recorded
in Deed Book 196, Page 527, in the Office of the Clerk of Superior Court of
Screven County, Georgia.

<PAGE>

394. That certain tract or parcel of land known as the "Reynoldsville
Substation" containing 0.84 acres, more or less, in Land Lot 12 of the 21st
District of Seminole County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated January 26, 1979, recorded in Plat Book 6, Page 143,
of the Office of the Clerk of Superior Court of Seminole County, Georgia, and
being that certain tract conveyed by Warranty Deed from Three Notch Electric
Membership Corporation, dated February 7, 1979, and recorded in Deed Book 84,
Page 690, in the Office of the Clerk of Superior Court of Seminole County,
Georgia.

395. That certain tract or parcel of land known as the "West Donaldsonville
Substation" containing 3.372 acres, more or less, in Land Lot 149 of the 14th
District of Seminole County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated October 3, 1989, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by corrective Warranty Deed from Julius Bertram
Thomas, Jr., and Carolyn P. Thomas, Jr., dated December 28, 1989, and recorded
in Deed Book 124, Page 93-94, in the Office of the Clerk of Superior Court of
Seminole County, Georgia.

396. That certain tract or parcel of land known as the "Double Cabins
Substation" containing 6.050 acres, more or less, in Land Lot 82 of the 490th
G.M.D. of Spalding County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Harris J. Romero, Georgia Registered
Land Surveyor No. 1956, dated July 25, 1977, recorded in Plat Book 12, Page 5,
of the Office of the Clerk of Superior Court of Spalding County, Georgia, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Hopkins K. Manley and Thelma J. Manley, dated November 7,
1977, and recorded in Deed Book 5 1 0, Folio 126, in the Office of the Clerk of
Superior Court of Spalding County, Georgia.

397. That certain tract or parcel of land known as the "Steele Road
Substation" containing 5.12 acres, more or less, in Land Lot 38 of the 3rd
District of Spalding County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated February 27, 1991, recorded in Plat Book 19, Page 481,
Spalding County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Kathleen S. Sanders, et. al., dated
September 10, 1991, and recorded in Deed Book 1060, Page 143, in the Office of
the Clerk of Superior Court of Spalding County, Georgia.

398. That certain tract or parcel of land known as the "Zetella Substation"
containing 1.9736 acres, more or less, in Land Lot 35 of the 1st District of
Spalding County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Central Georgia Electric Membership
Corporation, dated September 26, 1990, and recorded in Deed Book 1020, Page
139, and by Quitclaim Deed from Georgia Power Corporation, dated December 19,
1990, and recorded in Deed Book 1020, Page 142, in the Office of the Clerk of
Superior Court of Spalding County, Georgia.

399. That certain tract or parcel of land known as the "Ayersville
Substation" containing 5.24 acres, more or less, in the 402nd G.M.D. of
Stephens County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated September 4, 1985, recorded in Plat Book 13, Page 34, in the Office of
the Clerk of Superior Court of Stephens County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Milliken &
Company, dated December 6, 1985, and recorded in Deed Book 188, Page 568, in
the Office of the Clerk of Superior Court of Stephens County, Georgia.

<PAGE>

400. That certain tract or parcel of land known as the "Currahee Heights
Substation" containing 0.52 acres, more or less, in the 440th G.M.D. of
Stephens County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor No.
2178, dated October 2, 1992, recorded in Plat Book 15, Page 562, Stephens
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from James Arthur and Barbara C. Arthur, dated February 12, 1993,
and recorded in Deed Book 282, Pages 117-118, in the Office of the Clerk of
Superior Court of Stephens County, Georgia.

401. That certain tract or parcel of land known as the "Gum Log Substation"
containing 10.407 acres, more or less, in the 1647th G.M.D. of Stephens County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Jr., Georgia Registered Land Surveyor No. 2178, dated February
5, 1988, recorded in Plat Book 15, Page 13, Stephens County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from H.
Morris Isbell, dated March 17, 1988, and recorded in Deed Book 210, Page 94, in
the Office of the Clerk of Superior Court of Stephens County, Georgia.

402. That certain tract or parcel of land known as the "Lumpkin Substation"
containing 5.59 acres, more or less, in Land Lot 15 of the 23rd District of
Stewart County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated October 18, 1984, recorded in Plat Book 1, Page 374, Stewart County
Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Noll A. Van Cleave, dated January 15, 1985, and recorded in
Deed Book 75, Pages 344-345, in the Office of the Clerk of Superior Court of
Stewart County, Georgia.

403. That certain tract or parcel of land known as the "Providence Canyon
Substation" containing 2.0 acres, more or less, in Land Lot 70 of the 22nd
District of Stewart County, Georgia, being more particularly shown and
delineated on Plat of Survey made by James R. Littlefield, Surveyor, Georgia
Registration No. 1304, dated September 12, 1975, recorded in Plat Book 1, Page
209, Stewart County Records, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Allen Cherry
Lane, dated November 7, 1975, and recorded in Deed Book 57, Page 538, in the
Office of the Clerk of Superior Court of Stewart County, Georgia.

404. That certain tract or parcel of land known as the "New Era Substation"
containing 1.433 acres, more or less, in Land Lot 77 of the 27th District of
Sumter County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 144, Page 327-A, in the Office
of the Clerk of Superior Court of Sumter County, Georgia.

405. That certain tract or parcel of land known as the "North Americus
Substation" containing 10.980 acres in Land Lot 113 of the 27th District of
Sumter County, Georgia, being more particularly shown and delineated on Plat of
Survey made by George M. Ingram, Registered Surveyor No. 799, dated September
15, 1967, recorded in Plat Book 5, Page 159, Sumter County Records, and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Georgia Power Company, dated August 11, 1975, and recorded
in Deed Book 144, Page 327-A, in the Office of the Clerk of Superior Court of
Sumter County, Georgia.

406. That certain tract or parcel of land known as the "West Americus
Substation" containing 5.05 acres, more or less, and located in Land Lot 182 of
the 27th District of Sumter County, Georgia, being more particularly shown and
delineated on Plat of Survey made by

<PAGE>

Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 18,
1983, recorded in Plat Book 13, Page 178, Sumter County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Kustom Kut, Inc.,
dated December 5, 1983, and recorded in Deed Book 207, Pages 472-473, in the
Office of the Clerk of Superior Court of Sumter County, Georgia; SUBJECT TO:
Easement for Telephone Line from Oglethorpe Power Corporation to Southern Bell
Telephone and Telegram Company, dated February 6, 1989, and recorded in Deed
Book 248, Pages 550-552, in the Office of the Clerk of Superior Court of Sumter
County, Georgia.

407. That certain tract or parcel of land known as the "Bellville Substation"
containing 5.343 acres, more or less, in the 1376th G.M.D. of Tattnall County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in Plat Book
9, Page 111, Tattnall County Records, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Canoochee Electric Membership Corporation, A
Georgia Corporation, dated August 21, 1989, and recorded in Deed Book 213, Page
239-240 in the Office of the Clerk of Superior Court of Tattnall County,
Georgia, and by Warranty Deed from Howard E. Scarbrough, dated August 16, 1989,
and recorded in Deed Book 212, Pages 128-129, in the Office of the Clerk of
Superior Court of Tattnall County, Georgia.

408. That certain tract or parcel of land known as the "Glenville Substation"
containing 1.5189 acres, more or less, in the 1700th G.M.D. of Tattnall County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 230, Page 241, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 230, Page 251,
in the Office of the Clerk of Superior Court of Tattnall County, Georgia.

409. That certain tract or parcel of land known as the "Glenville Substation"
containing 2.69 acres, more or less, in the 1700th G.M.D. of Tattnall County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated November 15,
1989, recorded in Plat Book 9, Page 205, in the Office of the Clerk of Superior
Court of Tattnall County, Georgia, revised and recorded in Plat Book 10, Page
28, in the Office of the Clerk of Superior Court of Tattnall County, Georgia,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from William S. Bacon and Althea S. Bacon as Trustees for Althea S. Bacon, and
as Executors of the Last Will and Testament of William Harvey Bacon, dated
February 7, 1990, and recorded in Deed Book 219, Page 324, in the Office of the
Clerk of Superior Court of Tattnall County Georgia; by Warranty Deed from Larry
Harvey Bacon, dated February 27, 1990, and recorded in Deed Book 219, Page 326,
in the Office of the Clerk of Superior Court of Tattnall, County, Georgia; by
Warranty Deed from William S. Bacon and Althea S. Bacon as Trustees for Althea
S. Bacon, and as Executors of the Last Will and Testament of William Harvey
Bacon, dated August 2, 1990, and recorded in Deed Book 225, Page 197, in the
Office of the Clerk of Superior Court of Tattnall County, Georgia; and by
Warranty Deed from Larry Harvey Bacon, dated August 2, 1990, and recorded in
Deed Book 225, Page 195, in the Office of the Clerk of Superior Court of
Tattnall County, Georgia.

410. That certain tract or parcel of land known as the "Ohoopee River
Switching Station" containing 0.52 acres, more or less, in the 1645th G.M.D. of
Tattnall County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated November 17, 1988, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission Co
rporation) by Non-Exclusive Easement Agreement from the State of Georgia, dated
September 5, 1989, and recorded in Deed Book 213, Page 213, in the Office of
the Clerk of Superior Court of Tattnall County, Georgia.

<PAGE>

411. That certain tract or parcel of land known as the "Reidsville Junction
Substation" containing 6.4334 acres, more or less, in the 1601st G.M.D. of
Tattnall County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 5-M, Page 316, in the Office
of the Clerk of Superior Court of Tattnall County, Georgia.

412. That certain tract or parcel of land known as the "Stoney Hill
Substation" containing 0.92 acres, more or less, in the 40th G.M.D. of Tattnall
County, Georgia, being more particularly shown and delineated on Plat of Survey
prepared by W. L. Bishop, Georgia Registered Land Surveyor No. 549, recorded in
Plat Book (Deed Book) 4-W, Page 354, of the Office of the Clerk of Superior
Court of Tattnall County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated September 27, 1977, and recorded in Deed Book 122, Folio 209, in
the Office of the Clerk of Superior Court of Tattnall County, Georgia; LESS AND
EXCEPT: that property conveyed by Right-of-Way Deed, dated December 13, 1982,
from Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) to Tattnall County, recorded in Deed Book 153, Pages
672-675, Tattnall County records.

413. That certain tract or parcel of land known as the "Reynolds Substation"
containing 1.666 acres, more or less, in Land Lot 257 of the 1st District of
Taylor County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by James R. Littlefield, Surveyor, Georgia Registration No.
1304, dated January 15, 1976, recorded at Plat Book 5, Page 266, Office of the
Clerk of Superior Court of Taylor County, Georgia, and being those certain
tracts conveyed to Oglethorpe Electric Membership Corporation by Warranty Deeds
from E. B. Cook, dated March 19, 1976, and recorded in Deed Book 36, Page 55,
in the Office of the Clerk of Superior Court of Taylor County, Georgia, and
from R. L. Swearingen, Jr., dated March 5, 1976, and recorded in Deed Book 35,
Page 617, in the Office of the Clerk of Superior Court of Taylor County,
Georgia.

414. That certain tract or parcel of land known as the "Jacksonville
Substation" containing 0.5201 acres, more or less, in Land Lot 180 of the 9th
District of Telfair County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 8-J, Page 345, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 8-J, Page 355, in the Office of the Clerk of Superior Court of
Telfair County, Georgia.

415. That certain tract or parcel of land known as the "Lumber City
Substation" containing 0.79 acres, more or less, in Land Lot 322 of the 7th
District of Telfair County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Grady Boney, Telfair County Land Surveyor,
dated April 24, 1986, recorded in Plat Book 5, Page 693, in the Office of the
Clerk of Superior Court of Telfair County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Little Ocmulgee
EMC, dated November 18, 1987, and recorded in Deed Book 7W, Pages 251-252, in
the Office of the Clerk of Superior Court of Telfair County, Georgia.

416. That certain tract or parcel of land known as the "Lumber City
Substation" containing 0.2307 acres, more or less, in Land Lot 322 of the 7th
District of Telfair County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 8-J, Page 328, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book-J, Page 338, in the Office of the Clerk of Superior Court of Telfair
County, Georgia.

<PAGE>

417. That certain tract or parcel of land known as the "McRae Substation"
containing 0.44 acres, more or less, in Land Lot 142 of the 10th District of
Telfair County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Grady Boney, Telfair County Land Surveyor, dated December 17,
1986, recorded in Plat Book 7, Page 72, in the Office of the Clerk of Superior
Court of Telfair County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Little Ocmulgee EMC, dated November 18,
1987, and recorded in Deed Book 7W, Page 253, in the Office of the Clerk of
Superior Court of Telfair County, Georgia.

418. That certain tract or parcel of land known as the "Parrott Substation"
containing 2.23 acres, more or less, in Land Lots 133 and 134 of the 11th
District of Terrell County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by James R. Littlefield, Surveyor,
Georgia Registration No. 1304, dated October 23, 1975, recorded at Plat Book 4,
Page 147, Terrell County Records, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from John R. Young,
dated December 12, 1975, and recorded in Deed Book 1-U, Page 326, in the Office
of the Clerk of Superior Court of Terrell County, Georgia.

419. That certain tract or parcel of land known as the "Boston South
Substation" containing 4.15 acres, more or less, in Land Lot 81 of the 14th
District of Thomas County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated April 8, 1985, recorded in Plat Book 1, Page 30-E,
Thomas County Records, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from DebReNel, a general partnership consisting
of Deborah Davis Dugger, Renny R. Davis, Jr., and Neel D. Davis, dated May 22,
1985, and recorded in Deed Book 191, Pages 330-331, in the Office of the Clerk
of Superior Court of Thomas County, Georgia.

420. That certain tract or parcel of land known as the "Boston Substation"
containing 0.9864 acres, more or less, in Land Lot 271 of the 13th District of
Thomas County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Substation Easement from Grady County Electric Membership
Corporation, dated September 5, 1990, and recorded in Deed Book 297, Page 278,
and by Quitclaim Deed from Georgia Power Corporation, dated December 19, 1990,
and recorded in Deed Book 297, Page 281, in the Office of the Clerk of Superior
Court of Thomas County, Georgia.

421. That certain tract or parcel of land known as the "Boston Substation"
containing 8.64 acres, more or less, in Land Lot 236 of the 13th District of
Thomas County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Albert M. Wynn, Georgia Registered Land Surveyor No. 2178,
dated May 26, 1992, last revised June 5, 1992, recorded in Plat Book 2, Page
10-E, in the Office of the Clerk of Thomas County, Georgia, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Delouise E. Hurst,
Sr., dated June 24, 1992, and recorded in Deed Book 352, Page 248, in the
Office of the Clerk of Superior Court of Thomas County, Georgia.

422. That certain tract or parcel of land known as the "Dixie Highway
Platform Mounted Substation" containing 0.36 acres, more or less, in Land Lot
74 of the 17th District of Thomas County, Georgia, being more particularly
shown on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor
No. 1752, dated June 5, 1991, recorded in Plat Book 1, Page 185-C, Thomas
County Records, and being that certain tract conveyed to Oglethorpe Power

<PAGE>

Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Griffin Farms, Inc., dated June 25, 1991, and recorded in
Deed Book 315, Page 303, in the Office of the Clerk of Superior Court of Thomas
County, Georgia.

423. That certain tract or parcel of land known as the "Hall Road Substation"
containing 6.43 acres, more or less, in Land Lots 81 and 82 of the 13th
District of Thomas County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated February 5, 1988, recorded in Plat Book 1, Page 104A,
in the Office of the Clerk of Superior Court of Thomas County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from J. M.
Golden, Jr., dated April 13, 1988, and recorded in Deed Book 235, Page 470, in
the Office of the Clerk of Superior Court of Thomas County, Georgia.

424. That certain tract or parcel of land known as the "Merrillville
Substation" containing 2.331 acres, more or less, in Land Lot 155 of the 13th
District of Thomas County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Frank E. Carlton, Georgia Registered Land
Surveyor No. 4544, dated August 21, 1986, recorded in Plat Book 1, Page 75B, in
the Office of the Clerk of Superior Court of Thomas County, Georgia, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Joyce
S. Sherod, dated December 23, 1986, and recorded in Deed Book 215, Page 782, in
the Office of the Clerk of Superior Court of Thomas County, Georgia, and by
Warranty Deed from Grady County EMC, dated May 7, 1987, and recorded in Deed
Book 220, Page 817, in the Office of the Clerk of Superior Court of Thomas
County, Georgia.

425. That certain tract or parcel of land known as the "Merrillville
Substation" containing 2.3378 acres, more or less, in Land Lot 155 of the 13th
District of Thomas County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Sam H. Thompson, Surveyor, Georgia
Registration No. 1961, dated April 6, 1990, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Quitclaim Deed from Georgia Power Corporation,
dated December 19, 1990, and recorded in Deed Book 297, Pages 288-293, in the
Office of the Clerk of Superior Court of Thomas County, Georgia.

426. That certain tract or parcel of land known as the "Pavo Substation"
containing 4.651 acres, more or less, in Land Lot 352 of the 13th District of
Thomas County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
Project No. 8114, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Paul J. Sherrod, dated May 14, 1980, and recorded in Deed
Book 137, Pages 190-91, in the Office of the Clerk of Superior Court of Thomas
County, Georgia.

427. That certain tract or parcel of land known as the "Pummy Road
Substation" containing 2.4992 acres, more or less, in Land Lot 160 of the 17th
District of Thomas County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Lamar B. Leach, Surveyor, Georgia
Registration No. 1507, dated March 1, 1974, recorded in Plat Book 2, Page 22,
in the Office of the Clerk of Superior Court of Thomas County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Limited Warranty Deed from
Georgia Power Company, dated December 19, 1990, and recorded in Deed Book 297,
Page 261, and by Quitclaim Deed from Georgia Power Corporation, dated December
19, 1990, and recorded in Deed Book 297, Page 271, in the Office of the Clerk
of Superior Court of Thomas County, Georgia.

<PAGE>

428. That certain tract or parcel of land known as the "Brookfield Switching
Substation" containing 1.60 acres, more or less, in Land Lot 364 of the 6th
District of Tift County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Albert M. Wynn, Jr., Georgia Registered Land Surveyor
No. 2178, dated October 28, 1992, recorded in Plat Book 24, Page 101, Tift
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from George Perry McCranie, Jr., dated March 11, 1993, and
recorded in Deed Book 471, Page 84, in the Office of the Clerk of Superior
Court of Tift County, Georgia; TOGETHER WITH Easement Agreement from Georgia
Power Company to Oglethorpe Power Corporation, dated March 22, 1993, and
recorded May 18, 1993 in Deed Book 476, Page 44, pursuant to a Slope Easement
from Colquitt EMC to Oglethorpe Power Corporation, dated February 23, 1993 and
recorded March 8, 1993, in Deed Book 468, Page 265, in the Office of the Clerk
of Superior Court of Tift County, Georgia.

429. That certain tract or parcel of land known as the "Tifton Substation"
containing 1.47 acres, more or less, in Land Lot 292 of the 6th District of
Tift County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book 159, Page 711, in the Office
of the Clerk of Superior Court of Tift County, Georgia.

430. That certain tract or parcel of land known as the "Walkerville
Substation" containing 1.836 acres, more or less, in Land Lot 311 of the 6th
District of Tift County, Georgia, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 159, Page 711, in the
Office of the Clerk of Superior Court of Tift County, Georgia.

431. That certain tract or parcel of land known as the "Walkerville
Substation" containing 2.91 acres, more or less, in Land Lots 311 and 334 of
the 6th District of Tift County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 13, 1984, recorded in Plat Book 16, Page 47, Tift
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from W. R. Bragg, Jr., Charles H. Wideman, Jr., Diane R. Wideman,
Tommy Joe Wideman and Charles H. Wideman, dated November 13, 1984, and recorded
in Deed Book 225, Pages 318-320, in the Office of the Clerk of Superior Court
of Tift County, Georgia.

432. That certain tract or parcel of land known as the "Waterloo Substation"
containing 0.91 acres, more or less, in Land Lot 78 of the 6th District of Tift
County, Georgia, per plat recorded in Plat Book 13, Page 111, in the Office of
the Clerk of Superior Court of Tift County, Georgia, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by a Warranty Deed from Avis L. Goodman,
dated April 25, 1980, and recorded in Deed Book 191, Page 769, in the Office of
the Clerk of Superior Court of Tift County, Georgia.

433. A 30% undivided interest in that certain tract or parcel of land
containing 906.65 acres, more or less, in the 43rd G.M.D. of Toombs County,
Georgia, being more particularly shown and delineated as Tract 4 on Plat of
Survey prepared by C. H. Wright and certified by C. H. Wright, Registered Land
Surveyor No. 1333, designated as "GEORGIA POWER COMPANY, LAND DEPARTMENT,
Property Map of Site Edwin I. Hatch-Nuclear Plant, Appling and Toombs Counties,
Georgia, for Oglethorpe Electric Membership Corporation and Georgia Power
Company, dated December 9, 1974," said plat being recorded in Plat Book 11,
Page 84, in the Office of the Clerk of Superior Court of Toombs County,
Georgia; and being that certain

<PAGE>

tract conveyed to Oglethorpe Electric Membership Corporation by General
Warranty Deed and Bill of Sale from Georgia Power Company, recorded in Deed
Book 134, Page 758, in the Office of the Clerk of Superior Court of Toombs
County, Georgia.

434. That certain tract or parcel of land known as the "Loop Road Substation"
containing 6.03 acres, more or less, in the 51st G.M.D. of Toombs County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated July 9, 1986,
recorded in Plat Book 20, Page 81, in the Office of the Clerk of Superior Court
of Toombs County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Margaret Deane Somers, dated August 21,
1986, and recorded in Deed Book 218, Page 237, in the Office of the Clerk of
Superior Court of Toombs County, Georgia.

435. That certain tract or parcel of land known as the "Lyons Substation"
containing 0.397 acres, more or less, in the 1536th G.M.D. of Toombs County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation
Easement from Altamaha Electric Membership Corporation, dated August 21, 1990,
and recorded in Deed Book 303, Page 11, and by Quitclaim Deed from Georgia
Power Corporation, dated December 19, 1990, and recorded in Deed Book 303, Page
15, in the Office of the Clerk of Superior Court of Toombs County, Georgia.

436. That certain tract or parcel of land known as the "Stanley Substation"
containing 4.088 acres, more or less, in the 43rd G.M.D. of Toombs County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Carey E. Treadwell, Registered Land Surveyor, dated August 17, 1973, recorded
in Plat Book 11, Page 2, Toombs County Records, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Georgia Power Company, dated August 11, 1975, and recorded in Deed Book 137,
Page 376, in the Office of the Clerk of Superior Court of Toombs County,
Georgia.

437. That certain tract or parcel of land known as the "Phillips Substation"
containing 2.984 acres, more or less, in the 1763rd G.M.D. of Treutlen County,
Georgia, and being more particularly shown and delineated on Plat of Survey
prepared by James R. Littlefield, Surveyor, Georgia Registration No. 1304,
dated January 2, 1976, recorded in Plat Book 4, Page 210, Office of the Clerk
of Superior Court of Treutlen County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Mrs. Kate Gillis Thompson, dated February 12, 1976, and recorded in Deed Book
47, Page 180, in the Office of the Clerk of Superior Court of Treutlen County,
Georgia.

438. That certain tract or parcel of land known as the "Soperton Substation"
containing 0.2123 acres, more or less, in the 1687th G.M.D. of Treutlen County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Substation
Easement from Altamaha Electric Membership Corporation, dated September 18,
1990, and recorded in Deed Book 68, Page 583, and by Quitclaim Deed from
Georgia Power Corporation, dated December 19, 1990, and recorded in Deed Book
68, Page 586, in the Office of the Clerk of Superior Court of Treutlen County,
Georgia.

439. That certain tract or parcel of land known as the "East LaGrange
Substation" containing 1.012 acres, more or less, in Land Lot 100 of the 6th
District of Troup County, Georgia, being more particularly shown and delineated
on Plat of Survey made by J. Hugh Camp and Associates, Registered Land
Surveyors, dated July 17, 1975, recorded in Plat Book 16, Page 66, Troup County
Records, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Troup County Electric Membership
Corporation, dated October 31, 1975, and recorded in Deed Book 314, Page 577,
in the Office of the Clerk of Superior Court of Troup County, Georgia.

<PAGE>

440. That certain tract or parcel of land known as the "Glassbridge
Substation" containing 1.71 acres, more or less, in Land Lot 153 of the 5th
District of Troup County, Georgia, being more particularly shown and delineated
on Plat of Survey recorded in Plat Book 15, Page 25, Troup County Records, and
being that certain tract conveyed to Oglethorpe Electric Membership Corporation
by Warranty Deed from Troup County Electric Membership Corporation, dated
October 31, 1975, and recorded in Deed Book 314, Page 575, in the Office of the
Clerk of Superior Court of Troup County, Georgia.

441. That certain tract or parcel of land known as the "North LaGrange
Substation" containing 7.48 acres, more or less, in Land Lot 8 of the 6th
District of Troup County, Georgia, being more particularly shown and delineated
on Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated January 28, 1988, last revised February 11, 1988, recorded in Plat
Book 30, Page 137, in the Office of the Clerk of Superior Court of Troup
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Nancy Green Tommie, dated February, 1988, and recorded in
Deed Book 507, Page 304, in the Office of the Clerk of Superior Court of Troup
County, Georgia, and by Warranty Deed from Mable Green Farrell, dated February
18, 1988, and recorded in Deed Book 507, Page 305, in the Office of the Clerk
of Superior Court of Troup County, Georgia.

442. That certain tract or parcel of land known as the "Tatum Substation"
containing 4.19 acres, more or less, in Land Lot 88 of the 5th District of
Troup County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
September 8, 1986, last revised October 17, 1986, recorded in Plat Book 28,
Page 70, in the Office of the Clerk of Superior Court of Troup County, Georgia,
and being that certain tract conveyed to Oglethorpe Power Corporation (An
Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Arnold W. Pike, dated November 5, 1986, and recorded in Deed Book 476,
Page 770, in the Office of the Clerk of Superior Court of Troup County,
Georgia; TOGETHER WITH a perpetual, non-exclusive easement over and across an
abutting 1.15 acre tract or parcel of land in Land Lot 88, 5th District of
Troup County, Georgia, per Plat Book 28, Page 70, in the Office of the Clerk of
Superior Court of Troup County, Georgia.

443. That certain tract or parcel of land known as the "Webb Road Substation"
containing 4.65 acres, more or less, in Land Lots 123 and 163, 5th District of
Troup County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 32, Page 214, in the Office of the Clerk of Superior
Court of Troup County, Georgia, and being that certain tract conveyed to
Oglethorpe Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Warranty Deed from Chattahoochee Valley Educational Foundation
dated October 25, 1989, and recorded in Deed Book 545, Page 436, in the Office
of the Clerk of the Superior Court of Troup County, Georgia.

444. That certain tract or parcel of land known as the "Amboy Substation"
containing 1.1982 acres, more or less, in Land Lot 193 of the 2nd District of
Turner County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 121, Page 635, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 121, Page 645, in the Office of the Clerk of Superior Court of Turner
County, Georgia.

445. That certain tract or parcel of land known as the "Asbury Substation"
containing 3.214 acres, more or less, in Land Lot 94 of the 356th G.M.D. of
Twiggs County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956,
dated September 22, 1977, recorded in Plat Book

<PAGE>

5, Page 97, in the Office of the Clerk of Superior Court of Twiggs County,
Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Hoyt E. Cannon, dated November 30,
1977, and recorded in Deed Book FF, Page 552, in the Office of the Clerk of
Superior Court of Twiggs County, Georgia.

446. That certain tract or parcel of land known as the "Danville Substation"
containing 3.04 acres, more or less, in Land Lot 74 of the 23rd District of
Twiggs County, Georgia, and being more particularly shown and delineated on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated November 10, 1983, recorded in Plat Book 7, Page 131, Twiggs County
Records, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Warranty Deed
from Estate of Joe Dupree, Isiah Dupree, Mary Dupree Coley, Estate of Louise
Dupree Mims, Edna Dupree Jefferson, Charity L. Dupree, Howard Dupree, Woodrow
W. Dupree and Lucious Dupree, dated October 9, 1984, and recorded in Deed Book
3A, Pages 739-742, in the Office of the Clerk of Superior Court of Twiggs
County, Georgia.

447. That certain tract or parcel of land known as the "Nord Kaolin
Substation" containing 3.494 acres, more or less, in Land Lot 30 of the 26th
District of Twiggs County, Georgia, being more particularly shown and
delineated on Plat of Survey made by Roland McCann, Georgia Registered Land
Surveyor No. 1752, dated July 11, 1989, revised October, 1989, recorded in Plat
Book 9, Page 180, in the Office of the Clerk of the Superior Court of Twiggs
County, Georgia, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Nord Kaolin Company, dated January 24, 1990, and recorded in
Deed Book 3-Y, Page 550, in the Office of the Clerk of the Superior Court of
Twiggs County, Georgia; TOGETHER WITH: a Slope Easement from Nord Kaolin
Company to Oglethorpe Power Corporation dated August 10, 1990 and recorded in
Deed Book 4A, Page 91, in the Office of the Clerk of Superior Court of Twiggs
County, Georgia.

448. That certain tract or parcel of land known as the "Reids Substation"
containing 3.16 acres, more or less, in Land Lot 147 of the 28th District of
Twiggs County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Warranty Deed from Georgia Power Company,
dated August 11, 1975, and recorded in Deed Book A-A, Page 513, in the Office
of the Clerk of Superior Court of Twiggs County, Georgia.

449. That certain tract or parcel of land known as the "Campton Substation"
containing 5.084 acres, more or less, in Land Lot 128 of the 454th and 419th
G.M.D. of Walton County, Georgia, being more particularly shown and delineated
on Plat of Survey prepared by Harris J. Romero, Georgia Registered Land
Surveyor No. 1958, dated July 10, 1977, recorded in Plat Book 22, Page 72, of
the Office of the Clerk of Superior Court of Walton County, Georgia, and being
that certain tract conveyed to Oglethorpe Electric Membership Corporation by
condemnation proceedings, Civil Action No. 11180, dated August 24, 1978, and
recorded in Minute Book 33, Pages 616-635, in the Office of the Clerk of
Superior Court of Walton County, Georgia.

450. That certain tract or parcel of land known as the "East Social Circle
Substation" containing 9.642 acres, more or less, in the 418th G.M.D. and in
Land Lot 38 of the 1st District of Walton County, Georgia, being more
particularly shown and delineated on Plat of Survey made by George M. Ingram,
Registered Surveyor No. 799, dated March 31, 1970, recorded in Plat Book 15,
Page 44, Walton County Records, and being that certain tract conveyed to
Oglethorpe Electric Membership Corporation by Warranty Deed from Georgia Power
Company, dated August 11, 1975, and recorded in Deed Book 123, Page 560, in the
Office of the Clerk of Superior Court of Walton County, Georgia.

451. That certain tract or parcel of land known as the "Split Silk
Substation" containing 0.29 acres, more or less, in the 415th G.M.D. of Walton
County, Georgia, being more particu-

<PAGE>

larly shown and delineated on Plat of Survey made by Roland McCann, Georgia
Registered Land Surveyor No. 1752, dated May 17, 1988, being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Limited Warranty Deed from Georgia Power Company,
dated September 23, 1988, and recorded in Deed Book 278, Pages 255-256, in the
Office of the Clerk of Superior Court of Walton County, Georgia.

452. That certain tract or parcel of land known as the "Manor Substation"
containing 12.57 acres, more or less, in Land Lot 365 of the 8th District of
Ware County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
April 27, 1990, recorded in Plat Book A, Page 1921, in the Office of the Clerk
of the Superior Court of Ware County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from The Estate of William J.
Hodges, the Estate of Willie M. Hodges, and Audrey C. Hodges, Individually,
dated June 28, 1990, and recorded in Deed Book 23A, Page 149, in the Office of
the Clerk of the Superior Court of Ware County, Georgia.

453. That certain tract or parcel of land known as the "Cedar Rock
Substation" containing 3.945 acres, more or less, in the 155th G.M.D. of Warren
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
February 19, 1986, last revised June 9, 1987, recorded in Plat Book 10, Page
38, in the Office of the Clerk of Superior Court of Warren County, Georgia, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Louise
R. Garrison, dated August 5, 1987, and recorded in Deed Book 4E, Page 5, in the
Office of the Clerk of Superior Court of Warren County, Georgia, and by
Warranty Deed from Martin Marietta Corporation, dated September 9, 1987, and
recorded in Deed Book 5E, Page 7, in the Office of the Clerk of Superior Court
of Warren County, Georgia.

454. That certain tract or parcel of land known as the "Jewell Substation"
containing 1.3746 acres, more or less, in the 154th G.M.D. of Warren County,
Georgia, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Limited
Warranty Deed from Georgia Power Company, dated December 19, 1990, and recorded
in Deed Book 5-M, Page 230, and by Quitclaim Deed from Georgia Power
Corporation, dated December 19, 1990, and recorded in Deed Book 5-M, Page 240,
in the Office of the Clerk of Superior Court of Warren County, Georgia.

455. That certain tract or parcel of land known as the "Brays Substation"
containing 2.93 acres, more or less, in the 89th G.M.D. of Washington County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Albert M. Wynn, Georgia Registered Land Surveyor No. 2178, dated November 17,
1992, recorded in Plat Book 1-T, Page 191, Washington County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from Ray
Outlaw and Grace L. Outlaw, dated January 15, 1993, and recorded in Deed Book
9-R, Page 323, in the Office of the Clerk of Superior Court of Washington
County, Georgia; SUBJECT TO an Easement for Ingress and Egress in favor of Carl
V. Sumner, Doris J. Sumner and Joe Sumner and recorded in Deed Book 9-R, Page
635, in the Office of the Clerk of Superior Court of Washington County,
Georgia.

456. That certain tract or parcel of land known as the "Deepstep Substation"
containing 3.35 acres, more or less, in the 99th G.M.D. of Washington County,
Georgia, being more particularly shown and delineated on Plat of Survey
prepared by James E. Mallett, Jr., Georgia Registered Land Surveyor No. 1983,
dated October 18, 1978, recorded in Plat Book X, Page 21, in the Office of the
Clerk of Superior Court of Washington County, Georgia, and being that

<PAGE>

certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Freeport Mineral Co. and Rhode Island Charities Trust, dated
January 10, 1977, and recorded in Deed Book 6-G, Pages 595-598, in the Office
of the Clerk of Superior Court of Washington County, Georgia.

457. That certain tract or parcel of land known as the "Riddleville
Substation" containing 2.58 acres, more or less, in the 1253rd G.M.D. of
Washington County, Georgia, being more particularly shown and delineated on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, dated June 17, 1983, recorded in Plat Book I-J, Page 103, Washington
County Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Cynthia C. Garrett, dated August 18, 1983, and recorded in
Deed Book 7-M, Page 392, in the Office of the Clerk of Superior Court of
Washington County, Georgia.

458. That certain tract or parcel of land known as the "Robin Springs
Substation" containing 8.13 acres, more or less, in the 97th G.M.D. of
Washington County, Georgia, being more particularly shown and delineated on
Plat of Survey made by Roland McCann, Georgia Registered Land Surveyor No.
1752, recorded in Plat Book I-G, Page 31, Washington County Records, and being
that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Warehouse & Realty Corporation, dated July 1, 1982, and recorded in Deed Book
7-G, Pages 217-218, in the Office of the Clerk of Superior Court of Washington
County, Georgia, and by Warranty Deed from Mrs. T. I. Harrison and Dorothy Jean
King, dated July 15, 1982, and recorded in Deed Book 7-G, Page 358, in the
Office of the Clerk of Superior Court of Washington County, Georgia.

459. That certain tract or parcel of land known as the "Tennille Substation"
containing 0.60 acres, more or less, in the 1488th District of Washington
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Warranty Deed from Georgia Power Company, dated
August 11, 1975, and recorded in Deed Book 6-A, Page 824, in the Office of the
Clerk of Superior Court of Washington County, Georgia.

460. That certain tract or parcel of land known as the "Screven Substation"
containing 0.97 acres, more or less, in Land Lot 479 of the 4th District of
Wayne County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
May 27, 1987, recorded in Plat Book 20, Page 68, in the Office of the Clerk of
Superior Court of Wayne County, Georgia, and being that certain tract conveyed
to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from The Satilla Rural Electric
Membership Corporation, dated November 18, 1987, and recorded in Deed Book 260,
Page 231, in the Office of the Clerk of Superior Court of Wayne County,
Georgia.

461. That certain tract or parcel of land known as the "Screven Substation"
containing 1.4347 acres, more or less, in Land Lot 479 of the 4th District of
Wayne County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by David S. Page, Surveyor, dated December 17, 1961, recorded
in Deed Book 97, Page 594, in the Office of the Clerk of Superior Court of
Wayne County, Georgia, and being that certain tract conveyed to Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation) by Limited Warranty Deed from Georgia Power Company, dated
December 19, 1990, and recorded in Deed Book 290, Page 35, and by Quitclaim
Deed from Georgia Power Corporation, dated December 19, 1990, and recorded in
Deed Book 290, Page 45, in the Office of the Clerk of Superior Court of Wayne
County, Georgia.

462. That certain tract or parcel of land known as the "Long Branch
Substation" containing 2.250 acres, more or less, in Land Lot 124 of the 18th
District of Webster County, Georgia, being more particularly shown and
delineated on Plat of Survey prepared by Hugh W. Mercer,

<PAGE>

Jr., Surveyor, Georgia Registration No. 1890, dated February 24, 1976, recorded
in Plat Book 2, Page 43, Office of the Clerk of Superior Court of Webster
County, Georgia, and being that certain tract conveyed to Oglethorpe Electric
Membership Corporation by Z. J. Monkus a/k/a Zack M. Monkus, Jr., dated April
12, 1976, and recorded in Deed Book 53, Folio 209, in the Office of the Clerk
of Superior Court of Webster County, Georgia.

463. That certain tract or parcel of land known as the "Alamo Substation"
containing 3.67 acres, more or less, in Land Lot 69 of the 11th District of
Wheeler County, Georgia, being more particularly shown and delineated on Plat
of Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated January 12, 1989, recorded in Plat Book 6, Page 164, Wheeler County
Records, and being that certain tract conveyed to Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation) by
Warranty Deed from Benjamin O. Sharpton, dated May 22, 1990, and recorded in
Deed Book 73, Page 443, in the Office of the Clerk of Superior Court of Wheeler
County, Georgia.

464. That certain tract or parcel of land known as the "Helen Substation"
containing 10.28 acres, more or less, in Land Lot 42 of the 3rd District of
White County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated
October 20, 1983, recorded in Plat Book 18, Page 6, White County Records, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from
Josephine Harriman Collins, dated March 8, 1984, and recorded in Deed Book 6-Q,
Pages 307-309, in the Office of the Clerk of Superior Court of White County,
Georgia.

465. That certain tract or parcel of land known as the "Leaf Substation"
containing 3.07 acres, more or less, in Land Lot 162 of the 2nd District of
White County, Georgia, being more particularly shown and delineated on Plat of
Survey made by Roland McCann, Georgia Registered Land Surveyor No. 1752,
recorded in Plat Book 15, Page 114, White County Records, and being that
certain tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by Warranty Deed from Hubert Wade and
Homer Wade, dated January 20, 1982, and recorded in Deed Book 5-W, Pages
487-488, in the Office of the Clerk of Superior Court of White County, Georgia,
and by Warranty Deed from W. J. Standridge, dated January 20, 1982, and
recorded in Deed Book 5-W, Pages 494-495, in the Office of the Clerk of
Superior Court of White County, Georgia.

466. That certain tract or parcel of land known as the "Whittle Substation"
containing 11.03 acres, more or less, in Land Lot 131 of the 1st District of
Wilcox County, Georgia, being more particularly shown and delineated on Plat of
Survey prepared by Roland McCann, Georgia Registered Land Surveyor No. 1752,
dated July 10, 1979, recorded in Plat Book 6, Page 20, of the Office of the
Clerk of Superior Court of Wilcox County, Georgia, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Fanny Lou R. Mashburn, James W.
Mashburn Jr., and Samuel Reid Mashburn dated July 9, 1979, and recorded in Deed
Book 103, Page 183, in the Office of the Clerk of Superior Court of Wilcox
County, Georgia.

467. That certain tract or parcel of land known as the "Delhi Substation"
containing 5.60 acres, more or less, in the 180th G.M.D. of Wilkes County,
Georgia, being more particularly shown and delineated on Plat of Survey made by
Roland McCann, Georgia Registered Land Surveyor No. 1752, dated March 15, 1984,
recorded in Plat Book 8, Page 4, Wilkes County Records, and being that certain
tract conveyed to Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) by two Warranty Deeds, the first from
the Estate of W. Allen Thurmond, dated May 1, 1984, recorded in Deed Book 119,
Pages 778-779, in the Office of the Clerk of Superior Court of Wilkes County,
Georgia, and the second from W. R. Graham, dated May 4, 1984, recorded in Deed
Book 119, Pages 822-823, in the Office of the Clerk of Superior Court of Wilkes
County, Georgia; LESS AND EXCEPT: 0.261 acres, more

<PAGE>

or less, conveyed by Right-of-Way Deed from Oglethorpe Power Corporation to
Wilkes County, Georgia, dated January 13, 1988 and recorded in Deed Book 129,
Page 646, in the Office of the Clerk of Superior Court of Wilkes County,
Georgia.

468. That certain tract or parcel of land known as the "Rayle Substation"
containing 3.191 acres, more or less, in the 171st G.M.D. of Wilkes County,
Georgia, being more particularly shown and delineated on Plat of Survey
prepared by Harris J. Romero, Georgia Registered Land Surveyor No. 1956, dated
August 20, 1977, recorded in Plat Book 7, Page 77, in the Office of the Clerk
of Superior Court of Wilkes County, Georgia, and being that certain tract
conveyed to Oglethorpe Electric Membership Corporation by Warranty Deed from
Frances Armour Barnett, dated November 16, 1977, and recorded in Deed Book 104,
Page 372, in the Office of the Clerk of Superior Court of Wilkes County,
Georgia.

469. That certain tract or parcel of land known as the "Washington City No. 2
Substation" containing 1.24 acres, more or less, in the 164th G.M.D. of Wilkes
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, recorded in
Plat Book 8, Page 170, Wilkes County Records, and being that certain tract
conveyed to Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) by Warranty Deed from Osborne Hamilton Reynolds,
James McKendree Reynolds and Ann Carol Reynolds Gordon a/k/a Anne Reynolds
Gordon f/k/a Ann Carol Reynolds, dated February 2, 1989, and recorded in Deed
Book 133, Page 340, in the Office of the Clerk of Superior Court of Wilkes
County, Georgia, and by Limited Warranty Deed from Federal Paper Board Company,
Inc., a New York Corporation, successor by Merger to KMI Continental Bleached
Products, Inc., a Delaware Corporation, dated May 18, 1989, and recorded in
Deed Book 133, Pages 846-847, in the Office of the Clerk of Superior Court of
Wilkes County, Georgia.

470. That certain tract or parcel of land known as the "Washington
Substation" containing 0.317 acres, more or less, in the 164th G.M.D. of Wilkes
County, Georgia, being more particularly shown and delineated on Plat of Survey
made by Roland McCann, Georgia Registered Land Surveyor No. 1752, dated August
27, 1990, and being that certain tract conveyed to Oglethorpe Power Corporation
(An Electric Membership Generation & Transmission Corporation) by Easement
Agreement from Georgia Power Company dated May 30, 1991, and recorded in Deed
Book 141, Page 407, in the Office of the Clerk of Superior Court of Wilkes
County, Georgia.

471. That certain tract or parcel of land known as the "Lords Substation"
containing 3.156 acres, more or less, in Land Lot 231 of the 330th G.M.D. of
Wilkinson County, Georgia, being more particularly shown and delineated on Plat
of Survey prepared by Harris J. Romero, Georgia Registered Land Surveyor No.
1956, dated January 12, 1978, recorded in Plat Book 9, Page 136, in the Office
of the Clerk of Superior Court of Wilkinson County, Georgia, and being that
certain tract conveyed to Oglethorpe Electric Membership Corporation by
Warranty Deed from Lillie Hall Cottier, dated March 6, 1978, and recorded in
Deed Book 146, Folio 86, in the Office of the Clerk of Superior Court of
Wilkinson County, Georgia, and by Warranty Deed from W. B. Lord, dated March 3,
1978, and recorded in Deed Book 146, Folio 84, in the Office of the Clerk of
Superior Court of Wilkinson County, Georgia.

472. That certain tract or parcel of land known as the "Wilco Substation"
containing 2.0 acres, more or less, in Land Lot 100 of the 4th District of
Wilkinson County, Georgia, and being that certain tract conveyed to Oglethorpe
Electric Membership Corporation by Quitclaim Deed and Bill of Sale from Georgia
Power Company, dated August 11, 1975, and recorded in Deed Book 135, Page 25,
in the Office of the Clerk of Superior Court of Wilkinson County, Georgia.

473. That certain tract or parcel of land known as the "Doles Substation"
containing 12.651 acres, more or less, in Land Lots 58 and 71 of the 16th
District of Worth County, Georgia,

<PAGE>

being more particularly shown and delineated on Plat of Survey made by Roland
McCann, Georgia Registered Land Surveyor No. 1752, dated February 18, 1991, and
being that certain tract conveyed to Oglethorpe Power Corporation (An Electric
Membership Generation & Transmission Corporation) by Warranty Deed from R. B.
Giddens, dated May 17, 1991, and recorded in Deed Book 280, Page 76, in the
Office of the Clerk of the Superior Court of Worth County, Georgia.

TOGETHER WITH all plants, works, structures, erections, buildings, fixtures
and improvements now or hereafter located on any of the properties mentioned
above, and all tenements, hereditaments and appurtenances now or hereafter
thereunto belonging or in any wise appertaining.

The plats mentioned above and descriptions thereon are hereby by reference
made a part hereof as though fully set forth herein at length.

AND ALSO including, without limitation:

All right, title and interest of the Mortgagor in, to and under any and all
grants, privileges, rights of way and easements now owned, held, leased,
enjoyed or exercised, or which may hereafter be owned, held, leased, acquired,
enjoyed or exercised, by the Mortgagor for the purposes of, or in connection
with, the construction or operation by or on behalf of the Mortgagor of
electric transmission or distribution lines, or systems whether underground or
overhead or otherwise, or of any electric generating plant, wherever located;

III

All right, title and interest of the Mortgagor in, to and under any and all
licenses, franchises, ordinances, privileges and permits heretofore granted,
issued or executed, or which may hereafter be granted, issued or executed, to
it or to its assignors by the United States of America, or by any state, or by
any county, township, municipality, village or other political subdivision
thereof, or by any agency, board, commission or department of any of the
foregoing, authorizing the construction, acquisition, or operation of electric
transmission or distribution lines, or systems, or any electric generating
plant or plants, insofar as the same may by law be assigned, granted,
bargained, sold, conveyed, transferred, mortgaged, or pledged;

All right, title and interest of the Mortgagor in, to and under any and all
contracts heretofore or hereafter executed by and between the Mortgagor and any
person, firm, corporation or governmental body or agency providing for or
relating to the purchase, sale, exchange or transmission of electric power or
energy by the Mortgagor together with any and all other accounts, contract
rights and general intangibles (as such terms are defined in the applicable
Uniform Commercial Code) heretofore or hereafter acquired by the Mortgagor,
including, without limitation, the following accounts, contract rights and
general intangibles:

WHOLESALE POWER CONTRACTS

Wholesale Power Contract between Altamaha Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

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Wholesale Power Contract between Amicalola Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Canoochee Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Carroll Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Central Georgia Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No.
1 to Wholesale Power Contract dated May 12, 1980, and as amended and
consolidated by that certain Amended and Consolidated Wholesale Power Contract,
dated as of December 1, 1988.

Wholesale Power Contract between Coastal Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Cobb Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Colquitt Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Coweta-Fayette Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No.
1 to Wholesale Power Contract dated May 12, 1980, and as amended and
consolidated by that certain Amended and Consolidated Wholesale Power Contract,
dated as of December 1, 1988.

Wholesale Power Contract between Douglas County Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No.
1 to Wholesale Power Contract dated May 12, 1980, and as amended and
consolidated by that certain Amended and Consolidated Wholesale Power Contract,
dated as of December 1, 1988, between GreyStone Power Corporation, An Electric
Membership Corporation (formerly known as Douglas County Electric Membership
Corporation) and Mortgagor.

Wholesale Power Contract between Excelsior Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Flint Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

<PAGE>

Wholesale Power Contract between Grady County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Habersham Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Hart County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Irwin County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Jackson Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Jefferson Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Lamar Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Little Ocmulgee Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No.
1 to Wholesale Power Contract dated May 12, 1980, and as amended and
consolidated by that certain Amended and Consolidated Wholesale Power Contract,
dated as of December 1, 1988.

Wholesale Power Contract between Middle Georgia Electric Membership
Corporation and Mortgagor dated August 20, 1974, as amended by Amendment No. 1
to Wholesale Power Contract dated May 12, 1980, and as amended and consolidated
by that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Mitchell Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Ocmulgee Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

<PAGE>

Wholesale Power Contract between Oconee Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Okefenoke Rural Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No.
1 to Wholesale Power Contract dated May 12, 1980, and as amended and
consolidated by that certain Amended and Consolidated Wholesale Power Contract,
dated as of December 1, 1988.

Wholesale Power Contract between Pataula Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Planters Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Rayle Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Satilla Rural Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No.
1 to Wholesale Power Contract dated May 12, 1980, and as amended and
consolidated by that certain Amended and Consolidated Wholesale Power Contract,
dated as of December 1, 1988.

Wholesale Power Contract between Sawnee Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Slash Pine Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Snapping Shoals Electric Membership
Corporation and Mortgagor dated September 5, 1974, as amended by Amendment No.
1 to Wholesale Power Contract dated May 12, 1980, and as amended and
consolidated by that certain Amended and Consolidated Wholesale Power Contract,
dated as of December 1, 1988.

Wholesale Power Contract between Sumter Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Three Notch Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

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Wholesale Power Contract between Tri-County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Troup County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988, between Troup Electric Membership Corporation (formerly known
as Troup County Electric Membership Corporation) and Mortgagor.

Wholesale Power Contract between Upson County Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Wholesale Power Contract between Walton Electric Membership Corporation and
Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to Wholesale
Power Contract dated May 12, 1980, and as amended and consolidated by that
certain Amended and Consolidated Wholesale Power Contract, dated as of December
1, 1988.

Wholesale Power Contract between Washington Electric Membership Corporation
and Mortgagor dated September 5, 1974, as amended by Amendment No. 1 to
Wholesale Power Contract dated May 12, 1980, and as amended and consolidated by
that certain Amended and Consolidated Wholesale Power Contract, dated as of
December 1, 1988.

Also, all right, title and interest of the Mortgagor in and to all other
property, real or personal, tangible or intangible, of every kind, nature and
description, and wheresoever situated, now owned or hereafter acquired by the
Mortgagor, including all chattel paper, leases, subleases, and rights under
agreements for the charter or subcharter of ships or other vessels, it being
the intention hereof that all such property now owned but not specifically
described herein or acquired or held by the Mortgagor after the date hereof
shall be as fully embraced within and subjected to the lien hereof as if the
same were now owned by the Mortgagor and were specifically described herein to
the extent only, however, that the subjection of such property to the lien
hereof shall not be contrary to law;

Together with all rents, income, revenues, profits, proceeds and benefits at
any time derived, received or had from any and all of the above-described
property of the Mortgagor; PROVIDED, HOWEVER, that except as provided in
section 13(b) of article II of this Mortgage, no automobiles, trucks, trailers,
tractors, aircraft, ships or other vehicles owned or used by the Mortgagor
shall be included in the Mortgaged Property; and PROVIDED, FURTHER, HOWEVER,
that the Construction Fund, Reserve Fund, and Bond Fund as established under
each of the Pollution Control Bond Indentures are not property of the Mortgagor
and are not included in the Mortgaged Property.

TO HAVE AND TO HOLD all and singular the Mortgaged Property unto the
Mortgagees and their respective assigns forever, to secure equally and ratably
the payment of the principal of and interest on the notes, according to their
tenor and effect, without preference, priority or distinction as to interest or
principal (except as otherwise specifically provided herein) or as to lien or
otherwise of any note over any other note by reason of the priority in time of
the execution, delivery or maturity thereof (or any instrument securing such
note) or of the assignment or negotiation thereof, or otherwise (except as
otherwise specifically provided herein), and

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to secure the due performance of the covenants, agreements and provisions
herein, in the notes (including, in the case of Guaranteed Notes, the promise
to pay and other covenants and agreements of the Mortgagor to the Government),
and in the REA Loan Contract, the CoBank Loan Agreements, the Credit Agreement
and the Pollution Control Loan Agreements contained, and for the uses and
purposes and upon the terms, conditions, provisions and agreements hereinafter
expressed and declared.

ARTICLE I

ADDITIONAL NOTES

SECTION 1. The Mortgagor, when authorized by resolution or resolutions of its
board of directors, may from time to time (1) execute and deliver one or more
Additional REA Notes or one or more Additional Guaranteed Notes to evidence (a)
loans made by the Government, acting through the Administrator, to the
Mortgagor, (b) indebtedness of the Mortgagor incurred by the assumption by the
Mortgagor of the indebtedness of a third party or parties to the Government
created by a loan or loans theretofore made by the Government, acting through
the Administrator, to such third party or parties, (c) obligations of the
Mortgagor to the Government incurred by the assumption by the Mortgagor of
indebtedness of a third party or parties to another third party or parties the
repayment of which is guaranteed by the Government pursuant to the Act, or (d)
obligations of the Mortgagor to the Government on account of the guaranteeing
by the Government, pursuant to the Act, of the repayment by the Mortgagor of a
loan or loans made by a third party or parties to the Mortgagor; (2) execute
and deliver to the Trustees one or more Additional Pollution Control Notes
pursuant to the respective Pollution Control Loan Agreements; PROVIDED,
HOWEVER, that no Additional Pollution Control Notes shall be executed and
delivered without the prior written consent of the Government; (3) execute and
deliver to CoBank one or more Additional CoBank Notes to evidence loans made by
CoBank; PROVIDED, HOWEVER, that no Additional CoBank Notes shall be executed
and delivered without the prior written consent of the Government; and (4)
execute and deliver to the Credit Bank one or more Additional Credit Bank Notes
to evidence obligations of the Mortgagor to the Credit Bank; PROVIDED, HOWEVER,
that no Additional Credit Bank Notes shall be executed and delivered without
the prior written consent of the Government. The Mortgagor, when authorized by
resolution or resolutions of its board of directors, may also from time to time
execute and deliver one or more Additional Notes to refund any note or notes at
the time outstanding and secured hereby, or in renewal of, or in substitution
for, any such outstanding note or notes. Additional Notes shall contain such
provisions and shall be executed and delivered upon such terms and conditions
as the board of directors of the Mortgagor in the resolution or resolutions
authorizing the execution and delivery thereof and the relevant lender shall
prescribe; PROVIDED, HOWEVER, that the notes and other obligations at any one
time secured hereby shall not exceed in the aggregate principal amount the
Maximum Debt Limit as from time to time amended, and no note shall mature more
than fifty (50) years after the date hereof. Additional Notes, when and as
executed and delivered, shall be secured by this Mortgage, equally and ratably
with all other notes at the time outstanding, without preference, priority, or
distinction of any of the notes over any other of the notes by reason of the
priority of the time of the execution, delivery or maturity thereof or of the
assignment or negotiation thereof. Notwithstanding the foregoing provisions of
this section 1, no Additional Note shall be executed and delivered without the
prior written consent of the Government and the Credit Bank if, at the time of
such execution and delivery, there exists an "event of default" described in
article III, section 1(a) or an "event of default" described in article III,
section 1(d) as a result of the Mortgagor's failure to comply with the
provisions of article II, sections 15 or 15A.

SECTION 2. The Mortgagor, when authorized by resolution or resolutions of its
board of directors, may from time to time execute, acknowledge, deliver, record
and file mortgages supplemental to this Mortgage which thereafter shall form a
part hereof, for the purpose of

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formally confirming this Mortgage as security for the notes. Nothing herein
contained shall require the execution and delivery by the Mortgagor of a
supplemental mortgage in connection with the issuance hereunder or the securing
hereby of notes except as hereinafter provided in section 13 of article II
hereof.

ARTICLE II

PARTICULAR COVENANTS OF THE MORTGAGOR

The Mortgagor covenants with the Mortgagees and the holders of notes secured
hereby (hereinafter sometimes collectively called the "noteholders") and each
of them as follows:

SECTION 1. The Mortgagor is duly authorized under its articles of
incorporation and by-laws and the laws of the State of its incorporation and
all other applicable provisions of law to execute and deliver the Outstanding
Notes, the First Pollution Control Notes, the First CoBank Transmission Note,
the Second CoBank Transmission Note, the First Credit Bank Note and this
Mortgage and to execute and deliver Additional Notes; and all corporate action
on its part for the execution and delivery of the Outstanding Notes, the First
Pollution Control Notes, the First CoBank Transmission Note, the Second CoBank
Transmission Note, the First Credit Bank Note and this Mortgage has been duly
and effectively taken; and the Outstanding Notes, the First Pollution Control
Notes, the First CoBank Transmission Note, the Second CoBank Transmission Note,
the First Credit Bank Note and this Mortgage are, or when executed and
delivered will be, the valid and enforceable obligations of the Mortgagor in
accordance with their respective terms.

SECTION 2. The Mortgagor warrants that it has good right and lawful authority
to mortgage the property described in the granting clauses of this Mortgage for
the purposes herein expressed, and that the said property [except the real
property described in I, item 129 of the property descriptions and the
improvements thereon (the "Headquarters Facility")] is free and clear of any
deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the
title thereto, except the lien of this Mortgage and Permitted Encumbrances (as
defined below). The Mortgagor will, so long as any of the notes shall be
outstanding, maintain and preserve the lien of this Mortgage superior to all
other liens affecting the Mortgaged Property except Permitted Encumbrances and
except for the lien of that certain Security Deed and Security Agreement dated
as of April 29, 1983, between the Mortgagor and CoBank covering the
Headquarters Facility (the "Headquarters Mortgage"), and will forever warrant
and defend its title to the property described as being mortgaged hereby to the
Mortgagees against any and all claims and demands whatsoever except Permitted
Encumbrances and the Headquarters Mortgage. The Mortgagor will promptly pay or
discharge any and all obligations for or on account of which any such lien or
charge might exist or could be created (except for the lien of the Headquarters
Mortgage) and any and all lawful taxes, rates, levies, assessments, liens,
claims or other charges imposed upon or accruing upon any of the Mortgagor's
property (whether taxed to the Mortgagor or to any noteholder), or the
franchises, earnings or business of the Mortgagor, as and when the same shall
become due and payable; and whenever called upon so to do the Mortgagor will
furnish to the Mortgagees or to any noteholder adequate proof of such payment
or discharge; PROVIDED, HOWEVER, that this section 2 of article II shall not be
deemed to require the payment or discharge of any Permitted Encumbrances.

As used herein, the term "Permitted Encumbrances" shall mean:

(a) any mortgages, liens or other encumbrances created by other than the
Mortgagor, and any renewal or extension of any such lien, mortgage or other
encumbrance, which are liens upon property in, on, or over which the Mortgagor
has easements or rights-of-way for towers, poles, wires, conduits, mains,
transmission lines, distribution lines, metering stations, or for

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similar purposes and which secure indebtedness which has not been issued,
assumed, or guaranteed by the Mortgagor and on which the Mortgagor does not
customarily pay interest charges;

(b) contractors', subcontractors', mechanics', materialmen's, laborers',
carriers' and other like liens not filed of record and charges not delinquent
incident to current construction or arising in the ordinary course of business
and liens incident to such construction and operation which shall have been
filed of record but which are being contested by the Mortgagor in good faith
and have not proceeded to final judgment, provided the Mortgagor shall have set
aside on its books adequate reserves with respect thereto;

(c) liens for taxes, assessments or governmental charges not then delinquent,
undetermined liens for charges incidental to construction, and liens for taxes,
assessments or governmental charges then delinquent but the validity of which
is being contested by the Mortgagor in good faith, provided the Mortgagor shall
have set aside on its books adequate reserves with respect thereto;

(d) rights reserved to or vested in any municipality or public authority by
the terms of any right, power, franchise, grant, license, permit, or by any
valid provision of law, to terminate such right, power, franchise, grant,
license, or permit; any valid right under any provision of law to purchase or
recapture or to designate a purchaser of any of the property of the
Mortgagor; and rights reserved to or vested in any municipality or public
authority to use, control, or regulate any property of the Mortgagor which do
not materially impair the use of such property in the operation of the business
of the Mortgagor;

(e) duties or obligations affecting the property of the Mortgagor to any
municipality or public authority with respect to any franchise, grant, license
or permit;

(f) easements, restrictions, exceptions or reservations in any property
and/or rights-of-way of the Mortgagor for the purpose of railroads, roads,
pipelines, transmission lines, telephone and telegraph lines, and for other
like purposes;

(g) restrictions, covenants, defects, irregularities and deficiencies in
titles to any easements or rights-of-way of the Mortgagor for towers, poles,
wires, conduits, mains, transmission lines, distribution lines, metering
stations or for similar purposes, and restrictions, covenants, defects,
irregularities and deficiencies in titles to any other property to the extent
consented to in writing by the Government;

(h) any liens of any person arising on account of the ownership of an
undivided interest in property with the Mortgagor, which relate to amounts
which are not due and payable, or which are being contested by the Mortgagor in
good faith, provided the Mortgagor shall have set aside on its books adequate
reserves with respect thereto;

(i) liens in respect of judgments or awards with respect to which the
Mortgagor shall in good faith currently be prosecuting an appeal or proceeding
for review and with respect to which the Mortgagor shall have secured a stay of
execution pending such appeal or proceeding for review, provided the Mortgagor
shall have set aside on its books adequate reserves with respect thereto;

(j) liens reserved in leases for rent and for compliance with the terms of
the leases in the case of leasehold estates;

(k) rights of the United States of America, of any political subdivision
thereof or of the public in and to those parts of the Mortgaged Property which
are constructed in, on or over any civil airway or navigable water;

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(l) deposits or pledges to secure payment of workmen's compensation,
unemployment insurance, old age pensions or other social security; and

(m) deposits or pledges to secure performance of bids, tenders, contracts
(other than contracts for the payment of borrowed money), leases, public or
statutory obligations, surety or appeal bonds, or other deposits or pledges for
purposes of like general nature in the ordinary course of business;

PROVIDED, HOWEVER, that none of the foregoing shall be deemed to be a Permitted
Encumbrance to the extent that its existence shall interfere in any material
respect with the use or operation of the Mortgaged Property or any part
thereof.

SECTION 3. Except for Permitted Encumbrances, as defined in section 2 of this
article II, and except to secure (i) loans to the Mortgagor, or to a third
party or parties the obligations of which is assumed by the Mortgagor, made or
guaranteed by the Government, (ii) CoBank Notes, (iii) Pollution Control Notes,
or (iv) Credit Bank Notes, in each case made or issued in the manner specified
in section 1 of article I hereof, the Mortgagor will not except in accordance
with the provisions of sections 5 or 7 of this article II, charge, assign,
pledge, mortgage or otherwise encumber or permit to be encumbered any of its
property, real or personal, tangible or intangible, wheresoever located, which
at the time is, or at any time may become, subject to the lien of this
Mortgage, except that (a), subject to the following sentence, in the event that
the Mortgagor shall have duly applied for a loan from another lender or lenders
which the Government shall have in writing approved and determined to be
financially feasible for the Mortgagor, then the Mortgagor may obtain a
commitment for such loan from such other lender or lenders and agree, if the
Government consents thereto, to so encumber its property by amending this
Mortgage to secure under this Mortgage, in such manner as the Government shall
prescribe, the evidence of such loan from such other lender or lenders, and in
such event each of the Credit Bank, the Trustees and CoBank shall be required
to consent to and execute and deliver an amendment or amendments to this
Mortgage, or such other instrument or instruments as may be appropriate, in
order to secure the evidence of such loan under this Mortgage and, if necessary
in connection therewith, to add to the Mortgagees secured under this Mortgage
one or more additional parties and to make such other amendments and
modifications as shall be required in connection therewith; PROVIDED, HOWEVER,
that so long as the Government shall be a noteholder for purposes of this
Mortgage no such lender or lenders shall receive greater rights and powers than
those granted to the Government under this Mortgage and PROVIDED, FURTHER, that
no such other lender or lenders, other than a lender or lenders holding
beneficially obligations exceeding $5,000,000 in principal amount or holding as
fiduciary or as fiduciary and beneficially for itself and no more than 200
other persons obligations exceeding $25,000,000 in principal amount, shall
receive greater rights or powers than those granted the Credit Bank and the
Trustees under this Mortgage and PROVIDED, FURTHER, HOWEVER, that no lender or
lenders, other than the Government or a lender or lenders holding
beneficially, as a fiduciary, or as a fiduciary and beneficially for itself and
no more than 25 other persons, obligations in a principal amount greater than
the principal of all indebtedness of the Mortgagor to CoBank then secured under
this Mortgage and having a term of at least ten (10) years, shall receive
greater rights or powers than those granted to CoBank under this Mortgage and
(b) the Mortgagor may with the prior written consent of the Government so
charge, assign, pledge, mortgage or otherwise encumber any such property on a
basis subordinate to the lien of this Mortgage. Except with the approval in
writing of all noteholders, the Mortgagor will not so charge, assign, pledge,
mortgage or otherwise encumber its property to secure prior to or on a parity
with the notes secured under this Mortgage any indebtedness arising under any
Other Financing Arrangement.

SECTION 4. The Mortgagor will duly and punctually pay the principal of,
interest on, and any and all other amounts payable under the notes at the dates
and places and in the

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manner provided therein, according to the true intent and meaning thereof, and
all other sums becoming due to the Mortgagees hereunder. The Mortgagor may at
any time make prepayments, on account of all or part of the principal of the
notes, to the extent and in the manner provided therein and in the REA Loan
Contract, the CoBank Loan Agreements, the Credit Agreement, and each of the
Pollution Control Loan Agreements set forth; PROVIDED, HOWEVER, that except in
the case of any prepayment required under the provisions of section 5, section
6(b), section 8(b) or section 17 of this article II or under the provisions of
section 5 of article III or any prepayment permitted to be made under the
Pollution Control Bond Indentures with moneys in the respective Construction
Funds established thereunder, any prepayment of the Pollution Control Notes or
the Credit Bank Notes shall be made only upon the consent in writing of the
Government and PROVIDED, FURTHER, that (i) any prepayment of any of the CoBank
Notes shall be accompanied by a simultaneous prepayment of each of the REA
Notes or Guaranteed Notes issued in connection with such CoBank Note as a
result of a Contemporaneous Loan, all as hereinafter set forth and (ii) any
prepayment of any of the REA Notes or Guaranteed Notes shall be accompanied by
a simultaneous prepayment of each of the CoBank Notes issued in connection with
such REA Note or Guaranteed Note as a result of a Contemporaneous Loan, all as
hereinafter set forth (at the premium, if any, prescribed in the CoBank Loan
Agreements). A prepayment which is required to be apportioned between a CoBank
Note on the one hand and an REA Note or Guaranteed Note on the other hand under
the above proviso shall be apportioned according to the proportions which the
unpaid principal amount of such CoBank Note and the unpaid principal amount of
such REA Note or Guaranteed Note respectively, bear to the aggregate unpaid
principal amount of such CoBank Note and the REA Note or Guaranteed Note on the
date of prepayment and shall be applied to such notes and installments thereof
as may be designated by the respective noteholders at the time of any such
prepayment.

For purposes of this section 4, delivery by the Mortgagor of any note which
refunds, renews or is in substitution for a note pursuant to article I, section
1 shall not be considered a prepayment hereunder. For purposes of this section
4, the term prepayment shall not include the payment of any obligations owed
under any note by reason of acceleration as permitted by article III of this
Mortgage.

SECTION 5. (a) The Mortgagor will, at all times, so long as any of the notes
shall be outstanding, take or cause to be taken all such action as from time to
time may be necessary to preserve its corporate existence and to preserve and
renew all franchises, rights of way, easements, permits and licenses as shall
be necessary or advisable for the conduct of any material portion of its
business or as shall be required by the Government, and will comply in all
material respects with all valid laws, ordinances, regulations and requirements
if the failure to comply therewith would have a material adverse affect on the
condition (financial or otherwise) of the Mortgagor or otherwise to the extent
required by the Government.

(b) The Mortgagor will not consolidate with or merge into any other
corporation or permit any other corporation to merge into the Mortgagor or
acquire all or substantially all of the business or assets of another
corporation if such acquisition is analogous in purpose or effect to a merger
or consolidation, (i) without the approval in writing of the Government, and
(ii) unless the corporation surviving such transaction shall continue to be
liable for or shall have assumed the payment of the notes and the performance
of the Mortgagor's covenants in this Mortgage, without the approval in writing
of the majority noteholders.

(c) The Mortgagor will not, except in accordance with the following
provisions (aa) or (bb) of this section 5 or the provisions of section 7 of
this article II, as applicable, sell, lease as lessor, transfer or mortgage,
convey by deed to secure debt, pledge or encumber other than under the

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lien hereof (or make any agreement therefore) any capital asset or Mortgaged
Property; PROVIDED, HOWEVER, that:

(aa) The Mortgagor may at any time and from time to time sell, lease as
lessor or transfer, in each case free and clear of the lien and operation
of this Mortgage, any capital asset the fair market value of which is less
than $50,000, provided that the aggregate fair market value of assets so
sold, leased or transferred in any 12-month period is less than $200,000
and the proceeds of such sale, lease or transfer, less ordinary and
reasonable expenses incident to such transaction, are immediately (i)
applied as a prepayment of the notes, pro rata according to the aggregate
then outstanding principal amount of the notes, to such installments thereof
as may be designated by the respective noteholders at the time of any such
prepayment, (ii) in the case of dispositions of equipment, materials or
scrap, applied to the purchase of other property useful in the Mortgagor's
business, not necessarily of the same kind as the property disposed of,
which shall forthwith become subject to the lien of this Mortgage or (iii)
set aside as a deposit in the construction fund contemplated by Account
Number 131.2;

(bb) Upon the consent of the Government and without obtaining the consent
of CoBank, the Credit Bank or any of the Trustees, so long as no event of
default (as defined in section 1 of article III hereof) has occurred and is
continuing or would result therefrom, (i) the Mortgagor may sell, lease as
lessor, transfer or mortgage, convey by deed to secure debt, pledge or
encumber other than under the lien hereof, free and clear of the lien and
operation of this Mortgage, any property of whatever nature and description
and whenever constructed or acquired, and (ii) this Mortgage may be amended
or any provision hereof waived in order (1) to effect any such sale, lease,
transfer, mortgage, conveyance, pledge or encumbrance free and clear of the
lien and operation of this Mortgage, (2) to effect the release from the
lien and operation of this Mortgage of any such property for any other
purpose whatsoever, (3) to effect the subordination of the lien of this
Mortgage extending to any such property to the lien of any other mortgage,
or (4) to permit the lien of any other mortgage to extend to any such
property on a parity with the lien of this Mortgage; PROVIDED, HOWEVER,
that, notwithstanding any other provision of this subsection (bb), the
consent of each of the Credit Bank, the Trustees and CoBank shall be
required in connection with:

A. the separate release or sale of, or the subordination of the
lien of this Mortgage to any separate pledge or mortgage of, or the
extension of the lien of any other mortgage separately to, (x) any
rents, income, profits or benefits at any time derived, received or
had from any or all of the generating and transmission facilities owned
by the Mortgagor and constituting part of the Mortgaged Property, (y)
any property the disposition of which by the Mortgagor would reduce the
capability of the Mortgagor to generate electric power and energy from
generating units subject to the first lien of this Mortgage and capable
of operation as base load units to a level below 1008 MW, as determined
by the nameplate rating of such units or (z) any property the
disposition of which by the Mortgagor would impair the capability of
the Mortgagor to deliver electric power and energy to its members, as
determined by the Mortgagor;

B. any transaction described in this paragraph (bb) which will
result in (x) securing any indebtedness of the Mortgagor to the
Government, except in any case in which the Mortgagor certifies in
writing that at least 80 percent in fair market value of the property
to be released, sold, leased, transferred, mortgaged, conveyed,
pledged or encumbered or secured under a superior or parity mortgage
or deed to secure debt had been acquired under an existing financing
plan providing for the financing of such property in whole or in part
by indebtedness of the Mortgagor to the Government to be secured other
than under this Mortgage, or (y) securing any indebtedness secured
under this Mortgage by a security interest in property of the
Mortgagor superior to the lien of this Mortgage; or

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C. any transaction described in this paragraph (bb) if, taking
into account such transaction, the ratio of (x) the algebraic sum of
(i) Net Utility Plant of the Mortgagor (as computed for purposes of
Line B.5 of REA Form 12a) excluding Utility Plant which is not
Mortgaged Property, plus (ii) Total Other Property and Investments of
the Mortgagor (as computed for purposes of Line B.12 of REA Form 12a),
excluding Other Property and Investments which are not Mortgaged
Property, plus (iii) Total Current and Accrued Assets of the Mortgagor
(as computed for purposes of Line B.23 of REA Form 12a) excluding
Current and Accrued Assets which are not Mortgaged Property, to (y)
the algebraic sum of (i) Total Current and Accrued Liabilities of the
Mortgagor (as computed for purposes of Line B.42 of REA Form 12a)
excluding Current and Accrued Liabilities of the Mortgagor which are
not secured hereunder or secured prior to or on a parity with
indebtedness secured hereunder plus (ii) Total Long-Term Debt of the
Mortgagor (as computed for purposes of Line B.36 of REA Form 12a)
excluding Long-Term Debt of the Mortgagor which is not secured
hereunder or secured prior to or on parity with indebtedness secured
hereunder, minus (iii) all amounts held by the Trustees in the
Construction Fund, Reserve Fund, and Bond Fund as established under
each of the Pollution Control Bond Indentures, all amounts in the
Construction Fund contemplated by Account Number 131.2 and all amounts
in like accounts or funds shall be less than 1.0 unless both (1) fair
value to the Mortgagor (as determined by the Government if less than
or equal to $25,000,000 or by a certificate of an independent engineer
if requested by any of the Credit Bank, the Trustees or CoBank, and if
greater than $25,000,000) is received by the Mortgagor for the property
subject to such transaction and (2) the proceeds of such transaction,
less ordinary and reasonable expenses incident to such transaction, are
immediately (I) applied as a prepayment of the notes, pro rata
according to the aggregate then outstanding principal amounts of the
notes, to such installments thereof as may be designated by the
respective noteholders at the time of any such prepayment, (II) applied
to the purchase of other property useful in the Mortgagor's business,
not necessarily of the same kind as the property disposed of, which
shall forthwith become subject to the lien of this Mortgage, or (III)
set aside as a deposit in the Construction Fund contemplated by Account
Number 131.2.

The Mortgagees hereby agree that any property sold, leased, transferred or
mortgaged, conveyed, pledged or encumbered free and clear of the lien and
operation of this Mortgage in accordance with the provisions of paragraph (aa)
or paragraph (bb) shall no longer constitute a part of the Mortgaged Property
or property that may become Mortgaged Property pursuant to the provisions of
section 13(b) of this article II, and the Mortgagees (and each of them) shall
execute such releases, termination statements and other instruments as may be
requested from time to time by the Mortgagor in order to evidence the release
of such property from the lien and operation hereof.

Any reference in this Mortgage to REA Form 12a shall apply to the 12-93
revision (or to the revision of any other date which may be specified) of such
REA Form 12a or to the comparable item of any later revision thereof which
shall have been at the time prescribed for use by REA; if some other form
containing the corresponding information shall at the time be prescribed by
REA, such reference shall apply to the corresponding item of such other form;
or if no such form is applicable to the accounts of the Mortgagor, such
reference shall apply to the corresponding information otherwise determined in
a comparable manner.

In the event of any prepayment of the notes pursuant to subsection (c) of
this section 5, then outstanding principal amount of the Pollution Control
Notes shall include any and all amounts other than interest payable thereunder
and unpaid at the time of any such prepayment.

SECTION 6. (a) The Mortgagor will at all times maintain and preserve the
Mortgaged Property and each and every part and parcel thereof as required by
the Government or as

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necessary or advisable for the conduct of any material portion of its business
in good repair, working order and condition and in compliance with all
applicable laws, regulations and orders if required by the Government or if the
failure to comply therewith would have a material adverse affect on the
condition (financial or otherwise) of the Mortgagor and will from time to time
make all needful and proper repairs, renewals, and replacements, and useful and
proper alterations, additions, betterments and improvements, and will, subject
to contingencies beyond its reasonable control, at all times keep its plant and
properties in necessary continuous operating condition and use all reasonable
diligence to furnish the consumers served by it through the Mortgaged Property,
or any part thereof, with an adequate supply of electric energy and other
services furnished by the Mortgagor. If any substantial part of the Mortgaged
Property is leased by the Mortgagor to any other party, the lease agreement
between the Mortgagor and the lessee shall obligate the lessee to comply with
the provisions of subsections (a) and (b) of this section in respect of the
leased facilities and to permit the Mortgagor to operate the leased facilities
in the event of any failure by the lessee to so comply.

(b) The Mortgagor will cause the sum of the amount used during each period of
five consecutive calendar years for maintenance, renewals, and replacements of
the Mortgaged Property and any available Maintenance Credit (as hereinbelow
defined), to be at least equal to the lesser (hereinafter called the
"Standard") of either (i) 10 percent of the result obtained by deducting from
the amount of Operating Revenues and Patronage Capital (as shown on the
appropriate line of REA Informational Publication 201-1 for Power Supply
Borrowers, as from time to time in effect, with respect to each calendar year)
of the Mortgagor for such five-year period, the sum of Operating Expenses as
shown on lines 35, 36, 37, and 38 of said REA Informational Publication and
Fixed Costs (Account Numbers 403, 408, 427, 924, 925, and 926, as shown on
lines E.20, E.21, E.22, and E.23 of REA Form 12d, rev. 12-93, and as shown on
the corresponding lines D.15, D.16, D.17, and D.18 of REA Form 12e, rev. 12-93,
and lines D.17, D.18, D.19, and D.20 of REA Form 12f, rev. 12-93, as
applicable) of the Mortgagor for such five-year period, or (ii) 15 percent of
the sum obtained by adding the amount charged to Depreciation and Amortization
Expense (as shown on line 47 of said REA Informational Publication) and
Maintenance Expense Total (as shown on line 42 of said REA Informational
Publication) of the Mortgagor for such five-year period.

Any reference in this Mortgage to REA Forms 12d, 12e or 12f shall apply to
the 12-93 revision (or to the revision of any other date which may be
specified) of such REA Forms 12d, 12e or 12f or to the comparable item of any
later revision thereof which shall have been at the time prescribed for use by
REA; if some other form containing the corresponding information shall at the
time be prescribed by REA, such reference shall apply to the corresponding item
of such other form; or if no such form is applicable to the accounts of the
Mortgagor, such reference shall apply to the corresponding information
otherwise determined in a comparable manner.

The term "Maintenance Credit" shall mean the sum of (1) the excess of the
amount used in each period of five consecutive calendar years for maintenance,
renewals and replacements over the Standard during such five-year period and
(2) the amount of such excesses from prior years, less amounts thereof
previously utilized as permitted by this section.

The term "Maintenance Deficit" shall mean the amount by which the Standard in
each period of five consecutive calendar years exceeds the sum of (1) the
amount applied during such five-year period for maintenance, renewals and
replacements and (2) the amount of any available Maintenance Credit.

The amount used for maintenance in each year shall be the amount shown for
the Mortgagor for such year on the appropriate line of REA Informational
Publication 201-1, as from time to time in effect, and the amounts used for
renewals and replacements shall be based upon improvements and replacements of
Utility Plant associated with retirements thereof, less net salvage value.

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In furtherance of the covenant contained in this subsection (b), the
Mortgagor will, within five months after the close of calendar year 1994 and
within five months after the end of each five-year period following said
calendar year, furnish to the Mortgagees a certificate of the General Manager,
any Division Manager or any officer of the Mortgagor (hereinafter called an
"Officer's Certificate"), setting forth separately and in reasonable detail:

(1) The amount of Operating Revenues and Patronage Capital derived by the
Mortgagor from the Mortgaged Property during the five preceding calendar years
and the Mortgagor's Operation Expense-Total, Fixed Costs on Production Plant,
Depreciation and Amortization Expense, and Maintenance Expense-Total for such
five-year period;

(2) The amounts used during such five preceding calendar years for
maintenance, renewals and replacements of the Mortgaged Property;

(3) Any Maintenance Credit not theretofore utilized as permitted by this
section and the computation thereof; and

(4) The resulting Maintenance Credit or Maintenance Deficit.

In case any such Officer's Certificate shows a Maintenance Deficit, the
Mortgagor shall either (i) immediately apply an amount equal to the largest
integral multiple of $1,000 which equals or is less than the amount so
determined to the prepayment of the notes, PRO RATA according to the aggregate
then outstanding principal amounts thereof (such prepayments to be applied to
such installments thereof as may be designated by the respective noteholders at
the time of any such prepayment), or (ii) immediately deposit the amounts so
determined in a bank or banks satisfactory to the Government to be held by such
bank or banks in a restricted maintenance fund in trust for the benefit of the
noteholders pursuant to a trust agreement satisfactory to the Government;
PROVIDED, HOWEVER, that at the direction or with the approval of the
Government, the Mortgagor may cause funds held in such restricted maintenance
fund to be applied to the making of expenditures for maintenance, renewals and
replacements of the Mortgaged Property; PROVIDED, FURTHER, HOWEVER, that in the
event there shall have been a balance in said restricted maintenance fund at
the end of each of two such consecutive reporting periods, the Government may
thereafter cause the funds held therein to be applied as provided in clause (i)
above; PROVIDED, FURTHER, HOWEVER, that in the event of such a Maintenance
Deficit, the Mortgagor may promptly cause to be made an inspection of the
Mortgaged Property by a professional engineer satisfactory to the Government
and may cause to be issued a report of such engineer, satisfactory in form and
substance to the Government, stating the minimal aggregate amount which, in his
judgment, is then needed for maintenance, renewals, and replacements of the
Mortgaged Property in accordance with sound industry practices, and in the
event such amount shall be less than such Maintenance Deficit, the maximum
amount which the Mortgagor shall be required to apply to prepayment or to
deposit in a restricted maintenance fund pursuant to this paragraph shall in
all events be the amount so stated by such professional engineer. In the event
of any prepayment of the notes pursuant to clause (i) above, unpaid principal
of the Pollution Control Notes shall include any and all amounts other than
interest payable thereunder and unpaid at the time of any such prepayment.

In case any such certificate shows a Maintenance Credit, the Mortgagor may
withdraw the amount of such Maintenance Credit from said restricted maintenance
fund to the extent that there is an accumulated balance therein, and the
Government shall in such case cause such withdrawal to be permitted.

The amount of any Maintenance Credit not utilized to reduce a Maintenance
Deficit or so withdrawn from said restricted maintenance fund shall be
available until utilized for such purposes.

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The Mortgagor agrees that it will, within five months after the close of each
calendar year (other than during a year in which an Officer's Certificate is
required to be furnished pursuant to the sixth paragraph of this subsection
(b)) furnish to the Mortgagees an Officer's Certificate, setting forth
separately and in reasonable detail the amounts described in clauses (1) and
(2) of said paragraph for the preceding calendar year.

SECTION 7. Except as specifically authorized in writing in advance by the
Government, the Mortgagor will purchase all materials, equipment and
replacements to be incorporated in or used in connection with the Mortgaged
Property outright, and not subject to any conditional sales agreement, chattel
mortgage, bailment, lease, or other agreement reserving to the seller any
right, title or lien. The Mortgagor will not, without the approval in writing
of the Government, become or be obligated under Long-Term Leases for the rental
from others of Restricted Property if the aggregate amount of rentals
thereunder accrued or which may accrue during any period of 12 calendar months
shall exceed 2 percent of the Equity of the Mortgagor at the time any
determination of such rental obligations is made hereunder. As used herein, the
term "Equity" shall have the meaning assigned to it in section 16 of this
article II. "Long-Term Leases" shall mean leases having unexpired terms (taking
into account terms of renewal at the option of the lessor, whether or not such
leases have theretofore been renewed) of more than 12 months, and "Restricted
Property" shall mean all properties other than automobiles, trucks, trailers,
tractors, aircraft, ships, other vehicles, office, garage and warehouse space
and office equipment (including, without limitation, computers).

SECTION 8. (a) The Mortgagor will take out, as the respective risks are
incurred, and maintain the following classes and amounts of insurance: (1)
fidelity bonds covering each officer and employee of the Mortgagor in not less
than the following amounts, based on the estimated annual gross revenues of the
Mortgaged Property:

Amount of
Annual Gross Revenue Coverage
-------------------------------------------- ---------
<S> <C>
Less than $ 200,000........................ $ 50,000
$200,001 to 400,000........................ 100,000
400,001 to 600,000........................ 250,000
600,001 to 800,000........................ 300,000
800,001 to 1,000,000...................... 400,000
over 1,000,000...................... 500,000
</TABLE>

and each collection agent of the Mortgagor shall be included in such fidelity
bonds for not less than $2,500, or 10 percent of the highest amount collected
annually by any one collection agent, whichever is greater; (2) workers'
compensation and employer's liability insurance covering all employees of the
Mortgagor, in such amounts as may be required by law, or if the Mortgagor or
any of its employees are not subject to the workers' compensation laws of the
State or States in which the Mortgagor conducts its operations, then its
workers' compensation policy shall provide voluntary compensation coverage to
the same extent as though the Mortgagor and such employees were subject to such
laws; such policy shall include occupational disease liability coverage,
employer's liability insurance and "additional medical" coverage of not less
than $10,000 in States where full medical coverage is not required by law; (3)
public liability and property damage liability insurance, covering ownership
liability and all operations of the Mortgagor with limits for bodily injury or
death of not less than $1,000,000 for each occurrence and $1,000,000 aggregate
for the policy period and with limits for property damage of not less than
$1,000,000 for each occurrence and $1,000,000 aggregate for the policy period;
(4) liability insurance on all motor vehicles, trailers, semi-trailers, and
aircraft used in the conduct of the Mortgagor's business, whether owned,
non-owned or hired by the Mortgagor, with bodily injury limits of not less than
$1,000,000 for each person and $1,000,000 for each occurrence, and with
property damage limits of $1,000,000 for each occurrence; in connection with
aircraft liability, also passenger bodily injury limits of $1,000,000 per
person and $1,000,000 for each occurrence;

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(5) comprehensive or separate fire, theft and windstorm insurance covering loss
of or damage to all owned motor vehicles, trailers, and aircraft of the
Mortgagor having a unit value in excess of $1,000 in an amount not less than
the actual cash value of the property insured; (6) fire insurance, including
the extended coverage endorsement, designating the Government, CoBank, the
Credit Bank and each of the Trustees as mortgagees in the policy, on each
building and its contents, and on each storage location of materials, supplies,
poles, and cross arms having a value at any one location in excess of $5,000,
or in excess of one percent of the total plant value, whichever is larger, and
in an amount not less than 80 percent of the current cost to replace the
property new, less actual depreciation; and (7) boiler and machinery insurance,
designating the Government, CoBank, the Credit Bank and each of the Trustees,
as mortgagees in the policy, if the Mortgaged Property includes steam
generating facilities, internal combustion, gas turbine or hydro-generating
facilities, such boiler and/or machinery insurance being in an amount for each
accident not less than the actual current cash value of the property of the
Mortgagor and of other adjacent property that would be damaged by explosion or
breakdown of the insured object.

The Mortgagor will also, from time to time, increase or supplement the
classes and amounts of insurance specified above to the extent requested by the
Government or required to conform to the accepted practice of companies of the
size and character of the Mortgagor. The Mortgagor will, upon request of any of
the Mortgagees, submit to the Mortgagees a schedule of its insurance in effect
on the date specified in such request and copies of any policies or contracts
relating thereto.

The foregoing insurance coverage shall be obtained by means of bond and
policy forms approved by regulatory authorities, including standard REA
endorsements and riders used by the insurance industry to provide coverage for
REA borrowers. Each policy or other contract for such insurance shall contain
an agreement by the insurer that, notwithstanding any right of cancellation
reserved to such insurer, such policy or contract shall continue in force for
at least 30 days after written notice to the Mortgagees of cancellation.

(b) In the event of damage to or the destruction or loss of any portion of
the Mortgaged Property which shall be covered by insurance, unless the
Government shall otherwise agree, the Mortgagor shall replace or restore such
damaged, destroyed or lost portion so that the Mortgaged Property shall be in
substantially the same condition as it was in prior to such damage, destruction
or loss, and shall apply the proceeds of the insurance for that purpose;
PROVIDED, HOWEVER, that in the event the Mortgagor, with agreement therefore by
the Government, shall not so replace or restore such damaged, destroyed or lost
portion of the Mortgaged Property, the Mortgagor shall apply the proceeds of
the insurance as a ratable prepayment of or on account of the then outstanding
principal amount of the notes, to such installments thereof as may be
designated by the respective noteholders at the time of any such payment. The
Mortgagor shall replace the loss or shall commence such restoration promptly
after such damage, destruction or loss shall have occurred and shall complete
such replacement or restoration as expeditiously as practicable, and shall pay
or cause to be paid out of the proceeds of such insurance all costs and
expenses in connection therewith so that such replacement or restoration shall
be so completed that the portion of the Mortgaged Property so replaced or
restored shall be free and clear of all mechanics' liens and other claims.

Sums recovered under any fidelity bond by the Mortgagor for a loss of funds
advanced under the notes or recovered by a Mortgagee for any loss under such
bond shall, unless otherwise directed by the Government, be applied to the
prepayment of the notes, pro rata according to the then outstanding principal
amount thereof (such prepayments to be applied to such installments thereof as
may be designated by the respective noteholders at the time of any such
prepayment), or to construct or acquire facilities approved by the Government,
which will become part of the Mortgaged Property.

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In the event of any prepayments pursuant to either of the above paragraphs of
this section 8(b), then outstanding principal amount of the Pollution Control
Notes shall include any and all amounts other than interest respectively
payable thereunder and unpaid at the time of any such prepayment.

SECTION 9. In the event of the failure of the Mortgagor in any respect to
comply with the covenants and conditions herein contained with respect to the
procuring of insurance, the payment of taxes, assessments and other charges,
the keeping of the Mortgaged Property in repair and free of liens and other
claims or to comply with any other covenant contained in this Mortgage, the
Government (or, if it shall fail to act for ten days after notice from any
Mortgagee, a copy of which notice shall also be given simultaneously to the
Mortgagor, then (a) any Mortgagee or Mortgagees holding not less than a
majority of the aggregate then outstanding principal amount of all notes
exclusive of notes then held by the Government or (b) with respect to the
payment of taxes, assessments and other charges, any Mortgagee), shall have the
right (without prejudice to any other rights arising by reason of such default)
to advance or expend moneys for the purpose of procuring such insurance, or for
the payment of insurance premiums, taxes, assessments or other charges, or to
save the Mortgaged Property from sale or forfeiture for any unpaid tax or
assessment, or otherwise, or to redeem the same from any tax or other sale, or
to purchase any tax title thereon, or to remove or purchase any mechanics'
liens or other encumbrance thereon, or to make repairs thereon or to comply
with any other covenant herein contained or to prosecute or defend any suit in
relation to the Mortgaged Property or in any manner to protect the Mortgaged
Property and the title thereto, and all sums so advanced for any of the
aforesaid purposes with interest thereon at the rate per annum charged by the
party making such advance, but no higher than the highest rate permitted by
applicable law shall be deemed a charge upon the Mortgaged Property in the same
manner as the notes at the time outstanding are secured and shall be forthwith
paid to the Mortgagee making such advance or advances upon demand. It shall not
be obligatory for any Mortgagee in making any such advances or expenditures to
inquire into the validity of any such tax title, or of any of such taxes or
assessments or sales therefore, or of any such mechanics' liens or other
encumbrance.

SECTION 10. The Mortgagor will not, without the approval in writing of the
Government: (a) construct, make, lease, purchase or otherwise acquire any
extensions or additions to its system or enter into any contract therefore,
except such extensions or additions as may be financed with loans evidenced by
Additional Notes; (b) enter into any contract or contracts for the operation or
maintenance of all or any part of its property, for the purchase of electric
power or energy, for the sale for resale, or for the sale to the ultimate
consumer, of electric power and energy in excess of 1,000 kilowatts, for any
transmission, interconnection or power pooling arrangements or for the use by
others of any of its property; (c) incur any expenses for legal, engineering,
supervisory, accounting or other similar services, except such reasonable
expenses as are incurred in the routine course of business; or (d) deposit any
of its funds, regardless of the source thereof, in any bank or other depository
which is not a member of the Federal Deposit Insurance Corporation, or the
successor thereof, or of a Federal Reserve Bank; PROVIDED, HOWEVER, that the
Mortgagor and the Trustees may invest funds held under the respective Pollution
Control Bond Indentures in the manner and subject to the limitations provided
therein, without the consent of the Government.

SECTION 11. The Mortgagor will not pay its directors, as such, any salaries
for their services, except such as shall have been approved by the Government,
provided that nothing herein contained shall preclude any director from serving
the Mortgagor in any other capacity and receiving compensation therefore.
Salaries and wages paid officers and employees shall be reasonable and in
conformity with the usual practice of corporations of the size and nature of
the Mortgagor.

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SECTION 12. The Mortgagor will at all times keep, and safely preserve, proper
books, records and accounts in which full and true entries will be made of all
of the dealings, business and affairs of the Mortgagor, in accordance with the
methods and principles of accounting prescribed in the Uniform System of
Accounts. The Mortgagor will prepare and furnish each of the Mortgagees not
later than the 15th day of each month, or at less frequent intervals when
specified by the Government, financial and statistical reports on its condition
and operations. Such reports shall be in such form and include such information
as may be specified by the Government, including without limitation an analysis
of the Mortgagor's revenues, expenses and consumer accounts. The Mortgagor will
cause to be prepared and furnished to each of the Mortgagees at least once
during each 12-month period during the term hereof, a full and complete report
of its financial condition as of a date (hereinafter called the "Fiscal Date")
not more than 90 days prior to the date such report is furnished to the
Mortgagees hereunder, and of its operations for the 12-month period ended on
the Fiscal Date, in form and substance satisfactory to the Government, audited
and certified by independent certified public accountants satisfactory to the
Government and accompanied by a report of such audit in form and substance
satisfactory to the Government. Each Mortgagee, through its representatives,
shall at all times during reasonable business hours have access to, and the
right to inspect and make copies of, any or all books, records and accounts,
and any or all invoices, contracts, leases, payrolls, cancelled checks,
statements and other documents and papers of every kind belonging to or in the
possession of the Mortgagor or in anywise pertaining to its property or
business.

SECTION 13. (a) The Mortgagor will from time to time upon written demand of
any Mortgagee make, execute, acknowledge and deliver or cause to be made,
executed, acknowledged and delivered all such further and supplemental
indentures of mortgage, deeds of trust, mortgages, financing statements,
continuation statements, security agreements, instruments and conveyances as
may reasonably be requested by any Mortgagee, and take or cause to be taken all
such further action as may reasonably be requested by any Mortgagee to
effectuate the intention of these presents and to provide for the securing and
payment of the principal of, interest on, and any and all other amounts payable
under the notes equally and ratably according to the terms thereof and for the
purpose of fully conveying, transferring and confirming unto the Mortgagees the
property hereby conveyed, mortgaged and pledged, or intended so to be, whether
now owned by the Mortgagor or hereafter acquired by it and to reflect the
assignment of the rights or interests of any of the Mortgagees or of any
noteholder hereunder or under any note. The Mortgagor will cause this Mortgage
and any and all supplemental indentures of mortgage, mortgages and deeds of
trust and every security agreement, financing statement, continuation statement
and every additional instrument which shall be executed pursuant to the
foregoing provisions forthwith upon execution to be recorded and filed and
rerecorded and refiled as conveyances and mortgages and deeds of trust of and
security interests in real and personal property in such manner and in such
places as may be required by law or reasonably requested by any Mortgagee in
order fully to preserve the security for the notes and to perfect and maintain
the superior lien of this Mortgage and all supplemental indentures of mortgage,
mortgages and deeds of trust and the rights and remedies of the Mortgagees and
the noteholders.

(b) In the event that the Mortgagor suffers in the future a deficit in net
income, as determined in accordance with methods of accounting prescribed in
section 12 of article II hereof, for any fiscal year while any of the notes are
outstanding, the Mortgagor will at any time or times upon written demand of the
Government, make, execute, acknowledge and deliver or cause to be made,
executed, acknowledged and delivered all such further and supplemental
indentures of mortgage, mortgages, security agreements, financing statements,
instruments and conveyances, and take or cause to be taken all such further
action, as may reasonably be requested by the Government, in order to include
in this Mortgage, as Mortgaged Property, and to subject to all the terms and
conditions of this Mortgage, all right, title and interest of the Mortgagor in
and to, all and singular, the automobiles, trucks, trailers, tractors,
aircraft,

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ships and other vehicles then owned by the Mortgagor, or which may thereafter
be owned or acquired by the Mortgagor. From and after the time of such written
demand of the Government, such vehicles shall be deemed to be part of the
Mortgaged Property for all purposes hereof.

SECTION 14. Any noteholder may, at any time or times in succession without
notice to or the consent of the Mortgagor and upon such terms as such
noteholder may prescribe, grant to any person, firm or corporation who shall
have become obligated to pay all or any part of the principal of or interest on
any note held by or indebtedness owed to such noteholder or who may be affected
by the lien hereby created, an extension of the time for the payment of such
principal or interest, and after any such extension the Mortgagor will remain
liable for the payment of such note or indebtedness to the same extent as
though it had at the time of such extension consented thereto in writing.

SECTION 15. (a) The Mortgagor shall implement rates for electric power and
energy and for other services furnished by it that are designed to provide
sufficient revenue to pay all fixed and variable expenses when and as due, to
provide and maintain reasonable working capital, and to maintain, on an annual
basis, a TIER of not less than 1.05 and a DSC of not less than 1.00. The
Mortgagor shall give ninety (90) days prior written notice to each of the
Mortgagees of any proposed change in its general rate structure.

(b) Within sixty (60) days following the end of each calendar year, the
Mortgagor shall report, in writing, to each of the Mortgagees the TIER and DSC
levels which were achieved during that calendar year. If the average of the two
(2) largest annual levels achieved by the Mortgagor out of the three (3) then
most recent calendar years results in a TIER of less than 1.05 or a DSC of less
than 1.00, the Mortgagor shall, within ninety (90) days following the end of
the calendar year, provide to each of the Mortgagees a written plan, in form
and substance satisfactory to the Administrator, setting forth the actions that
the Mortgagor will take in order to achieve the required TIER and DSC levels on
a timely basis. The Mortgagor shall take all actions pursuant to its written
plan.

(c) For purposes of this section 15, TIER shall be calculated as follows: add
Interest on Long-term Debt (as computed for purposes of Section A, Line 22 of
REA Form 12a, except that Interest on Long-term Debt shall be increased by
one-third (1/3) of the amount, if any, by which the rentals of Restricted
Property (as computed for purposes of Section K, Line 4 of REA Form 12h) exceed
two (2) percent of Total Margins and Equities (as computed for purposes of
Section B, Line 38 of REA Form 12a)) to Net Patronage Capital or Margins (as
computed for purposes of Section A, Line 35 of REA Form 12a), and divide the
total so obtained by Interest on Long-term Debt (as computed for purposes of
this calculation of TIER).

For purposes of this section 15, DSC shall be calculated as follows: add
Depreciation and Amortization Expense (as computed for purposes of Section A,
Line 20 of REA Form 12a), and Interest on Long-term Debt (computed as described
in the calculation of TIER set forth in this section 15), to Patronage Capital
or Margins (computed as described in the calculation of TIER set forth in this
section 15) and divide the total so obtained by Debt Service Billed (computed
by adding all interest and principal billed during the calendar year to
one-third (1/3) of the amount, if any, by which the rentals of Restricted
Property (computed as described in the calculation of TIER set forth in this
section 15) exceed two (2) percent of Total Margins and Equities (computed as
described in the calculation of TIER set forth in this section 15)).

SECTION 15A. The Mortgagor, subject to applicable laws and rules and orders
of regulatory bodies, will design its rates for electric energy and other
services furnished by it with a view (i) to paying and discharging from its
revenues derived from operations and from all other available funds all taxes,
maintenance expenses, cost of electric energy and other operating expenses
(including all expenses, other than depreciation and amortization, required to
be

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reported on lines A.14, A.19 and A.21 of REA Form 12a) of its electric
transmission and distribution system and electric generating facilities, (ii)
to paying and discharging from such revenues and other available funds
principal and interest on all indebtedness of the Mortgagor other than
principal and interest on Long-Term Debt that is included, under part (B) of
the following paragraph, in the calculation of ADSCR, (iii) to making from such
revenues and other available funds all payments on Capitalized Lease
Obligations (as defined below), (iv) to providing and maintaining from such
revenues and other available funds reasonable working capital for the
Mortgagor, and (v) to maintaining, for each fiscal year, an Annual Debt Service
Coverage Ratio (herein called "ADSCR") of not less than 1.25. For any fiscal
year after the First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control
Note, the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note,
the First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, the
First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note and the
First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note are paid
in full, or with the consent of the Trustees holding any such notes not paid in
full, such ADSCR requirement shall be reduced to 1.15. Within 120 days
following the end of each fiscal year of the Mortgagor, the Mortgagor shall
file with each Mortgagee a certificate signed by its principal financial
officer setting forth the computation of ADSCR for the preceding fiscal year.
Not later than 30 days preceding the start of each fiscal year of the
Mortgagor, the Mortgagor shall file with each of the Mortgagees a certificate
signed by its principal financial officer setting forth, on an estimated basis,
the computation of ADSCR for the next fiscal year. Where a change in design is
proposed, the Mortgagor shall so redesign its rates to comply with the
requirements of the first sentence of this paragraph.

For purposes of this section, ADSCR of the Mortgagor shall be determined as
follows: for each full fiscal year, (A) take the sum of (i) Net Patronage
Capital or Margins (as computed in accordance with Line A.35 of REA Form 12a)
plus (ii) Interest on Long-Term Debt (as computed in accordance with Line A.22
of REA Form 12a) less to the extent included in such amount, (1) any amount of
Interest Charged To Construction-Credit on Line A.23 of REA Form 12a,
provided that such amount has been paid or provided for other than from
revenues derived from operations, (2) any amount of interest attributable to a
Capitalized Lease Obligation of the Mortgagor, and (3) any other amount of
interest paid from any sources other than operating revenues (including,
without limitation, the proceeds of the sale of property, proceeds of
insurance or condemnation to the extent not included in Total Operating
Revenues and Patronage Capital on Line A.4 of REA Form 12a, and Total Margins
and Equities (as computed in accordance with Line B.38 of REA Form 12a)) and
other than borrowed funds plus (iii) Depreciation and Amortization Expense (as
computed for purposes of Line A.20 of REA Form 12a) of the Mortgagor, and (B)
divide the total so obtained by an amount equal to the sum of all payments of
principal and interest required to be made during such year on account of Total
Long-Term Debt (as computed for purposes of Line B.44 of REA Form 12a)
including interest computed in the same manner as Interest on Long-Term Debt as
provided above, but not including (1) any payments of principal made from any
sources other than operating revenues (including, without limitation, the
proceeds of the sale of property, proceeds of insurance or condemnation to the
extent not included in Total Operating Revenues and Patronage Capital on Line
A.4 of REA Form 12a, and Total Margins and Equities (as computed in accordance
with Line B.38 of REA Form 12a)) and other than borrowed funds, except for
funds borrowed pursuant to a refinancing of the type described in (X) below,
(2) any Long-Term Debt not secured prior to or on a parity with the notes under
this Mortgage and (3) any payments with respect to a Capitalized Lease
Obligation of the Mortgagor. For purposes of computing ADSCR on an estimated
basis, the Mortgagor shall not be required to include (X) the principal payment
of any Long-Term Debt with a remaining maturity of five years or less which the
board of directors of the Mortgagor (i) has designated as debt attributable to
construction of electric generating or transmission facilities and (ii) has
certified it will use its best efforts to refinance during such fiscal year
with Long-Term Debt or (Y) principal or interest payments on any Long-Term Debt
which are expected to be made from any sources other than operating revenues
(including, without limi-

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tation, the proceeds of the sale of property, proceeds of insurance or
condemnation to the extent not included in Total Operating Revenues and
Patronage Capital on Line A.4 of REA Form 12a, and Total Margins and Equities
(as computed in accordance with Line B.38 of REA Form 12a)) and other than
borrowed funds, except, in case of principal, for funds borrowed pursuant to a
refinancing of the type described in (X) above. For purposes of this section
15A, a Capitalized Lease Obligation shall mean any lease obligation which,
under the Uniform System of Accounts, is required to be shown on the balance
sheet of the Mortgagor as an obligation.

SECTION 16. The Mortgagor will not, in any one year, without the approval in
writing of the Government, declare or pay any dividends, or pay or determine to
pay any patronage refunds, or retire any Patronage Capital or make any other
cash distributions (such dividends, refunds, retirements and other
distributions being hereinafter collectively called "distributions") to its
members, stockholders or consumers if after giving effect to any such
distribution the total Equity of the Mortgagor will not equal or exceed 40
percent of its total assets and other debits; PROVIDED, HOWEVER, that the
Mortgagor may nevertheless make distributions in any year up to 25 percent of
the Patronage Capital and Margins received by the Mortgagor in the next
preceding year where after giving effect to any such distribution the total
Equity of the Mortgagor will equal or exceed 20 percent of its Total Assets and
other debits, and PROVIDED, FURTHER, however, that in no event will the
Mortgagor make any distributions if there is unpaid when due any installment of
principal of or interest on the notes, if the Mortgagor is otherwise in default
hereunder or if, after giving effect to any such distribution, the Mortgagor's
Total Current and Accrued Assets would be less than its Total Current and
Accrued Liabilities.

For the purpose of this section, a "cash distribution" shall be deemed to
include any general cancellation or abatement of charges for electric energy or
services furnished by the Mortgagor, but not the repayment of a membership fee
of not in excess of $100 upon termination of a membership. As used or applied
in this Mortgage (1) "Equity" shall mean the aggregate of Equities and Margins
(as such terms are defined in the Uniform System of Accounts) and Subordinated
Indebtedness; and (2) "Subordinated Indebtedness" shall mean unsecured
indebtedness of the Mortgagor payment of which shall be subordinated to the
prior payment of the notes by subordination agreement in form and substance
satisfactory to the Government.

SECTION 17. In the event that the Mortgaged Property, or any part thereof,
shall be taken under the power of eminent domain, all proceeds and avails
therefrom, except to the extent that the Government shall consent to the
deposit thereof by the Mortgagor in the construction fund contemplated by
Account Number 131.2, shall forthwith be applied by the Mortgagor: first, to
the ratable payment of any indebtedness secured by this Mortgage other than
indebtedness under the notes; second, to the ratable payment of interest which
shall have accrued on the notes and be unpaid; third, to the ratable payment of
or on account of the then outstanding principal amount of the notes, to such
installments thereof as may be designated by the respective noteholders at the
time of any such payment; fourth, to the ratable payment of any and all other
amounts payable under the notes; and fifth, the balance shall be paid to
whosoever shall be entitled thereto; PROVIDED, HOWEVER, that any noteholder
other than any of the Credit Bank, the Trustees or CoBank may, and any of the
Credit Bank, the Trustees and CoBank shall, if so requested by the Mortgagor,
cause funds to which they may be entitled under clause third hereof to be
applied by the Mortgagor to the making of a deposit in the construction fund
contemplated by Account Number 131.2 instead of causing such funds being
applied to the prepayment of any note held by such noteholder.

SECTION 18. The Mortgagor will not at any time employ, or enter into any
contract for the employment of, any general manager of the Mortgagor's system
or any person exercising comparable authority to such a manager, unless such
employment or such contract shall first have been approved by the Government.
If, during such periods as the Mortgagor shall be in default in the making of
payment or payments of principal of or interest on one or more of the notes or
otherwise be in default hereunder, the Government shall at any time give notice
to

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the Mortgagor that in its opinion such system is not being efficiently operated
and shall request the termination of the employment of any such manager or
person exercising comparable authority, or shall request the termination of any
operating contract in respect of such system, the Mortgagor will terminate such
employment or operating contract within thirty (30) days after the date of such
notice. All contracts in respect of the employment of any such manager or
person exercising comparable authority, or for the operation of any such
system, shall contain provisions to permit compliance with the foregoing
covenants, except such as have been or are approved by the Government without
such provisions.

SECTION 19. The Mortgagor will not permit there to exist any event of default
under any agreement under which a note or other obligation of the Mortgagor
secured by the lien of this Mortgage has been or will be issued, including,
without limitation the REA Loan Contract, the CoBank Loan Agreements, the
Credit Agreement, and the Pollution Control Loan Agreements. The Mortgagor will
promptly furnish each Mortgagee with written notice of any amendment or
modification of any such agreement or of any indenture under which there are or
may be issued obligations secured by a pledge or assignment of any note or
other obligation secured by the lien of this Mortgage, including without
limitation, the Pollution Control Bond Indentures, and of the occurrence of any
event of default of which the Mortgagor has knowledge under any such agreement
or any such indenture. For purposes of this Mortgage, in the event of any
inconsistency between the terms of this Mortgage and the terms of any such
agreement or any such indenture, the terms of this Mortgage shall govern;
PROVIDED, HOWEVER, that nothing contained in this Mortgage shall limit the
exercise by any of the Trustees of any right or remedy provided to it in the
respective Pollution Control Loan Agreements or the respective Pollution
Control Bond Indentures or the respective Pollution Control Notes and that
nothing contained in this Mortgage shall limit the exercise by the Credit Bank
of any right or remedy provided to it in the Credit Agreement or the Credit
Bank Notes.

SECTION 20. The Mortgagor will promptly notify the Mortgagees in writing of
any change in location of its chief place of business or the office where its
records concerning accounts and contract rights are kept.

SECTION 21. The Mortgagor will obtain all such rights of way, easements from
landowners and releases from lienors as shall be necessary or advisable in the
conduct of its business, and, if requested by the Government, deliver to the
Government evidence satisfactory to the Government of the obtaining of such
rights of way, easements or releases.

SECTION 22. The Mortgagor will not, without the written approval of the
Government, hereafter make any loan or advance to, or make any investment in,
or purchase or make any commitment to purchase any stock, bonds, notes or other
securities of, or guarantee, assume or otherwise become obligated or liable
with respect to the obligations of, any person, firm or corporation, except (i)
securities or deposits issued, guaranteed or fully insured as to payment by the
United States Government or any agency thereof, (ii) Capital Term Certificates
or other securities of the National Rural Utilities Cooperative Finance
Corporation, (iii) Class C Stock or other securities of CoBank, (iv) capital
credits resulting from the payment for power and energy purchased and actually
received from a generating and transmission cooperative of which the Mortgagor
is a member, and (v) such other loans, deposits, advances, investments and
obligations as may from time to time be made, purchased or undertaken by the
Mortgagor; PROVIDED, HOWEVER, that the aggregate cost of investments, plus the
total unpaid principal amount of loans, deposits, advances and obligations,
permitted under this clause (v) shall not, except as permitted by applicable
law, at any time exceed 3 percent of the total Utility Plant (as such term is
defined in the Uniform System of Accounts) of the Mortgagor; PROVIDED, FURTHER,
HOWEVER, that the Mortgagor and the Trustees may invest funds held under the
Pollution Control Bond Indentures in the manner, and subject to the
limitations, provided in the respective Pollution Control Bond Indentures
without the consent of the Government.

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SECTION 23. The Mortgagor shall, and shall cause its ERISA Affiliates to, in
a timely fashion, (a) comply in all material respects with all requirements of
ERISA and, to the extent applicable to each Plan, the Code, including but not
limited to, paying all contributions required to meet the minimum funding
standards set forth in ERISA and the Code with respect to each Plan and (b)
shall file and shall cause its ERISA Affiliates to file all annual reports and
other disclosures required to be filed pursuant to ERISA or the Code in
connection with each Plan and promptly after the filing thereof, the Mortgagor
shall furnish to each Mortgagee copies of such annual reports and other
disclosures. The Mortgagor shall notify each Mortgagee as soon as practicable,
and in any event within ten days after the Mortgagor or any ERISA Affiliate
knows or has reason to know, of the occurrence of any Reportable Event or
Prohibited Transaction with respect to any Plan, or of any act or condition
arising in connection with any Plan which the Mortgagor or any ERISA Affiliate
believes might constitute grounds for the termination of such Plan by the PBGC,
the appointment by the appropriate United States district court of a trustee to
administer such Plan, or the assessment against the Mortgagor or any ERISA
Affiliate of any withdrawal liability to a Multiemployer Plan and the action,
if any, the Mortgagor or such ERISA Affiliate proposes to take with respect
thereto. The Mortgagor shall furnish to each Mortgagee promptly upon any
Mortgagee's request therefor, such additional information concerning any Plan
as may be reasonably requested.

The Mortgagor shall not terminate, or permit any ERISA Affiliate to
terminate, any Plan so as to result in any material liability of the Mortgagor
to the PBGC, or permit to exist any occurrence of any Reportable Event or any
other event or condition which presents a material risk of such a termination
by the PBGC of any Plan. The Mortgagor and its ERISA Affiliates shall not take
any action which could result in a withdrawal or partial withdrawal from a
Multiemployer Plan which could result in the assessment of any withdrawal
liability against the Mortgagor or any ERISA Affiliate.

For purposes of this section 23, "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time, and all rules and regulations from time
to time promulgated thereunder; "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time, and all rules and
regulations from time to time promulgated thereunder; "ERISA Affiliate" means
any other entity controlled by the Mortgagor (for purposes of this definition,
"control," when used with respect to any specified entity, means the power to
direct the management and policies of such entity, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise);
"Multiemployer Plan" shall have the meaning assigned to such term in Section
3(37) of ERISA or Section 414(f) of the Code; "PBGC" shall mean the Pension
Benefit Guaranty Corporation or any successor thereto; "Plan" shall mean an
employee benefit plan maintained for employees of the Mortgagor or any ERISA
Affiliate which is covered by ERISA; "Prohibited Transaction" shall mean any
transaction set forth in Section 406 of ERISA or Section 4975 of the Code; and
"Reportable Event" shall have the meaning given to such term in Section 4043 of
ERISA and the regulations thereunder.

SECTION 24. The Mortgagor shall take reasonable action to enforce the
material provisions of each of the Wholesale Power Contracts described in IV of
the Granting Clauses and each of its agreements with others for the purchase of
electric power and energy. With respect to the Mortgagor's agreements with
others for the ownership, operation or maintenance of its electric generating
facilities, the Mortgagor shall take reasonable action to assure its access to
its entitlement to the electric power and energy from such facilities.

SECTION 25. If and when the Mortgagor executes and delivers the 1994
Refinancing Note, and it becomes effective in accordance with its terms, the
1994 Refinancing Note will evidence indebtedness of the Mortgagor which has
been continuously guaranteed by the Government, acting through the
Administrator, pursuant to the Act, and will replace and substitute for the
note identified in the Instruments Recital and described on Annex 1 of the 1994

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Refinancing Note. Such note is therein and herein referred to as the
"Designated Note." The Designated Note was unpaid and outstanding and was an
Outstanding Note secured by the Mortgage at the time of the date of the 1994
Refinancing Note. Commencing with the effective date of the 1994 Refinancing
Note, the term, "note," as used in this Mortgage shall specifically include the
1994 Refinancing Note and the 1994 Reimbursement Note and any replacement or
substitute note for the same delivered by the Mortgagor to the Government from
time to time. The 1994 Refinancing Note also will evidence the terms of the
Mortgagor's obligation to make all payments of principal, interest, premium, if
any, and all late charges, if any, which the Mortgagor incurs in connection
with the refinancing of loan advances originally made under the Designated Note
pursuant to Section 306C of the Act.

ARTICLE III

REMEDIES OF THE MORTGAGEES AND NOTEHOLDERS

SECTION 1. If one or more of the following events (hereinafter called "events
of default") shall happen, that is to say:

(a) default shall be made in the payment of any installment of or on
account of, interest on, principal of, or any and all other amounts payable
under, any note or notes when and as the same shall be required to be made
whether by acceleration or otherwise and written notice of such default shall
have been given to the Mortgagor by any noteholder;

(b) there shall occur and be continuing an event of default under the REA
Loan Contract, the CoBank Loan Agreements, the Credit Agreement, or any of the
Pollution Control Loan Agreements, written notice that such event is an event
of default hereunder shall have been given to the Mortgagor by any noteholder,
which notice may in the discretion of the noteholder giving such notice
specify a period of time within which such event may be remedied, and such
event shall not have been remedied within such period of time, if any, so
specified in such notice;

(c) default shall be made in the due observance or performance of any of
the covenants, conditions or agreements on the part of the Mortgagor contained
in sections 3, 4, 5, 7, 10, 16 and 22 of article II hereof, written notice of
such default shall have been given to the Mortgagor by any noteholder, which
notice may in the discretion of the noteholder giving such notice specify a
period of time within which such default may be remedied, and such default
shall not have been remedied within such period of time, if any, so specified
in such notice;

(d) default shall be made in the due observance or performance of any other
of the covenants, conditions or agreements on the part of the Mortgagor, in
any of the notes or in this Mortgage contained, and such default shall
continue for a period of thirty (30) days after written notice specifying such
default and requiring the same to be remedied shall have been given to the
Mortgagor by any noteholder;

(e) the Mortgagor shall file a petition in bankruptcy or be adjudicated a
bankrupt or insolvent, or shall make an assignment for the benefit of its
creditors, or shall consent to the appointment of a receiver of itself or its
property, or shall institute proceedings for its reorganization or proceedings
instituted by others for its reorganization shall not be dismissed within
thirty (30) days after the institution thereof;

(f) a receiver or liquidator of the Mortgagor or of any substantial portion
of its property shall be appointed and the order appointing such receiver or
liquidator shall not be vacated within thirty (30) days after the entry
thereof;

(g) the Mortgagor shall forfeit or otherwise be deprived of its corporate
charter or franchises, permits, easements or licenses required to carry on any
material portion of its business;

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(h) a final judgment shall be entered against the Mortgagor and shall
remain unsatisfied or without a stay in respect thereof for a period of thirty
(30) days; or

(i) a violation of the terms of any subordination agreement delivered
pursuant to section 16 of article II hereof shall have occurred, written
notice that such violation is an event of default hereunder shall have been
given to the Mortgagor by any noteholder, which notice may in the discretion
of the noteholder giving such notice specify a time period within which such
violation may be remedied, and such violation shall not have been remedied
within such period of time, if any, so specified in such notice;

then in each and every such case the Government, to the extent permitted by
applicable state law on behalf of all the noteholders, may, in its discretion:

(aa) without protest, presentment or demand, declare all unpaid principal
of and accrued interest on and other amounts payable under the notes to be
due and payable immediately; and upon any such declaration all such unpaid
principal and accrued interest so declared to be due and payable shall become
and be due and payable immediately, anything contained herein or in any note
or notes to the contrary notwithstanding;

(bb) take immediate possession of the Mortgaged Property, collect and
receive all credits, outstanding accounts and bills receivable of the
Mortgagor and all rents, income, revenues and profits pertaining to or arising
from the Mortgaged Property, or any part thereof, and issue binding receipts
therefor; and manage, control and operate the Mortgaged Property as fully as
the Mortgagor might do if in possession thereof, including, without
limitation, the making of all repairs or replacements deemed necessary or
advisable;

(cc) proceed to protect and enforce the rights of the Mortgagees and the
rights of the noteholder or noteholders under this Mortgage by suits or
actions in equity or at law in any court or courts of competent jurisdiction,
whether for specific performance of any covenant or any agreement contained
herein or in aid of the execution of any power herein granted or for the
foreclosure hereof or hereunder or for the sale of the Mortgaged Property, or
any part thereof, or to collect the debts hereby secured or for the
enforcement of such other or additional appropriate legal or equitable
remedies as may be deemed most effectual to protect and enforce the rights
and remedies herein granted or conferred, and in the event of the institution
of any such action or suit the Government and the then majority noteholders
shall each have the right, irrespective of the adequacy of the security, to
have appointed a single receiver of the Mortgaged Property and of all rents,
income, revenues and profits pertaining thereto or arising therefrom derived,
received or had from the time of the commencement of such suit or action,
and such receiver shall have all the usual powers and duties of receivers in
like and similar cases, to the fullest extent permitted by law, and if the
Government or the then majority noteholders shall make application for the
appointment of a receiver the Mortgagor hereby expressly consents that the
court to which such application shall be made may, irrespective of the
adequacy of the security, make said appointment;

(dd) sell or cause to be sold all and singular the Mortgaged Property or
any part thereof, and all right, title, interest, claim and demand of the
Mortgagor therein or thereto, at public auction or otherwise, as may be
prescribed or permitted, and in the manner prescribed or permitted, by
applicable law; and

(ee) In addition to and independently of any other provision set forth in
this section 1 of article III hereof with respect to the power of the
Government upon the occurrence of an event of default, Mortgagor hereby grants
to the Government and to the other Mortgagees and noteholders jointly and
severally (but in the case of such other Mortgagees and noteholders, subject
to the limitations on the exercise thereof specified in the final paragraph
of this subsection (ee)) the following irrevocable power of attorney: To sell
all or any part of the Mortgaged Property at auction, at the usual place for
conducting sales at the

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Court House in the County of the State where the Mortgaged Property or any
part thereof is located, to the highest bidder for cash, after advertising
the time, terms and place of such sale once a week for four consecutive
calendar weeks immediately preceding such sale (but without regard to the
number of days) in a newspaper published in the County of the State where the
Mortgaged Property or any part thereof is located, or in the paper in which
the Sheriff's advertisements for such County are published, all other notice
being hereby waived by the Mortgagor, and the Government (and such other
Mortgagees or noteholders, as the case may be) may bid and purchase at such
sale, and the Government (and such other Mortgagees or noteholders, as the
case may be) may thereupon execute and deliver to the purchaser or purchasers
at such sale a sufficient conveyance of the Mortgaged Property or part thereof
in fee simple, which conveyance may contain recitals as to the happening of
the default upon which the execution of the power of sale herein granted
depends, and the Mortgagor hereby constitutes and appoints the Government (or
such other Mortgagees or noteholders, as the case may be) the agent and
attorney-in-fact of the Mortgagor to make such recitals, and hereby covenants
and agrees that the recitals so made by the Government (or such other
Mortgagees or noteholders, as the case may be) shall be binding and conclusive
upon the Mortgagor and that the conveyance to be made by the Government (or
such other Mortgagees or noteholders, as the case may be) shall be effectual
to bar any equity of redemption of the Mortgagor in and to said property, and
the Government (or such other Mortgagees or noteholders, as the case may be)
shall collect the proceeds of such sale and apply the same as provided herein.

The Mortgagor further covenants that in case of a sale as hereinbefore
provided, the Mortgagor or any person in possession under the Mortgagor shall
then become and be tenants holding over and shall forthwith deliver possession
to the purchaser at such sale, or be summarily dispossessed, in accordance
with the provisions of law applicable to tenants holding over.

The power and agency hereby granted are coupled with an interest and are
irrevocable by death, dissolution, or otherwise and are granted as cumulative
to the remedies of collection of the indebtedness evidenced by any note or
notes as provided by law and in the foregoing provisions hereof.

The Government (or such other Mortgagees or noteholders, as the case may
be) may adjourn from time to time any sale to be made by it under the
provisions of this section, or cause the same to be adjourned, by announcement
at the time and place appointed for such sale or sales; and without further
notice or publication (unless otherwise required by law), such sale may be
made at the time and place to which the same shall be so adjourned.

MORTGAGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE
STATE OF GEORGIA OR THE CONSTITUTION OF THE UNITED STATES OF AMERICA TO NOTICE
OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED
BY THIS MORTGAGE TO ANY MORTGAGEE OR NOTEHOLDER AND MORTGAGOR WAIVES ITS
RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN
ACCORDANCE WITH THE PROVISIONS OF THIS MORTGAGE ON THE GROUND (IF SUCH BE THE
CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. ALL
WAIVERS BY MORTGAGOR IN THIS PARAGRAPH HAVE BEEN MADE VOLUNTARILY, IN
TELLIGENTLY AND KNOWINGLY, AFTER MORTGAGOR HAS BEEN FIRST INFORMED BY COUNSEL
OF ITS OWN CHOOSING AS TO POSSIBLE ALTERNATIVE RIGHTS, AND HAVE BEEN MADE AS
AN INTENTIONAL RELINQUISHMENT AND ABANDONMENT OF A KNOWN RIGHT AND PRIVILEGE.

INITIALED: T.K. P.N.
------- ------

<PAGE>

For all purposes hereunder, the power of sale granted in this subsection (ee)
shall be exercised by Mortgagees or noteholders other than the Government only
in the event that such other Mortgagees or noteholders may exercise such power
of sale pursuant to the provisions of section 2 of article III hereof or an
amendment hereto specifically authorizing such exercise.

SECTION 2. (a) Upon the expiration of 30 days after the happening of an event
or events of default, any right or remedy herein or by law conferred which the
Government shall not have proceeded to exercise or enforce may, to the extent
permitted by applicable state law, be exercised and enforced, on behalf of all
noteholders, by the holder or holders of notes the aggregate then outstanding
principal amount of which is not less than 331/3 percent of the aggregate then
outstanding principal amount of all notes.

(b) (1) Notwithstanding the remedial rights of the Government provided for in
section 1 of this article III and of the holder or holders of notes the
aggregate then outstanding principal amount of which is not less than 331/3
percent of the aggregate then outstanding principal amount of all notes
provided for in subsection 2(a) of this article III, if, in the opinion of
counsel satisfactory to the Government, which opinion shall be satisfactory in
form and substance to the Government and delivered in writing to the Mortgagor,
the Government may not lawfully act on behalf and for the benefit of all
noteholders other than the Government, any other Mortgagee shall have the right
to exercise any right and remedy described in section 1 of this article III:
(i) immediately upon the Government's exercise of any right or remedy
hereunder; or (ii) on a date 120 days or more after the occurrence of an event
of default, which is then continuing, if the Government has failed, prior to
such date, to exercise any right or remedy hereunder.

(2) Furthermore, notwithstanding the provisions of section 1 of this article
III and subsections (a) and (b)(1) of this section, upon the occurrence of (i)
any event of default described in section 1(a) of this article III with respect
to any CoBank Note, or (ii) any event of default described in section 1(e) or
1(f) of this article III, if the respective event of default referred to in
either clause (i) or clause (ii) of this subsection shall not have been cured
upon the expiration of ninety (90) days after the initial occurrence of such
event of default, then CoBank may forthwith exercise on behalf of all
noteholders any right or remedy described in section 1 of this article III.

(3) Furthermore, notwithstanding the provisions of section 1 of this article
III and subsections (a) and (b)(1) of this section, upon the occurrence of any
event of default described in section 1(a) of this article III with respect to
any Credit Bank Note, if such event of default shall not have been cured upon
the expiration of 300 days after the occurrence of such event of default, and
if the Credit Bank shall, in writing, request the Government to seek the
appointment of a receiver of the Mortgaged Property as described in section
1(cc) of this article III, the Government shall, on or before the expiration of
60 days from the date of such written request, exercise such remedy on behalf
of all noteholders if, and to the extent, permitted by applicable law. If the
Government fails to exercise such remedy at such time, and if all payments in
respect of principal and interest which shall have then become due and payable
by the terms of such Credit Bank Note or Credit Bank Notes (other than as a
result of an acceleration) shall not have been paid to the Credit Bank, the
Credit Bank may forthwith exercise such remedy on behalf of all noteholders.
If, upon the expiration of 720 days after the occurrence of such event of
default described in section 1(a) of this article III with respect to any
Credit Bank Note, all payments in respect of principal and interest which shall
have then become due and payable by the terms of such Credit Bank Note or
Credit Bank Notes (other than as a result of an acceleration) shall not have
been paid to the Credit Bank, the Credit Bank may forthwith exercise on behalf
of all noteholders any right or remedy described in section 1 of this article
III. The Credit Bank shall not be entitled to exercise and enforce any remedies
under this Mortgage except as set forth in this section 2.

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(4) Nothing in this Mortgage contained shall affect or impair the right
existing other than under this Mortgage of any holder of any note which may be
secured hereby to enforce the payment of the principal of or interest on and
other amounts payable under such note on the date or dates any such interest or
principal or other amounts shall become due and payable whether by acceleration
or otherwise in accordance with the terms of such note; provided, however, that
no acceleration by any holder of any note other than the Government shall be
effective unless in accordance with sections 2(b) or 2(c) of this article III.
Nothing contained in this Mortgage shall affect or impair the ability of the
Credit Bank to pursue any and all remedies available to the Credit Bank under
the Credit Agreement or the Credit Bank Notes.

(c) Notwithstanding the provisions of subsections (a) and (b) of this section
or anything else to the contrary contained herein, if one or more of the above
events of default occurs and if in addition an event of default exists under
any Pollution Control Bond Indenture, then in each and every such case the
Trustee acting under such Pollution Control Bond Indenture, to the extent
permitted by applicable state law on behalf of the holders of the Pollution
Control Notes relating thereto, may, in its discretion, and shall, if directed
by the holders of not less than 50 percent in aggregate principal amount of the
Pollution Control Bonds then outstanding which have been authorized and
delivered under such Pollution Control Bond Indenture, without protest,
presentment or demand, declare all unpaid principal of, accrued interest on,
and any and all other amounts payable under the Pollution Control Notes issued
in respect of such Pollution Control Bonds to be due and payable immediately,
and upon any such declaration and upon notice of such declaration delivered to
the Mortgagor and all other Mortgagees, all such unpaid principal, accrued
interest, and other amounts so declared to be due and payable shall become and
be due and payable immediately; PROVIDED, HOWEVER, that said Trustee shall
rescind any such declaration upon the written request of the then majority
noteholders unless at the time of such request a holder of any note other than
any Pollution Control Note has hereunder validly and effectively declared all
unpaid principal of and accrued interest on such note to be due and payable
immediately and such declaration remains valid and in effect. In case of any
such rescission the above-referenced Trustee, holders of the Pollution Control
Bonds and holders of the Pollution Control Notes issued in respect of such
Pollution Control Bonds shall be restored to their former positions and rights
hereunder respectively; but no such rescission shall extend to any subsequent
or other default or event of default or impair any right consequent thereon,
nor shall such rescission extend to any instance in which the holder of any
note other than a Pollution Control Note has subsequent to such rescission
declared all unpaid principal of and accrued interest on such other note to be
due and payable immediately.

(d) Notwithstanding anything to the contrary contained herein, if a default
or defaults under section 1(a) of article III shall exist with respect to one
or more Pollution Control Notes for a period of one continuous year, and if
during such one-year period (i) neither the Government nor CoBank exercises its
respective rights under this article III to take possession of the Mortgaged
Property and to manage, control and operate the Mortgaged Property, and (ii) no
receiver of the Mortgaged Property is appointed under section 1(cc) of article
III; then in any such case the holder of such note or notes shall on behalf of
all noteholders be entitled as a matter of right, upon application to a court
of competent jurisdiction, to have appointed a receiver of the Mortgaged
Property and of all rents, income, revenues and profits pertaining thereto or
arising therefrom derived, received or had by the Mortgagor, and such receiver
shall have all the usual powers and duties of receivers in like and similar
cases, to the fullest extent permitted by law, and if any such holder shall
make application for the appointment of a receiver under this paragraph (d) of
section 2 of article III, the Mortgagor hereby expressly consents that the
court to which such application shall be made may, irrespective of the
adequacy of the security, make said appointment. Any application of funds by
such receiver to payments in respect of notes shall be governed by section 5 of
article III of this Mortgage. In the event of the appointment of a receiver
under this paragraph (d) of section 2 of article III, the Government will give
any consent to or approval of the rates, rents or other charges for

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electric power and energy prescribed by such receiver which consent or approval
may be required pursuant to any contract or instrument to which the Mortgagor
shall be a party, within thirty (30) days after delivery to the Government of a
certificate of the receiver stating that such rates, rents or other charges are
necessary to produce revenues which shall be sufficient, but only sufficient,
with the revenues of the Mortgagor from all other sources, to meet the cost of
operation and maintenance (including, without limitation, replacements,
insurance, taxes and administrative and general overhead expenses) of the
generating plant, transmission system and related facilities of the Mortgagor,
the cost of any power and energy purchased for resale by the Mortgagor, the
cost of transmission service, and to make payments on account of principal of
and interest on all indebtedness of the Mortgagor. At such time as there exists
no default or defaults under section 1(a) of article III with respect to any
Pollution Control Note, such receiver shall be discharged by the court and
shall surrender possession and control of the Mortgaged Property to the
Mortgagor.

The rights of the noteholders and of any receiver under this section 2 shall
be subject to any federal or state law, regulation, license or permit
applicable to the operation of the Mortgaged Property.

SECTION 3. The Mortgagor covenants that it will give immediate written notice
to the Mortgagees and to all noteholders of the occurrence of an event of
default of which it has knowledge hereunder or under any of the Pollution
Control Bond Indentures or in the event that any right or remedy described in
clauses (aa) through (ee) of section 1 of this article III or clauses (a)
through (d) of section 2 of this article III or any right or remedy described
in any of the Pollution Control Bond Indentures is exercised or enforced, or
any action is taken to exercise or enforce any such right or remedy. Each
Mortgagee covenants that it will give immediate written notice to the other
Mortgagees of the occurrence of an event of default hereunder, under any of the
Pollution Control Bond Indentures of which it has knowledge or in the event
that such Mortgagee exercises or enforces any right or remedy described in said
clauses (aa) through (ee) or said clauses (a) through (d) or described in any
of the Pollution Control Bond Indentures, or takes any action to exercise or
enforce any such right or remedy. The Trustees further covenant that they will
give immediate written notice to the other Mortgagees of any use of moneys in
any Reserve Fund established under the Pollution Control Bond Indentures for
the payment of the principal of, premium, if any, and interest on any bonds
issued pursuant to any such Pollution Control Bond Indenture.

SECTION 4. At any sale hereunder any noteholder or noteholders shall have the
right to bid for and purchase the Mortgaged Property, or such part thereof as
shall be offered for sale, and any noteholder or noteholders purchasing
Mortgaged Property or any part thereof at such sale may, if permitted by law
and after allowing for the proportion of the total purchase price required to
be paid in cash, if any, for the cost and expenses of sale, compensation and
other charges incident thereto, apply the balance of principal and interest
then due under the note or notes held by such noteholder or noteholders against
the purchase price of the Mortgaged Property so purchased, in lieu of cash, up
to the amount which shall, upon distribution of the net proceeds of such sale,
be payable with respect to the note or notes held by such noteholder or
noteholders, and such amount so applied shall be credited as a payment on
account of principal of and interest on the note or notes held by such
noteholder or noteholders.

SECTION 5. Any proceeds or funds arising from the exercise of any rights or
the enforcement of any remedies herein provided after the payment or provision
for the payment of any and all costs and expenses incurred in connection with
the exercise of such rights or the enforcement of such remedies and any other
sums received by the Mortgagees, the disposition of which is not otherwise
herein specifically provided for, shall be applied first, to the payment of
indebtedness hereby secured other than under the notes; second, to the ratable
payment of interest which shall have accrued on the notes and which shall be
unpaid; third, to the ratable payment of or on account of the then outstanding
principal amount of the notes; fourth, to the

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ratable payment of any and all other amounts payable under the notes; and the
balance, if any, shall be paid to whosoever shall be entitled thereto. Any
proceeds or funds collected by the Government under this Mortgage for the
account or benefit of, or which are distributable or attributable to, any
holder of a note other than an REA Note or a Guaranteed Note shall be held by
the Government in trust for the benefit of such holder, and in no event shall
be deemed to be moneys received for the use of the United States of America, or
moneys of the United States of America, as contemplated by 31 U.S.C.A. Section
3302(b) (West 1983) or 31 U.S.C.A. Section 3302(c) (West Supp. 1994).

SECTION 6. Every right or remedy herein conferred upon or reserved to the
Mortgagees or to the noteholders shall be cumulative and shall be in addition
to every other right and remedy given hereunder or now or hereafter existing at
law, or in equity, or by statute. The pursuit of any right or remedy hereunder
shall not be deemed to be an election and shall not preclude the pursuit of any
other right or remedy.

SECTION 7. The Mortgagor, for itself and all who may claim through or under
it, covenants that it will not at any time insist upon or plead, or in any
manner whatever claim, or take the benefit or advantage of, any appraisement,
valuation, stay, extension or redemption laws now or hereafter in force in any
locality where any of the Mortgaged Property may be situated, and the
Mortgagor, for itself and all who may claim through or under it, hereby waives
the benefit of all such laws unless such waiver shall be forbidden by law.

SECTION 8. If at any time after an event of default and prior to the
institution of foreclosure proceedings, all payments in respect of principal
and interest which shall have become due and payable by the terms of the notes
shall be paid to the respective noteholders, and all other defaults hereunder
and under the notes shall have been cured, together with reimbursement for any
resulting expense or damage, to the satisfaction of all the noteholders,
together with interest at the rate per annum charged by the party making such
advance, but no higher than the highest rate permitted by applicable law, then
and in every such case, the Mortgagee or Mortgagees or the noteholder or
noteholders, as the case may be, who shall have instituted any of the foregoing
remedies shall, by written notice to the Mortgagor, waive such default or
defaults, but no such waiver shall extend to or affect any subsequent default
or impair any right consequent thereon.

SECTION 9. For purposes of this article III, to the extent permitted by
applicable state law, each noteholder appoints the Mortgagee or Mortgagees
exercising any remedy as above provided as its attorney(s)-in-fact for such
purpose. The power and agency hereby granted are coupled with an interest and
are irrevocable by death, dissolution or otherwise.

SECTION 10. Nothing herein contained shall be deemed to authorize the
Mortgagees to authorize or consent to or accept or adopt on behalf of any
noteholder any plan of reorganization, arrangement, adjustment or composition
affecting the notes or the rights of any holder thereof, or to authorize the
Mortgagees to vote in respect of the claim of any noteholder in any such
proceeding.

SECTION 11. Any rights of action and claims under this Mortgage or the notes
may be prosecuted and enforced by the Mortgagee or Mortgagees prosecuting and
enforcing the same without the possession of any of the notes or the production
thereof in any proceeding relating thereto, and, to the extent permitted by
applicable state law, any such proceeding instituted by any Mortgagee shall be
brought in its own name as attorney-in-fact for the noteholders, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Mortgagees, their
agents and counsel (but only to the extent actually incurred), be for the
ratable benefit of the noteholders in respect of which such judgment had been
recovered.

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ARTICLE IV

POSSESSION UNTIL DEFAULT-DEFEASANCE CLAUSE

SECTION 1. Until some one or more of the events of default shall have
happened, the Mortgagor shall be suffered and permitted to retain actual
possession of the Mortgaged Property, and to manage, operate and use the same
and any part thereof, with the rights and franchises appertaining thereto, and
to collect, receive, take, use and enjoy the rents, revenues, issues, earnings,
income, products and profits thereof or therefrom, subject to the provisions of
this Mortgage.

SECTION 2. The assignments to the Mortgagees of all of the Mortgagor's right,
title and interest in, to and under contracts, licenses, franchises,
ordinances, privileges, permits, chattel paper, contract rights, leases,
subleases, agreements for the charter and subcharter of ships or other vessels
(hereinafter collectively referred to in this section 2 as the "assigned
items"), to the extent set forth in the granting clauses of this Mortgage,
constitutes an assignment for security purposes. Notwithstanding the preceding
sentence, so long as no event of default has occurred and is continuing
hereunder, the Mortgagor shall be suffered and permitted, to the exclusion of
the Mortgagees, to exercise in its own name all rights, powers and privileges
under all of the assigned items to the same extent as if no assignment had been
contained in this Mortgage.

Notwithstanding any other provision of this Mortgage to the contrary, the
Mortgagor shall at all times remain liable under each of the assigned items to
perform all of its duties and obligations thereunder to the same extent as if
there had been no assignment contained in this Mortgage. Furthermore, (i)
neither the assignment under this Mortgage nor the exercise by the Mortgagees
of the rights assigned hereunder shall cause the Mortgagees to become subject
to any obligation or liability under any of the assigned items, or release the
Mortgagor from any of its duties or obligations under any of the assigned
items, or any instrument or document relating thereto, except to the extent
such exercise by any Mortgagee shall constitute performance of such duties or
obligations, and (ii) no Mortgagee shall have any obligation by reason of the
assignment under this Mortgage to make any inquiry as to the sufficiency or
authorization for any payments received by it or to take any other action to
collect or enforce any claim for payment assigned hereunder.

SECTION 3. If the Mortgagor shall well and truly pay or cause to be paid the
whole amount of the principal of and interest on the notes at the times and in
the manner therein provided, according to the true intent and meaning thereof,
and shall also pay or cause to be paid all other sums payable under the REA
Loan Contract, the CoBank Loan Agreements, the Credit Agreement, the Pollution
Control Loan Agreements and hereunder by the Mortgagor and shall well and truly
keep and perform, according to the true intent and meaning of this Mortgage,
all covenants herein required to be kept and performed by it, then and in that
case, this instrument shall be cancelled and surrendered, it being intended by
the parties hereto that this instrument shall operate as a deed to secure debt
and not as a mortgage. In any event, each noteholder, upon payment in full to
him by the Mortgagor of all principal of and interest on any note held by him
and the payment and discharge by the Mortgagor of all charges due to such
noteholder under such noteholder's note(s) hereunder, shall execute and deliver
to the Mortgagor such instrument of satisfaction, discharge, release or
reconveyance as shall be required by law in the circumstances.

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ARTICLE V

MISCELLANEOUS

SECTION 1. It is hereby declared to be the intention of each of the parties
hereto that all electric generating plants and appurtenances thereto,
transmission and distribution lines or systems, embraced in the Mortgaged
Property, including, without limitation, all rights of way and easements
granted or given to the Mortgagor or obtained by it to use real property in
connection with the construction, operation or maintenance of such plants,
lines, or systems, and all service and connecting lines, poles, posts, cross
arms, wires, cables, conduits, mains, pipes, tubes, transformers, insulators,
meters, electrical connections, lamps, fuses, junction boxes and fixtures
forming part of, or used in connection with, such plants, lines, or systems,
and all other property physically attached to any of the foregoing-described
property, shall be deemed to be real property.

SECTION 2. All of the covenants, stipulations, promises, undertakings and
agreements herein contained by or on behalf of the Mortgagor shall bind its
successors and assigns, whether so specified or not, and all titles, rights and
remedies hereby granted to or conferred upon the Mortgagees shall, subject to
the provisions of section 9 of this article V, pass to and inure to the benefit
of the successors and assigns of the Mortgagees and shall be deemed to be
granted or conferred for the ratable benefit and security of all who shall from
time to time be the holders of notes executed and delivered as herein provided.
The Mortgagor and each of the Mortgagees hereby agree to execute and deliver
such consents, acknowledgements and other instruments as may be reasonably
requested by any of the Mortgagees or any noteholder in connection with any
assignment of the rights or interests of any Mortgagee or any noteholder
hereunder or under the notes. The Pollution Control Notes may be assigned or
otherwise transferred without the consent of the Government, and the Mortgagor
and each of the Mortgagees hereby agree to execute and deliver such
acknowledgements or other instruments as may be reasonably requested by any of
the Trustees or the holder of any Pollution Control Note in connection with any
assignment of the rights or interests of any of the Trustees or holder of any
Pollution Control Note. Notwithstanding the foregoing, no sale, assignment or
transfer of any CoBank Notes, and no assignment of any right or power of CoBank
hereunder, shall be effective as against the Government or the Mortgagor,
unless such sale, assignment or transfer shall have been previously approved in
writing by the Government, it being understood that (a) no such approval shall
be required for or in connection with any assignment, transfer, mortgage,
hypothecation or pledge (hereinafter called a "security interest") by CoBank of
any CoBank Notes or any right or power of CoBank, either as Mortgagee or
noteholder, in connection with a borrowing by CoBank, provided that under the
terms thereof the rights and powers of CoBank under this Mortgage shall be
exercised by CoBank unless and until a default by CoBank exists under the terms
governing such security interest and that the restrictions herein contained
shall not apply to any sale, assignment, transfer or other disposition pursuant
to the terms governing such security interest and shall not apply to any such
disposition by any person other than CoBank, and (b) that no such approval
shall be required for or in connection with any participation by CoBank with a
Farm Credit Institution pursuant to and in accordance with the Farm Credit Act
of 1971, as amended, and the rules and regulations promulgated thereunder by
the Farm Credit Administration. Notwithstanding the foregoing, no sale,
assignment or transfer of any Credit Bank Notes, and no assignment of any right
or power of the Credit Bank hereunder, shall be effective as against the
Government or the Mortgagor, unless such sale, assignment or transfer shall
have been previously approved in writing by the Government. The Government and
the Mortgagor hereby acknowledge and agree that the Credit Bank may, without
first obtaining the prior written approval of the Government or the Mortgagor,
assign and transfer rights to receive proceeds under the Credit Agreement, the
Credit Bank Notes and hereunder to other financial institutions as described in
section 3.02(c) of the Credit Agreement and to transfer any or all of the
Letters of Credit issued by the Credit Bank's New York Branch to any other
branch or agency of the Credit Bank.

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SECTION 3. The descriptive headings of the various articles of this Mortgage
were formulated and inserted for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.

SECTION 4. All demands, notices, reports, approvals, designations, or
directions required or permitted to be given hereunder shall be in writing and
shall be deemed to be properly given if mailed by registered mail addressed to
the proper party or parties at the following addresses:

As to the Mortgagor:

Oglethorpe Power Corporation
2100 East Exchange Place
P.O. Box 1349
Tucker, Georgia 30085-1349

As to the Mortgagees:

The Government:
Rural Electrification Administration
U.S. Department of Agriculture
Washington, D.C. 20250-1500

CoBank:
National Bank for Cooperatives
Suite 1900
200 Galleria Parkway
Atlanta, Georgia 30339

The Credit Bank:
Credit Suisse
Tower 49
12 E. 49th Street
New York, New York 10017
Attention: Public Finance Department

The Trustees:
Trust Company Bank
P.O. Box 4625
Atlanta, Georgia 30302

and as to any other person, firm, corporation or governmental body or agency
having an interest herein by reason of being the holder of any note or
otherwise, at the last address designated by such person, firm, corporation,
governmental body or agency to the Mortgagor and the Mortgagees. The Mortgagor
or the Mortgagees may from time to time designate to each other a new address
to which demands, notices, reports, approvals, designations or directions may
be addressed and from and after any such designation the address designated
shall be deemed to be the address of such party in lieu of the address
hereinabove given.

SECTION 5. The invalidity of any one or more phrases, clauses, sentences,
paragraphs or provisions of this Mortgage shall not affect the remaining
portions hereof, nor shall any such invalidity as to one Mortgagee or as to any
holder of notes hereunder affect the rights of any other Mortgagee or any other
holder of notes.

SECTION 6. GLOSSARY OF TERMS

The following terms shall for all purposes under this Mortgage have the
meanings herein specified, except as otherwise expressly provided or unless the
context otherwise requires:

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"ACCOUNT NUMBER" shall mean an Account Number included in the Uniform System
of Accounts as in effect from time to time; any reference to a specific Account
Number shall include any other Account Number which may be thereafter
prescribed by REA with respect to the information contemplated by such
specified Account Number, and, if no Account Number shall be applicable after
such date to the accounts of the Mortgagor for the information contemplated by
such specified Account Number, such reference shall apply to the
corresponding information otherwise determined in an appropriate manner.

"ACT" shall mean the Rural Electrification Act of 1936, as amended, including
without limitation the amendment thereof of May 11, 1973, by P.L. 93-32 (7
U.S.C.A. (S)(S)901-950aa-1 (West 1980 & Supp. 1994)).

"ADDITIONAL COBANK NOTES" shall mean all additional notes and refunding,
renewal and substitute notes which may from time to time be executed and
delivered by the Mortgagor to CoBank pursuant to the CoBank Loan Agreements and
approved in writing by the Government pursuant to section 1 of article 1,
hereof.

"ADDITIONAL CREDIT BANK NOTES" shall mean any Credit Bank Notes other than
the First Credit Bank Note which may from time to time be executed and
delivered by the Mortgagor to the Credit Bank pursuant to the Credit Agreement,
and approved in writing by the Government pursuant to section 1 of article I
hereof.

"ADDITIONAL GUARANTEED NOTES" shall mean all additional notes and refunding,
renewal and substitute notes which may from time to time be executed and
delivered by the Mortgagor to the Government to evidence obligations of the
Mortgagor to the Government on account of the guaranteeing by the Government,
pursuant to the Act, of the repayment by the Mortgagor of a loan or loans made
by a third party or parties to the Mortgagor or made by a third party or
parties to another third party or parties and assumed by the Mortgagor.

"ADDITIONAL NOTES" shall mean the Additional REA Notes, the Additional
Guaranteed Notes, the Additional Pollution Control Notes, the Additional Credit
Bank Notes and the Additional CoBank Notes.

"ADDITIONAL OGLETHORPE-APPLING BONDS" shall mean Additional
Oglethorpe-Appling (1985 Bond Indenture) Bonds, Additional Oglethorpe-Appling
(1993 Bond Indenture) Bonds and Additional Oglethorpe-Appling (1994 Bond
Indenture) Bonds.

"ADDITIONAL OGLETHORPE-APPLING (1985 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Appling (1985 Bond Indenture) Bonds of any series other than 1985
Oglethorpe-Appling (1985 Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-APPLING (1993 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Appling (1993 Bond Indenture) Bonds of any series other than 1993
Oglethorpe-Appling (1993 Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-APPLING (1994 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Appling (1994 Bond Indenture) Bonds of any series other than 1994
Oglethorpe-Appling (1994 Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-APPLING POLLUTION CONTROL NOTES" shall mean Additional
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes and Additional
Oglethorpe-Appling (1994 Loan Agreement) Pollution Control Notes.

"ADDITIONAL OGLETHORPE-APPLING (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Notes
other than the

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First Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note which may
from time to time be executed and delivered by the Mortgagor to the
Oglethorpe-Appling 1985 Trustee pursuant to the Oglethorpe-Appling 1985 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.

"ADDITIONAL OGLETHORPE-APPLING (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Appling (1993 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Appling 1993 Trustee pursuant to the Oglethorpe-Appling 1993
Loan Agreement, and approved in writing by the Government pursuant to section 1
of article I, hereof.

"ADDITIONAL OGLETHORPE-APPLING (1994 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Appling (1994 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Appling (1994 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Appling 1994 Trustee pursuant to the Oglethorpe-Appling 1994
Loan Agreement, and approved in writing by the Government pursuant to section 1
of article I, hereof.

"ADDITIONAL OGLETHORPE-BURKE BONDS" shall mean Additional Oglethorpe-Burke
(1982 Bond Indenture) Bonds, Additional Oglethorpe-Burke (1985 Bond Indenture)
Bonds, Additional Oglethorpe-Burke (1989 Bond Indenture) Bonds, Additional
Oglethorpe-Burke (1992A Bond Indenture) Bonds, Additional Oglethorpe-Burke
(1992 (1993A) Bond Indenture) Bonds, Additional Oglethorpe-Burke (1992 (1994A)
Bond Indenture) Bonds, Additional Oglethorpe-Burke (1993B Bond Indenture) Bonds
and Additional Oglethorpe-Burke (1994B Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-BURKE (1982 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1982 Bond Indenture) Bonds of any series other than 1982
Oglethorpe-Burke (1982 Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-BURKE (1985 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1985 Bond Indenture) Bonds of any series other than 1985
Oglethorpe-Burke (1985 Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-BURKE (1989 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1989 Bond Indenture) Bonds of any series other than 1992
Oglethorpe-Burke (1989 Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-BURKE (1992A BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1992A Bond Indenture) Bonds of any series other than 1992
Oglethorpe-Burke (1992A Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-BURKE (1992 (1993A) BOND INDENTURE) BONDS" shall mean
all Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds of any series other
than 1993 Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-BURKE (1992 (1994A) BOND INDENTURE) BONDS" shall mean
all Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds of any series other
than 1994 Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-BURKE (1993B BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1993B Bond Indenture) Bonds of any series other than 1993
Oglethorpe-Burke (1993B Bond Indenture) Bonds.

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"ADDITIONAL OGLETHORPE-BURKE (1994B BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Burke (1994B Bond Indenture) Bonds of any series other than 1994
Oglethorpe-Burke (1994B Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-BURKE POLLUTION CONTROL NOTES" shall mean Additional
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes, Additional
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Notes,
Additional Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control
Notes, Additional Oglethorpe-Burke (1993B Loan Agreement) Pollution Control
Notes and Additional Oglethorpe-Burke (1994B Loan Agreement) Pollution Control
Notes.

"ADDITIONAL OGLETHORPE-BURKE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1982 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1982 Trustee pursuant to the Oglethorpe-Burke 1982 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.

"ADDITIONAL OGLETHORPE-BURKE (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1985 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1985 Trustee pursuant to the Oglethorpe-Burke 1985 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.

"ADDITIONAL OGLETHORPE-BURKE (1989 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1989 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1989 Trustee pursuant to the Oglethorpe-Burke 1989 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.

"ADDITIONAL OGLETHORPE-BURKE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1992A Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1992A Trustee pursuant to the Oglethorpe-Burke 1992A Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.

"ADDITIONAL OGLETHORPE-BURKE (1992 (1993A) LOAN AGREEMENT) POLLUTION CONTROL
NOTES" shall mean all Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution
Control Notes other than the First Oglethorpe-Burke (1992 (1993A) Loan
Agreement) Pollution Control Note which may from time to time be executed and
delivered by the Mortgagor to the Oglethorpe-Burke 1992 (1993A) Trustee
pursuant to the Oglethorpe-Burke 1992 (1993A) Loan Agreement, and approved in
writing by the Government pursuant to section 1 of article I, hereof.

"ADDITIONAL OGLETHORPE-BURKE (1992 (1994A) LOAN AGREEMENT) POLLUTION CONTROL
NOTES" shall mean all Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution
Control Notes other than the First Oglethorpe-Burke (1992 (1994A) Loan
Agreement) Pollution Control Note which may from time to time be executed and
delivered by the Mortgagor to the Oglethorpe-Burke 1992 (1994A) Trustee
pursuant to the Oglethorpe-Burke 1992 (1994A) Loan Agreement, and approved in
writing by the Government pursuant to section 1 of article I, hereof.

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"ADDITIONAL OGLETHORPE-BURKE (1993B LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1993B Trustee pursuant to the Oglethorpe-Burke 1993B Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.

"ADDITIONAL OGLETHORPE-BURKE (1994B LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Burke (1994B Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Burke (1994B Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Burke 1994B Trustee pursuant to the Oglethorpe-Burke 1994B Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I hereof.

"ADDITIONAL OGLETHORPE-HEARD BONDS" shall mean Additional Oglethorpe-Heard
(1993 Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-HEARD (1993 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Heard (1993 Bond Indenture) Bonds of any series other than 1993
Oglethorpe-Heard (1993 Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-HEARD POLLUTION CONTROL NOTES" shall mean Additional
Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes.

"ADDITIONAL OGLETHORPE-HEARD (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Heard (1993 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Heard 1993 Trustee pursuant to the Oglethorpe-Heard 1993 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.

"ADDITIONAL OGLETHORPE-MONROE BONDS" shall mean Additional Oglethorpe-Monroe
(1982 Bond Indenture) Bonds and Additional Oglethorpe-Monroe (1992A Bond
Indenture) Bonds.

"ADDITIONAL OGLETHORPE-MONROE (1982 BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Monroe (1982 Bond Indenture) Bonds of any series other than 1982
Oglethorpe-Monroe (1982 Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-MONROE (1992A BOND INDENTURE) BONDS" shall mean all
Oglethorpe-Monroe (1992A Bond Indenture) Bonds of any series other than 1992
Oglethorpe-Monroe (1992A Bond Indenture) Bonds.

"ADDITIONAL OGLETHORPE-MONROE POLLUTION CONTROL NOTES" shall mean Additional
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes and Additional
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes.

"ADDITIONAL OGLETHORPE-MONROE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control
Note which may from time to time be executed and delivered by the Mortgagor to
the Oglethorpe-Monroe 1982 Trustee pursuant to the Oglethorpe-Monroe 1982 Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.

"ADDITIONAL OGLETHORPE-MONROE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean all Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Notes
other than the First Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control
Note which may from

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time to time be executed and delivered by the Mortgagor to the
Oglethorpe-Monroe 1992A Trustee pursuant to the Oglethorpe-Monroe 1992A Loan
Agreement, and approved in writing by the Government pursuant to section 1 of
article I, hereof.

"ADDITIONAL POLLUTION CONTROL BONDS" shall mean the Additional
Oglethorpe-Appling Bonds, Additional Oglethorpe-Burke Bonds, Additional
Oglethorpe-Heard Bonds and Additional Oglethorpe-Monroe Bonds.

"ADDITIONAL POLLUTION CONTROL NOTES" shall mean the Additional
Oglethorpe-Appling Pollution Control Notes, Additional Oglethorpe-Burke
Pollution Control Notes, Additional Oglethorpe-Heard Pollution Control Notes
and Additional Oglethorpe-Monroe Pollution Control Notes.

"ADDITIONAL REA NOTES" shall mean all additional notes and refunding, renewal
and substitute notes which may from time to time be executed and delivered by
the Mortgagor to the Government to evidence (i) loans made by the Government,
acting through the Administrator, to the Mortgagor or (ii) indebtedness of the
Mortgagor incurred by the assumption by the Mortgagor of the indebtedness of a
third party or parties to the Government created by a loan or loans theretofore
made by the Government, acting through the Administrator, to such third party
or parties.

"ADMINISTRATOR" shall have the meaning specified in section 10 of article V
hereof.

"ADSCR" shall have the meaning specified in section 15A of article II hereof.

"APPLING AUTHORITY" shall mean the Development Authority of Appling County
(Georgia).

"BURKE AUTHORITY" shall mean the Development Authority of Burke County
(Georgia).

"CASH DISTRIBUTION" shall have the meaning specified in section 16 of article
II hereof.

"CERTIFICATE OF AN INDEPENDENT ENGINEER" shall mean a certificate signed and
verified by an independent engineer appointed by the Mortgagor and approved by
the Mortgagee or Mortgagees who are entitled to receive such certificate, which
approval shall not be unreasonably withheld.

"COBANK" shall mean, from and after January 1, 1989, the National Bank for
Cooperatives, a bank chartered by the Government and supervised and examined by
the Farm Credit Administration, an independent agency of the Government,
successor by merger to Columbia Bank for Cooperatives and other banks for
cooperatives, and before January 1, 1989, Columbia Bank for Cooperatives.

"COBANK LOAN AGREEMENTS" shall mean the First CoBank Transmission Loan
Agreement, the Second CoBank Transmission Loan Agreement and any additional
loan agreements (including any amendments or supplements thereto) hereafter
made between the Mortgagor and CoBank, which have been approved by the
Government in writing, pursuant to which the Mortgagor may borrow additional
funds from CoBank, to be evidenced by CoBank Notes secured by this Mortgage.

"COBANK NOTES" shall mean the First CoBank Transmission Note, the Second
CoBank Transmission Note and any Additional CoBank Notes.

"CONTEMPORANEOUS LOAN" shall mean a loan made pursuant to a loan agreement or
agreements providing for a loan or loans secured by the Mortgage, the making of
which by either lender is conditioned upon the making of a loan, therein
described, by the other lender.

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"CREDIT AGREEMENT" shall mean that certain First Amended and Restated Letter
of Credit Reimbursement Agreement dated as of June 1, 1992 (including any
amendments or supplements thereto) between the Mortgagor and the Credit Bank.

"CREDIT BANK" shall mean Credit Suisse, a banking corporation organized and
existing under the laws of Switzerland, acting by and through its New York
Branch.

"CREDIT BANK NOTES" shall mean the First Credit Bank Note and any Additional
Credit Bank Notes.

"DISTRIBUTION" shall have the meaning specified in section 16 of article II
hereof.

"DSC" shall have the meaning specified in section 15 of article II hereof.

"ENGINEER" shall mean a partnership, corporation or other business entity
engaged in the engineering profession or an individual who is a practicing
engineer.

"EQUITY" shall have the meaning specified in section 16 of article II hereof.

"EVENTS OF DEFAULT" shall have the meaning specified in section 1(a) through
1(i) of article III hereof.

"FAIR VALUE TO THE MORTGAGOR", when used with respect to any particular
property, shall mean the fair value to the Mortgagor of such property as of a
date not more than ninety (90) days prior to the date of any transaction with
respect to which the "fair value to the Mortgagor" of such property must be
determined.

"FIRST COBANK TRANSMISSION LOAN AGREEMENT" shall mean that certain loan
agreement dated as of December 30, 1983 (including any amendments or
supplements thereto) between the Mortgagor and CoBank. For purposes of this
Mortgage the CoBank First Transmission Loan Agreement is a Contemporaneous
Loan.

"FIRST COBANK TRANSMISSION NOTE" shall mean the mortgage note dated as of
June 1, 1984, of the Mortgagor, identified in the Instruments Recital, issued
to evidence a loan by CoBank to the Mortgagor under the First CoBank
Transmission Loan Agreement.

"FIRST CREDIT BANK NOTE" shall mean the mortgage note dated as of April 1,
1992, of the Mortgagor, identified in the Instruments Recital, issued to
evidence the Mortgagor's reimbursement obligation under the Credit Agreement to
pay to the Credit Bank amounts drawn under any Letter of Credit and other
amounts due and owing under the Credit Agreement.

"FIRST OGLETHORPE-APPLING POLLUTION CONTROL NOTES" shall mean the First
Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note and the First
Oglethorpe-Appling (1994 Loan Agreement) Pollution Control Note.

"FIRST OGLETHORPE-APPLING (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Appling (1985 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1985
Oglethorpe-Appling (1985 Bond Indenture) Bonds.

"FIRST OGLETHORPE-APPLING (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Appling (1993 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1993
Oglethorpe-Appling (1993 Bond Indenture) Bonds.

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"FIRST OGLETHORPE-APPLING (1994 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Appling (1994 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1994
Oglethorpe-Appling (1994 Bond Indenture) Bonds.

"FIRST OGLETHORPE-BURKE POLLUTION CONTROL NOTES" shall mean the First
Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, the First
Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control Note, the
First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note,
the First Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note and
the First Oglethorpe-Burke (1994B Loan Agreement) Pollution Control Note.

"FIRST OGLETHORPE-BURKE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1982 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1982
Oglethorpe-Burke (1982 Bond Indenture) Bonds.

"FIRST OGLETHORPE-BURKE (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1985 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1985
Oglethorpe-Burke (1985 Bond Indenture) Bonds.

"FIRST OGLETHORPE-BURKE (1989 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1989 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1992
Oglethorpe-Burke (1989 Bond Indenture) Bonds.

"FIRST OGLETHORPE-BURKE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1992
Oglethorpe-Burke (1992A Bond Indenture) Bonds.

"FIRST OGLETHORPE-BURKE (1992 (1993A) LOAN AGREEMENT) POLLUTION CONTROL NOTE"
shall mean the Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control
Note, identified in the Instruments Recital, issued in connection with the 1993
Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds.

"FIRST OGLETHORPE-BURKE (1992 (1994A) LOAN AGREEMENT) POLLUTION CONTROL NOTE"
shall mean the Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control
Note, identified in the Instruments Recital, issued in connection with the 1994
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds.

"FIRST OGLETHORPE-BURKE (1993B LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1993
Oglethorpe-Burke (1993B Bond Indenture) Bonds.

"FIRST OGLETHORPE-BURKE (1994B LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Burke (1994B Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1994
Oglethorpe-Burke (1994B Bond Indenture) Bonds.

"FIRST OGLETHORPE-HEARD POLLUTION CONTROL NOTES" shall mean the First
Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note.

"FIRST OGLETHORPE-HEARD (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Heard (1993 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1993
Oglethorpe-Heard (1993 Bond Indenture) Bonds.

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"FIRST OGLETHORPE-MONROE POLLUTION CONTROL NOTES" shall mean the First
Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note and the First
Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note.

"FIRST OGLETHORPE-MONROE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Monroe (1982 Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1982
Oglethorpe-Monroe (1982 Bond Indenture) Bonds.

"FIRST OGLETHORPE-MONROE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTE" shall
mean the Oglethorpe-Monroe (1992A Loan Agreement) Pollution Control Note,
identified in the Instruments Recital, issued in connection with the 1992
Oglethorpe-Monroe (1992A Bond Indenture) Bonds.

"FIRST POLLUTION CONTROL NOTES" shall mean the First Oglethorpe-Appling
Pollution Control Notes, the First Oglethorpe-Burke Pollution Control Notes,
the First Oglethorpe-Heard Pollution Control Notes and the First
Oglethorpe-Monroe Pollution Control Notes.

"FIRST REA TRANSMISSION NOTE" shall mean the mortgage note dated June 1, 1984
of the Mortgagor, identified in the Instruments Recital, issued to evidence a
loan made by the Government, acting through the Administrator, to the Mortgagor
under the REA Loan Contract.

"FISCAL DATE" shall have the meaning specified in section 12 of article II
hereof.

"GOVERNMENT" shall mean the United States of America.

"GUARANTEED NOTES" shall mean the Outstanding Guaranteed Notes and any
Additional Guaranteed Notes.

"GUARANTEED LENDER" shall mean the Federal Financing Bank, an instrumentality
and wholly-owned corporation of the Government.

"HEARD AUTHORITY" shall mean the Development Authority of Heard County
(Georgia).

"INDEPENDENT ENGINEER" shall mean an engineer who is not connected with the
Mortgagor as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

"INSTRUMENTS RECITAL" shall mean the thirty-third recital of this Mortgage.

"LETTER OF CREDIT" shall mean any letter of credit issued pursuant to the
Credit Agreement to secure payments of the principal of and up to 205 days'
interest on and the purchase price of the 1992 Oglethorpe-Burke (1992A Bond
Indenture) Bonds, as such letter of credit may be amended, modified, extended
or supplemented.

"LONG-TERM LEASES" shall have the meaning specified in section 7 of article
II hereof.

"MAINTENANCE CREDIT" shall have the meaning specified in section 6(b) of
article II hereof.

"MAINTENANCE DEFICIT" shall have the meaning specified in section 6(b) of
article II hereof.

"MAJORITY NOTEHOLDERS" shall mean, at any time, the holder or holders
(including the Government so long as it is a holder of any notes then
outstanding) of notes the aggregate then outstanding principal amount of which
is greater than 50 percent of the aggregate then outstanding principal amount
of all notes.

"MAXIMUM DEBT LIMIT" shall mean ten billion dollars ($10,000,000,000).

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"MONROE AUTHORITY" shall mean the Development Authority of Monroe County
(Georgia).

"MORTGAGE" shall mean this Consolidated Mortgage and Security Agreement and
any amendments or supplements hereto.

"MORTGAGED PROPERTY" shall mean all property of the Mortgagor subject to the
lien of this Mortgage, as described more fully in the granting clauses hereof.

"MORTGAGEES" shall mean the Government, CoBank, the Credit Bank and the
Trustees.

"MORTGAGOR" shall mean Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation).

"1978 MORTGAGE" shall mean that certain Consolidated Mortgage and Security
Agreement dated as of November 1, 1978, as supplemented and amended by a First
Amendment dated as of January 11, 1979, and a Supplement and Second Amendment
dated April 30, 1980, by and between the Mortgagor, the Government and the
Trust Company Bank as trustee under certain pollution control bond indentures
identified therein and securing the Outstanding Notes identified therein,
Additional Guaranteed Notes, Additional REA Notes and certain pollution
control notes identified therein.

"1982 MORTGAGE" shall mean that certain Consolidated Mortgage and Security
Agreement dated as of September 15, 1982, by and between the Mortgagor, the
Government and the Trust Company Bank as trustee under certain pollution
control bond indentures identified therein and securing the Outstanding Notes
identified therein, Additional Guaranteed Notes, Additional REA Notes and
certain pollution control notes identified therein.

"1982 OGLETHORPE-BURKE (1982 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1982 Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1982 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1982 Bonds).

"1982 OGLETHORPE-MONROE (1982 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Monroe (1982 Bond Indenture) Bonds authorized under the
Oglethorpe-Monroe 1982 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1982 Bonds).

"1984 JUNE MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of June 1, 1984, by and between the Mortgagor, the
Government, CoBank and the Trust Company Bank as trustee under certain
pollution control bond indentures identified therein and securing the
Outstanding Notes identified therein, Additional Guaranteed Notes, Additional
REA Notes, certain pollution control notes identified therein and the CoBank
Notes.

"1984 DECEMBER MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of December 1, 1984, by and between the Mortgagor,
the Government, CoBank and the Trust Company Bank as trustee under certain
pollution control bond indentures identified therein and securing the
Outstanding Notes identified therein, Additional Guaranteed Notes, Additional
REA Notes, certain pollution control notes identified therein and the CoBank
Notes.

"1985 MORTGAGE" shall mean that certain Consolidated Mortgage and Security
Agreement dated as of October 15, 1985, by and between the Mortgagor, the
Government, CoBank and the Trust Company Bank as trustee under certain
pollution control bond indentures identified therein and securing the
Outstanding Notes identified therein, Additional Guaranteed Notes, Additional
REA Notes, certain pollution control notes identified therein and the CoBank
Notes.

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"1985 OGLETHORPE-APPLING (1985 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Appling (1985 Bond Indenture) Bonds authorized under the
Oglethorpe-Appling 1985 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1985 Bonds).

"1985 OGLETHORPE-BURKE (1985 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1985 Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1985 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1985 Bonds).

"1988 SUPPLEMENTAL MORTGAGE" shall mean that certain First Supplement and
Amendment to Consolidated Mortgage and Security Agreement dated as of November
1, 1988, by and between the Mortgagor, the Government, CoBank and the Trust
Company Bank as trustee under certain pollution control bond indentures
identified therein and securing the Outstanding Notes identified therein,
Additional Guaranteed Notes, Additional REA Notes, certain pollution control
notes identified therein and the CoBank Notes.

"1989 MORTGAGE" shall mean that certain Consolidated Mortgage and Security
Agreement dated as of December 1, 1989, as supplemented by a Supplement dated
as of November 21, 1990, by and among the Mortgagor, the Government, CoBank and
the Trust Company Bank as trustee under certain pollution control bond
indentures identified therein and securing the Outstanding Notes identified
therein, Additional Guaranteed Notes, Additional REA Notes, certain pollution
control notes identified therein and the CoBank Notes.

"1992 APRIL MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of April 1, 1992, by and among the Mortgagor, the
Government, CoBank, the Credit Bank and the Trust Company Bank as trustee under
certain pollution control bond indentures identified therein and securing the
Outstanding Notes identified therein, Additional Guaranteed Notes, Additional
REA Notes, certain pollution control notes identified therein, the CoBank Notes
and the Credit Bank Notes.

"1992 OCTOBER MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of October 1, 1992, by and among the Mortgagor, the
Government, CoBank, the Credit Bank and the Trust Company Bank as trustee under
certain pollution control bond indentures identified therein and securing the
Outstanding Notes identified therein, Additional Guaranteed Notes, Additional
REA Notes, certain pollution control notes identified therein, the CoBank Notes
and the Credit Bank Notes.

"1992 DECEMBER MORTGAGE" shall mean that certain Consolidated Mortgage and
Security Agreement dated as of December 1, 1992, by and among the Mortgagor,
the Government, CoBank, the Credit Bank and the Trust Company Bank as trustee
under certain pollution control bond indentures identified therein and securing
the Outstanding Notes identified therein, Additional Guaranteed Notes,
Additional REA Notes, certain pollution control notes identified therein, the
CoBank Notes and the Credit Bank Notes.

"1992 OGLETHORPE-BURKE (1989 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1989 Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1989 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1992 Bonds).

"1992 OGLETHORPE-BURKE (1992A BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1992A Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1992A Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1992A Bonds).

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"1992 OGLETHORPE-MONROE (1992A BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Monroe (1992A Bond Indenture) Bonds authorized under the
Oglethorpe-Monroe 1992A Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1992A Bonds).

"1993 MORTGAGE" shall mean that certain Consolidated Mortgage and Security
Agreement dated as of September 1, 1993, by and among the Mortgagor, the
Government, CoBank, the Credit Bank and the Trust Company Bank as trustee under
certain pollution control bond indentures identified therein and securing the
Outstanding Notes identified therein, Additional Guaranteed Notes, Additional
REA Notes, certain pollution control notes identified therein, the CoBank Notes
and the Credit Bank Notes.

"1993 OGLETHORPE-APPLING (1993 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Appling (1993 Bond Indenture) Bonds authorized under the
Oglethorpe-Appling 1993 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1993 Bonds).

"1993 OGLETHORPE-BURKE (1992 (1993A) BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1992 (1993A) Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1993A Bonds).

"1993 OGLETHORPE-BURKE (1993B BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1993B Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1993B Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1993B Bonds).

"1993 OGLETHORPE-HEARD (1993 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Heard (1993 Bond Indenture) Bonds authorized under the
Oglethorpe-Heard 1993 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1993 Bonds).

"1994 OGLETHORPE-APPLING (1994 BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Appling (1994 Bond Indenture) Bonds authorized under the
Oglethorpe-Appling 1994 Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1994 Bonds).

"1994 OGLETHORPE-BURKE (1992 (1994A) BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1992 (1994A) Bond Indenture and authenticated and delivered in
accordance with Section 405 thereof (such Bonds are therein referred to as the
Series 1994A Bonds).

"1994 OGLETHORPE-BURKE (1994B BOND INDENTURE) BONDS" shall mean the
Oglethorpe-Burke (1994 Bond Indenture) Bonds authorized under the
Oglethorpe-Burke 1994B Bond Indenture and authenticated and delivered in
accordance with section 405 thereof (such bonds are therein referred to as the
Series 1994B Bonds).

"1994 REFINANCING NOTE" shall mean the Refinancing Note dated as of March 31,
1994, of the Mortgagor, identified in the Instruments Recital as one of the
Outstanding Guaranteed Notes.

"1994 REIMBURSEMENT NOTE" shall mean the Reimbursement Note dated September
1, 1994, of the Mortgagor, identified in the Instruments Recital.

"NOTEHOLDERS" shall mean the Mortgagees and the holders of notes.

"NOTES" shall mean the Outstanding Notes, the First Pollution Control Notes,
the First CoBank Transmission Note, the Second CoBank Transmission Note, the
First Credit Bank Note and the Additional Notes.

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"OFFICER'S CERTIFICATE" shall have the meaning specified in section 6 of
article II hereof.

"OGLETHORPE-APPLING 1985 BOND INDENTURE" shall mean the Trust Indenture dated
as of October 15, 1985, between Appling Authority and the Oglethorpe-Appling
1985 Trustee relating to the Oglethorpe-Appling (1985 Bond Indenture) Bonds.

"OGLETHORPE-APPLING 1993 BOND INDENTURE" shall mean the Trust Indenture dated
as of September 1, 1993, between Appling Authority and the Oglethorpe-Appling
1993 Trustee relating to the Oglethorpe-Appling (1993 Bond Indenture) Bonds.

"OGLETHORPE-APPLING 1994 BOND INDENTURE" shall mean the Trust Indenture dated
as of September 1, 1994, between Appling Authority and the Oglethorpe-Appling
1994 Trustee relating to the Oglethorpe-Appling (1994 Bond Indenture) Bonds.

"OGLETHORPE-APPLING BONDS" shall mean Oglethorpe-Appling (1985 Bond
Indenture) Bonds, Oglethorpe-Appling (1993 Bond Indenture) Bonds and
Oglethorpe-Appling (1994 Bond Indenture) Bonds.

"OGLETHORPE-APPLING (1985 BOND INDENTURE) BONDS" shall mean Development
Authority of Appling County (Georgia) Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Hatch Project) of any series authorized under the
Oglethorpe-Appling 1985 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1985 Oglethorpe-Appling (1985
Bond Indenture) Bonds and Additional Oglethorpe-Appling (1985 Bond Indenture)
Bonds.

"OGLETHORPE-APPLING (1993 BOND INDENTURE) BONDS" shall mean Development
Authority of Appling County (Georgia) Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Hatch Project) of any series authorized under the
Oglethorpe-Appling 1993 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1993 Oglethorpe-Appling (1993
Bond Indenture) Bonds and Additional Oglethorpe-Appling (1993 Bond Indenture)
Bonds.

"OGLETHORPE-APPLING (1994 BOND INDENTURE) BONDS" shall mean Development
Authority of Appling County (Georgia) Pollution Control Revenue Bonds
(Oglethorpe Power Corporation Hatch Project) of any series authorized under the
Oglethorpe-Appling 1994 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1994 Oglethorpe-Appling (1994
Bond Indenture) Bonds and Additional Oglethorpe-Appling (1994 Bond Indenture)
Bonds.

"OGLETHORPE-APPLING 1985 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of October 15, 1985 (including any amendments or supplements
thereto), between the Mortgagor and Appling Authority.

"OGLETHORPE-APPLING 1993 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 1, 1993 (including any amendments or
supplements thereto), between the Mortgagor and Appling Authority.

"OGLETHORPE-APPLING 1994 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 1, 1994 (including any amendments or
supplements thereto), between the Mortgagor and Appling Authority.

"OGLETHORPE-APPLING POLLUTION CONTROL NOTES" shall mean Oglethorpe-Appling
(1985 Loan Agreement) Pollution Control Notes, Oglethorpe-Appling (1993 Loan
Agreement) Pollution Control Notes and Oglethorpe-Appling (1994 Loan Agreement)
Pollution Control Notes.

"OGLETHORPE-APPLING (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1985
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Appling 1985 Loan Agreement

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to pay to Appling Authority an amount sufficient to pay the principal of and
premium, if any, and interest on the Oglethorpe-Appling (1985 Bond Indenture)
Bonds.

"OGLETHORPE-APPLING (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1993
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Appling 1993 Loan Agreement to pay to Appling Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Appling (1993 Bond Indenture) Bonds.

"OGLETHORPE-APPLING (1994 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Appling (1994
Bond Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Appling 1994 Loan Agreement to pay to Appling Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Appling (1994 Bond Indenture) Bonds.

"OGLETHORPE-APPLING 1985 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Appling 1985 Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-APPLING 1993 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Appling 1993 Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-APPLING 1994 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Appling 1994 Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-BURKE 1982 BOND INDENTURE" shall mean the Trust Indenture dated
as of September 15, 1982, between Burke Authority and the Oglethorpe-Burke 1982
Trustee relating to the Oglethorpe-Burke (1982 Bond Indenture) Bonds.

"OGLETHORPE-BURKE 1985 BOND INDENTURE" shall mean the Trust Indenture dated
as of October 15, 1985, between Burke Authority and the Oglethorpe-Burke 1985
Trustee relating to the Oglethorpe-Burke (1985 Bond Indenture) Bonds.

"OGLETHORPE-BURKE 1989 BOND INDENTURE" shall mean the Trust Indenture dated
as of December 1, 1989, between Burke Authority and the Oglethorpe-Burke 1989
Trustee relating to the Oglethorpe-Burke (1989 Bond Indenture) Bonds.

"OGLETHORPE-BURKE 1992A BOND INDENTURE" shall mean the Trust Indenture dated
as of April 1, 1992, between Burke Authority and the Oglethorpe-Burke 1992A
Trustee relating to the Oglethorpe-Burke (1992A Bond Indenture) Bonds.

"OGLETHORPE-BURKE 1992 (1993A) BOND INDENTURE" shall mean the Trust Indenture
dated as of December 1, 1992, between Burke Authority and the Oglethorpe-Burke
1992 (1993A) Trustee relating to the Oglethorpe-Burke (1992 (1993A) Bond
Indenture) Bonds.

"OGLETHORPE-BURKE 1992 (1994A) BOND INDENTURE" shall mean the Trust Indenture
dated as of December 1, 1992, between Burke Authority and the Oglethorpe-Burke
1992 (1994A) Trustee relating to the Oglethorpe-Burke (1992 (1994A) Bond
Indenture) Bonds.

"OGLETHORPE-BURKE 1993B BOND INDENTURE" shall mean the Trust Indenture dated
as of September 1, 1993, between Burke Authority and the Oglethorpe-Burke 1993B
Trustee relating to the Oglethorpe-Burke (1993B Bond Indenture) Bonds.

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"OGLETHORPE-BURKE 1994B BOND INDENTURE" shall mean the Trust Indenture
dated as of September 1, 1994, between Burke Authority and the Oglethorpe-Burke
1994B Trustee relating to the Oglethorpe-Burke (1994B Bond Indenture) Bonds.

"OGLETHORPE-BURKE BONDS" shall mean Oglethorpe-Burke (1982 Bond Indenture)
Bonds, Oglethorpe-Burke (1985 Bond Indenture) Bonds, Oglethorpe-Burke (1989 Bond
Indenture) Bonds, Oglethorpe-Burke (1992A Bond Indenture) Bonds,
Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, Oglethorpe-Burke (1992
(1994A) Bond Indenture) Bonds, Oglethorpe-Burke (1993B Bond Indenture) Bonds and
Oglethorpe-Burke (1994B Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1982 BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1982 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1982 Oglethorpe-Burke (1982
Bond Indenture) Bonds and Additional Oglethorpe-Burke (1982 Bond Indenture)
Bonds.

"OGLETHORPE-BURKE (1985 BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1985 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1985 Oglethorpe-Burke (1985
Bond Indenture) Bonds and Additional Oglethorpe-Burke (1985 Bond Indenture)
Bonds.

"OGLETHORPE-BURKE (1989 BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1989 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1992 Oglethorpe-Burke (1989
Bond Indenture) Bonds and Additional Oglethorpe-Burke (1989 Bond Indenture)
Bonds.

"OGLETHORPE-BURKE (1992A BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Adjustable Tender Pollution Control Revenue
Bonds (Oglethorpe Power Corporation Vogtle Project) of any series authorized
under the Oglethorpe-Burke 1992A Bond Indenture and authenticated and delivered
in accordance with the provisions thereof, including 1992 Oglethorpe-Burke
(1992A Bond Indenture) Bonds and Additional Oglethorpe-Burke (1992A Bond
Indenture) Bonds.

"OGLETHORPE-BURKE (1992 (1993A) BOND INDENTURE) BONDS" shall mean
Development Authority of Burke County (Georgia) Adjustable Tender Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any
series authorized under the Oglethorpe-Burke 1992 (1993A) Bond Indenture and
authenticated and delivered in accordance with the provisions thereof, including
1993 Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds and Additional
Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1992 (1994A) BOND INDENTURE) BONDS" shall mean
Development Authority of Burke County (Georgia) Adjustable Tender Pollution
Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) of any
series authorized under the Oglethorpe-Burke 1992 (1994A) Bond Indenture and
authenticated and delivered in accordance with the provisions thereof, including
1994 Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds and Additional
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1993B BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1993B Bond Indenture

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and authenticated and delivered in accordance with the provisions thereof,
including 1993 Oglethorpe-Burke (1993B Bond Indenture) Bonds and Additional
Oglethorpe-Burke (1993B Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1994B BOND INDENTURE) BONDS" shall mean Development
Authority of Burke County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Vogtle Project) of any series authorized under the
Oglethorpe-Burke 1994B Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1994 Oglethorpe-Burke (1994B
Bond Indenture) Bonds and Additional Oglethorpe-Burke (1994B Bond Indenture)
Bonds.

"OGLETHORPE-BURKE 1982 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 15, 1982 (including any amendments or
supplements thereto), between the Mortgagor and Burke Authority.

"OGLETHORPE-BURKE 1985 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of October 15, 1985 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.

"OGLETHORPE-BURKE 1989 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of December 1, 1989 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.

"OGLETHORPE-BURKE 1992A LOAN AGREEMENT" shall mean that certain loan
agreement dated as of April 1, 1992 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.

"OGLETHORPE-BURKE 1992 (1993A) LOAN AGREEMENT" shall mean that certain loan
agreement dated as of December 1, 1992 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.

"OGLETHORPE-BURKE 1992 (1994A) LOAN AGREEMENT" shall mean that certain loan
agreement dated as of December 1, 1992 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.

"OGLETHORPE-BURKE 1993B LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 1, 1993 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.

"OGLETHORPE-BURKE 1994B LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 1, 1994 (including any amendments or supplements
thereto), between the Mortgagor and Burke Authority.

"OGLETHORPE-BURKE POLLUTION CONTROL NOTES" shall mean Oglethorpe-Burke
(1982 Loan Agreement) Pollution Control Notes, Oglethorpe-Burke (1985 Loan
Agreement) Pollution Control Notes, Oglethorpe-Burke (1989 Loan Agreement)
Pollution Control Notes, Oglethorpe-Burke (1992A Loan Agreement) Pollution
Control Notes, Oglethorpe-Burke (1992 (1993A) Loan Agreement) Pollution Control
Notes, Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Notes,
Oglethorpe-Burke (1993B Loan Agreement) Pollution Control Notes and
Oglethorpe-Burke (1994B Loan Agreement) Pollution Control Notes.

"OGLETHORPE-BURKE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1982 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1982 Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1982 Bond Indenture) Bonds.

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"OGLETHORPE-BURKE (1985 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1985 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1985 Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1985 Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1989 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke (1989 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Burke 1989 Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1989 Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall
mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke
(1992A Bond Indenture) Bonds to evidence the obligation of the Mortgagor under
the Oglethorpe-Burke 1992A Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1992A Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1992 (1993A) LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke
(1992 (1993A) Bond Indenture) Bonds to evidence the obligation of the Mortgagor
under the Oglethorpe-Burke 1992 (1993A) Loan Agreement to pay to Burke Authority
an amount sufficient to pay the principal of and premium, if any, and interest
on the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1992 (1994A) LOAN AGREEMENT) POLLUTION CONTROL NOTES"
shall mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke
(1992 (1994A) Bond Indenture) Bonds to evidence the obligation of the Mortgagor
under the Oglethorpe-Burke 1992 (1994A) Loan Agreement to pay to Burke Authority
an amount sufficient to pay the principal of and premium, if any, and interest
on the Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1993B LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall
mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke
(1993B Bond Indenture) Bonds to evidence the obligation of the Mortgagor under
the Oglethorpe-Burke 1993B Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1993B Bond Indenture) Bonds.

"OGLETHORPE-BURKE (1994B LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall
mean mortgage notes of the Mortgagor issued in respect of Oglethorpe-Burke
(1994B Bond Indenture) Bonds to evidence the obligation of the Mortgagor under
the Oglethorpe-Burke 1994B Loan Agreement to pay to Burke Authority an amount
sufficient to pay the principal of and premium, if any, and interest on the
Oglethorpe-Burke (1994B Bond Indenture) Bonds.

"OGLETHORPE-BURKE 1982 TRUSTEE" Shall mean trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1982 Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-BURKE 1985 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1985 Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-BURKE 1989 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1989 Bond Indenture, and any
successor trustee thereunder.

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"OGLETHORPE-BURKE 1992A TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1992A Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-BURKE 1992 (1993A) TRUSTEE" shall mean Trust Company Bank, a
banking corporation organized and existing under the laws of the State of
Georgia, acting as trustee under the Oglethorpe-Burke 1992 (1993A) Bond
Indenture, and any successor trustee thereunder.

"OGLETHORPE-BURKE 1992 (1994A) TRUSTEE" shall mean Trust Company Bank, a
banking corporation organized and existing under the laws of the State of
Georgia, acting as trustee under the Oglethorpe-Burke 1992 (1994A) Bond
Indenture, and any successor trustee thereunder.

"OGLETHORPE-BURKE 1993B TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1993B Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-BURKE 1994B TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Burke 1994B Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-HEARD 1993 BOND INDENTURE" shall mean the Trust Indenture dated
as of September 1, 1993, between Heard Authority and the Oglethorpe-Heard 1993
Trustee relating to the Oglethorpe-Heard (1993 Bond Indenture) Bonds.

"OGLETHORPE-HEARD BONDS" shall mean Oglethorpe-Heard (1993 Bond Indenture)
Bonds.

"OGLETHORPE-HEARD (1993 BOND INDENTURE) BONDS" shall mean Development
Authority of Heard County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Wansley Project) of any series authorized under the
Oglethorpe-Heard 1993 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1993 Oglethorpe-Heard (1993
Bond Indenture) Bonds and Additional Oglethorpe-Heard (1993 Bond Indenture)
Bonds.

"OGLETHORPE-HEARD 1993 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 1, 1993 (including any amendments or supplements
thereto), between the Mortgagor and Heard Authority.

"OGLETHORPE-HEARD POLLUTION CONTROL NOTES" shall mean Oglethorpe-Heard
(1993 Loan Agreement) Pollution Control Notes.

"OGLETHORPE-HEARD (1993 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall mean
mortgage notes of the Mortgagor issued in respect of Oglethorpe-Heard (1993 Bond
Indenture) Bonds to evidence the obligation of the Mortgagor under the
Oglethorpe-Heard 1993 Loan Agreement to pay Heard Authority an amount sufficient
to pay the principal of and premium, if any, and interest on the
Oglethorpe-Heard (1993 Bond Indenture) Bonds.

"OGLETHORPE-HEARD 1993 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Heard 1993 Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-MONROE 1982 BOND INDENTURE" shall mean the Trust Indenture
dated as of September 15, 1982, between Monroe Authority and the
Oglethorpe-Monroe 1982 Trustee relating to the Oglethorpe-Monroe (1982 Bond
Indenture) Bonds.

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"OGLETHORPE-MONROE 1992A BOND INDENTURE" shall mean the Trust Indenture
dated as of October 1, 1992, between Monroe Authority and the Oglethorpe-Monroe
1992A Trustee relating to the Oglethorpe-Monroe (1992A Bond Indenture) Bonds.

"OGLETHORPE-MONROE BONDS" shall mean Oglethorpe-Monroe (1982 Bond
Indenture) Bonds and Oglethorpe-Monroe (1992A Bond Indenture) Bonds.

"OGLETHORPE-MONROE (1982 BOND INDENTURE) BONDS" shall mean Development
Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Scherer Project) of any series authorized under the
Oglethorpe-Monroe 1982 Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1982 Oglethorpe-Monroe (1982
Bond Indenture) Bonds and Additional Oglethorpe-Monroe (1982 Bond Indenture)
Bonds.

"OGLETHORPE-MONROE (1992A BOND INDENTURE) BONDS" shall mean Development
Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Oglethorpe
Power Corporation Scherer Project) of any series authorized under the
Oglethorpe-Monroe 1992A Bond Indenture and authenticated and delivered in
accordance with the provisions thereof, including 1992 Oglethorpe-Monroe (1992A
Bond Indenture) Bonds and Additional Oglethorpe-Monroe (1992A Bond Indenture)
Bonds.

"OGLETHORPE-MONROE 1982 LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 15, 1982 (including any amendments or
supplements thereto), between the Mortgagor and Monroe Authority.

"OGLETHORPE-MONROE 1992A LOAN AGREEMENT" shall mean that certain loan
agreement dated as of October 1, 1992 (including any amendments or supplements
thereto), between the Mortgagor and Monroe Authority.

"OGLETHORPE-MONROE POLLUTION CONTROL NOTES" shall mean Oglethorpe-Monroe
(1982 Loan Agreement) Pollution Control Notes and Oglethorpe-Monroe (1992A Loan
Agreement) Pollution Control Notes.

"OGLETHORPE-MONROE (1982 LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall
mean mortgage notes of the Mortgagor issued in connection with the
Oglethorpe-Monroe (1982 Bond Indenture) Bonds to evidence the obligation of the
Mortgagor under the Oglethorpe-Monroe 1982 Loan Agreement to pay to Monroe
Authority an amount sufficient to pay the principal of and premium, if any, and
interest on the Oglethorpe-Monroe (1982 Bond Indenture) Bonds.

"OGLETHORPE-MONROE (1992A LOAN AGREEMENT) POLLUTION CONTROL NOTES" shall
mean mortgage notes of the Mortgagor issued in connection with the
Oglethorpe-Monroe (1992A Bond Indenture) Bonds to evidence the obligation of the
Mortgagor under the Oglethorpe-Monroe 1992A Loan Agreement to pay to Monroe
Authority an amount sufficient to pay the principal of and premium, if any, and
interest on the Oglethorpe-Monroe (1992A Bond Indenture) Bonds.

"OGLETHORPE-MONROE 1982 TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Monroe 1982 Bond Indenture, and any
successor trustee thereunder.

"OGLETHORPE-MONROE 1992A TRUSTEE" shall mean Trust Company Bank, a banking
corporation organized and existing under the laws of the State of Georgia,
acting as trustee under the Oglethorpe-Monroe 1992A Bond Indenture, and any
successor trustee thereunder.

"OTHER FINANCING ARRANGEMENT" shall mean any arrangement pursuant to which
the Mortgagor enters into a long term contract for the purchase or other
acquisition of property, power, energy, goods or services or the acquisition of
the right to use any property (whether by lease or otherwise) or the output or
service of any property.

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"OUTSTANDING GUARANTEED NOTES" shall mean all mortgage notes of the
Mortgagor outstanding on the date hereof payable to the order of the Guaranteed
Lender, the payment of which is guaranteed by the Government pursuant to the
Act, including the notes identified in the Instruments Recital as "OUTSTANDING
GUARANTEED NOTES."

"OUTSTANDING NOTES" shall mean the Outstanding REA Notes, the Outstanding
Guaranteed Notes and the 1994 Reimbursement Note.

"OUTSTANDING REA NOTES" shall mean all mortgage notes of the Mortgagor,
including the First REA Transmission Note and the Second REA Transmission Note,
outstanding on the date hereof payable to the order of the Government which
evidence indebtedness created by loans made by the Government pursuant to the
Act under the REA Loan Contract.

"POLLUTION CONTROL BONDS" shall mean the Oglethorpe-Appling Bonds, the
Oglethorpe-Burke Bonds, the Oglethorpe-Heard Bonds and the Oglethorpe-Monroe
Bonds.

"POLLUTION CONTROL BOND INDENTURES" shall mean the Oglethorpe-Appling 1985
Bond Indenture, the Oglethorpe-Appling 1993 Bond Indenture, the
Oglethorpe-Appling 1994 Bond Indenture, the Oglethorpe-Burke 1982 Bond
Indenture, the Oglethorpe-Burke 1985 Bond Indenture, the Oglethorpe-Burke 1989
Bond Indenture, the Oglethorpe-Burke 1992A Bond Indenture, the Oglethorpe-Burke
1992 (1993A) Bond Indenture, the Oglethorpe-Burke 1992 (1994A) Bond Indenture,
the Oglethorpe-Burke 1993B Bond Indenture, the Oglethorpe-Burke 1994B Bond
Indenture, the Oglethorpe-Heard 1993 Bond Indenture, the Oglethorpe-Monroe 1982
Bond Indenture and the Oglethorpe-Monroe 1992A Bond Indenture.

"POLLUTION CONTROL LOAN AGREEMENTS" shall mean the Oglethorpe-Appling 1985
Loan Agreement, the Oglethorpe-Appling 1993 Loan Agreement, the
Oglethorpe-Appling 1994 Loan Agreement, the Oglethorpe-Burke 1982 Loan
Agreement, the Oglethorpe-Burke 1985 Loan Agreement, the Oglethorpe-Burke 1989
Loan Agreement, the Oglethorpe-Burke 1992A Loan Agreement, the Oglethorpe-Burke
1992 (1993A) Loan Agreement, the Oglethorpe-Burke 1992 (1994A) Loan Agreement,
the Oglethorpe-Burke 1993B Loan Agreement, the Oglethorpe-Burke 1994B Loan
Agreement, the Oglethorpe-Heard 1993 Loan Agreement, the Oglethorpe-Monroe 1982
Loan Agreement and the Oglethorpe-Monroe 1992A Loan Agreement.

"POLLUTION CONTROL NOTES" shall mean the Oglethorpe-Appling Pollution
Control Notes, the Oglethorpe-Burke Pollution Control Notes, the
Oglethorpe-Heard Pollution Control Notes and the Oglethorpe-Monroe Pollution
Control Notes.

"REA" shall mean the Rural Electrification Administration.

"REA LOAN CONTRACT" shall mean that certain Amended and Consolidated Loan
Contract dated as of June 1, 1984 (as heretofore and hereafter amended or
supplemented), which amended and consolidated the Loan Contract dated as of
January 7, 1975, between the Mortgagor and the Government (as such Loan Contract
had theretofore been amended or supplemented).

"REA NOTES" shall mean the Outstanding REA Notes and any Additional REA
Notes.

"RESTRICTED PROPERTY" shall have the meaning specified in section 7 of
article II hereof.

"SECOND REA TRANSMISSION NOTE" shall mean the mortgage note dated November
1, 1984, of the Mortgagor, identified in the Instruments Recital, issued to
evidence a loan made by the Government, acting through the Administrator, to the
Mortgagor under the REA Loan Contract.

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"SECOND COBANK TRANSMISSION LOAN AGREEMENT" shall mean that certain loan
agreement dated as of September 14, 1984 (including any amendments or
supplements thereto) between the Mortgagor and CoBank. For purposes of this
Mortgage the Second CoBank Transmission Loan Agreement is a Contemporaneous
Loan.

"SECOND COBANK TRANSMISSION NOTE" shall mean the mortgage note dated as of
November 1, 1984, of the Mortgagor, identified in the Instruments Recital,
issued to evidence a loan made by CoBank to the Mortgagor under the Second
CoBank Transmission Loan Agreement.

"STANDARD" shall have the meaning specified in section 6(b) of article II
hereof.

"SUBORDINATED INDEBTEDNESS" shall have the meaning specified in section 16
of article II hereof.

"TIER" shall have the meaning specified in section 15 of article II hereof.

"TRUSTEES" shall mean the Oglethorpe-Appling 1985 Trustee, the
Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Appling 1994 Trustee, the
Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1985 Trustee, the
Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the
Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A)
Trustee, the Oglethorpe-Burke 1993B Trustee, the Oglethorpe-Burke 1994B Trustee,
the Oglethorpe-Heard 1993 Trustee, the Oglethorpe-Monroe 1982 Trustee and the
Oglethorpe-Monroe 1992A Trustee.

"UNIFORM COMMERCIAL CODE" shall have the meaning specified in the last
recital of this Mortgage.

"UNIFORM SYSTEM OF ACCOUNTS" shall mean the Uniform System of Accounts
prescribed by REA for its Electric Borrowers, as such Uniform System of Accounts
may be amended or supplemented by REA from time to time.

The words "herein", "hereby", "hereunder", "hereof", "hereinbefore",
"hereinafter" and other equivalent words refer to the Mortgage, as from time to
time amended and supplemented, and not solely to the particular portion of the
Mortgage in which any such word is used.

Accounting terms not referred to above are used in this Mortgage in
accordance with the meanings given them in the Uniform System of Accounts or,
failing provision therefor in said System, the meanings given them by generally
accepted accounting principles. Any reference herein to "directors" or "board of
directors" shall also be deemed to include "trustees" or "board of trustees" as
the case may be.

SECTION 7. To the extent that any of the property described or referred to
in this Mortgage is governed by the provisions of the Uniform Commercial Code,
this Mortgage is hereby deemed a "security agreement" under the Uniform
Commercial Code, and a "financing statement" under the Uniform Commercial Code
for said security agreement. The mailing addresses of the Mortgagor as debtor,
and of the Mortgagees as secured parties, are as set forth in section 4 of this
article V.

SECTION 8. The Mortgagor agrees to indemnify and save harmless each of the
Mortgagees against any liability or damages which any of them may incur or
sustain in the exercise and performance of their powers and duties hereunder.
For such reimbursement and indemnity, the Mortgagees shall be secured under this
Mortgage in the same manner as the notes and all such reimbursements for expense
or damages shall be paid to the Mortgagees incurring or suffering the same with
interest at the rate specified in section 9 of article II hereof.

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SECTION 9. At all times when any note is held by the Government, or in the
event the Government shall assign a note without having insured the payment of
such note, this Mortgage shall secure payment of such note for the benefit of
the Government or such uninsured holder thereof, as the case may be. Whenever
any note may be sold to an insured purchaser, it shall continue to be
considered a "note" as defined herein, but as to any such insured note the
Government, and not such insured purchaser, shall be considered to be, and
shall have the rights of, the noteholder for purposes of this Mortgage. Notice
of the rights of the Government under the preceding sentence shall be set forth
in all such insured notes. As to any note which may evidence a loan or loans
guaranteed pursuant to the Act, the Government, and not the guaranteed lender
or lenders, shall be considered to be, and shall have the rights of, the
noteholder for purposes of this Mortgage. Without limiting the foregoing
provisions of this Section 9, the Government is the agent of the Guaranteed
Lender for purposes of holding the Guaranteed Notes payable to the Guaranteed
Lender and serving as Mortgagee, and holding security title to the Mortgaged
Property pursuant to this Mortgage, on behalf of the Guaranteed Lender.

SECTION 10. Any reference herein to the Administrator shall be deemed to
mean the Administrator of the Rural Electrification Administration or his duly
authorized representative or any other person or authority in whom may be vested
the duties and functions which the Administrator is now or may hereafter be
authorized by law to perform.

SECTION 11. This Mortgage may be simultaneously executed in any number of
counterparts, and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

SECTION 12. The consent of neither the Credit Bank, the Trustees nor CoBank
shall be required for any waiver of or amendment to any of the following
provisions of this Mortgage if the waiver or amendment shall have been approved
in writing by the Government:

(a) The definition of "Maximum Debt Limit" contained in section 6 of
article V of this Mortgage;
(b) Section 6(b) of article II of this Mortgage;
(c) Section 8 of article II of this Mortgage (except with respect to
inclusion of CoBank, the Credit Bank or any of the Trustees as a mortgagee
in insurance policies, if any, which may from time to time be required by
such section 8 of article II); and

(d) Section 15 of article II of this Mortgage.

Notwithstanding anything in this section 12 to the contrary, the prior written
consent of the Credit Bank shall be required for any waiver of or amendment to
section 8 of article II if the effect thereof is to increase the deductibles or
reduce the classes or amounts of insurance required, and for any waiver to or
amendment of section 15 of article II if the effect thereof is to reduce the
TIER and DSC requirements except as expressly therein provided.

In addition, this Mortgage may be amended in any way without the consent of any
noteholder if such amendment is expressed to take effect only after the notes
held by such non-consenting noteholder and other amounts due to such
non-consenting noteholder hereunder have been paid in full. The Credit Bank,
the Trustees and CoBank will from time to time upon written demand of the
Government execute, acknowledge and deliver all such further supplemental
mortgages or other instruments as may reasonably be requested by the Government
to effect any such amendment or to effect the perfection of the Mortgage as so
amended. Subject to section 13 of this article V and, with respect to the
Oglethorpe-Burke 1992 (1993A) Trustee and the Oglethorpe-Burke 1992 (1994A)
Trustee, section 14 of this article V, no other provision of this Mortgage may
be waived or amended without the prior written consent of each of the Credit
Bank, the Oglethorpe-Burke 1992 (1993A) Trustee and the Oglethorpe-Burke 1992
(1994A) Trustee; PROVIDED, HOWEVER, this provision shall not effect the
exercise by the Government of any discretion vested in it pursuant to the terms
of this Mortgage.

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SECTION 13. The consent of neither the Credit Bank, the Trustees nor CoBank
shall be required for any waiver of any provision of or amendment to this
Mortgage in the circumstances specified in sections 3 and 5 of article II of
this Mortgage or for any one or more of the following purposes:

(a) To convey, transfer and assign to the Mortgagees and to subject to
the lien of this Mortgage, with the same force and effect as though
included in the granting clause hereof, additional property; and

(b) To add to the covenants of the Mortgagor further covenants,
restrictions or conditions for the protection of the holders of the notes
secured hereby, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions
or conditions a default or an event of default permitting the enforcement
of any or all of the several remedies provided in this Mortgage as herein
set forth. Any such additional covenant, restriction or condition may
provide for a period of grace after default or may provide for an immediate
enforcement upon such default or may limit the remedies available to the
Mortgagees upon such default.

The Credit Bank, the Trustees and CoBank will from time to time upon written
demand of the Government execute, acknowledge and deliver all such further
supplemental mortgages or other instruments as may be reasonably requested by
the Government to effect any such amendment.

SECTION 14. Notwithstanding anything contained herein to the contrary, the
consent of neither the Oglethorpe-Monroe 1992A Trustee, the Oglethorpe-Burke
1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A) Trustee, the
Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke 1993B Trustee, the
Oglethorpe-Heard 1993 Trustee the Oglethorpe-Appling 1994 Trustee nor the
Oglethorpe-Burke 1994B Trustee shall be required to waive, amend or supplement
this Mortgage or any provision hereof or to substitute as a replacement for
this Mortgage an alternate mortgage, deed to secure debt, deed of trust, trust
indenture or other security instrument provided:

(a) this Mortgage as so waived, amended or supplemented or any such
alternate security instrument (the "New Mortgage"): (i) secures equally and
ratably the payment of the principal of and interest on such of the notes
immediately theretofore secured under this Mortgage as are to remain
outstanding, including the Oglethorpe-Monroe (1992A Loan Agreement)
Pollution Control Notes, the Oglethorpe-Burke (1992 (1993A) Loan Agreement)
Pollution Control Notes, the Oglethorpe-Burke (1992 (1994A) Loan Agreement)
Pollution Control Notes, the Oglethorpe-Appling (1993 Loan Agreement)
Pollution Control Notes, the Oglethorpe-Burke (1993B Loan Agreement)
Pollution Control Notes, the Oglethorpe-Heard (1993 Loan Agreement)
Pollution Control Notes, the Oglethorpe-Appling (1994 Loan Agreement)
Pollution Control Notes and the Oglethorpe-Burke (1994B Loan Agreement)
Pollution Control Notes, and (ii) creates a lien on substantially all of
the real and tangible personal property of the Mortgagor then subject to
the Mortgage, which property shall then be subject to no prior lien for
borrowed money except for prior liens permitted by this Mortgage and
existing on the date the New Mortgage becomes effective and such prior
liens arising thereafter as shall be permitted by the New Mortgage; and

(b) the Mortgagor shall furnish to each of the Oglethorpe-Monroe 1992A
Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke
1992 (1994A) Trustee, the Oglethorpe-Appling 1993 Trustee, the
Oglethorpe-Burke 1993B Trustee, the Oglethorpe-Heard 1993 Trustee, the
Oglethorpe-Appling 1994 Trustee and the Oglethorpe-Burke 1994B Trustee
written evidence from any two nationally recognized securities rating
agencies then rating the Oglethorpe-Monroe (1992A Bond Indenture) Bonds,
the Oglethorpe-Burke (1992 (1993A) Bond Indenture) Bonds, the
Oglethorpe-Burke (1992 (1994A) Bond Indenture) Bonds, the
Oglethorpe-Appling (1993 Bond Indenture) Bonds, the Oglethorpe-Burke
(1993B Bond Indenture) Bonds, the Oglethorpe-Heard (1993 Bond Indenture)
Bonds,

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<PAGE>

the Oglethorpe-Appling (1994 Bond Indenture) Bonds and the Oglethorpe-Burke
(1994B Bond Indenture) Bonds, respectively, that their respective ratings
of the Oglethorpe-Monroe (1992A Bond Indenture) Bonds, the Oglethorpe-Burke
(1992 (1993A) Bond Indenture) Bonds, the Oglethorpe-Burke (1992 (1994A)
Bond Indenture) Bonds, the Oglethorpe-Appling (1993 Bond Indenture) Bonds,
the Oglethorpe-Burke (1993B Bond Indenture) Bonds, the Oglethorpe-Heard
(1993 Bond Indenture) Bonds, the Oglethorpe-Appling (1994 Bond Indenture)
Bonds and the Oglethorpe-Burke (1994B Bond Indenture) Bonds will not be
withdrawn or reduced as a result of such amendment, modification,
supplement or substitution.

From time to time upon written request of the Mortgagor, the Oglethorpe-Monroe
1992A Trustee, the Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke
1992 (1994A) Trustee, the Oglethorpe-Appling 1993 Trustee, the Oglethorpe-Burke
1993B Trustee, the Oglethorpe-Heard 1993 Trustee, the Oglethorpe-Appling 1994
Trustee and the Oglethorpe-Burke 1994B Trustee will execute, acknowledge and
deliver all such waivers, amendments, supplements or substitute mortgages,
deeds to secure debt, deeds of trust or other similar security instruments as
to which the consent of the referenced Trustees is not required as provided in
this section 14. This section 14 is not intended and shall not be construed to
enlarge or diminish the authority or power of any of the Trustees under the
terms and conditions of the Pollution Control Bond Indentures to consent to any
waiver of or amendment or supplement to this Mortgage or to any substitution
for this Mortgage.

SECTION 15. Any provision of this Mortgage to the contrary notwithstanding,
this Mortgage is intended to constitute a deed to secure debt and a security
agreement conveying legal title to the Mortgaged Property and is not intended
to constitute a mortgage. This Mortgage shall be construed in accordance with
the existing laws of the State of Georgia relating to deeds to secure debt and
in accordance with the provisions of the Uniform Commercial Code of the State
of Georgia relating to security agreements. To this end, the following
definitions shall apply:

(a) The word "Mortgage" shall, when used as a noun, include "deed to
secure debt."
(b) The word "mortgage" shall, when used as a verb, include "grant,
bargain, and sell."
(c) The word "Mortgagor" shall include "Grantor."
(d) The word "Mortgagee" shall include "Grantee."
(e) The word "lien" or "mortgage lien" shall include "security title."

SECTION 16. The effect and meaning of this Mortgage and the rights of all
parties hereunder shall be governed by, and construed according to, the laws of
the State of Georgia, except to the extent governed by federal law.

SECTION 17. This Mortgage shall be effective upon execution and delivery by
the Mortgagor and the Mortgagees.

In the event the First Oglethorpe-Appling (1994 Loan Agreement) Pollution
Control Note is not duly authorized, executed and delivered by the Mortgagor
prior to March 31, 1995, then: (a) the Oglethorpe-Appling (1994 Loan Agreement)
Pollution Control Notes shall not be notes for any purpose under this Mortgage
and shall not be secured by this Mortgage; (b) the Oglethorpe-Appling 1994
Trustee shall not be a Mortgagee or "noteholder" hereunder; (c) any right,
title, remedy or power herein provided to the Oglethorpe-Appling 1994 Trustee,
as Mortgagee or otherwise, shall be null and void and without force and effect;
(d) this Mortgage shall continue in full force and effect as if this Mortgage
had been executed solely by the Mortgagor, the Government, CoBank, the Credit
Bank, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Appling 1993 Trustee,
the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1985 Trustee, the
Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the
Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A)
Trustee, the Oglethorpe-Burke 1993B Trustee, the Oglethorpe-Heard 1993 Trustee,
the Oglethorpe-Monroe 1982

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<PAGE>

Trustee and the Oglethorpe-Monroe 1992A Trustee and the other Trustee if such
Trustee is a Mortgagee hereunder; and (e) the Oglethorpe-Appling 1994 Trustee
shall file or cause to be filed such documents and instruments in such offices
as may be reasonably requested by the Mortgagor or the Government to evidence
that the Oglethorpe-Appling 1994 Trustee is not a party to this Mortgage. The
Mortgagor shall execute and deliver the First Oglethorpe-Appling (1994 Loan
Agreement) Pollution Control Note only upon the consent in writing of the
Government to such execution and delivery which consent shall not be
unreasonably withheld.

In the event the First Oglethorpe-Burke (1994B Loan Agreement) Pollution
Control Note is not duly authorized, executed and delivered by the Mortgagor
prior to March 31, 1995, then: (a) the Oglethorpe-Burke (1994B Loan Agreement)
Pollution Control Notes shall not be notes for any purpose under this Mortgage
and shall not be secured by this Mortgage; (b) the Oglethorpe-Burke 1994B
Trustee shall not be a Mortgagee or "noteholder" hereunder; (c) any right,
title, remedy or power herein provided to the Oglethorpe-Burke 1994B Trustee,
as Mortgagee or otherwise, shall be null and void and without force and effect;
(d) this Mortgage shall continue in full force and effect as if this Mortgage
had been executed solely by the Mortgagor, the Government, CoBank, the Credit
Bank, the Oglethorpe-Appling 1985 Trustee, the Oglethorpe-Appling 1993 Trustee,
the Oglethorpe-Burke 1982 Trustee, the Oglethorpe-Burke 1985 Trustee, the
Oglethorpe-Burke 1989 Trustee, the Oglethorpe-Burke 1992A Trustee, the
Oglethorpe-Burke 1992 (1993A) Trustee, the Oglethorpe-Burke 1992 (1994A)
Trustee, the Oglethorpe-Burke 1993B Trustee, the Oglethorpe-Heard 1993 Trustee,
the Oglethorpe-Monroe 1982 Trustee and the Oglethorpe-Monroe 1992A Trustee and
the other Trustee if such Trustee is a Mortgagee hereunder; and (e) the
Oglethorpe-Burke 1994B Trustee shall file or cause to be filed such documents
and instruments in such offices as may be reasonably requested by the
Mortgagor or the Government to evidence that the Oglethorpe-Burke 1994B Trustee
is not a party to this Mortgage. The Mortgagor shall execute and deliver the
First Oglethorpe-Burke (1994B Loan Agreement) Pollution Control Note only upon
the consent in writing of the Government to such execution and delivery which
consent shall not be unreasonably withheld.

SECTION 18. The Mortgagor and the Mortgagees intend, in the event that the
Government is to cease to be a noteholder secured by this Mortgage, that
amendments to this Mortgage be made to delete herefrom such covenants,
agreements and other provisions as may no longer be appropriate in the absence
of the Government as a Mortgagee hereunder and to designate which Mortgagee or
Mortgagees, if any, should be entitled to exercise the remaining various
rights, powers and duties reserved to the Government hereunder. In the event
that such amendments should not be made prior to the time the Government ceases
to be a noteholder hereunder, the rights, powers and duties reserved to the
Government hereunder shall be exercisable by the majority noteholders until
such amendment and modification shall become effective; provided, however, that
the foregoing provisions of this sentence shall not relieve the Mortgagor or
any Mortgagee from negotiating diligently and in good faith to agree upon the
amendments contemplated by this section 18.

SECTION 19. A Mortgagee acting hereunder shall not be liable to the
Mortgagor, the other Mortgagees or any noteholder except for losses resulting
from gross negligence or willful misfeasance.

SECTION 20. Notwithstanding anything to the contrary contained herein,
unless and until Burke Authority makes a loan to the Mortgagor as provided in
Section 4.1 of the Oglethorpe-Burke 1992 (1994A) Loan Agreement and the proceeds
of such loan are applied in partial prepayment of the First Oglethorpe-Burke
(1985 Loan Agreement) Pollution Control Note pursuant to Section 8.1 of the
Oglethorpe-Burke 1985 Loan Agreement:

(a) No prepayment shall be required on the First Oglethorpe-Burke
(1992 (1994A) Loan Agreement) Pollution Control Note pursuant to the
following provisions of this Mortgage:

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<PAGE>

(1) Section 5(c)(aa) of article II (regarding pro rata prepayment
of the notes from the proceeds of a sale of Mortgaged Property);
(2) Section 5(c)(bb)C of article II (regarding pro rata prepayment
of the notes from the proceeds of a sale of Mortgaged Property);
(3) Section 6(b) of article II (regarding pro rata prepayment of
the notes from amounts paid by the Mortgagor in connection with a
Maintenance Deficit);
(4) Section 8(b) of article II (regarding pro rata prepayment of
the notes from proceeds of insurance or fidelity bond); or
(5) Section 17 of article II (regarding the ratable prepayment of
the notes from proceeds of a taking under the power of eminent domain);

(b) The Oglethorpe-Burke 1992 (1994A) Trustee shall not be considered:
(1) A "noteholder" for purposes of section 3 of article II of this
Mortgage (regarding the approval to secure indebtedness arising under
certain long-term contracts);
(2) A "noteholder" for purposes of section 6(b) of article II of
this Mortgage (regarding amounts deposited in trust for the noteholders
from amounts paid by the Mortgagor in connection with a Maintenance
Deficit);
(3) A "noteholder" for purposes of sections 1(a), 1(b), 1(c), 1(d),
and 1(i) of article III of this Mortgage (regarding the giving of
notices of certain events of default);
(4) A "Mortgagee" for purposes of section 2(b)(1) of article III of
this Mortgage (regarding the exercise of rights and remedies); or
(5) A "Trustee" for purposes of section 2(c) of article III of this
Mortgage (regarding declaration of acceleration);

(c) The First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution
Control Note shall not be considered:
(1) A note secured under this Mortgage for purposes of calculating
the Maximum Debt Limit specified in section 1 of article I of this
Mortgage;
(2) A "Pollution Control Note" for purposes of section 2(d) of
article III of this Mortgage (regarding the right to appoint a
receiver); or
(3) A note for purposes of section 5 of article III of this Mortgage
(regarding ratable payment on notes);

(d) The consent of the Oglethorpe-Burke 1992 (1994A) Trustee shall not
be required for purposes of section 5(c)(bb) of article II of this Mortgage
(regarding the release or sale of property); and

(e) No principal amount shall be considered outstanding under the
First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution Control Note
for purposes of:
(1) the definition of the term "majority noteholders" in the
GLOSSARY OF TERMS set forth in section 6 of article V of this
Mortgage; or
(2) sections 2(a) and 2(b)(1) of article III of this Mortgage
(regarding the right to exercise rights and remedies).

SECTION 21. In the event the 1994 Oglethorpe-Burke (1992 (1994A) Bond
Indenture) Bonds are not authenticated and delivered on or before March 31,
1995, in accordance with Section 405 of the Oglethorpe-Burke 1992 (1994A) Bond
Indenture, the First Oglethorpe-Burke (1992 (1994A) Loan Agreement) Pollution
Control Note shall be void in accordance with its terms and, in such event, the
Oglethorpe-Burke 1992 (1994A) Trustee shall execute and deliver to the
Mortgagor such instrument of discharge, release or reconveyance as shall be
requested by the Mortgagor.

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<PAGE>

SECTION 22. Notwithstanding anything to the contrary contained herein, as
long as a Letter of Credit is outstanding and the Credit Bank is not in default
with respect to any of its obligations under such Letter of Credit, then:

(a) Based solely upon the First Oglethorpe-Burke (1992A Loan
Agreement) Pollution Control Note, the Oglethorpe-Burke 1992A Trustee shall
not be considered:
(1) A "noteholder" for purposes of section 3 of article II of this
Mortgage (regarding the approval to secure indebtedness arising under
certain long-term contracts);
(2) A "Trustee" for purposes of section 5(c)(bb) of article II of
this Mortgage (regarding the release or sale of property);
(3) A "noteholder" for purposes of section 6(b) of article II of
this Mortgage (regarding amounts deposited in trust for the noteholders
from amounts paid by the Mortgagor in connection with a Maintenance
Deficit);
(4) A "noteholder" for purposes of sections 1(a), 1(b), 1(c), 1(d)
and 1(i) of article III of this Mortgage (regarding the giving of
notices of certain events of default); or
(5) A "Mortgagee" for purposes of section 2(b)(1) of article III of
this Mortgage (regarding the exercise of rights and remedies);

(b) The First Oglethorpe-Burke (1992A Loan Agreement) Pollution
Control Note shall not be considered:
(1) A note secured under this Mortgage for purposes of calculating
the Maximum Debt Limit specified in section 1 of article I of this
Mortgage; or
(2) A "Pollution Control Note" for purposes of section 2(d) of
article III of this Mortgage (regarding the right to appoint a
receiver); and

(c) The Credit Bank, and not the Oglethorpe-Burke 1992A Trustee, shall
be considered to be, and shall have the rights of, the holder of the First
Oglethorpe-Burke (1992A Loan Agreement) Pollution Control Note, for
purposes of section 5(b) of article II of this Mortgage, sections 1(cc),
2(a) and 2(b) of article III of this Mortgage, the definition of the term
"majority noteholders" in the Glossary of Terms set forth in section 6 of
this article V and section 18 of this article V.

SECTION 23. Notwithstanding any other provision hereof to the contrary, all
of the Mortgagees agree to the substitution of an Alternate Credit Facility or
an Alternate Letter of Credit for any Letter of Credit, to the execution and
delivery of such documentation (the "New Credit Agreement") as may be required
by the issuer (the "New Credit Bank") of such Alternate Credit Facility or
Alternate Letter of Credit in order to evidence the obligations of the
Mortgagor with respect thereto (including, without limitation, promissory
notes) and, in connection therewith, to amend this Mortgage, or execute and
deliver such other instrument or instruments as may be appropriate, in order to
add the New Credit Bank as a Mortgagee secured under this Mortgage, if in
connection therewith the Government shall consent in writing thereto or each
and every one of the following conditions are satisfied:

(a) the senior unsecured short-term debt obligations of the New Credit
Bank are rated "A1" or higher by Standard & Poor's Corporation and "P1" by
Moody's Investor Services, Inc.;

(b) no amendment is made to this Mortgage other than as is necessary
to add the New Credit Bank as a Mortgagee and to provide that any note
executed by the Mortgagor in favor of the New Credit Bank in connection
with the New Credit Agreement constitutes one of the "notes" hereunder;

(c) the New Credit Bank shall receive rights identical to those of
Credit Bank under this Mortgage with respect to representations,
warranties, covenants, events of default, remedies and otherwise;

155

<PAGE>

(d) the New Credit Agreement shall not contain covenants (other than
those respecting fees and interest payable on unreimbursed drawings),
events of default or remedies which are not contained in the Credit
Agreement;

(e) the New Credit Agreement shall not require that amounts drawn
under the Alternate Credit Facility or Alternate Letter of Credit be repaid
by the Mortgagor more quickly than would be required under the Credit
Agreement if such amounts were drawn under any Letter of Credit; and

(f) the Government shall receive such evidence as it shall reasonably
require showing that the lien of this Mortgage, as so amended or
supplemented, is subject only to Permitted Encumbrances.

Nothing in this section 23 shall limit or restrict the ability of any Mortgagee
to amend this Mortgage. For purposes of this section 23, Alternate Credit
Facility and Alternate Letter of Credit shall have the meanings ascribed to
such terms in the Oglethorpe-Burke 1992A Bond Indenture.

156

<PAGE>

IN WITNESS WHEREOF, OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP
GENERATION & TRANSMISSION CORPORATION), as Mortgagor, has caused this
Consolidated Mortgage and Security Agreement to be signed in its name and its
corporate seal to be hereunto affixed and attested by its officers thereunto
duly authorized, UNITED STATES OF AMERICA, as Mortgagee, has caused this
Consolidated Mortgage and Security Agreement to be duly executed in its behalf,
NATIONAL BANK FOR COOPERATIVES, as Mortgagee, and TRUST COMPANY BANK, as
Mortgagee, in its capacity as Trustee under, respectively, the
Oglethorpe-Appling 1985 Bond Indenture, the Oglethorpe-Appling 1993 Bond
Indenture, the Oglethorpe-Appling 1994 Bond Indenture, the Oglethorpe-Burke 1982
Bond Indenture, the Oglethorpe-Burke 1985 Bond Indenture, the Oglethorpe-Burke
1989 Bond Indenture, the Oglethorpe-Burke 1992A Bond Indenture, the
Oglethorpe-Burke 1992 (1993A) Bond Indenture, the Oglethorpe-Burke 1992 (1994A)
Bond Indenture, the Oglethorpe-Burke 1993B Bond Indenture, the Oglethorpe-Burke
1994B Bond Indenture, the Oglethorpe-Heard 1993 Bond Indenture, the
Oglethorpe-Monroe 1982 Bond Indenture and the Oglethorpe-Monroe 1992A Bond
Indenture, each has caused this Consolidated Mortgage and Security Agreement to
be signed in its name and its corporate seal to be hereunto affixed and attested
by its officers thereunto duly authorized, and CREDIT SUISSE, acting by and
through its New York Branch, as Mortgagee, has caused this Consolidated Mortgage
and Security Agreement to be signed in its name by its officers thereunto duly
authorized, all as of the date and year first above written.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION &
TRANSMISSION CORPORATION)

By: /s/ T. D. KILGORE
-------------------------------
TITLE: PRESIDENT AND
CHIEF EXECUTIVE OFFICER

(Seal)

Attest: /s/ PATRICIA N. NASH
---------------------------
TITLE: ASSISTANT SECRETARY

Signed, sealed and delivered by the
Mortgagor in the presence of:

/s/ CHERRY FREDERICK
-------------------------------------
Witness

/s/ THOMAS J. BRENDIAR
-------------------------------------
Notary Public

(Notarial Seal)

Notary Public, Fulton County, Georgia
My Commission Expires December 1, 1996

157

<PAGE>

(This page has been left blank intentionally.)

158

<PAGE>

UNITED STATES OF AMERICA

By: /s/ WALLY BEYER
--------------------------------
TITLE: ADMINISTRATOR OF THE RURAL
ELECTRIFICATION ADMINISTRATION

Signed and delivered by the United States
of America, Mortgagee, in the
presence of:

/s/ JAMES F. ELLIOTT
------------------------------------------
Witness

/s/ JAMES F. MOTHERSHED
------------------------------------------
Notary Public

(Notarial Seal)

Notary Public, District of Columbia
My Commission Expires April 30,1999

159

<PAGE>

(This page has been left blank intentionally.)

160

<PAGE>

NATIONAL BANK FOR COOPERATIVES

By: /s/ GLORIA S. HANCOCK
-------------------------------------
TITLE: VICE PRESIDENT

(Seal)

Attest: /s/ THOMAS A. SCHROEDER
---------------------------------
TITLE: ASSISTANT SECRETARY

Signed, sealed and delivered by National
Bank for Cooperatives, Mortgagee, in
the presence of:

/s/ CHERRY FREDERICK
-------------------------------------
Witness

/s/ THOMAS J. BRENDIAR
-------------------------------------
Notary Public

(Notarial Seal)

Notary Public, Fulton County, Georgia
My Commission Expires December 1, 1996

161

<PAGE>

(This page has been left blank intentionally.)

162

<PAGE>

CREDIT SUISSE, ACTING BY AND
THROUGH ITS NEW YORK BRANCH

By: /s/ SCOTT S. DAVIS
-------------------------------------
TITLE: MEMBER OF SENIOR MANAGEMENT

By: /s/ RAYMOND A. DIPRINZIO
-------------------------------------
TITLE: ASSOCIATE

Signed and delivered by Credit Suisse,
acting by and through its New York
Branch, Mortgagee, in the presence of:

/s/ THOMAS J. BRENDIAR
-------------------------------------
Witness

/s/ CATHERINE VAPSYA
-------------------------------------
Notary Public

(Notarial Seal)

Notary Public, State of New York No.
4977654, Qualified in Nassau County
Commission Expires Feb. 11, 1995

163

<PAGE>

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164

<PAGE>

TRUST COMPANY BANK, AS TRUSTEE UNDER THE
RESPECTIVE POLLUTION CONTROL BOND
INDENTURES

By: /s/ T. J. DONALDSON
-------------------------------------
TITLE: GROUP VICE PRESIDENT

(Seal)

Attest: /s/ BYRAN ECHOLS
-------------------------------------
TITLE: VICE PRESIDENT

Signed, sealed and delivered by Trust
Company Bank as Trustee under the
respective Pollution Control Bond
Indentures, Mortgagee, in the
presence of:

/s/ CHERRY FREDERICK
-------------------------------------
Witness

/s/ THOMAS J. BRENDIAR
-------------------------------------
Notary Public

(Notarial Seal)

Notary Public, Fulton County, Georgia
My Commission Expires December 1, 1996

165

<PAGE>

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166

<PAGE>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
Oglethorpe Power Corporation's balance sheet as of December 31, 1994 and
related statements of revenues and expenses and cash flows for the period
ended December 31, 1994 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK<F1>
<TOTAL-NET-UTILITY-PLANT> 4,519,228
<OTHER-PROPERTY-AND-INVEST> 140,698
<TOTAL-CURRENT-ASSETS> 391,573
<TOTAL-DEFERRED-CHARGES> 296,956
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,348,455
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 309,496
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0
0
0
<LONG-TERM-DEBT-NET> 4,128,080
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 90,086
0
<CAPITAL-LEASE-OBLIGATIONS> 303,749
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 517,044
<TOT-CAPITALIZATION-AND-LIAB> 5,348,455
<GROSS-OPERATING-REVENUE> 1,056,082
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 768,675
<TOTAL-OPERATING-EXPENSES> 768,675
<OPERATING-INCOME-LOSS> 287,407
<OTHER-INCOME-NET> 40,795
<INCOME-BEFORE-INTEREST-EXPEN> 328,202
<TOTAL-INTEREST-EXPENSE> 305,120
<NET-INCOME> 23,082
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 63,051
<CASH-FLOW-OPERATIONS> 109,955
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> $309,496 represents total retained patronage capital. The Registrant
is a membership corporation and has no authorized or outstanding equity
securities.
</FN>

</TABLE>