10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
OR
o	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. 000-53908

(An Electric Membership Corporation)
(Exact name of registrant as specified in its charter)

Georgia (State or other jurisdiction of incorporation or organization)	58-1211925 (I.R.S. employer identification no.)
2100 East Exchange Place Tucker, Georgia (Address of principal executive offices)	30084-5336 (Zip Code)
Registrant's telephone number, including area code	(770) 270-7600

        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 ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer o    Accelerated Filer o    Non-Accelerated Filer  ý (Do not check if a smaller reporting company)    Smaller Reporting Company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        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.

(This page has been left blank intentionally.)

OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2010

			Page No.
PART I—FINANCIAL INFORMATION
	Item 1.	Financial Statements	2
		Unaudited Condensed Balance Sheets as of March 31, 2010 and December 31, 2009	2
		Unaudited Condensed Statements of Revenues and Expenses For the Three Months ended March 31, 2010 and 2009	4
		Unaudited Condensed Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Deficit For the Three Months ended March 31, 2010 and 2009	5
		Unaudited Condensed Statements of Cash Flows For the Three Months ended March 31, 2010 and 2009	6
		Notes to Unaudited Condensed Financial Statements For the Three Months ended March 31, 2010 and 2009	7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4.	Controls and Procedures	26
PART II—OTHER INFORMATION
	Item 1.	Legal Proceedings	27
	Item 1A.	Risk Factors	27
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
	Item 3.	Defaults Upon Senior Securities	27
	Item 4.	Reserved	27
	Item 5.	Other Information	27
	Item 6.	Exhibits	28
SIGNATURES			29

1

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Oglethorpe Power Corporation
Condensed Balance Sheets (Unaudited)
March 31, 2010 and December 31, 2009

			(dollars in thousands)
		2010			2009
Assets
Electric plant:
	In service	$	6,640,891		$	6,550,938
	Less: Accumulated provision for depreciation		(3,023,117	)		(2,993,215	)
			3,617,774			3,557,723
	Nuclear fuel, at amortized cost		249,405			215,949
	Construction work in progress		646,857			626,824
			4,514,036			4,400,496
Investments and funds:
	Decommissioning fund		247,472			239,746
	Deposit on Rocky Mountain transactions		117,591			115,641
	Bond, reserve and construction funds		2,981			3,982
	Investment in associated companies		54,434			53,199
	Long-term investments		88,309			87,129
	Other, at cost		616			615
			511,403			500,312
Current assets:
	Cash and cash equivalents, at cost		302,458			579,069
	Restricted cash, at cost		145,017			22,405
	Restricted short-term investments		121,392			80,590
	Receivables		136,481			110,258
	Inventories, at average cost		203,637			209,837
	Prepayments and other current assets		9,120			9,393
			918,105			1,011,552
Deferred charges:
	Premium and loss on reacquired debt, being amortized		119,336			122,847
	Deferred amortization of capital leases		75,220			77,755
	Deferred debt expense, being amortized		56,187			57,262
	Deferred outage costs, being amortized		45,543			31,319
	Deferred tax assets		24,000			24,000
	Deferred asset associated with retirement obligations		26,006			31,413
	Deferred interest rate swap termination fees, being amortized		28,298			29,296
	Deferred depreciation expense, being amortized		53,700			54,056
	Other		30,891			29,926
			459,181			457,874
		$	6,402,725		$	6,370,234

The accompanying notes are an integral part of these condensed financial statements.

2

Oglethorpe Power Corporation
Condensed Balance Sheets (Unaudited)
March 31, 2010 and December 31, 2009

			(dollars in thousands)
		2010			2009
Equity and Liabilities
Capitalization:
	Patronage capital and membership fees	$	576,823		$	562,219
	Accumulated other comprehensive deficit		(1,004	)		(1,253	)
			575,819			560,966
	Long-term debt		4,146,363			4,178,981
	Obligation under capital leases		206,692			208,945
	Obligation under Rocky Mountain transactions		117,591			115,641
			5,046,465			5,064,533
Current liabilities:
	Long-term debt and capital leases due within one year		254,841			119,241
	Short-term borrowings		283,840			283,634
	Accounts payable		7,879			24,184
	Accrued interest		40,474			50,947
	Accrued and withheld taxes		7,571			24,864
	Members' advances, current		117,777			182,514
	Other current liabilities		32,056			28,000
			744,438			713,384
Deferred credits and other liabilities:
	Gain on sale of plant, being amortized		30,443			31,062
	Net benefit of Rocky Mountain transactions, being amortized		53,354			54,151
	Asset retirement obligations		268,850			264,635
	Accumulated retirement costs for other obligations		41,521			43,955
	Long-term contingent liability		24,000			24,000
	Members' advances, non-current		33,992			18,000
	Power sale agreement, being amortized		82,028			86,211
	Other		77,634			70,303
			611,822			592,317
		$	6,402,725		$	6,370,234

The accompanying notes are an integral part of these condensed financial statements.

3

Oglethorpe Power Corporation
Condensed Statements of Revenues and Expenses (Unaudited)
For the Three Months Ended March 31, 2010 and 2009

				(dollars in thousands)
			Three Months
			2010			2009
Operating revenues:
	Sales to Members		$	303,828		$	281,705
	Sales to non-Members			244			308
		Total operating revenues		304,072			282,013
Operating expenses:
	Fuel			102,092			88,574
	Production			77,383			70,764
	Purchased power			17,408			25,146
	Depreciation and amortization			37,010			30,884
	Accretion			4,284			4,565
		Total operating expenses		238,177			219,933
Operating margin				65,895			62,080
Other income (expense):
	Investment income			7,656			7,502
	Other			3,281			2,958
		Total other income		10,937			10,460
Interest charges:
	Interest on long-term debt and capital leases			64,367			56,136
	Other interest			1,221			617
	Allowance for debt funds used during construction			(9,462	)		(3,805	)
	Amortization of debt discount and expense			6,102			3,945
		Net interest charges		62,228			56,893
Net margin			$	14,604		$	15,647

The accompanying notes are an integral part of these condensed financial statements.

4

Oglethorpe Power Corporation
Condensed Statements of Patronage Capital and Membership Fees
and Accumulated Other Comprehensive Deficit (Unaudited)
For the Three Months Ended March 31, 2010 and 2009

			(dollars in thousands)
		Patronage Capital and Membership Fees		Accumulated Other Comprehensive (Deficit)			Total
Balance at December 31, 2008		$	535,829	$	(1,348	)	$	534,481
Components of comprehensive margin:
	Net margin		15,647		—			15,647
	Unrealized gain on available-for-sale securities		—		175			175
Total comprehensive margin								15,822
Balance at March 31, 2009		$	551,476	$	(1,173	)	$	550,303
Balance at December 31, 2009		$	562,219	$	(1,253	)	$	560,966
Components of comprehensive margin:
	Net margin		14,604		—			14,604
	Unrealized gain on available-for-sale securities		—		249			249
Total comprehensive margin								14,853
Balance at March 31, 2010		$	576,823	$	(1,004	)	$	575,819

The accompanying notes are an integral part of these condensed financial statements.

5

Oglethorpe Power Corporation
Condensed Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2010 and 2009

					(dollars in thousands)
				2010			2009
Cash flows from operating activities:
	Net margin			$	14,604		$	15,647
	Adjustments to reconcile net margin to net cash provided (used) by operating activities:
		Depreciation and amortization, including nuclear fuel			63,172			54,405
		Accretion cost			4,284			4,565
		Amortization of deferred gains			(1,415	)		(1,415	)
		Allowance for equity funds used during construction			(531	)		(795	)
		Deferred outage costs			(22,134	)		(13,850	)
		(Gain) Loss on sale of investments			(4,140	)		4,792
		Regulatory deferral of costs associated with nuclear decommissioning			1,610			(7,747	)
		Other			(1,135	)		453
	Change in operating assets and liabilities:
		Receivables			(17,848	)		4,589
		Inventories			6,200			(9,300	)
		Prepayments and other current assets			274			1,588
		Accounts payable			(16,218	)		(32,541	)
		Accrued interest			(10,473	)		(1,261	)
		Accrued and withheld taxes			(17,293	)		(11,830	)
		Other current liabilities			(4,556	)		(2,571	)
		(Decrease) increase in Members' advances			(48,745	)		155,287
			Total adjustments		(68,948	)		144,369
Net cash (used in) provided by operating activities					(54,344	)		160,016
Cash flows from investing activities:
		Property additions			(161,815	)		(82,186	)
		Activity in decommissioning fund—Purchases			(133,043	)		(193,608	)
		—Proceeds			131,908			192,686
		Activity in bond, reserve and construction funds—Purchases			(104	)		(2	)
		—Proceeds			1,105			1,049
		(Increase) decrease in restricted cash and cash equivalents			(122,612	)		10,255
		Increase in restricted short-term investments			(40,802	)		(80,000	)
		Increase in investment in associated organizations			(580	)		(639	)
		Activity in other long-term investments—Purchases			(455	)		(452	)
		—Proceeds			700			—
		Other			66			2,011
Net cash used in investing activities					(325,632	)		(150,886	)
Cash flows from financing activities:
		Long-term debt proceeds			133,550			408,900
		Long-term debt payments			(32,827	)		(30,689	)
		Proceeds from (payment of) notes payable			206			(140,000	)
		Other			2,436			(899	)
Net cash provided by financing activities					103,365			237,312
Net (decrease) increase in cash and cash equivalents					(276,611	)		246,442
Cash and cash equivalents at beginning of period					579,069			167,659
Cash and cash equivalents at end of period				$	302,458		$	414,101
Supplemental cash flow information:
Cash paid for—
		Interest (net of amounts capitalized)		$	63,651		$	54,209
Supplemental disclosure of non-cash investing and financing activities:
		Plant expenditures included in ending accounts payable		$	(388	)	$	21,081

The accompanying notes are an integral part of these condensed financial statements.

6

Oglethorpe Power Corporation
Notes to Unaudited Condensed Financial Statements
March 31, 2010 and 2009

(A)

General.    The condensed financial statements included in this report have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the information furnished in this report reflects all adjustments (which include only normal recurring adjustments) and estimates necessary to fairly state, in all material respects, the results for the three-month periods ended March 31, 2010 and 2009. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC. The results of operations for the three-month period ended March 31, 2010 are not necessarily indicative of results to be expected for the full year. As noted in our 2009 Form 10-K, substantially all of our sales are to our 39 electric distribution cooperative members and, thus, the receivables on the accompanying balance sheets are principally from our members. (See "Notes to Financial Statements" in our 2009 Form 10-K.)

(B)

Fair Value Measurements.    Authoritative guidance regarding fair value measurements for financial and non-financial assets and liabilities defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.

The guidance establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

•

Level 1.  Quoted prices from active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Quoted prices in active markets provide the most reliable evidence of fair value and are used to measure fair value whenever available. Level 1 primarily consists of financial instruments that are exchange-traded.

•

Level 2.  Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Level 2 primarily consists of financial instruments that are non-exchange-traded but have significant observable inputs.

•

Level 3.  Pricing inputs that include significant inputs which are generally less observable from objective sources. These inputs may include internally developed methodologies that result in management's best estimate of fair value. Level 3 financial instruments are those whose fair value is based on significant unobservable inputs.

7

As required by the guidance, assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:

1.    Market approach.    The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business) and deriving fair value based on these inputs.

2.    Income approach.    The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts.

3.    Cost approach.    The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (often referred to as current replacement cost). This approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset or comparable utility, adjusted for obsolescence.

The tables below detail assets and liabilities measured at fair value on a recurring basis for the periods ended March 31, 2010 and December 31, 2009.

						Fair Value Measurements at Reporting Date Using
				March 31, 2010			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
				(dollars in thousands)
Decommissioning funds
	Domestic equity		$	93,500		$	93,500	$	—		$	—
	Corporate bonds			49,968			49,968		—			—
	International equity			40,429			40,429		—			—
	US Treasury and government agency securities			40,401			40,401		—			—
	Mortgage and asset backed securities			20,426			20,426		—			—
	Municipal bonds			1,330			1,330		—			—
	Derivative instruments			(435	)		—		—			(435	)
	Other			1,853			1,853		—			—
Bond, reserve and construction funds				2,981			2,981		—			—
Long-term investments				88,309			61,933		—			26,376	(1)
Natural gas swaps				(21,427	)		—		(21,427	)		—
Deposit on Rocky Mountain transactions				117,591			—		—			117,591
Investments in associated companies				54,434			—		—			54,434
		Total	$	489,360		$	312,821	$	(21,427	)	$	197,966

8

						Fair Value Measurements at Reporting Date Using
				December 31, 2009			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
				(dollars in thousands)
Decommissioning funds
	Domestic equity		$	89,723		$	89,723	$	—		$	—
	Corporate bonds			48,317			48,317		—			—
	International equity			40,951			40,951		—			—
	US Treasury and government agency securities			35,137			35,137		—			—
	Mortgage and asset backed securities			21,383			21,383		—			—
	Preferred stock			1,463			—		1,463			—
	Municipal bonds			1,267			1,267		—			—
	Derivative instruments			(260	)		—		—			(260	)
	Other			1,765			1,765		—			—
Bond, reserve and construction funds				3,982			3,982		—			—
Long-term investments				87,129			60,119		—			27,010	(1)
Natural gas swaps				(12,516	)		—		(12,516	)		—
Deposit on Rocky Mountain transactions				115,641			—		—			115,641
Investments in associated companies				53,199			—		—			53,199
		Total	$	487,181		$	302,644	$	(11,053	)	$	195,590

(1)

Represents auction rate securities investments we hold.

The following tables present the changes in our Level 3 assets and liabilities measured at fair value on a recurring basis during the three months ended March 31, 2010 and 2009, respectively.

		Three Months Ended March 31, 2010
			Decommissioning funds			Long-term investments			Deposit on Rocky Mountain transactions		Investments in associated companies
			(dollars in thousands)
Assets:
Balance at December 31, 2009		$	(260	)	$	27,010		$	115,641	$	53,199
Total gains or losses (realized/unrealized):
	Included in earnings (or changes in net assets)		(175	)		—			1,950		1,235
	Impairment included in other comprehensive deficit		—			66			—		—
Purchases, issuances, liquidations			—			(700	)		—		—
Balance at March 31, 2010		$	(435	)	$	26,376		$	117,591	$	54,434

9

		Three Months Ended March 31, 2009
			Decommissioning funds			Long-term investments			Deposit on Rocky Mountain transactions		Investments in associated companies
			(dollars in thousands)
Assets:
Balance at January 1, 2009		$	6,085		$	29,643		$	108,219	$	43,441
Total gains or losses (realized/unrealized):
	Included in earnings (or changes in net assets)		(4,645	)		—			1,825		404
	Impairment included in other comprehensive deficit		—			(24	)		—		—
Balance at March 31, 2009		$	1,440		$	29,619		$	110,044	$	43,845

Realized gains and losses included in earnings for the period are reported in other income.

The assets included in the "Long-term investments" column in each of the tables above are auction rate securities. As a result of market conditions, including the failure of auctions for the auction rate securities in which we invested, the fair value of these auction rate securities was determined using an income approach based on a discounted cash flow model. The discounted cash flow model utilized projected cash flows at current rates, which was adjusted for illiquidity premiums based on discussions with market participants. At March 31, 2010, we held auction rate securities with maturity dates ranging from March 15, 2028 to December 1, 2045.

Based on the fair value of these auction rate securities as of March 31, 2010, a reduction of approximately $66,000 was recorded as an incremental adjustment to the $1,690,000 temporary impairment that was previously recorded at December 31, 2009. The temporary impairment is reflected in "Accumulated other comprehensive deficit" on the condensed unaudited balance sheets. The various assumptions we utilized to determine the fair value of our auction rate securities investments will vary from period to period based on the prevailing economic conditions. If the market for our auction rate securities investments should deteriorate, we may need to increase the illiquidity premium used in preparing a discounted cash flow model for these securities. A 25 basis point increase in the illiquidity premium used to determine the fair value of these investments at March 31, 2010, would have resulted in a decrease in the fair value of our auction rate securities investments by approximately $1,452,000.

These investments were rated either A3 or Aaa by Moody's Investors Service and AAA by Standard and Poor's as of March 31, 2010. Therefore, it is expected that the investments will not be settled at a price less than par value. Because we have the ability and intent to hold these investments until a recovery of our original investment value, we considered the investments to be temporarily impaired at March 31, 2010.

(C)

Disclosures about Derivative Instruments and Hedging Activities.    Our risk management committee provides general oversight over all risk management activities, including but not limited to, commodity trading and investment portfolio management. We use commodity trading derivatives, which are designated as hedging instruments under authoritative guidance for Accounting for Derivatives and Hedging Activities, to manage our exposure to fluctuations in the market price of natural gas. Consistent with our rate-making treatment for energy costs which are flowed-through to our members, unrealized gains or losses on the natural gas swaps are reflected as an unbilled receivable. Within our nuclear decommissioning trust fund, derivatives including options, swaps and

10

credit default swaps which are non-speculative, are utilized to mitigate volatility associated with duration, default, yield curve and the interest rate risks of the portfolio. Consistent with our rate-making treatment, unrealized gains or losses from the decommissioning trust fund are recorded as an increase or decrease to the regulatory asset or liability.

Under the natural gas swap arrangements, we pay the counterparty a fixed price for specified natural gas quantities and receive a payment for such quantities based on a market price index. These payment obligations are netted, such that if the market price index is lower than the fixed price, we will make a net payment, and if the market price index is higher than the fixed price, we will receive a net payment.

At March 31, 2010, the estimated fair value of our natural gas contracts was an unrealized loss of approximately $21,427,000. See Note B for further discussion on fair value measurements of financial instruments. Consistent with our rate-making for energy costs which are passed through to our members, these unrealized losses are reflected as an unbilled receivable on our balance sheet.

We are exposed to credit risk as a result of entering into these hedging arrangements. Credit risk is the potential loss resulting from a counterparty's nonperformance under an agreement. We manage credit risk with policies and procedures for, among other things, counterparty analysis, exposure measurement, and exposure monitoring and mitigation.

It is possible that volatility in commodity prices could cause us to have credit risk exposures with one or more counterparties. If such counterparties fail to perform their obligations, we could suffer a financial loss. However, as of March 31, 2010, all of the counterparties with transaction amounts outstanding in our hedging portfolio are rated above investment grade by the major rating agencies or have provided a guaranty from one of their affiliates that is rated above investment grade.

We have entered into International Swaps and Derivatives Association Agreements with our natural gas hedge counterparties that mitigate credit exposure by creating contractual rights relating to creditworthiness, collateral, termination and netting (which allows us to use the net value of affected transactions with the same counterparty in the event of default by the counterparty or early termination of the agreement).

Additionally, we have implemented procedures to monitor the creditworthiness of our counterparties and to evaluate nonperformance in valuing counterparty positions. We have contracted with a third party to assist in monitoring counterparties' credit standing, including those experiencing financial problems, significant swings in credit default swap rates, credit rating changes by external rating agencies, or changes in ownership. Net liability positions are generally not adjusted as we use derivative transactions as hedges and have the ability and intent to perform under each of our contracts. In the instance of net asset positions, we consider general market conditions and the observable financial health and outlook of specific counterparties, forward looking data such as credit default swaps, when available, and historical default probabilities from credit rating agencies in evaluating the potential impact of nonperformance risk to derivative positions.

The contractual agreements contain provisions that could require us or the counterparty to post collateral or credit support. The amount of collateral or credit support that could be required is calculated as the difference between the aggregate fair value of the hedges and pre-established credit thresholds. The credit thresholds are contingent upon each party's credit standing and credit ratings from the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. We may only post credit support in the form of a letter of credit due to provisions within our Rural Utilities Service Loan Contract; however, we may receive collateral in the form of cash or credit support. As of March 31, 2010, neither we nor any

11

counterparties were required to post credit support or collateral under any of these agreements. If the credit-risk-related contingent features underlying these agreements were triggered on March 31, 2010 due to our credit rating being downgraded below investment grade, we could have been required to post letters of credit totaling up to $21,427,000 with our counterparties.

The following table reflects the volume activity of our natural gas derivatives and derivatives within our nuclear decommissioning trust fund as of March 31, 2010 that are expected to settle or mature each year:

Year	Natural Gas Swaps (MMBTUs) (in millions)	Decommissioning Fund Derivative Instruments (in millions)
2010	6.79	—
2011	1.41	0.6
2012	0.01	—
2013	—	1.4
2014	—	1.9
2015	—	2.2
2016	—	0.1
Total	8.21	6.2

12

The table below reflects the fair value of derivative instruments and their effect on our condensed unaudited balance sheets for the period ended March 31, 2010.

		Balance Sheet Location	Fair Value
				(dollars in thousands)
Designated as hedges under authoritative guidance related to derivatives and hedging activities:
Assets
	Natural Gas Swaps	Receivables	$	21,427
Total assets designated as hedges under authoritative guidance related to derivatives and hedging activities			$	21,427
Liabilities
	Natural Gas Swaps	Other current liabilities	$	21,427
Total liabilities designated as hedges under authoritative guidance related to derivatives and hedging activities			$	21,427
Not designated as hedges under authoritative guidance related to derivatives and hedging activities:
Assets
	Nuclear decommissioning trust	Decommissioning fund	$	9,820
	Nuclear decommissioning trust	Decommissioning fund		(10,255	)
	Nuclear decommissioning trust	Deferred asset associated with retirement obligations		9,930
	Nuclear decommissioning trust	Deferred asset associated with retirement obligations		(9,855	)
Total not designated as hedges under authoritative guidance related to derivatives and hedging activities			$	(360	)

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The following table presents the gains and (losses) on derivative instruments recognized in income for the three months ended March 31, 2010.

Effect of Derivative Instruments on the Condensed Statement of Revenues and Expenses
		Income Statement Location	Three months ended
				(dollars in thousands)
Designated as hedges under authoritative guidance related to derivatives and hedging activities
	Natural Gas Swaps	Purchase power	$	(1,247	)
Not designated as hedges under authoritative guidance related to derivatives and hedging activities
	Nuclear decommissioning trust	Investment income		461
	Nuclear decommissioning trust	Investment income		(441	)
Total losses on derivatives			$	(1,227	)

(D)

Recently Issued or Adopted Accounting Pronouncements.    In January 2010, the Financial Accounting Standards Board (FASB) issued Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements. The new guidance provides for improved disclosure requirements about fair value measurements and requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. The guidance also clarifies that fair value measurement disclosures are required for each asset class. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), the standard also requires a reporting entity to present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one number). We adopted this new guidance beginning with the quarter ended March 31, 2010 except that the requirement to present Level 3 activity separately is not effective for us until the quarter ended March 31, 2011. The adoption of the standard did not have a material effect on our results of operations, cash flows, or financial condition.

Effective January 1, 2010, we adopted FASB standard for Accounting for Transfers of Financial Assets—an amendment of Accounting for Transfers for Servicing of Financial Assets and Extinguishments of Liabilities. The standard requires improved disclosures about transfers of financial assets and removes the exception from applying consolidation of variable interest entities to qualifying special purpose entities. The adoption of the standard did not have a material effect on our results of operations, cash flows or financial condition.

Effective January 1, 2010, we adopted FASB standard Amendments to Consolidation of Variable Interest Entities. The standard provides new consolidation guidance for variable interest entities and requires a company to assess the determination of the primary beneficiary of a variable interest entity based on whether the company has the power to direct matters that most significantly impact the activities of the entity, and the obligation to absorb losses or the right to receive benefits of the entity. The standard also requires ongoing reassessments of whether a company is the primary beneficiary of a variable interest entity. The adoption of the standard did not have a material effect on our results of operations, cash flows or financial condition.

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In February 2010, the FASB amended its authoritative guidance related to subsequent events to alleviate potential conflicts with current SEC guidance. Effective immediately, these amendments remove the requirement that a SEC filer disclose the date through which it has evaluated subsequent events. The adoption of this guidance did not have a material impact on our financial statements.

(E)

Accumulated Comprehensive Deficit.    The table below provides detail of the beginning and ending balance for each classification of accumulated other comprehensive deficit along with the amount of any reclassification adjustments included in margin for each of the periods presented in the Condensed Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Deficit. There were no material changes in the nature, timing or amounts of expected (gain) loss reclassified to net margin from the amounts disclosed in our 2009 Form 10-K.

Our effective tax rate is zero; therefore, all amounts below are presented net of tax.

	Accumulated Other Comprehensive Deficit
		Available-for-sale Securities			Total
Balance at December 31, 2008	$	(1,348	)	$	(1,348	)
Unrealized gain/(loss)		175			175
Balance at March 31, 2009	$	(1,173	)	$	(1,173	)
Balance at December 31, 2009	$	(1,253	)	$	(1,253	)
Unrealized gain/(loss)		249			249
Balance at March 31, 2010	$	(1,004	)	$	(1,004	)

(F)

Environmental Matters.    There are a number of environmental matters that could have an effect on our financial condition or results of operations. At this time, the resolution of these matters is uncertain, and we have made no accruals for such contingencies and cannot reasonably estimate the possible loss or range of loss with respect to these matters.

As is typical for electric utilities, we are subject to various federal, state and local air and water quality requirements which, among other things, regulate emissions of pollutants, such as particulate matter, sulfur dioxide, nitrogen oxides and mercury into the air and discharges of other pollutants, including heat, into waters of the United States. We are also subject to federal, state and local waste disposal requirements that regulate the manner of transportation, storage and disposal of various types of waste. In the future, we may become subject to greenhouse gas emission restrictions as a result of regulation aimed at responding to climate change.

In general, environmental requirements are becoming increasingly stringent. New requirements may substantially increase the cost of electric service by requiring changes in the design or operation of existing facilities or changes or delays in the location, design, construction or operation of new facilities. See "ENVIRONMENTAL AND OTHER REGULATION" in our 2009 10-K for a more detailed discussion of current and potential future regulations. 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. Certain of our debt instruments require

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us to comply in all material respects with laws, rules, regulations and orders imposed by applicable governmental authorities, which include current or future environmental laws and regulations. Should we fail to be in compliance with these requirements, it would constitute a default under such debt instruments. Although it is our intent to comply with applicable current and future regulations, we cannot provide assurance that we will always be in compliance with such requirements.

(G)

Restricted cash.    The restricted cash balance at March 31, 2010 consisted of $133,550,000 of pollution control revenue bond proceeds utilized on April 1, 2010 for the refunding of certain pollution control revenue bonds and $11,467,000 of clean renewable energy bond proceeds on deposit with CoBank to fund a clean renewable energy project at the Rocky Mountain Pumped Storage Hydroelectric facility.

(H)

Restricted short-term investments.    At March 31, 2010, we had $121,392,000 on deposit with the Rural Utilities Service in the Cushion of Credit Account. The restricted funds will be utilized for future Rural Utilities Service/Federal Financing Bank debt service payments. The deposit earns interest at a Rural Utilities Service guaranteed rate of 5% per annum.

(I)

Members' Advances.    In December 2008, we instituted a power bill prepayment program pursuant to which members can prepay their power bills from us at a discount based on our avoided cost of borrowing. The advances are credited against the participating members' power bills in the month(s) agreed upon in advance. The discounts are credited each and every month against the power bills and are recorded on our books as a reduction to member revenues. At March 31, 2010, member advances as reflected on the condensed balance sheets, including unpaid discounts, were $151,769,000, of which, $117,777,000 is classified as current liabilities and $33,992,000 as deferred credits and other liabilities in the condensed balance sheets. Subsequent to March 31, 2010, we received an additional $6,000,000 from members under this program. The advances are being applied against members' power bills through September 2013, with the majority scheduled to be applied in 2010.

(J)

New Bond Issuance.    In March 2010, the Development Authority of Burke County (Georgia) and the Development Authority of Monroe County (Georgia) issued, on our behalf, $133,550,000 in aggregate principal amount of tax-exempt pollution control revenue bonds for the purpose of refunding certain pollution control revenue bonds previously issued by the development authorities on our behalf to finance or refinance the costs of our undivided interests in certain air or water pollution control and sewage or solid waste disposal facilities at two of our electric generating facilities. The bonds are secured under our indenture.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

General

We are a Georgia electric membership corporation (an EMC) incorporated in 1974 and headquartered in metropolitan Atlanta. We are owned by our 39 retail electric distribution cooperative members. Our members are consumer-owned distribution cooperatives providing retail electric service in Georgia on a not-for-profit basis. Our principal business is providing wholesale electric power to our members through a combination of our generation assets and power purchased from power marketers and other suppliers. As with cooperatives generally, we operate on a not-for-profit basis.

Forward-Looking Statements and Associated Risks

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements regarding, among other items, (i) anticipated financing transactions by us, (ii) our future capital expenditure requirements and funding sources and (iii) achievement of a margins for interest ratio at or above the minimum requirement contained in our indenture and, in the case that our board of directors approves a budget for a particular fiscal year that seeks to achieve a higher margins for interest ratio, such higher board-approved margins for interest ratio. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties, some of which are beyond our control. For a discussion of some factors that could cause actual results to differ materially from those anticipated by these forward-looking statements see "Item 1A—RISK FACTORS" contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. In light of these risks and uncertainties, there can be no assurance that events anticipated by the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact transpire.

Results of Operations

For the Three Months Ended March 31, 2009 and 2010

Net Margin

Throughout the year, we monitor our operating results and, with board approval, make budget adjustments when and as necessary to ensure our targeted margins for interest ratio is achieved. Under the indenture, we are required to establish and collect rates that are reasonably expected, together with our other revenues, to yield at least a 1.10 margins for interest ratio in each fiscal year. However, to enhance margin coverage during the period of generation facility construction, our board of directors approved a budget for 2010 to achieve a 1.14 margins for interest ratio. As our construction program evolves, our board of directors will continue to evaluate the level of margin coverage and may choose to further increase, or decrease, the margins for interest ratio in the future.

Our net margin for the three-month period ended March 31, 2010 was $14.6 compared to $15.6 million for the same period of 2009. We expect a net margin of approximately $34.3 million for the year ending December 31, 2010, which will achieve the targeted margins for interest ratio of 1.14.

Operating Revenues

Our operating revenues fluctuate from period to period based on several factors, including weather and other seasonal factors, load requirements in our members' service territories, operating costs, availability of electric generation resources, our decisions of whether to dispatch our owned or purchased resources or member-owned resources over which we have dispatch rights and members' decisions of whether to purchase a portion of their hourly energy requirements from our resources or from other suppliers.

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Total revenues from sales to members were 7.9% higher in the three-month period ended March 31, 2010 than for the same period of 2009. Megawatt-hour sales to members increased 4.9% for the three-month period ended March 31, 2010 versus the same period of 2009. The average total revenue per megawatt-hour from sales to members increased 2.9% for the three-month period ended March 31, 2010 compared to the same period of 2009.

The components of member revenues for the three-month period ended March 31, 2010 and 2009 were as follows (amounts in thousands except for cents per kilowatt-hour):

	Three Months Ended March 31,
	2010		2009
Capacity revenues	$	170,775	$	163,963
Energy revenues		133,053		117,742
Total	$	303,828	$	281,705
Kilowatt-hours sold to Members		5,066,221		4,831,378
Cents per kilowatt-hour		6.00¢		5.83¢

Capacity revenues for the three-month period ended March 31, 2010 increased 4.2% compared to the same period of 2009. This increase in capacity revenues partly resulted from higher budgeted fixed operations and maintenance expenses and partly from an increase in the targeted margins for interest ratio to 1.14 in 2010 from 1.12 in 2009. Energy revenues were 13.0% higher for the three-month period ended March 31, 2010 compared to the same period of 2009. Our average energy revenue per megawatt-hour from sales to members was 7.8% higher for the three-month period ended March 31, 2010 as compared to the same period of 2009. This increase in energy revenues was primarily due to the pass-through to our members of higher fuel costs (primarily due to higher coal-fired generation). For a discussion of fuel costs, see "Operating Expenses" below.

Operating Expenses

Operating expenses for the three-month period ended March 31, 2010 increased 8.3% compared to the same period of 2009. This increase in operating expenses was primarily due to higher fuel costs, higher production expenses and higher depreciation expenses offset somewhat by a decrease in purchased power costs.

For the three-month period ended March 31, 2010, total fuel costs increased 15.3% and total generation increased 4.6% compared to the same period of 2009. Average fuel costs per megawatt-hour increased 10.2% in the first quarter of 2010 compared to the same period of 2009. This increase in total fuel costs resulted primarily from higher coal-fired generation at Plant Scherer, offset somewhat by lower generation at the natural gas-fired Chattahoochee energy facility. The increase in average fuel costs during the three-month period ended March 31, 2010 compared to the same period of 2009 resulted primarily from a 34.4% increase in generation at Plant Scherer primarily due to no scheduled outage in 2010 whereas there was a scheduled outage at in 2009. Natural gas-fired generation at Chattahoochee decreased 42.9% or 253,000 megawatt-hours for the first quarter of 2010 as compared to the same period of 2009 primarily due to a longer planned maintenance outage. The average fuel cost per megawatt-hour of coal-fired generation is substantially higher than that of nuclear generation; thus, the increase in coal-fired generation was the primary contributor to the increase in average fuel costs per megawatt-hour of generation. This increase was offset somewhat by the decrease in average cost of natural gas generation at Chattahoochee.

Production expenses increased 9.4% for the three-month period ended March 31, 2010 compared to the same period of 2009. This increase is primarily attributable to increased general operations and

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maintenance expenses at some of the jointly owned plants (Plants Hatch, Vogtle and Wansley) during the first quarter of 2010. Additionally, operations and maintenance expenses were incurred for the Hawk Road and Hartwell Energy Facilities in the first quarter of 2010; we acquired these facilities in May and October of 2009, respectively.

Total purchased power costs decreased 30.8% for the three-month period ended March 31, 2010 compared to the same period of 2009. Purchased megawatt-hours decreased 15.7% for the three-month period of 2010 compared to the same period of 2009. The average cost per megawatt-hour of total purchased power decreased 17.9% for the three-month period ended March 31, 2010 compared to the same period of 2009.

Purchased power costs were as follows (amounts in thousands except for cents per kilowatt-hour):

	Three Months Ended March 31,
	2010		2009
Capacity costs	$	4,012	$	10,683
Energy costs		13,396		14,463
Total	$	17,408	$	25,146
Kilowatt-hours of purchased power		123,123		145,968
Cents per kilowatt-hour		14.14¢		17.23¢

Purchased power capacity costs decreased 62.4% in the three-month period ended March 31, 2010 compared to the same period of 2009. Purchased power energy costs for the three-month period ended March 31, 2010 decreased 7.4% compared to the same period of 2009. The average cost of purchased power energy increased 9.8% for the three-month ended March 31, 2010 compared to the same period of 2009. The decrease in purchased power capacity costs is primarily attributable to the Hartwell acquisition. As part of the acquisition, we acquired an existing power purchase agreement we had in place with the former owners of Hartwell.

Depreciation expense increased 19.8% in the three-month period ended March 31, 2010 as compared to the same period of 2009. The increase was primarily due to increased depreciation expense for Plants Scherer and Wansley related to capital expenditures for environmental compliance projects. Depreciation expense related to Hawk Road and Hartwell also contributed to the increase.

Interest charges

Interest on long-term debt and capital leases increased by 14.7% in the three-month period ended March 31, 2010 compared to the same period of 2009. This increase was primarily due to the issuance in November 2009 of $400 million of taxable fixed rate bonds for the purpose of financing construction of Plant Vogtle Units No. 3 and No. 4.

Allowance for debt funds used during construction increased by 148.7% in the three-month period ended March 31, 2010 compared to the same period of 2009 primarily due to construction expenditures for Plant Vogtle Units No. 3 and No. 4.

Balance Sheet Analysis as of March 31, 2010

Assets

Nuclear fuel, which is recorded at amortized cost, increased by a net $33.5 million in the three-month period ended March 31, 2010. The increase was due to a combination of factors, including the timing of expenditures, the costs of uranium and fabrication and an increase in the nuclear fuel inventory level.

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Cash and cash equivalents decreased by $276.6 million in the three-month period ended March 31, 2010 and can be largely attributed to expenditures of approximately $161.8 million for property additions and a net application of $48.7 million of the members' prepayments of their power bills. Other significant uses of cash include principal and interest payments, investment in restricted short-term investments and payments to Georgia Power Company for operation and maintenance costs.

Cash paid for property additions for the three-month period ended March 31, 2010 totaled $161.8 million. Of this amount, approximately $69 million was for expenditures associated with the construction of new generation facilities, primarily for Plant Vogtle Units No. 3 and No. 4. The remaining expenditures were primarily for environmental control systems being installed at Plant Scherer, normal additions and replacements to existing generation facilities and purchases of nuclear fuel.

The restricted cash balance at March 31, 2010 consisted of $133.6 million obtained from a March 2010 bond refinancing and $11.5 million obtained from the issuance of clean renewable energy bonds in December 2009. The refinancing proceeds, which were on deposit with a trustee at March 31, 2010, were subsequently utilized on April 1, 2010 to redeem the pollution control revenue bonds refinanced in March 2010. During the first quarter of 2010, $10.9 million of restricted cash, the proceeds from a December 2009 bond refinancing, was utilized to payoff the principal of the refinanced pollution control revenue bonds that matured in January 2010. For information regarding the March 2010 bond refinancing, see Note J of Notes to Unaudited Condensed Financial Statements and see "Financial Condition—Capital Requirements and Liquidity and Sources of Capital—Financings" herein.

Restricted short-term investments at March 31, 2010 represented funds deposited into a Rural Utilities Service Cushion of Credit Account with the U.S. Treasury that earns interest at a guaranteed rate of 5% per annum. The funds, including interest earned thereon, can only be applied to debt service on Rural Utilities Service notes and Rural Utilities Service-guaranteed Federal Financing Bank notes. For information regarding the Rural Utilities Service Cushion of Credit Account, see Note H of Notes to Unaudited Condensed Financial Statements and "Financial Condition—Capital Requirements and Liquidity and Sources of Capital—Liquidity" herein.

Receivables increased by $26.2 million in the three-month period ended March 31, 2010. The increase was partially due to an $8.9 million increase in the receivable from the members associated with the natural gas derivatives and partially due to an $8.6 million increase in the receivable from Georgia Power. For information regarding the natural gas contracts, see Note C of Notes to Unaudited Condensed Financial Statements. The Georgia Power receivable represents the portion of estimated payments made to it for plant expenditures that exceeded actual amounts incurred. The December 31, 2009 receivables balance included approximately $20.7 million of credit available to the members for a board approved reduction to 2009 revenue requirements as a result of margins collected in excess of our 2009 target 1.12 margins for interest ratio. The increase in receivables was also partially due to these credits being utilized during the first quarter of 2010. Somewhat offsetting the forgoing was a decrease of approximately $11.4 million for normal monthly amounts billed or billable to the members in March 2010 as compared to December 2009. This decrease was primarily due to lower energy costs in March 2010, which was a result of decreased generation.

Deferred outage costs increased $14.2 million (net of amortization) during the first quarter of 2010 as a result of the deferral of approximately $22.3 million of outage related costs. Plant Hatch Unit No. 1, Plant Vogtle Unit No. 2 and Plant Wansley Unit No. 1 were in refueling and/or major maintenance outages for varying lengths of time during the first quarter of 2010. Deferred outage costs are amortized over each plant's operating cycle.

The $5.4 million decrease in the deferred asset associated with retirement obligations in the three-month period ended March 31, 2010 was primarily due to a $3.6 million increase in the unrealized gains associated with the nuclear decommissioning fund. Consistent with our ratemaking policy,

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unrealized gains or losses from the nuclear decommissioning fund are deducted from or added to the deferred asset associated with retirement obligations. The increase in the nuclear decommissioning fund unrealized gains therefore decreased the deferred asset by $3.6 million. The deferred asset also increases or decreases to the extent of timing differences between recognized accretion expense associated with nuclear decommissioning and the amounts recovered through decommissioning fund earnings. Nuclear decommissioning accretion expense of approximately $3.9 million and decommissioning fund net earnings of approximately $5.5 million resulted in the deferred charge decreasing by $1.6 million in the three-month period ended March 31, 2010.

Equity and Liabilities

Long-term debt and capital leases due within one year increased by $135.6 million in the three-month period ended March 31, 2010 as a result of the $133.6 million refinancing transaction that occurred in March 2010. The principal payments for the refinanced bonds were not made until April 1, 2010 and these balances were therefore classified as current as of March 31, 2010. For information regarding the March 2010 bond refinancing, see Note J of Notes to Unaudited Condensed Financial Statements and see "Financial Condition—Capital Requirements and Liquidity and Sources of Capital—Financings" herein.

Accounts payable decreased $16.3 million in the three-month period ended March 31, 2010 largely due to a $14.2 million decrease in the payable to Georgia Power for operation, maintenance and capital costs. At March 31, 2010, there was a net receivable from Georgia Power and it was recorded accordingly. In addition, there was a $7.8 million decrease in the payable for natural gas that was primarily due to a decrease in generation at Chattahoochee, which was in a maintenance outage during March 2010. Other purchase power payables also decreased by $2.2 million during the first quarter of 2010 largely due to a decrease in spot market purchases of energy.

The $10.5 million decrease in accrued interest for the three-month period ended March 31, 2010 was primarily due to normal timing differences between interest payments and interest expense accruals.

Accrued and withheld taxes decreased $17.3 million in the three-month period ended March 31, 2010 as a result of payments made (when due) for 2009 property taxes, which exceeded the normal monthly property tax accruals.

Members' advances represent funds received from the members for prepayment of their monthly power bills. At March 31, 2010, $117.8 million of member advances was classified as a current liability and $34.0 million of member advances was classified as a long-term deferred liability. During the first quarter of 2010, approximately $31.5 million of prepayments were received from the members and approximately $80.2 million was applied to the members' monthly power bills. The cash outflow from operations is primarily attributable to the application of member prepayments received in the prior year to the current year's power bills. For information regarding the power bill prepayment program, see Note I of Notes to Unaudited Condensed Financial Statements and see "Financial Condition—Capital Requirements and Liquidity and Sources of Capital—Liquidity" herein.

Primarily due to an $8.9 million increase in the liability associated with natural gas derivatives, other current liabilities increased by $4.1 million during the first quarter of 2010. This increase was partially offset by a $2.7 million decrease in accrued payroll, which was a result of the payout of 2009 performance pay. Accruals for miscellaneous other costs also decreased by $2.2 million.

Other deferred credits and liabilities increased $7.3 million in the three-month period ended March 31, 2010 partially due to a $3.1 million increase in the regulatory liability established for the deferral of Hawk Road Energy Facility margins. Also contributing to the increase was a $2.5 million increase in funding received from the members for future debt payments related to the Talbot and Chattahoochee Energy Facilities. During the first quarter of 2010, funding for the future overhaul of the combustion turbine plants also increased by $1.5 million.

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Financial Condition

Overview

Our financial condition remains stable.

To meet the energy needs of our members, we have embarked on a generation expansion program. In addition to the Hawk Road and Hartwell acquisitions in 2009, members have subscribed to three projects currently under development, including Plant Vogtle Units No. 3 and No. 4, a wood-burning biomass plant and a gas-fired combined cycle plant. For a further discussion of the new generation projects under development, see "BUSINESS—OUR POWER SUPPLY RESOURCES—Future Power Resources" in our 2009 Form 10-K.

Capital Requirements and Liquidity and Sources of Capital

Environmental Capital Requirements and Regulations

Our future capital expenditures depend in part on implementation of new or existing laws, regulations, judicial decisions, and how we and the other co-owners of coal-fired Plants Scherer and Wansley choose to comply with these regulations once finalized. Regulations adopted by the Georgia Environmental Protection Division specify certain environmental control equipment that must be added to Georgia electric generating units by specific dates, including Plants Scherer and Wansley. The last of the Plant Wansley projects was completed and placed in service in July 2009. As described in "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Financial Condition—Capital Requirements" in our 2009 Form 10-K, we forecasted expenditures of $644 million in the period 2010 through 2014 to complete environmental compliance projects underway at Plant Scherer. Completion of the projects at Plant Scherer will require extended unit outages in 2011, although not during peak energy use periods. As the construction environment, including the changing cost of materials and labor, continues to evolve, the estimated cost to install these retrofits continues to be refined. Large construction projects such as these entail certain risks, as described in "Item 1A—RISK FACTORS" in our 2009 Form 10-K. These forecasted expenditures are based on information available to us on the date of this Quarterly Report on Form 10-Q; however, there can be no assurance that the cost of compliance with these regulations will not be higher, nor that future regulations will not require additional reductions in emissions or earlier compliance. See Note F of the Notes to Unaudited Condensed Financial Statements for more information on environmental compliance matters.

In April 2010, the U.S. Environmental Protection Agency, or EPA, signed a rule establishing emission standards for certain greenhouse gases, including carbon dioxide, for new light-duty vehicles. Also in April 2010, EPA finalized a rule establishing when a pollutant (such as a greenhouse gas like carbon dioxide) becomes "subject to regulation" under the Clean Air Act. In May or June of 2010, EPA is expected to finalize significance thresholds proposed in October 2009 for greenhouse gas emissions, to determine when new or modified stationary sources could trigger new source review. EPA takes the position that these rules will begin the process of regulating emissions of greenhouse gases from both mobile and stationary sources, with the trigger date for regulation of these sources to occur no earlier than January 1, 2011. Finally, EPA has stated its intention to issue a revised New Source Performance Standard for steam generating units operated by electric utilities (and other industrial and commercial facilities) in 2010. Several of the final rules discussed above are subject to numerous petitions for review, and challenges to the remaining rules may be brought in the near future. We cannot predict at this time whether these developments will ultimately result in the regulation of greenhouse gas emissions from our power plants, or the effects of any such regulation, including capital requirements.

In addition, the possibility of new federal legislation that could lead to regulation of emissions of greenhouse gases from stationary sources continues. In June 2009, the House of Representatives passed

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the American Clean Energy and Security Act of 2009 (H.R. 2454), which would establish, among other things, a cap-and-trade system for greenhouse gas emissions in the U.S. H.R. 2454 also includes a national renewable electricity standard, which would initially apply to two of our members. In the Senate, the Kerry-Lieberman American Power Act that has been introduced into Congress and other legislation could produce results similar to H.R. 2454. We cannot predict at this time whether these or other legislative actions will result in the regulation of greenhouse gas emissions from our power plants or a renewable electricity standard applicable to our members.

On May 4, 2010, EPA proposed new rules for regulating the management and disposal of coal ash from power plants. Two primary options of regulating coal wastes under the Resource Conservation and Recovery Act are proposed: (1) creation of a comprehensive program of federally enforceable requirements under Subtitle C (hazardous) or (2) establishment of performance standards under Subtitle D (non-hazardous). While there are significant differences between the two approaches, in either case a finalized program would likely include increased groundwater monitoring, more stringent siting requirements and closure of existing coal waste management facilities not meeting minimum standards. It is likely that these regulations, if finalized, will impact capital requirements associated with changes in methods of ash disposal utilized at our plants; however, we cannot predict the extent of the impact at this time.

Liquidity

At March 31, 2010, we had $1.029 billion of unrestricted available liquidity to meet our short-term cash needs and liquidity requirements. This amount included $302 million in cash and cash equivalents and $727 million of unused and available committed short-term credit arrangements. Our short-term credit facilities are shown in the table below. We expect to renew these short-term credit facilities, as needed, prior to their respective expiration dates.

Committed Short-Term Credit Facilities

		Authorized Amount		Available 03/31/2010			Expiration Date
			(dollars in millions)
Unsecured Facilities:
	Commercial Paper Backup Line of Credit	$	475	$	191	(1)	July 2012
	CoBank Line of Credit		50		50		December 2010
	CFC Line of Credit		50		50		October 2011
	JPMorgan Chase Line of Credit		150		36	(2)	December 2012
Secured facilities:
	CoBank Line of Credit		150		150		November 2012
	CFC Line of Credit		250		250		December 2013
Total		$	1,125	$	727

(1)

The portion of this facility that is not available ($284 million) relates to outstanding commercial paper we have issued, for which this facility provides backup support.

(2)

$114 million of this facility is currently utilized as letter of credit support for variable rate pollution control revenue bonds.

We have used or plan to use commercial paper and short-term credit facilities to provide temporary funding for (i) payments related to construction of Plant Vogtle Units No. 3 and No. 4, (ii) acquisitions of Hawk Road and Hartwell, and (iii) initial engineering and design work related to the Warren County biomass facility and our planned combined cycle facility, as well as to provide credit support for

23

variable rate pollution control revenue bonds. For a discussion of our plans regarding permanent financing of these generation facilities, see "—Financing Activities."

Under the commercial paper program, we are authorized to issue commercial paper in amounts that do not exceed the amount of any committed backup lines of credit in place, thereby providing 100% dedicated backup support for any paper outstanding. We periodically assesses our needs in order to determine the appropriate amount of commercial paper backup to maintain and currently have in place a $475 million committed backup credit facility provided by eight participant banks, with Bank of America serving as administrative agent for this facility.

Along with the lines of credit from CoBank, the National Rural Utilities Cooperative Finance Corporation (CFC) and JPMorgan Chase Bank, funds may also be advanced under the backup line of credit supporting commercial paper for general working capital purposes. In addition, under certain of our committed credit facilities we have the ability to issue letters of credit totaling $450 million in the aggregate, of which $336 million remains available. However, any amounts related to issued letters of credit will reduce the amount available to draw as working capital under those facilities. Also, due to the requirement to have 100% dedicated backup for any commercial paper outstanding, any amounts drawn under the commercial paper backup line for working capital or related to issued letters of credit will reduce the amount of commercial paper that we can issue.

Under the $250 million line of credit with CFC, we have the option of converting any amounts outstanding under the line of credit to a term loan with a maturity no later than December 31, 2043. Any amounts drawn under the $250 million CFC line of credit, as well as any amounts converted to a term loan, will be secured under our indenture.

Several of our line of credit facilities contain a similar financial covenant that requires us to maintain minimum levels of patronage capital. At March 31, 2010, the required minimum level was $545 million and our actual patronage capital was $577 million. An additional covenant contained in several of our credit facilities limits our secured indebtedness to $8.5 billion and our unsecured indebtedness to $4.0 billion. At March 31, 2010, we had approximately $4.6 billion of secured indebtedness outstanding and $435 million of unsecured indebtedness outstanding.

We also have a power bill prepayment program that provides us with an additional source of liquidity. Under the program, members can prepay their power bills from us at a discount for an agreed upon number of months in advance, after which the advances are credited against the participating members' monthly power bills. The discount is comparable to our avoided cost of borrowing. As of March 31, 2010, the balance of member advances received but not yet credited to their power bills was $152 million, which represented advances from fifteen members participating in the program. We began applying the advances against participating members' power bills in 2009 and expect to continue doing so through September 2013, with the majority scheduled to be applied in 2010. For more information regarding the power bill prepayment program, see Note I of Notes to Unaudited Condensed Financial Statements.

At March 31, 2010, we had $121 million of restricted short-term investments pursuant to deposits made to a Rural Utilities Service Cushion of Credit Account. The deposits with the U.S. Treasury were made voluntarily and earn interest at a guaranteed rate of 5% per annum. The funds in the account, including interest thereon, can only be applied to debt service payments on Rural Utilities Service notes and Rural Utilities Service-guaranteed Federal Financing Bank notes. We intend to apply all of the funds in the account against Rural Utilities Service and Federal Financing Bank debt service payments due in 2010.

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Financing Activities

Bond Financings.    On March 30, 2010, the Development Authority of Burke County (Georgia) and the Development Authority of Monroe County (Georgia) issued, on our behalf, $133.6 million in aggregate principal amount of tax-exempt pollution control revenue bonds for the purpose of refunding certain pollution control revenue bonds previously issued by the development authorities on our behalf to finance or refinance the costs of our undivided interests in certain air or water pollution control and sewage or solid waste disposal facilities. The bonds were issued as variable rate demand bonds backed by an irrevocable direct-pay letter of credit for each series of bonds issued by Bank of America. The bonds are secured under our indenture.

In the fourth quarter of 2010, we anticipate issuing approximately $400 million of taxable first mortgage bonds for the purpose of funding a portion of the cost of constructing Plant Vogtle Units No. 3 and No. 4. The first mortgage bonds will be secured under our indenture.

We also anticipate a tax-exempt issuance of pollution control revenue bonds in the fourth quarter of 2010 in the amount of approximately $12 million in connection with the refinancing of a like amount of outstanding pollution control revenue bond principal that is scheduled to mature on January 1, 2011. This tax-exempt issuance may be increased to include a modest amount of new tax-exempt debt related to pollution control equipment being installed at Plant Scherer, but the timing and exact amount of this new debt, if any, is uncertain at this time.

Rural Utilities Service-Guaranteed Loans.    We currently have three approved Rural Utilities Service-guaranteed loans, funded through the Federal Financing Bank, totaling $844 million that are in various stages of being drawn down, with $683 million remaining to be advanced. We also have three loan applications pending with the Rural Utilities Service that we anticipate action on in 2010 or 2011, including two applications related to the Hawk Road and Hartwell acquisitions (action anticipated in the third quarter of 2010) and a loan application related to the Warren County biomass facility (action anticipated in 2011).

The President's budget proposal for 2011 would prohibit Rural Utilities Service funding for 1) improvements to existing fossil-fueled generation facilities unless the improvements are related to carbon-capture projects, and 2) construction of new fossil-fueled generation facilities. Nonetheless, in the third quarter of 2010 we anticipate submitting to the Rural Utilities Service a $128 million loan application related to general improvements at our existing generation facilities, including improvements at our fossil-fueled generation facilities, and another $750 million loan application related to our planned natural gas-fired combined cycle facility. Further, should members subscribe to any additional natural-gas fired combined cycle or combustion turbine facilities, we anticipate filing loan applications for those facilities as well, to the extent Rural Utilities Service regulations in place at that time allow us to do so. See "BUSINESS—OGLETHORPE POWER CORPORATION—Relationship with the Rural Utilities Service" in our 2009 Form 10-K for a discussion of the Rural Utilities Service's current position relating to funding of new generation facilities.

All of the approved Rural Utilities Service loans will be funded through the Federal Financing Bank and guaranteed by the Rural Utilities Service, and the debt will be secured under the indenture.

Department of Energy-Guaranteed Loans.    We have signed a conditional term sheet with the Department of Energy that sets forth the general terms of a loan and related loan guarantee that would fund approximately 70% of the estimated $4.2 billion cost to construct our 30% undivided share in two new nuclear units proposed at Plant Vogtle, not to exceed $3.057 billion. The loan structure would entail a loan funded through the Federal Financing Bank carrying a federal loan guarantee provided by the Department of Energy, with the debt secured under our indenture.

We are working with the Department of Energy to finalize the loan guarantee. However, final approval and issuance of a loan guarantee by the Department of Energy is subject to receipt of the combined

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construction permits and operating licenses for Plant Vogtle Units No. 3 and No. 4 from the Nuclear Regulatory Commission, negotiation of definitive agreements, completion of due diligence by the Department of Energy and satisfaction of other conditions. Therefore, there can be no assurance that the Department of Energy will ultimately issue the loan guarantee to us.

For any Plant Vogtle project costs not funded by the Department of Energy, we plan to issue taxable bonds and tax-exempt bonds for any equipment that may qualify for tax-exempt financing. Of the $1.2 billion of estimated project costs that are not expected to be financed by the Department of Energy, if the Department of Energy issues the loan guarantee to us, we have already financed $400 million through the issuance of first mortgage bonds in November 2009, and we have plans to issue an additional approximately $400 million of first mortgage bonds for this purpose in the fourth quarter of 2010.

For more detailed information regarding our financing plans, see "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Financial Condition—Financing Activities" in our 2009 Form 10-K.

Newly Adopted or Issued Accounting Standards

For a discussion of "Fair Value Measurements and Disclosures," "Accounting for Transfers of Financial Assets—an amendment of Accounting for Transfers for Servicing of Financial Assets and Extinguishments of Liabilities", "Amendments to Consolidation of Variable Interest Entities," and "Subsequent Events—Amendments to Certain Recognition and Disclosure Requirements" see Note D of Notes to Unaudited Condensed Financial Statements herein.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Our market risks have not changed materially from the risks reported in our 2009 Form 10-K.

Item 4.    Controls and Procedures

As of March 31, 2010, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting or other factors that occurred during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 1A.    Risk Factors

There have not been any material changes in our risk factors from those reported in "Item 1A-RISK FACTORS" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3.    Defaults upon Senior Securities

Not Applicable.

Item 4.    Reserved

Item 5.    Other Information

Not Applicable.

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Item 6.    Exhibits

Number			Description
	3.1		Bylaws of Oglethorpe, as amended and restated, as of May 1, 2008 (updated on May 1, 2010 to reflect SMG membership change).
	4.1		Fifty-Third Supplemental Indenture, dated as of March 1, 2010, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the Series 2010A (Burke) Note, Series 2010B (Burke) Note and Series 2010A (Monroe) Note.
	10.1	(1)	Amendment No. 2, dated as of January 15, 2010, to the Engineering, Procurement and Construction Agreement, dated as of April 8, 2008, between Georgia Power, for itself and as agent for Oglethorpe, Municipal Electric Authority of Georgia, and Dalton Utilities, as owners, and a consortium consisting of Westinghouse and Stone & Webster, as contractor, for Units 3 & 4 at the Vogtle Electric Generating Plant Site. (Incorporated by reference to Exhibit 10(c)(1) of Georgia Power Company's Form 10-Q for the quarterly period ended March 31, 2010, filed with the SEC on May 7, 2010.)
	10.2	(1)	Amendment No. 3, dated as of February 23, 2010, to the Engineering, Procurement and Construction Agreement, dated as of April 8, 2008, between Georgia Power, for itself and as agent for Oglethorpe, Municipal Electric Authority of Georgia, and Dalton Utilities, as owners, and a consortium consisting of Westinghouse and Stone & Webster, as contractor, for Units 3 & 4 at the Vogtle Electric Generating Plant Site. (Incorporated by reference to Exhibit 10(c)(2) of Georgia Power Company's Form 10-Q for the quarterly period ended March 31, 2010, filed with the SEC on May 7, 2010.)
	31.1		Rule 13a-14(a)/15d-14(a) Certification, by Thomas A. Smith (Principal Executive Officer).
	31.2		Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins (Principal Financial Officer).
	32.1		Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Thomas A. Smith (Principal Executive Officer).
	32.2		Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Elizabeth B. Higgins (Principal Financial Officer).
	99.1		Member Financial and Statistical Information (for calendar years 2007-2009).

(1)

Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the SEC.

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SIGNATURES

Pursuant to the requirements 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.

		Oglethorpe Power Corporation (An Electric Membership Corporation)
Date: May 17, 2010	By:	/s/ Thomas A. Smith Thomas A. Smith President and Chief Executive Officer
Date: May 17, 2010		/s/ Elizabeth B. Higgins Elizabeth B. Higgins Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-3.1

EXHIBIT 3.1

OGLETHORPE POWER CORPORATION

(An Electric Membership Corporation)

BYLAWS

As Amended and Restated

by the Members on

May 1, 2008

(Updated on May 1, 2010 to reflect SMG membership change)

TABLE OF CONTENTS

Article IMembership	1
Section 1.Qualifications for Membership	1
Section 2.Membership Fee	1
Section 3.Purchase of Capacity and Energy by Members	1
Section 4.Payment by Members of Obligations to the Corporation	1
Section 5.Non-liability of Members for Debts of the Corporation	1
Section 6.Expulsion of Member	2
Section 7.Withdrawal of Member	2
Section 8.Transfer of Membership	3
Article IIMeeting of Members	3
Section 1.Annual Meeting of Members	3
Section 2.Special Meetings of Members	3
Section 3.Notice of Meetings of Members	3
Section 4.Quorum for Meetings of Members; Adjournment	4
Section 5.Voting; Member Action	4
Section 6.Member Representative and Alternates	4
Section 7.Notification of Corporation of Identity of Member Representative and Alternate Representatives	5
Section 8.Written Consent of Members	5
Section 9.Compensation of Member Representatives and Alternate Representatives	5
Article IIIChairman and Vice Chairman of Member Representatives	6
Section 1.Officers; Qualifications	6
Section 2.Appointment and Term of Office of Officers	6
Section 3.Removal of Officers	6
Section 4.Chairman of the Member Representatives	6
Section 5.Vice Chairman of the Member Representatives	6
Article IVAdvisory Board and Nominating Committee	7
Section 1.Advisory Board	7
Section 2.Nominating Committee	7
Article VDirectors	8
Section 1.General Powers of Board of Directors	8
Section 2.Term of Directors	8
Section 3.Number and Qualifications of Directors	8
Section 4.Nomination and Election of Directors	13
Section 5.Filling Vacancies on Board of Directors	17
Section 6.Resignation and Removal of Directors	17
Section 7.Compensation of Directors	18
Section 8.Power of Directors to Adopt Rules and Regulations and Policies	18

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Section 9.Power to Appoint Committees	18
Article VIMeetings of Directors	18
Section 1.Regular Meetings of Directors	18
Section 2.Special Meetings of Directors	18
Section 3.Notice of Special Meetings of Directors	19
Section 4.Quorum for Meeting of Directors	19
Section 5.Action of Board of Directors	19
Section 6.Written Consent of Directors	19
Article VIIOfficers	20
Section 1.Officers; Qualifications	20
Section 2.Appointment and Term of Office of Officers	20
Section 3.Removal of Officers	20
Section 4.Chairman of the Board	20
Section 5.Vice Chairman of the Board	20
Section 6.President	21
Section 7.Secretary	21
Section 8.Treasurer	21
Section 9.Appointment of Officers and Agents	21
Section 10.Bonds of Officers	21
Section 11.Compensation of Officers	21
Article VIIICooperative Operation	22
Section 1.Interest or Dividends on Capital Prohibited	22
Section 2.Patronage Capital in Connection with Furnishing Electric Energy	22
Section 3.Accounting System and Reports	23
Article IXIndemnification and Insurance	23
Section 1.Indemnification	23
Section 2.Insurance	23
Article XSeal	24
Article XIAmendment	24
Section 1.Amendment by the Board of Directors	24
Section 2.Amendment by the Members	24

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Article I

Membership

Section 1.Qualifications for Membership.

Any “EMC” (as defined in Section 46-3-171(3) of the Georgia Electric Membership Corporation Act) shall be eligible to become a Member.  An EMC desiring to become a Member shall submit to the Secretary of the Corporation an application for membership in writing.  The application shall be presented to the Board of Directors at the next meeting of the Board held ninety days or more after the date of submission of the application.  The applicant shall become a Member at such time as the Board of Directors has approved its application and the EMC has:

(a)Paid the membership fee established pursuant to Section 2 of this Article I;

(b)Executed an agreement to purchase capacity and energy at wholesale from the Corporation on terms and conditions satisfactory to the Board of Directors;

(c)Agreed to comply with and be bound by the Articles of Incorporation and Bylaws of the Corporation, as amended from time to time, and such policies, rules and regulations as may from time to time be adopted by the Board of Directors;

(d)If applying for membership after May 1, 2008, satisfied the conditions set forth in Article V, Section 3 of these Bylaws; and

(e)Satisfied all other conditions established for membership by the Board of Directors.

Section 2.Membership Fee.

The amount of the fee for admission to membership shall be established from time to time by the Board of Directors.

Section 3.Purchase of Capacity and Energy by Members.

Each Member shall purchase capacity and energy from the Corporation on such terms and conditions as are provided in the Amended and Restated Wholesale Power Contract (“Wholesale Power Contract”) between the Corporation and the Member, as the same may exist from time to time.

Section 4.Payment by Members of Obligations to the Corporation.

Each Member shall pay any and all amounts which may from time to time become due and payable by the Member to the Corporation as and when the same shall become due and payable.

Section 5.Non-liability of Members for Debts of the Corporation.

A Member shall not, solely by virtue of its status as such, be liable for the debts of the Corporation; and the property of a Member shall not, solely by virtue of its status as such, be subject to attachment, garnishment, execution or other procedure for the collection of such debts.

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Section 6.Expulsion of Member.

Any Member which shall have violated or refused to comply with any of the provisions of the Articles of Incorporation of the Corporation, these Bylaws, or any policy, rule or regulation adopted from time to time by the Board of Directors may be expelled from membership by the affirmative vote of not less than two-thirds of all of the Directors.  Any Member so expelled may be reinstated as a Member by a majority vote of all of the Directors.  Termination of membership shall not release the Member from its debts, liabilities or obligations to the Corporation, including, without limitation, its obligations under the Wholesale Power Contract between the Member and the Corporation.

Section 7.Withdrawal of Member.

Any Member may withdraw from membership upon payment in full, or making adequate provisions for the payment in full, of all its debts to the Corporation and upon satisfying or making adequate provisions for the satisfaction of all its liabilities and obligations to the Corporation, including, without limitation, its obligations under the Wholesale Power Contract between the Member and the Corporation, and upon compliance with such other terms and conditions as the Board of Directors may prescribe.

Section 7.a.

(1)As to all Members who have executed an Amended and Restated Wholesale Power Contract between the Corporation and the Member dated as of January 1, 2003, a Member may withdraw on the following terms.  A Member shall be deemed to have withdrawn from the Corporation, and it shall no longer be a member of the Corporation for any purpose, on the date on which all three (3) of the following conditions have been satisfied:

(a)the Withdrawing Member has delivered to the Chairman of the Board of the Corporation a Notice of Intent to Withdraw in the form attached as Exhibit F to the New Business Model Closing Agreement, dated as of January 1, 2003, to which the Corporation is a party (the “Closing Agreement”); and

(b)the Withdrawing Member has executed and delivered to the Corporation the form of withdrawal agreement attached as Exhibit G to the Closing Agreement (the “2003 Withdrawal Agreement”); and

(c)the withdrawal has become effective in accordance with the terms and conditions of the 2003 Withdrawal Agreement.

Until the date on which all of the foregoing conditions have been satisfied, the Withdrawing Member shall remain a Member of the Corporation with all of the duties, rights, responsibilities and obligations attendant to membership in the Corporation.

(2)Notwithstanding anything to the contrary contained in these Bylaws, any amendment to or revocation of this Article I, Section 7.a. shall not be effective as to any Member who, within thirty (30) days after receiving written notification of said amendment or

2

revocation, delivers to the Chairman of the Board of the Corporation a written notification that it does not concur with the amendment or the revocation.

Section 8.Transfer of Membership.

Upon consolidation, merger or sale of substantially all its assets, a Member may transfer its membership to its corporate successor or the purchaser of such assets if such successor or purchaser is otherwise eligible for membership and has met the requirements for membership set forth in this Article I, upon satisfying or making adequate provisions for the satisfaction of all its liabilities and obligations to the Corporation including, without limitation, its obligations under the Wholesale Power Contract between the Member and the Corporation, and upon satisfying any additional terms and conditions the Board of Directors may establish for such transfer, including, without limitation, the payment of a reasonable fee for the transfer.  A membership in the Corporation shall not otherwise be transferable.

Article II

Meetings of Members

Section 1.Annual Meeting of Members.

The annual meeting of Members shall be held during the first quarter of each calendar year at a time and place within the service area of the Corporation designated by the Board of Directors; provided that failure to hold the annual meeting shall not work a forfeiture nor shall such failure affect otherwise valid corporate acts.

Section 2.Special Meetings of Members.

Special meetings of Members may be called by the Chairman of the Board, the President, or upon written request of at least ten percent of all the Members.  Members shall request the call of a special meeting of Members by presenting to the Secretary of the Corporation resolutions of their boards of directors authorizing such action.  Special meetings of the Members shall be held at the time specified by the person or persons calling the meeting, and at such place within the service area of the Corporation as the Board of Directors shall designate from time to time.  In the case of any special meeting of Members called upon the request of less than twenty-five percent of the Members, a majority of the Members present at such meeting may assess all of the expenses of such meeting against the Members requesting the call of the meeting.

Section 3.Notice of Meetings of Members.

Written notice stating the place, the day and the hour of a meeting of Members and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be provided not less than five nor more than ninety days before the date of the meeting by any reasonable means, by or at the direction of the President.  Reasonable means for providing such notice shall include, but not be limited to, United States mail, telecopier and personal delivery.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with adequate prepaid first class postage thereon addressed to the Member at its address as it appears on the record books of the Corporation.  Notice of any meeting of Members need not be given to any Member who signs a waiver of notice, either before or after the meeting.

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Attendance of a Member at a meeting shall constitute waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a Member attends the meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business.

Section 4.Quorum for Meetings of Members; Adjournment.

A majority of the Members shall constitute a quorum for any meeting of Members.  A majority of those present may adjourn the meeting from time to time, whether or not a quorum is present; provided however, that except as to Director positions that are permitted to remain open pursuant to the provisions of these Bylaws, until the nomination and election process has been completed for all Director positions to be elected at such meeting, the meeting may only be adjourned by the affirmative vote of all of the Members present at the meeting, whether or not a quorum is present.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken; and at the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting.  If, however, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member in compliance with Section 3 of this Article II.

Section 5.Voting; Member Action.

Each Member shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members.  If a quorum is present at a meeting, the affirmative vote of a majority of the Members represented at the meeting shall be the act of the membership unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 6.Member Representative and Alternates.

The board of directors of each Member shall appoint as its representative (the “Member Representative”) a member of such board to represent and cast the vote of the Member at all meetings of Members and of the Nominating Committee, and may appoint as its alternate representative (the “Alternate Representative”) the General Manager (which for purposes of these Bylaws shall include the person having the duties of a general manager) of such Member.  The board of directors of each Member may also appoint a second alternate representative (the “Second Alternate Representative”) to serve as the Member’s representative in the absence of both the Member Representative and Alternate Representative of such Member.  The Second Alternate Representative shall be an employee of the Member or a member of its board of directors.

If a person who is a Member Representative or Alternate Representative shall become disqualified from serving as such, such person shall immediately be deemed to have been removed as Member Representative or Alternate Representative and the board of directors of the Member shall appoint a new Member Representative and may appoint a new Alternate Representative, as the case may be.  If the General Manager of a Member shall become disqualified from serving as Alternate Representative, the board of directors of the Member may appoint as its Alternate Representative an employee or a member of its board.

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Each Member shall be entitled to have its Member Representative and Alternate Representative present at each meeting of Members, the Advisory Board and the Nominating Committee.  If the Member Representative shall be absent from any meeting, die, resign or be removed, then the Alternate Representative may represent and cast the vote of the Member at such meeting or until a new Member Representative is appointed.  If neither the Member Representative nor the Alternate Representative are present at the meeting, the Second Alternate Representative of the Member, if any, may represent and cast the vote of the Member.  If a Member has no Member Representative, Alternate Representative or Second Alternate Representative, an officer of the Member may represent and cast the vote of the Member.  In case of conflicting representation by the officers of a Member, the Member shall be deemed to be represented by its senior officer in the order specified in Section 46-3-266(c) of the Georgia Electric Membership Corporation Act.

The person authorized to cast the vote of a Member in accordance with this Section 6 shall be conclusively presumed to be authorized to vote as he sees fit on all matters submitted to a vote of the Members unless such Member shall specifically limit the voting power of its Member Representative, Alternate Representative, Second Alternate Representative or officers, as the case may be, by a written statement executed by the president or vice president and the secretary of the Member under its corporate seal pursuant to a resolution duly adopted by its board of directors, and delivered to the Secretary of the Corporation.

Section 7.Notification of Corporation of Identity of Member Representative and Alternate Representatives.

Each Member shall file with the Secretary of the Corporation a written statement executed by the president or vice president and the secretary of the Member under its corporate seal, stating the name of its Member Representative, Alternate Representative, and Second Alternate Representative, if any, and, where applicable, the dates of expiration of their respective terms as directors of the Member.  The statement shall contain a certification that the Member Representative, Alternate Representative and Second Alternate Representative have been appointed in accordance with a resolution duly adopted by the board of directors of the Member.  A Member may, at any time by resolution of its board of directors and notice to the Corporation, terminate the appointment of its Member Representative, Alternate Representative or Second Alternate Representative.  Notice to the Corporation of such action shall be by a written statement executed by the president or vice president and the secretary of such Member under its corporate seal.

Section 8.Written Consent of Members.

Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken shall be signed by persons duly authorized to cast the vote of each Member.

Section 9.Compensation of Member Representatives and Alternate Representatives.

The compensation of the Member Representatives, Alternate Representatives, or any Second Alternate Representatives for service as such and in connection with the Advisory Board and the Nominating Committee shall be fixed from time to time by action of the Members in

5

accordance with Section 5 of this Article II.  Member Representatives, Alternate Representatives and Second Alternate Representatives also shall be reimbursed for expenses actually and necessarily incurred by them in the performance of their duties.

Article III

Chairman and Vice Chairman of

Member Representatives

Section 1.Officers; Qualifications.

The officers of the Member Representatives shall be a Chairman and Vice Chairman.  The Chairman and Vice Chairman must be the duly appointed Member Representative of a Member pursuant to Article II, Section 6 of these Bylaws.

Section 2.Appointment and Term of Office of Officers.

The Chairman and Vice Chairman of the Member Representatives shall be elected annually by the Member Representatives at the annual meeting of Members held pursuant to Article II, Section 1 of these Bylaws.

The Chairman and Vice Chairman of the Member Representatives shall hold office as such until the next succeeding annual meeting of the Members and until his successor shall have been elected or appointed and shall have qualified, or until his earlier resignation, removal from office or death.

Section 3.Removal of Officers.

The Chairman and Vice Chairman may be removed by the Member Representatives whenever in their judgment the best interest of the Members will be served thereby.

Section 4.Chairman of the Member Representatives.

The Chairman of the Member Representatives shall:

(a)preside at all meetings of the Members, the Advisory Board and the Nominating Committee; and

(b)have such other duties and powers as may be prescribed by the Member Representatives from time to time.

Section 5.Vice Chairman of the Member Representatives.

The Vice Chairman of the Member Representatives shall:

(a) in the absence of the Chairman of the Member Representatives, preside at all meetings of the Members, the Advisory Board and the Nominating Committee; and

(b)have such other duties and powers as may be prescribed by the Member Representatives from time to time.

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Article IV

Advisory Board and Nominating Committee

Section 1.Advisory Board.

The Corporation shall have an Advisory Board, the members of which shall be the Member Representatives.  The Advisory Board shall convene at three quarterly meetings annually for the purpose of receiving reports from the Board of Directors and management of the Corporation and acting in an advisory capacity.  The Advisory Board shall have no authority to take any official action on behalf of the Corporation or any Member.  When acting in the capacity of a member of the Advisory Board, a Member Representative shall have no fiduciary or other responsibility to the Corporation or any Member, and no Member Representative shall be personally liable to the Corporation or any Member on account of any action taken or not taken as a member of the Advisory Board.

Section 2.Nominating Committee.

The Corporation shall have a Nominating Committee, the members of which shall be the Member Representatives.  The Nominating Committee shall be responsible for nominating all Directors as provided in Article V, Section 4 of these Bylaws and shall have exclusive authority with respect to all such nominations.  The Nominating Committee shall also have exclusive authority to investigate the accuracy of any affidavit filed by a Member pursuant to this Section 2.  No action taken by the Nominating Committee may be amended, repealed or in any way overruled by the Board of Directors, any committee thereof, or the Members.

Actions taken by the Nominating Committee shall be by votes cast by members of the Nominating Committee, weighted in accordance with the number of customers served through facilities served by the Corporation that are entitled to vote as members of the Member whose Member Representative is casting the vote as a member of the Nominating Committee.  No later than February 15 of each year, each Member shall file with the Secretary of the Corporation an affidavit in such form as may be prescribed by the Board of Directors from time to time sworn to and executed by the chairperson of the Board of Directors of such Member and the General Manager of such Member, stating the number of customers served through facilities served by the Corporation that are entitled to vote as members of such Member as of the immediately preceding December 31.  With respect to any action taken by the Nominating Committee, the number of customers entitled to vote as members of each Member shall be as set forth in the last such affidavit filed with the Secretary of the Corporation by such Member.  Upon a determination by the Nominating Committee that any such affidavit filed by a Member is inaccurate, the Nominating Committee shall determine the number of customers served through facilities served by the Corporation that are entitled to vote as members of such Member.  Such number as determined by the Nominating Committee shall for purposes of any action taken by the Nominating Committee thereafter be deemed to be substituted for the number reflected in such inaccurate affidavit.

Either (i) a majority of the members of the Nominating Committee or (ii) a number of members of the Nominating Committee whose votes collectively constitute a majority of the

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votes of all members of the Nominating Committee shall constitute a quorum for any meeting of the Nominating Committee.  If a quorum is present at a meeting, except as provided in Section 4 of Article V, the affirmative majority vote of the members of the Nominating Committee present at such meeting shall be the act of the Nominating Committee.

The Nominating Committee may appoint from time to time one or more sub-committees for the purpose of researching, identifying or interviewing candidates for Director or such other purposes related to the function of the Nominating Committee as the Nominating Committee shall specify.

Article V

Directors

Section 1.General Powers of Board of Directors.

The business and affairs of the Corporation shall be managed by a Board of Directors which shall be elected by the Members.

Section 2.Term of Directors.

Each Director shall serve for a term ending on the date of the third annual meeting of the Members following the annual meeting at which such Director is elected; provided, however, that unless specified otherwise in Section 3, in connection with the first election of Directors pursuant to this Article V held on May 1, 2008, the Members may specify shorter terms for any Director for the purpose of providing staggered terms for the Directors.  Each Director shall serve until his successor is appointed or elected and qualified or until his earlier death, resignation or removal.

Section 3.Number and Qualifications of Directors.

The number of Directors on the Board of Directors is subject to increase or decrease as provided below. Of the Directors on the Board, three shall be Member At-Large Directors, and up to two may be Outside Directors, with the number of Outside Director positions to be filled determined by the Members as provided in this Section 3. The number of Member Directors and Manager Directors shall be based on the number and composition of Scheduling Member Groups as provided below.  There shall be a Member Director position and a Manager Director position for each Scheduling Member Group; provided, however, that whether such positions can be filled is subject to the restrictions and requirements set forth in this Section.  The term “Scheduling Member Group” as used in these Bylaws applies for governance purposes only, and in no way is intended to restrict or control the Members’ ability to form scheduling groups for operational or other purposes.  The Member Directors and Manager Directors are referred to collectively in these Bylaws as “Member Group Directors.”

The Transition Period shall begin on May 1, 2008, and shall end at such time as:  (a) each Scheduling Member Group has no more than one Member At-Large Director on each of the Boards of the Corporation, GTC and GSOC; (b) each Scheduling Member Group has a total of no more than two Member At-Large Directors among the Boards of the Corporation, GTC

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and GSOC; (c) each eligible Scheduling Member Group has at least one Member At-Large Director among the Boards of the Corporation, GTC and GSOC; and (d) the Corporation has a total of three Member At-Large Director positions, GTC has a total of two Member At-Large Director positions, and GSOC has a total of three Member At-Large Director positions.  Notwithstanding any other provision herein, any Member At-Large Director from SMG No. 3 who was serving in such position as of May 1, 2008, may continue to seek re-election to such position; provided, however, that at such time during the Transition Period as a Member At-Large Director from SMG No. 3 resigns, is removed, is not re-elected, or does not seek re-election as a Member At-Large Director, then no person from any Member of SMG No. 3 shall be eligible to fill such Member At-Large Director position during the Transition Period.  Further, if during the Transition Period a Member Director from SMG No. 3 resigns, is removed, is not re-elected, or does not seek re-election as a Member Director, then at such time a Member At-Large Director from SMG No. 3, as determined by the Members of SMG No. 3, shall replace such Member Director and serve the term of such Member Director or seek election to such Member Director position, as applicable, and no person from SMG No. 3 shall be eligible to fill the open Member At-Large Director position during the Transition Period.  For each Member At-Large Director position other than a position held by a person from SMG No. 3, during the Transition Period, only an eligible person from the Scheduling Member Group that held such Member At-Large Director position as of May 1, 2008 shall be eligible for such Member At-Large Director position.

Notwithstanding any other provision of these Bylaws, Gary Miller shall serve as a Special Director until the annual meeting of Members in 2009, at which time his term shall end and the position of Special Director shall be eliminated.

Member Directors; Member At-Large Directors.  Each Member At-Large Director and each Member Director must be a Director of one of the Members.  One Member Director shall come from each of the eligible Scheduling Member Groups described in this Section 3.  If after a Member Director is elected, the Member represented by such Member Director changes Scheduling Member Groups, at the time such change in Scheduling Member Groups becomes effective, such Member Director shall cease to be qualified to hold such position and shall be deemed removed in accordance with Section 6 of this Article.

Following the Transition Period:  (1) for so long as a Scheduling Member Group has Member At-Large Directors serving on the Boards of both GTC and GSOC, such Scheduling Member Group may not have a Member At-Large Director serving on the Board of the Corporation; (2) for so long as a Scheduling Member Group has a Member At-Large Director serving on the Board of the Corporation, it may not have a second Member At-Large Director serving on the Board of the Corporation; and (3) if any Scheduling Member Group does not have a Member At-Large Director serving on any of the Boards of the Corporation, GTC, or GSOC, then at such time as a Member At-Large Director position on the Board of the Corporation becomes vacant, then only such Scheduling Member Groups shall be eligible to seek such Member At-Large Director position.

All Member Regional Director positions are eliminated as of May 1, 2008.

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Manager Directors.  Each Manager Director must be a General Manager of one of the Members.  One Manager Director shall come from each of the eligible Scheduling Member Groups described in this Section 3.  If after a Manager Director is elected, the Member represented by such Manager Director changes Scheduling Member Groups, at the time such change in Scheduling Member Groups becomes effective such Manager Director shall cease to be qualified to hold such position and shall be deemed removed in accordance with Section 6 of this Article.

All Regional Manager Director positions are eliminated as of May 1, 2008.

Scheduling Member Groups.  In the event a Member or group of Members seeks to form a new Scheduling Member Group, such Member or Members shall submit to the Secretary of the Corporation a written request for formation of a Scheduling Member Group (“Formation Request”). Such Formation Request shall include a justification for formation of a new Scheduling Member Group that includes, but is not limited to, information related to identity of the scheduling agent, the similarity of power supply contracts, power supply planning services, and other relevant considerations.  Within thirty days after the Secretary’s receipt of the Formation Request, the Secretary will transmit the Formation Request to the Member Representative and Alternate Member Representative of each of the Members.  If at the time the Secretary receives the Formation Request:  (a) a previously scheduled meeting of the Members is to be held within ninety days, but no sooner than fifteen days, after the Secretary’s receipt of the Formation Request, then the Formation Request shall be considered at such meeting of the Members; or (b) there is no meeting of the Members scheduled to be held within ninety days after the Secretary’s receipt of the Formation Request, or a meeting of the Members is scheduled to be held sooner than fifteen days after the Secretary’s receipt of the Formation Request, then within ninety days after the Secretary’s receipt of the Formation Request, a special meeting of the Members will be called by the Chairman, with the date of such special meeting to be no later than one hundred and twenty days after the Secretary’s receipt of the Formation Request, and the Formation Request shall be considered at such special meeting of the Members.  At any meeting of the Members at which a Formation Request is considered, the Member or group of Members that submitted the Formation Request will have the opportunity to make a presentation in support of the Formation Request. The Formation Request may not be approved except by the affirmative vote of three-fourths of the Members.  If a Formation Request for a new Scheduling Member Group is approved, these Bylaws will be updated to reflect the addition of such Scheduling Member Group without any need for further action by the Members.  For the formation of the Scheduling Member Group to be effective, approval must also be obtained pursuant to the procedures for formation of Scheduling Member Groups set forth in the Bylaws of GTC and GSOC.

If a new Scheduling Member Group is formed, then there shall automatically be created a new Member Director position and a new Manager Director position for such Scheduling Member Group.  Within thirty days after the formation of such Scheduling Member Group is approved, the Secretary of the Corporation shall send a notice to each of the Member Representatives of the Members in the new Scheduling Member Group requesting that the Scheduling Member Group submit a notice to the Secretary that either:  (a) states the name of the person(s) that the Scheduling Member Group selects to fill the position(s) of Member Director and/or Manager

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Director until such time as the position(s) are filled at the next annual meeting of the Members or any special meeting of the Members called for the purpose of filling such position(s); or (b) states the intention of the Members in the Scheduling Member Group to arrange for a special meeting of the Members to be called for the purpose of filling such position(s).  If the Scheduling Member Group elects not to fill a Member Director or Manager Director position, such position shall remain vacant until such time as the Scheduling Member Group follows the procedure set forth in this paragraph to fill such position.

In the event a Member seeks to move from a Scheduling Member Group to another existing Scheduling Member Group (the “Destination SMG”), such Member shall submit to the Secretary of the Corporation notice in writing of its movement to the Destination SMG, together with a written consent from each Member of the Destination SMG indicating each such Member’s consent to allow entry into the Destination SMG of the Member seeking to move.  For the change in membership to be effective, the Member seeking to move to the Destination SMG must also meet the requirements set forth in the Bylaws of GTC and GSOC for moving from its Scheduling Member Group to the Destination SMG. Upon submission of all materials required by this paragraph, and upon confirmation by the Secretary of the Corporation that the requirements set forth in the Bylaws of GTC and GSOC for change in membership have been met, the Secretary will send a written notice to the Member Representatives of each of the Members stating the changed membership of the Destination SMG, and these Bylaws will be updated to reflect the changes in Scheduling Member Group membership without any need for further action by the Members.

If a Scheduling Member Group ceases to exist, any Member Director, Manager Director or Member At-Large Director from such Scheduling Member Group will be removed from the Board, and the number of Member Director positions and the number of Manager Director positions on the Board shall each automatically be reduced by one.

For so long as Jackson Electric Membership Corporation is the sole member of SMG No. 5, the person, if any, serving as Manager Director of the Corporation for SMG No. 5 may also serve as a Manager Director of one (but not both) of GTC or GSOC.

Outside Directors.  An Outside Director shall have experience in one or more matters pertinent to the Corporation’s business, including, without limitation, operations, marketing, finance or legal matters.  No Outside Director may be a current or former officer of the Corporation, a current employee of the Corporation, a former employee of the Corporation who is receiving compensation for prior services (other than benefits under a tax-qualified retirement plan) or a director, officer or employee of GTC, GSOC or any Member.  In addition, no person receiving any remuneration from the Corporation in any capacity other than as an Outside Director, either directly or indirectly and whether in the form of payment for any good or service or otherwise, shall be qualified to serve as an Outside Director.

If an Outside Director position is to be filled at an annual meeting of the Members, the Members may choose not to fill such position by an affirmative vote of three-fourths of the Members at such annual meeting or at any prior special meeting of the Members, with the decision not to fill the position effective as of the date of such annual meeting.  The Members

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by affirmative majority vote at an annual or special meeting may choose to fill an Outside Director position that the Members previously chose not to fill.  The Members may (a) fill such Outside Director position at the annual or special meeting at which the decision to fill the position is made, or (b) by affirmative majority vote may set a date for a meeting at which such position will be filled, with such date set no later than the next annual meeting of Members.  At any annual or special meeting of the Members at which an election is to be held for an Outside Director position to be filled pursuant to this paragraph, the Nominating Committee shall nominate and the Members shall elect an Outside Director in accordance with Section 4 of this Article V.  If an Outside Director position is filled less than three years after the effective date of the Member’s decision not to fill such position, the term of the person elected to such position shall end on the same date as the term for that position would originally have ended; otherwise, the person elected to such position shall serve for a term specified by the Members, provided such term ends on the date of an annual meeting no later than three years from the date of such Director’s election.

Except as otherwise provided in these Bylaws, no person may simultaneously serve as a Director of both the Corporation and either GTC or GSOC.  While a Director or General Manager of any Member serves as a Director of the Corporation, then no other person from such Member may serve as a Director of the Corporation.

The Scheduling Member Groups and the Members included in such Scheduling Member Groups are as follows:

SMG No. 1	Central EMC
	Cobb EMC
	Excelsior EMC
	Pataula EMC
	Snapping Shoals EMC
	Upson EMC
	Washington EMC
SMG No. 2	Colquitt EMC
	Diverse Power
	Satilla EMC
	Walton EMC
SMG No. 3	Carroll EMC
	Coweta-Fayette EMC
	Flint Energies (GTC and OPC only)
	Irwin EMC
	Middle Georgia EMC
	Ocmulgee EMC
	Oconee EMC
	Okefenoke REMC

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	Sawnee EMC
	Southern Rivers Energy
	Tri-County EMC
SMG No. 4	Altamaha EMC
	Amicalola EMC
	Canoochee EMC
	Coastal Electric Cooperative
	Grady EMC
	GreyStone Power Corporation
	Habersham EMC
	Hart EMC
	Jefferson Energy Cooperative
	Little Ocmulgee EMC
	Mitchell EMC
	Planters EMC
	Rayle EMC
	Slash Pine EMC
	Sumter EMC
	Three Notch EMC
SMG No. 5	Jackson EMC

Other than as a result of a new Member joining the Corporation and not joining either GTC or GSOC, or both, or a Member withdrawing or being removed from membership in the Corporation but remaining a member of either GTC or GSOC, or both, no action will be taken that would cause the number or composition of Scheduling Member Groups to be different than the number or composition of Scheduling Member Groups set forth in the Bylaws of GTC or GSOC.  In the event a member of GTC or GSOC becomes a Member of the Corporation, such Member shall be assigned to the same Scheduling Member Group to which such Member has been assigned in the Bylaws of GTC or GSOC, and these Bylaws will be updated to reflect the changes in Scheduling Member Group membership without any need for further action by the Members.  Before an applicant that is not a member of GTC or GSOC may be admitted as a Member of the Corporation pursuant to Article I, Section 1 of these Bylaws, the applicant shall have either:  (a) followed the process set forth in this Section for Members to form a new Scheduling Member Group and have obtained approval for the formation of such Scheduling Member Group; or (b) followed the process set forth in this Section for joining an existing Scheduling Member Group and have obtained approval to become a member of such Scheduling Member Group.

Section 4. Nomination and Election of Directors.

Any qualified person desiring to be considered as a candidate for nomination as a Member At-Large Director or Member Group Director may file an application for nomination with the Secretary of the Corporation no later than 60 days prior to the date set for the annual meeting of Members at which such Member At-Large Director or Member Group Director is to be elected; provided, however, that no person may file an application for nomination as a

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Member Group Director unless such person is from a Member that is part of the Scheduling Member Group that will be represented by such Member Group Director.  No person may file an application for nomination for more than one Director position.  Candidates for nomination as Outside Directors shall be recommended to the Nominating Committee by any Member or the staff of the Corporation no later than 60 days prior to the date set for the annual meeting of Members, provided that such a recommendation may be withdrawn and a substitute recommendation made at any time up to fifteen (15) days before the annual meeting.

After recommendations for nomination for Outside Director positions have been received, members of the Nominating Committee may also designate one or more qualified persons as candidates for nomination as an Outside Director whether or not any such person received a recommendation.  At the annual meeting, the Chair will review with the Nominating Committee the list of all persons whose names have been submitted as candidates for nomination to open positions, and will inquire whether any Member of the Nominating Committee wishes to designate an additional candidate for any position to be filled, and any Member who wishes to do so shall respond by giving the Chair the name of such candidate.  Any Member submitting the name of a candidate for an Outside Director position shall at that time provide information to the Nominating Committee establishing the candidate’s qualifications for such position.

After applications for nomination for Member Group Director positions have been filed, one or more qualified persons may be designated as candidates for nomination for a Member Group Director position by any member of the Nominating Committee from the Scheduling Member Group that will be represented by such Member Group Director position, regardless of whether or not any such person filed an application.

After applications for nomination for Member At-Large Director positions have been filed, any member of the Nominating Committee from a Scheduling Member Group eligible to fill such Member At-Large Director position may designate one or more qualified persons from such Scheduling Member Group as candidates for nomination for such Member At-Large Director position, regardless of whether or not any such person filed an application.

At the annual meeting, the Chair will review with the Members the list of all persons whose names have been submitted as candidates for nomination to open Member Group Director and Member At-Large Director positions, and will inquire whether any Member wishes to designate an additional candidate for any position to be filled. Any Member who wishes to do so shall respond by giving the Chair the name of such candidate, provided that such Member: (a) is in the Scheduling Member Group that will be represented by the Member Group Director position for which such candidate is proposed; or (b) is in the Scheduling Member Group that is eligible for the Member At-Large Director position, and the candidate is also from such Scheduling Member Group.

After all Members of the Scheduling Member Groups who wish to do so have designated additional candidates, if one and only one candidate has been submitted (whether by application, recommendation or designation) for one or more of the Director positions to be filled, the Chair shall move that all such unopposed candidates be nominated and elected by

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acclamation, and a vote shall be taken on such motion.  If the motion passes, those candidates who were unopposed shall be elected as Directors, and the Nominating Committee shall proceed to nominate and elect the remaining Directors by group, in accordance with the following procedures, applied first to the Member At-Large Director candidates, then to the Member Director candidates as a group, then to the Manager Director candidates as a group, and then to the Outside Director candidates as a group.   If the motion fails, the Nominating Committee shall proceed to nominate and elect all Directors by group, in accordance with the following procedures, applied first to the Member At-Large Director candidates, then to the Member Director candidates as a group, then to the Manager Director candidates as a group, and then to the Outside Director candidates as a group.

All nominations shall be made by voice roll call vote.  In the case of such a roll call vote, once all nominating votes, or abstentions (which shall be considered a vote), for each of (i) the Member At-Large Director candidates, (ii) the group of Member Director candidates, (iii) the group of Manager Director candidates, and (iv) the group of Outside Director candidates, respectively, have been voiced, the Chairman shall announce at the end of each such group of votes an opportunity for votes to be changed.  After such opportunity, if there are no vote changes, the votes shall be final and effective.  If there are any vote changes, the Chairman shall announce another opportunity for votes to be changed.  This process shall continue until either (a) there are no further vote changes, or (b) all members of the Nominating Committee have changed their vote twice.  No member of the Nominating Committee may change his vote more than twice.  At the end of such process, the votes as previously changed shall be final and effective.

Except as provided in the last sentence of this paragraph, the candidate for each Director position receiving a majority vote of the Nominating Committee shall be the nominee.  If more than two persons apply or are designated by a member of the Nominating Committee as a candidate for nomination for a Director position and no one candidate receives a majority vote of the Nominating Committee, the Nominating Committee shall conduct a second round of voting between the two candidates that received the most votes in the first round of voting, and the candidate receiving a majority vote in such second round shall be the nominee.  If neither candidate receives a majority vote of the Nominating Committee in such second round, the Nominating Committee shall conduct a third round of voting between such candidates.  If neither candidate receives a majority vote of the Nominating Committee in such third round, the candidate receiving the most votes in such third round shall be the nominee.

At each annual meeting of the Members, except for any Director position for which a candidate has been nominated and elected by acclamation as provided above, Directors shall be nominated and elected in the following order:

First, the Nominating Committee shall vote to select one nominee for each Member At-Large Director position to be elected at such annual meeting of the Members.  The Chair then shall move that such nominee(s) be elected by acclamation, and a vote shall be taken on such motion.  If the motion passes, the nominee(s) shall be elected as Director(s).  If the motion fails, the Members shall then vote separately for the election

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of each such nominee for Member At-Large Director.  If any such nominee does not receive a majority of such votes, the Nominating Committee shall vote to select another nominee, and the Members shall vote for the election of such nominee. This nomination and election process shall be repeated as many times as necessary until a nominated candidate has been elected.

Second, the Nominating Committee shall vote to select one nominee for each Member Director position to be elected at such annual meeting of the Members.  The Chair then shall move that such nominee(s) be elected by acclamation, and a vote shall be taken on such motion.  If the motion passes, the nominee(s) shall be elected as Director(s).  If the motion fails, the Members shall then vote separately for the election of each such nominee for Member Director.  If any such nominee does not receive a majority of such votes, the Nominating Committee shall vote to select another nominee, and the Members shall vote for the election of such nominee.  This nomination and election process shall be repeated as many times as necessary until a nominated candidate has been elected.

Third, the Nominating Committee shall vote to select one nominee for each Manager Director position to be elected at such annual meeting of the Members.  The Chair then shall move that such nominee(s) be elected by acclamation, and a vote shall be taken on such motion.  If the motion passes, the nominee(s) shall be elected as Director(s).  If the motion fails, the Members shall then vote separately for the election of each such nominee for Manager Director.  If any such nominee does not receive a majority of such votes, the Nominating Committee shall vote to select another nominee, and the Members shall vote for the election of such nominee.  This nomination and election process shall be repeated as many times as necessary until a nominated candidate has been elected.

Fourth, the Nominating Committee shall vote to select a nominee for each Outside Director position to be elected at such annual meeting.  The Chair then shall move that such nominee(s) be elected by acclamation, and a vote shall be taken on such motion.  If the motion passes, the nominee(s) shall be elected as Director(s).  If the motion fails, the Members shall then vote separately for the election of each such nominee.  If any such nominee does not receive a majority of such votes, the Nominating Committee shall vote to select another nominee and the Members shall vote for the election of such nominee.  This nomination and election process shall be repeated as many times as necessary until a nominated candidate has been elected.

If it is necessary to repeat the nomination and election process in order to elect a nominated candidate, such procedure shall take precedence over any motion or parliamentary procedure brought pursuant to Robert’s Rules of Order or otherwise, with the sole exception that the meeting of the Members may be adjourned in accordance with Article II, Section 4 of these Bylaws.

During the voting to elect Directors, any attempted “write-in” vote cast by a Member for any person who has not been selected by majority vote of the Nominating Committee as a Director

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nominee (regardless of whether such person did or did not apply as a candidate or was or was not designated by a Member of the Nominating Committee as a candidate) shall be void, and for purposes of counting votes shall be deemed an abstention.

Section 5.Filling Vacancies on Board of Directors.

Vacancies occurring among the incumbent Directors may be filled temporarily by the Board of Directors at its next meeting held thirty (30) days or more after the occurrence of the vacancy.  Any Director so appointed shall serve until the next annual meeting of the Members or any special meeting of the Members called for the purpose of filling such position.  At such annual or special meeting of the Members, the Nominating Committee shall nominate and the Members shall elect, in accordance with Section 4 of this Article V, a Director to serve for the unexpired term of the Director whose position was vacated.

Notwithstanding any other provision herein, in the event a Member At-Large Director position becomes vacant, and at the subsequent annual or special meeting of the Members no Member in an eligible Scheduling Member Group designates a candidate for nomination and no person from a Member in an eligible Scheduling Member Group files an application for nomination, then such position will remain vacant until, at an annual meeting of the Members or a special meeting of the Members called for the purpose of filling such position, a Member in an eligible Scheduling Member Group designates a candidate for nomination for such position or a person from a Member in an eligible Scheduling Member Group files an application for nomination for such position, and the Nominating Committee nominates and the Members elect a Member At-Large Director in accordance with Section 4 of this Article V.  If a Member At-Large Director position is filled less than three years after the date of the annual or special meeting of the Members at which the position was not filled, the term of the person elected to such position shall end on the same date as the term for that position would originally have ended; otherwise, the person elected to such position shall serve for a term specified by the Members, provided such term ends on the date of an annual meeting no later than three years from the date of such Director’s election.

Vacancies occurring among the Directors due to an increase in the number of Directors shall be filled in accordance with the nomination and election process provided for in Section 4 of this Article V at the meeting of the Members at which the action to increase the number of Directors was taken.

Section 6.Resignation and Removal of Directors.

Except as otherwise provided in Section 4 of this Article V, if any Member At-Large Director, Member Group Director or Outside Director ceases to be qualified to hold such position, he shall immediately be deemed to be removed as a Director of the Corporation and the vacancy so created shall be filled in the manner set forth in Section 5 of this Article V.

Any Member or Director may bring charges against a Director for neglect or breach of duty or other action or inaction which is or may be injurious to the Corporation by filing them in writing with the Secretary, together with a petition signed by twenty-five percent of the Members, requesting that the matter be brought before a meeting of Members.  The removal shall be voted upon at the next regular or special meeting of the Members.  A majority vote of

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the Members present at the meeting shall determine such removal.  The Director against whom such charges have been brought shall be informed in writing of the charges at least fifteen days prior to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges against him shall have the same opportunity.  At any meeting at which a Director is removed by the Members, the Nominating Committee shall nominate, and the Members shall elect, in accordance with Section 4 of this Article V, a Director to serve for the unexpired term of such removed Director.  Any Director removed pursuant to this Section 6 shall be eligible to again be nominated to serve as a Director of the Corporation only with the consent of a majority of the Members present and voting at a meeting at which the question is presented.

Section 7.Compensation of Directors.

The compensation of the Directors shall be fixed by the Board of Directors from time to time.  Directors also shall be reimbursed for expenses actually and necessarily incurred by them in the performance of their duties.

Section 8.Power of Directors to Adopt Rules and Regulations and Policies.

The Board of Directors shall have the power to adopt policies, rules and regulations for the management, administration and regulation of the business and affairs of the Corporation, provided that they are not inconsistent with law, the Articles of Incorporation or these Bylaws.

Section 9.Power to Appoint Committees.

Except where the composition of a committee is established by these Bylaws, the Chairman of the Board may establish (and abolish) committees comprised of Directors and others.  Such committees shall not have any of the powers of the Board of Directors, and shall perform such functions as are assigned specifically to them for the purpose of advising or making recommendations to the Board of Directors.  When establishing (and abolishing) such committees, the Chairman of the Board shall comply with such policies, rules and regulations, if any, as may from time to time be adopted by the Board of Directors with respect to such committees.  A majority of the full Board of Directors may also establish (and abolish) committees of the Board pursuant to Section 46-3-297 of the Georgia Electric Membership Corporation Act.

Article VI

Meetings of Directors

Section 1.Regular Meetings of Directors.

A regular meeting of the Board of Directors shall be held quarterly or more often at such time and place as the Board of Directors may designate.  Such regular meetings may be held without notice.

Section 2.Special Meetings of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or by twenty-five percent of the Directors then in office.  The persons calling a special meeting may fix the time and place for the meeting.

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Section 3.Notice of Special Meetings of Directors.

Notice of the time, place and purpose of any special meeting of the Board of Directors shall be given by or at the direction of the Chairman of the Board.

The notice shall be given to each Director, at least five days prior to the meeting, by written notice delivered personally or mailed to each Director at their respective last known addresses. If mailed, such notice shall be deemed delivered when deposited in the United States mail so addressed, with first-class postage thereon prepaid.  Notice of a meeting of the Board of Directors need not be given to any Director who signs a waiver of notice either before or after the meeting.  Attendance of a Director at a meeting shall constitute waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when the Director attends the meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business.

Section 4.Quorum for Meeting of Directors.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  A majority of the Directors present may adjourn the meeting to another time and place without further notice, whether or not a quorum is present.

Section 5.Action of Board of Directors.

(a)The vote of a majority of Directors present and voting at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws.

(b)Notwithstanding the provisions of Subsection (a) of this Section 5, the affirmative vote of two-thirds of the Directors shall be required to (i) modify, amend or rescind any Member Rate Policy then in effect or (ii) revise any rate for electric power and energy furnished under the Wholesale Power Contracts between each Member and the Corporation.  Notwithstanding the provisions of Article XI hereof, the provisions of this Subsection (b) may not be altered, amended or repealed by the Directors except by the affirmative vote of two-thirds of the Directors.

Section 6.Written Consent of Directors.

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the Directors and filed with the minutes of the proceedings of the Board of Directors.

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Article VII

Officers

Section 1.Officers; Qualifications.

The officers of the Corporation shall be a Chairman of the Board, a President, a Secretary, and a Treasurer.  The Chairman of the Board must be a member of the Board of Directors.  The Chairman of the Board must be a Director of one of the Members.  Any two or more offices may be held by the same person, except that one person may not hold both the offices of Chairman of the Board and President and, pursuant to the Georgia Electric Membership Corporation Act, one person may not hold both the offices of President and Secretary.

Section 2.Appointment and Term of Office of Officers.

The Chairman of the Board and any Vice Chairmen of the Board shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the Members or as soon thereafter as practicable.  The Chairman of the Board and any Vice Chairmen of the Board shall hold office as such until the first meeting of the Board of Directors following the next succeeding annual meeting of the Members and until a successor for such office shall have been elected or appointed and shall have qualified, or until such officer’s earlier resignation, removal from office, or death.  Each of the President, Secretary and Treasurer shall be appointed by the Board of Directors and shall hold office until his successor shall have been appointed and shall have qualified, or until his earlier resignation, removal from office, or death.

Section 3.Removal of Officers.

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby.

Section 4.Chairman of the Board.

The Chairman of the Board shall:

(a)preside at meetings of the Board of Directors; and

(b)have such other duties and powers as are incident to his office and such other duties and powers as may be prescribed by the Board of Directors from time to time.

Section 5.Vice Chairman of the Board.

The Vice Chairman of the Board shall:

(a)in the absence of the Chairman of the Board, assume the duties of the Chairman of the Board; and

(b)have such other duties and power as are incident to his office and such other duties and powers as may be prescribed by the Board of Directors from time to time.

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Section 6.President.

The President shall:

(a)manage the day-to-day operations and activities of the Corporation;

(b)have the power to enter into and execute contracts on behalf of the Corporation and to sign certificates, contracts or other instruments on behalf of the Corporation; and

(c)have such other duties and powers as are incident to his office and such other duties and powers as may be prescribed by the Board of Directors from time to time.

At the determination of the Board of Directors, the President may be designated as chief executive officer of the Corporation, in which case such designation may be added to the title of the office of President.

Section 7.Secretary.

The Secretary shall be responsible for seeing that minutes of all meetings of the Members and the Board of Directors are kept and shall have authority to certify as to the corporate books and records, and shall keep a register of the address of each Member and Director.  The Secretary shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

Section 8.Treasurer.

The Treasurer shall oversee the management of the financial affairs of the Corporation by the staff, and shall perform the other duties incident to the office of Treasurer and have such other duties as from time to time may be assigned to him by the President or the Board of Directors.

Section 9.Appointment of Officers and Agents.

The Board of Directors may appoint from time to time one or more Vice Chairmen of the Board, Executive or Senior Vice Presidents, Vice Presidents, other officers, assistant officers and agents as the Board of Directors may determine.  In the event the Board of Directors appoints a Vice Chairman of the Board, such Vice Chairman must be a Director of one of the Members and shall perform those duties set forth in Section 5 of this Article VII.  Each such Executive or Senior Vice President, Vice President, other officer, assistant officer and agent shall perform such duties as the action appointing him provides and, unless the action otherwise provides, shall perform such duties as may from time to time be delegated to him by the President and the duties which are generally performed by the elected officers or assistant officers having the same title.

Section 10.Bonds of Officers.

The Board of Directors shall require all officers and employees of the Corporation to give bond in such sum and with such surety as the Board of Directors shall determine.

Section 11.Compensation of Officers.

The compensation of all officers shall be determined by the Board of Directors, or by a person or persons designated by the Board of Directors.

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Article VIII

Cooperative Operation

Section 1.Interest or Dividends on Capital Prohibited.

The Corporation shall at all times be operated on a cooperative basis for the mutual benefit of its Members.  No interest or dividends shall be paid or payable by the Corporation on any capital furnished by Members.

Section 2.Patronage Capital in Connection with Furnishing Electric Energy.

In the furnishing of electric energy, the Corporation’s operation shall be so conducted that all Members will through their patronage furnish capital for the Corporation.  In order to induce patronage and to assure that the Corporation will operate on a cooperative basis, the Corporation is obligated to assign on a patronage basis to all Members patronage dividends in an aggregate amount equal to the Corporation’s Federal taxable income from business done with or for Members (as computed prior to taking into account any deduction for patronage dividends).  Patronage dividends shall be accounted for, allocated and assigned on a patronage basis in the manner that the Board of Directors determines from time to time, taking into account the manner in which margins are collected under the rate structure then in effect or other appropriate factors.  All such amounts at the moment of receipt by the Corporation are received with the understanding that they are furnished by Members as capital.  The Corporation is obligated to credit to one or more capital accounts for each Member all such patronage dividends.  The books and records of the Corporation shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each Member is clearly reflected and credited in an appropriate record to one or more capital accounts for each Member, and the Corporation shall within a reasonable time after the close of the fiscal year notify each Member of the amount of capital so credited to its account or accounts.  All such amounts credited to a capital account of any Member shall have the same status as though they had been paid to the Member in cash in pursuance of a legal obligation to do so and the Member had then furnished the Corporation corresponding amounts for capital.

All other amounts received by the Corporation from its operations in excess of costs and expenses (as computed for Federal income tax purposes) shall, insofar as permitted by law, be (a) used to offset any losses incurred during the current or any prior fiscal year and (b) to the extent not needed for that purpose, allocated to the Members on a patronage basis, and any amounts so allocated shall be included as a part of the capital credited to an appropriate account for each Member.

In the event of dissolution or liquidation of the Corporation, after all its outstanding indebtedness shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of Members.  If, at any time prior to dissolution or liquidation, the Board of Directors shall determine that the financial condition of the Corporation will not be impaired thereby, the capital then credited to Members’ accounts and the accounts of former Members may be retired in full or

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in part.  Any such retirements of capital from a particular type account shall be made in order of priority according to the year in which the capital was furnished and credited, the capital first received by the Corporation being first retired.

Capital credited to the accounts of Members shall be assignable only on the books of the Corporation to a transferee of a Member’s membership, pursuant to written instruction from the Member and then only upon satisfaction of all requirements for a transfer of membership established by or pursuant to these Bylaws.

Section 3.Accounting System and Reports.

The Board of Directors shall cause to be established and maintained a complete accounting system, which shall conform to applicable law and to the requirements of the Corporation’s lenders.  After the close of each fiscal year, the Board of Directors shall also cause to be made a full and complete audit of the accounts, books and financial condition of the Corporation as of the end of such fiscal year.  A report on the audit for the fiscal year immediately preceding each annual meeting of Members shall be submitted to the Members at such annual meeting.

Article IX

Indemnification and Insurance

Section 1.Indemnification.

The Corporation shall indemnify each person who is or was a Director, officer, employee or agent of the Corporation (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted under Sections 46-3-306(b), (c) and (d) of the Georgia Electric Membership Corporation Act or any successor provisions of the laws of the State of Georgia.  If any such indemnification is requested pursuant to Sections 46-3-306(b) or (c) of said Act or laws, the Board of Directors shall cause a determination to be made (unless a court has ordered the indemnification) in one of the manners prescribed in Section 46-3-306(e) of said Act or laws as to whether indemnification of the party requesting indemnification is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 46-3-306(b) or (c) of said Act or laws.  Upon any such determination that such indemnification is proper, the Corporation shall make indemnification payments of liability, cost, payment or expense asserted against or paid or incurred by him in his capacity as such a director, officer, employee or agent to the maximum extent permitted by said Sections of said Act or laws.  The indemnification obligation of the Corporation set forth herein shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which any party may be entitled under any other bylaw provision or resolution approved by the Members pursuant to Section 46-3-306(g) of said Act or laws.

Section 2.Insurance.

The Corporation may purchase and maintain insurance at its expense, to protect itself and any Director, officer, employee or agent of the Corporation (including the heirs, executors, administrators or estate of any such person) against any liability, cost, payment or expense

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described in Section 1 of this Article IX, whether or not the Corporation would have the power to indemnify such person against such liability.

Article X

Seal

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine.  In the event it is inconvenient to use such a seal at any time, the words “Corporate Seal” or the word “Seal” accompanying the signature of an officer signing for and on behalf of the Corporation shall be the seal of the Corporation.

Article XI

Amendment

Section 1.  Amendment by the Board of Directors.

Except as provided in Section 2 of this Article XI, these Bylaws may be amended at any meeting of the Board of Directors by the affirmative vote of not less than a majority of the Directors present at a meeting at which a quorum is present, provided notice of such meeting containing a copy of the proposed amendment must be given not less than five nor more than ninety days prior thereto.

Section 2.  Amendment by the Members.

The provisions of Section 6 of Article II, Article IV, Sections 1 through 6 of Article V and Article XI of these Bylaws may not be altered, amended or repealed except by the affirmative vote of three-fourths of the Members, provided notice of such meeting containing a copy of the proposed amendment must be given not less than five nor more than ninety days prior thereto.

Any bylaw provision adopted by the Board of Directors may be altered, amended or repealed and new provisions adopted by the Members by the affirmative vote of not less than a majority of the Members present at a meeting at which a quorum is present, provided notice of such meeting containing a copy of the proposed amendment must be given not less than five nor more than ninety days prior thereto.  The Members may prescribe that any bylaw provisions adopted by them shall not be altered, amended or repealed by the Board of Directors.

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EX-4.1

EXHIBIT 4.1

Upon recording, return to:

Ms. Shawne M. Keenan

Sutherland Asbill & Brennan LLP

999 Peachtree Street, N.E.

Atlanta, Georgia 30309-3996

PURSUANT TO §44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT EMBRACES,

COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED PROPERTY OF THE GRANTOR

OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION),

GRANTOR,

to

U.S. BANK NATIONAL ASSOCIATION,

TRUSTEE

FIFTY-THIRD SUPPLEMENTAL

INDENTURE

Relating to the

Series 2010A (Burke) Note, Series 2010B (Burke) Note, Series 2010A (Monroe) Note,

Series 2010A (Burke) Reimbursement Obligation, Series 2010B (Burke) Reimbursement

Obligation and Series 2010A (Monroe) Reimbursement Obligation

Dated as of March 1, 2010

FIRST MORTGAGE OBLIGATIONS

NOTE TO CLERK OF THE GEORGIA SUPERIOR COURT AND GEORGIA TAX COMMISSIONER: THIS INSTRUMENT IS EXEMPT FROM THE INTANGIBLES RECORDING TAX PURSUANT TO THE RULES AND REGULATIONS OF THE STATE OF GEORGIA §§ 560-11-8-.02, 560-11-8-.14(A) AND 560-11-8-.14(D) BECAUSE (A) THIS INSTRUMENT SUPPLEMENTS AND MODIFIES AN EXISTING SECURITY INSTRUMENTAS TO WHICH THE MAXIMUM INTANGIBLES TAX DUE HAS BEEN PREVIOUSLY PAID, AND (B) THIS INSTRUMENT SECURES NOTES, THE BENEFICIAL OWNERS OF WHICH ARE THE DEVELOPMENT AUTHORITIES OF BURKE AND MONROE COUNTIES, GEORGIA, AND REIMBURSEMENT OBLIGATIONS SUPPORTING LETTERS OF CREDIT.

THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE, dated as of March 1, 2010, is between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an electric membership corporation organized and existing under the laws of the State of Georgia, as Grantor (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as Trustee (in such capacity, the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (the “Original Indenture”), for the purpose of securing its Existing Obligations and providing for the authentication and delivery of Additional Obligations by the Trustee from time to time under the Original Indenture (capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Original Indenture, as provided in Section 3.1 hereof);

WHEREAS, the Company has heretofore executed and delivered to the Trustee fifty-two Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, the “Indenture”), and the Original Indenture and the fifty-two Supplemental Indentures have been recorded as set forth on Schedule 1;

WHEREAS, the Development Authority of Burke County (the “Burke Authority”) has agreed to issue $50,000,000 in aggregate principal amount of Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2010A (the “Series 2010A Burke Bonds”), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of March 1, 2010, relating thereto (the “Series 2010A Burke Loan Agreement”);

WHEREAS, the Company’s obligation to repay the loan of the proceeds of the Series 2010A Burke Bonds is evidenced by that certain Series 2010A (Burke) Note, dated the date of its authentication (the “Series 2010A (Burke) Note”), from the Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2010A Burke Trustee”), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of March 1, 2010 (the “Series 2010A Burke Indenture”), between the Burke Authority and the Series 2010A Burke Trustee;

WHEREAS, the Burke Authority has also agreed to issue $40,105,000 in aggregate principal amount of Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2010B (the “Series 2010B Burke Bonds”), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of March 1, 2010, relating thereto (the “Series 2010B Burke Loan Agreement”);

WHEREAS, the Company’s obligation to repay the loan of the proceeds of the Series 2010B Burke Bonds is evidenced by that certain Series 2010B (Burke) Note, dated the date of its authentication (the “Series 2010B (Burke) Note”), from the Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2010B Burke Trustee”), as assignee and

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pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of March 1, 2010 (the “Series 2010B Burke Indenture”), between the Burke Authority and the Series 2010B Burke Trustee;

WHEREAS, the Development Authority of Monroe County (the “Monroe Authority”) has agreed to issue $43,445,000 in aggregate principal amount of Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 2010A (the “Series 2010A Monroe Bonds” and, together with the Series 2010A Burke Bonds and the Series 2010B Burke Bonds, the “Bonds”), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of March 1, 2010, relating thereto (the “Series 2010A Monroe Loan Agreement”);

WHEREAS, the Company’s obligation to repay the loan of the proceeds of the Series 2010A Monroe Bonds is evidenced by that certain Series 2010A (Monroe) Note, dated the date of its authentication (the “Series 2010A (Monroe) Note” and, together with the Series 2010A (Burke) Note and the Series 2010B (Burke) Note, collectively, the “Notes”), from the Company to U.S. Bank National Association, as trustee (in such capacity, the “Series 2010A Monroe Trustee”), as assignee and pledgee of the Monroe Authority pursuant to the Trust Indenture, dated as of March 1, 2010 (the “Series 2010A Monroe Indenture”), between the Monroe Authority and the Series 2010A Monroe Trustee;

WHEREAS, the proceeds of the Bonds will be used to refund certain outstanding pollution control revenue bonds previously issued by the Burke Authority and the Monroe Authority on behalf of the Company;

WHEREAS, in connection with the issuance of the Bonds, the Company will also enter into Letter of Credit and Reimbursement Agreements relating to each series of Bonds, each dated as of March 30, 2010 (as amended, restated, modified or supplemented from time to time, the “Reimbursement Agreements”), between the Company and Bank of America, N.A. (the “Bank”), pursuant to which the Bank has agreed to issue irrevocable direct-pay letters of credit for each series of Bonds (each, a “Letter of Credit” and, collectively, the “Letters of Credit”), each of which will constitute Credit Enhancement under the Indenture for the related Note;

WHEREAS, the Company will be obligated to reimburse the Bank for any payments made by the Bank pursuant to the Letters of Credit, and the Company’s obligations to reimburse the Bank will be evidenced by that certain Series 2010A (Burke) Reimbursement Obligation, that certain Series 2010B (Burke) Reimbursement Obligation and that certain Series 2010A (Monroe) Reimbursement Obligation, each dated the date of its authentication (each, a “Reimbursement Obligation” and, collectively, the “Reimbursement Obligations”), made by the Company in favor of the Bank;

WHEREAS, the Company desires to execute and deliver this Fifty-Third Supplemental Indenture, in accordance with the provisions of the Indenture, for the purpose of providing for the creation and designation of the Notes and the Reimbursement Obligations as Additional Obligations and specifying the form and provisions thereof;

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WHEREAS, Section 12.1 of the Original Indenture provides that, without the consent of the Holders of any of the Obligations, the Company, when authorized by a Board Resolution, and the Trustee may enter into Supplemental Indentures for the purposes and subject to the conditions set forth in said Section 12.1, including to create a series of Additional Obligations under the Indenture and to make provisions for such series of Additional Obligations; and

WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation and Bylaws of the Company necessary to secure under the Indenture the payment of the principal of, interest, and premium, if any, on the Notes and the Reimbursement Obligations, to make the Notes and the Reimbursement Obligations to be issued hereunder, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligation of the Company, and to constitute the Indenture a valid and binding lien for the security of the Notes and the Reimbursement Obligations, in accordance with its terms, have been done and taken, and the execution and delivery of this Fifty-Third Supplemental Indenture has been in all respects duly authorized by the Company.

NOW, THEREFORE, THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE WITNESSES, that, to secure the payment of the principal of and interest and premium, if any, on the Outstanding Secured Obligations, including, when authenticated and delivered, the Notes and the Reimbursement Obligations, to confirm the lien of the Indenture upon the Trust Estate, including property purchased, constructed or otherwise acquired by the Company since the date of execution of the Original Indenture, to secure performance of the covenants therein and herein contained, to declare the terms and conditions on which the Notes and the Reimbursement Obligations are secured, and in consideration of the premises thereof and hereof, the Company by these presents does grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Trustee, and its successors and assigns in the trust created thereby and hereby, in trust, all property, rights, privileges and franchises (other than Excepted Property or Excludable Property) of the Company, whether now owned or hereafter acquired, of the character described in the Granting Clauses of the Original Indenture, wherever located, including all such property, rights, privileges and franchises acquired since the date of execution of the Original Indenture, including, without limitation, all property described on Exhibit A attached hereto, subject to all exceptions, reservations and matters of the character referred to in the Indenture, and does grant a security interest therein for the purposes expressed herein and in the Original Indenture subject in all cases to Sections 5.2 and 11.2 B of the Original Indenture and to the rights of the Company under the Original Indenture, including the rights set forth in Article V thereof; but expressly excepting and excluding from the lien and operation of the Indenture all properties of the character specifically excepted as “Excepted Property” or “Excludable Property” in the Original Indenture to the extent contemplated thereby.

PROVIDED, HOWEVER, that if, upon the occurrence of an Event of Default, the Trustee, or any separate trustee or co-trustee appointed under Section 9.14 of the Original Indenture or any receiver appointed pursuant to statutory provision or order of court, shall have entered into possession of all or substantially all of the Trust Estate, all the Excepted Property described or referred to in Paragraphs A through H, inclusive, of “Excepted Property” in the Original Indenture then owned or thereafter acquired by the Company, shall immediately, and, in the case of any Excepted Property described or referred to in Paragraphs I, J, L, N and P of

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“Excepted Property” in the Original Indenture (excluding the property described in Section 2 of Exhibit B in the Original Indenture), upon demand of the Trustee or such other trustee or receiver, become subject to the lien of the Indenture to the extent permitted by law, and the Trustee or such other trustee or receiver may, to the extent permitted by law, at the same time likewise take possession thereof, and whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate shall have been restored to the Company, such Excepted Property shall again be excepted and excluded from the lien of the Indenture to the extent and otherwise as hereinabove set forth and as set forth in the Indenture.

The Company may, however, pursuant to the Granting Clause Third of the Original Indenture, subject to the lien of the Indenture any Excepted Property or Excludable Property, whereupon the same shall cease to be Excepted Property or Excludable Property.

TO HAVE AND TO HOLD all such property, rights, privileges and franchises hereby and hereafter (by a Supplemental Indenture or otherwise) granted, bargained, sold, alienated, remised, released, conveyed, assigned, transferred, mortgaged, hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed or covenanted so to be, together with all the tenements, hereditaments and appurtenances thereto appertaining (said properties, rights, privileges and franchises, including any cash and securities hereafter deposited or required to be deposited with the Trustee (other than any such cash which is specifically stated in the Indenture not to be deemed part of the Trust Estate) being part of the Trust Estate), unto the Trustee, and its successors and assigns in the trust herein created by the Indenture, forever.

SUBJECT, HOWEVER, to (i) Permitted Exceptions and (ii) to the extent permitted by Section 13.6 of the Original Indenture as to property hereafter acquired (a) any duly recorded or perfected prior mortgage or other lien that may exist thereon at the date of the acquisition thereof by the Company and (b) purchase money mortgages, other purchase money liens, chattel mortgages, conditional sales agreements or other title retention agreements created by the Company at the time of acquisition thereof.

BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and proportionate benefit and security of the Holders from time to time of all the Outstanding Secured Obligations without any priority of any such Obligation over any other such Obligation and for the enforcement of the payment of such Obligations in accordance with their terms.

UPON CONDITION that, until the happening of an Event of  Default and subject to the provisions of Article V of the Original Indenture, and not in limitation of the rights elsewhere provided in the Original Indenture, including the rights set forth in Article V of the Original Indenture, the Company shall be permitted to (i) possess and use the Trust Estate, except cash, securities, Designated Qualifying Securities and other personal property deposited, or required to be deposited, with the Trustee, (ii) explore for, mine, extract, separate and dispose of coal, ore, gas, oil and other minerals, and harvest standing timber, and (iii) receive and use the rents, issues, profits, revenues and other income, products and proceeds of the Trust Estate.

THE INDENTURE, INCLUDING THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE, is intended to operate and is to be construed as a deed passing title to the Trust Estate and is made under the provisions of the laws of the State of Georgia relating to deeds to

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secure debt, and not as a mortgage or deed of trust, and is given to secure the Outstanding Secured Obligations.  Should the indebtedness secured by the Indenture be paid according to the tenor and effect thereof when the same shall become due and payable and should the Company perform all covenants contained in the Indenture in a timely manner, then the Indenture shall be canceled and surrendered.

AND IT IS HEREBY COVENANTED AND DECLARED that the Notes and the Reimbursement Obligations are to be authenticated and delivered and the Trust Estate is to be held and applied by the Trustee, subject to the covenants, conditions and trusts set forth herein and in the Indenture, and the Company does hereby covenant and agree to and with the Trustee, for the equal and proportionate benefit of all Holders of the Outstanding Secured Obligations, as follows:

ARTICLE I

THE NOTES AND CERTAIN PROVISIONS RELATING THERETO

Section 1.1Authorization and Terms of the Notes

A.The Series 2010A (Burke) Note

There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the “Series 2010A (Burke) Note,” the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and Section 1.2 A hereof.  The aggregate principal amount of the Series 2010A (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $50,000,000.

The Series 2010A (Burke) Note shall be dated the date of its authentication.  The Series 2010A (Burke) Note shall mature on January 1, 2037 and shall bear interest from the date of its authentication to the date of its maturity at rates calculated as provided for in the form of note prescribed pursuant to Section 1.2 A hereof.  The Series 2010A (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as the Series 2010A Burke Trustee.

All payments, including prepayments, made on Series 2010A (Burke) Note shall be made as provided in the Series 2010A (Burke) Note and the Series 2010A Burke Loan Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Series 2010A Burke Trustee, and shall be made in lawful money of the United States of America which will be immediately available on the date payment is due.

B.The Series 2010B (Burke) Note

There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the “Series 2010B (Burke) Note,” the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and Section 1.2 B hereof.  The aggregate principal amount of the Series 2010B (Burke) Note

5

which shall be authenticated and delivered and Outstanding at any one time is limited to $40,105,000.

The Series 2010B (Burke) Note shall be dated the date of its authentication.  The Series 2010B (Burke) Note shall mature on January 1, 2037 and shall bear interest from the date of its authentication to the date of its maturity at rates calculated as provided for in the form of note prescribed pursuant to Section 1.2 B hereof.  The Series 2010B (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as the Series 2010B Burke Trustee.

All payments, including prepayments, made on Series 2010B (Burke) Note shall be made as provided in the Series 2010B (Burke) Note and the Series 2010B Burke Loan Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Series 2010B Burke Trustee, and shall be made in lawful money of the United States of America which will be immediately available on the date payment is due.

C.The Series 2010A (Monroe) Note

There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the “Series 2010A (Monroe) Note,” the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and Section 1.2 C hereof.  The aggregate principal amount of the Series 2010A (Monroe) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $43,445,000.

The Series 2010A (Monroe) Note shall be dated the date of its authentication.  The Series 2010A (Monroe) Note shall mature on January 1, 2036 and shall bear interest from the date of its authentication to the date of its maturity at rates calculated as provided for in the form of note prescribed pursuant to Section 1.2 C hereof.  The Series 2010A (Monroe) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as the Series 2010A Monroe Trustee.

All payments, including prepayments, made on Series 2010A (Monroe) Note shall be made as provided in the Series 2010A (Monroe) Note and the Series 2010A Monroe Loan Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Series 2010A Monroe Trustee, and shall be made in lawful money of the United States of America which will be immediately available on the date payment is due.

Section 1.2Form of the Notes

A.The Series 2010A (Burke) Note

The Series 2010A (Burke) Note and the Trustee’s certificate of authentication for the Series 2010A (Burke) Note shall be substantially in the form set forth in an Officer’s Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2010A (Burke) Note pursuant to Section 2.1 of the Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

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B.The Series 2010B (Burke) Note

The Series 2010B (Burke) Note and the Trustee’s certificate of authentication for the Series 2010B (Burke) Note shall be substantially in the form set forth in an Officer’s Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2010B (Burke) Note pursuant to Section 2.1 of the Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

C.The Series 2010A (Monroe) Note

The Series 2010A (Monroe) Note and the Trustee’s certificate of authentication for the Series 2010A (Monroe) Note shall be substantially in the form set forth in an Officer’s Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2010A (Monroe) Note pursuant to Section 2.1 of the Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

ARTICLE II

THE REIMBURSEMENT OBLIGATIONS AND CERTAIN PROVISIONS

RELATING THERETO

Section 2.1Authorization and Terms of the Reimbursement Obligations

A.The Series 2010A (Burke) Reimbursement Obligation

There shall be created and established an Additional Obligation in the form of a reimbursement obligation known as and entitled the “Series 2010A (Burke) Reimbursement Obligation,” the form, terms and conditions of which shall be substantially as set forth in or determined by the method prescribed pursuant to this Section and Section 2.2 A hereof.

The Series 2010A (Burke) Reimbursement Obligation shall be dated the date of its authentication.  The Series 2010A (Burke) Reimbursement Obligation shall mature and shall bear interest for the periods and at the rates calculated as provided for in the form of reimbursement obligation prescribed pursuant to Section 2.2 A hereof.  The Series 2010A (Burke) Reimbursement Obligation shall be authenticated and delivered to, and made payable to, the Bank.

All payments, including prepayments, made on the Series 2010A (Burke) Reimbursement Obligation shall be made as provided in the Series 2010A (Burke) Reimbursement Obligation and the related Reimbursement Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Bank, and shall be made in lawful money of the United States of America which will be immediately available on the date payment is due.

7

The Series 2010A (Burke) Reimbursement Obligation is an Additional Obligation being authenticated and delivered concurrently with the authentication and delivery of the Series 2010A (Burke) Note for the purpose of evidencing the Company’s obligation to repay advances or loans made to, or on behalf of, the Company (and related interest, fees, charges and other amounts) in connection with Credit Enhancement or liquidity support of the Series 2010A (Burke) Note and constitutes a “Credit Obligation” as described in Section 4.7 of the Original Indenture.

B.The Series 2010B (Burke) Reimbursement Obligation

There shall be created and established an Additional Obligation in the form of a reimbursement obligation known as and entitled the “Series 2010B (Burke) Reimbursement Obligation,” the form, terms and conditions of which shall be substantially as set forth in or determined by the method prescribed pursuant to this Section and Section 2.2 B hereof.

The Series 2010B (Burke) Reimbursement Obligation shall be dated the date of its authentication.  The Series 2010B (Burke) Reimbursement Obligation shall mature and shall bear interest for the periods and at the rates calculated as provided for in the form of reimbursement obligation prescribed pursuant to Section 2.2 B hereof.  The Series 2010B (Burke) Reimbursement Obligation shall be authenticated and delivered to, and made payable to, the Bank.

All payments, including prepayments, made on the Series 2010B (Burke) Reimbursement Obligation shall be made as provided in the Series 2010B (Burke) Reimbursement Obligation and the related Reimbursement Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Bank, and shall be made in lawful money of the United States of America which will be immediately available on the date payment is due.

The Series 2010B (Burke) Reimbursement Obligation is an Additional Obligation being authenticated and delivered concurrently with the authentication and delivery of the Series 2010B (Burke) Note for the purpose of evidencing the Company’s obligation to repay advances or loans made to, or on behalf of, the Company (and related interest, fees, charges and other amounts) in connection with Credit Enhancement or liquidity support of the Series 2010B (Burke) Note and constitutes a “Credit Obligation” as described in Section 4.7 of the Original Indenture.

C.The Series 2010A (Monroe) Reimbursement Obligation

There shall be created and established an Additional Obligation in the form of a reimbursement obligation known as and entitled the “Series 2010A (Monroe) Reimbursement Obligation,” the form, terms and conditions of which shall be substantially as set forth in or determined by the method prescribed pursuant to this Section and Section 2.2 C hereof.

The Series 2010A (Monroe) Reimbursement Obligation shall be dated the date of its authentication.  The Series 2010A (Monroe) Reimbursement Obligation shall mature and shall bear interest for the periods and at the rates calculated as provided for in the form of reimbursement obligation prescribed pursuant to Section 2.2 C hereof.  The Series 2010A

8

(Monroe) Reimbursement Obligation shall be authenticated and delivered to, and made payable to, the Bank.

All payments, including prepayments, made on the Series 2010A (Monroe) Reimbursement Obligation shall be made as provided in the Series 2010A (Monroe) Reimbursement Obligation and the related Reimbursement Agreement (and shall not be governed by the provisions of Section 1.14 or Article XIV of the Original Indenture) to the Bank, and shall be made in lawful money of the United States of America which will be immediately available on the date payment is due.

The Series 2010A (Monroe) Reimbursement Obligation is an Additional Obligation being authenticated and delivered concurrently with the authentication and delivery of the Series 2010A (Monroe) Note for the purpose of evidencing the Company’s obligation to repay advances or loans made to, or on behalf of, the Company (and related interest, fees, charges and other amounts) in connection with Credit Enhancement or liquidity support of the Series 2010A (Monroe) Note and constitutes a “Credit Obligation” as described in Section 4.7 of the Original Indenture.

Section 2.2Form of the Reimbursement Obligations

A.The Series 2010A (Burke) Reimbursement Obligation

The Series 2010A (Burke) Reimbursement Obligation and the Trustee’s certificate of authentication for the Series 2010A (Burke) Reimbursement Obligation shall be substantially in the form set forth in an Officer’s Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2010A (Burke) Reimbursement Obligation pursuant to Section 2.1 of the Original Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

B.The Series 2010B (Burke) Reimbursement Obligation

The Series 2010A (Burke) Reimbursement Obligation and the Trustee’s certificate of authentication for the Series 2010B (Burke) Reimbursement Obligation shall be substantially in the form set forth in an Officer’s Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2010B (Burke) Reimbursement Obligation pursuant to Section 2.1 of the Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

C.The Series 2010A (Monroe) Reimbursement Obligation

The Series 2010A (Monroe) Reimbursement Obligation and the Trustee’s certificate of authentication for the Series 2010A (Monroe) Reimbursement Obligation shall be substantially in the form set forth in an Officer’s Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2010A (Monroe) Reimbursement Obligation pursuant to Section 2.1 of the Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

9

Section 2.3Bank of America, N.A. Designated Credit Enhancer

The Bank, or any successor thereto or assignee thereof, is hereby designated the Credit Enhancer with respect to each of the Notes and shall have all rights granted under the Indenture pursuant to such designation.

ARTICLE III

MISCELLANEOUS

Section 3.1This Fifty-Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof, and the Original Indenture, as heretofore supplemented and as hereby supplemented and modified, is hereby confirmed.  Except to the extent inconsistent with the express terms hereof, all of the provisions, terms, covenants and conditions of the Indenture shall be applicable to the Notes and the Reimbursement Obligations to the same extent as if specifically set forth herein.  All references herein to Sections, definitions or other provisions of the Original Indenture shall be to such Sections, definitions and other provisions as they may be amended or modified from time to time pursuant to the Indenture.  All capitalized terms used in this Fifty-Third Supplemental Indenture shall have the same meanings assigned to them in the Original Indenture, except in cases where the context clearly indicates otherwise.

Section 3.2All recitals in this Fifty-Third Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Original Indenture, in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.

Section 3.3Whenever in this Fifty-Third Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles IX and XI of the Original Indenture, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Fifty-Third Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.

Section 3.4Nothing in this Fifty-Third Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the Holders of the Outstanding Secured Obligations, any right, remedy or claim under or by reason of this Fifty-Third Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty-Third Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the Holders of Outstanding Secured Obligations.

Section 3.5This Fifty-Third Supplemental Indenture may be executed in several counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such

10

counterparts, or as many of them as the Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

Section 3.6To the extent permitted by applicable law, this Fifty-Third Supplemental Indenture shall be deemed to be a Security Agreement and Financing Statement whereby the Company grants to the Trustee a security interest in all of the Trust Estate that is personal property or fixtures under the Uniform Commercial Code, as adopted or hereafter adopted in one or more of the states in which any part of the properties of the Company are situated.  The mailing address of the Company, as debtor is:

2100 East Exchange Place

Tucker, Georgia 30084-5336,

and the mailing address of the Trustee, as secured party, is:

U.S. Bank National Association

Attention: Corporate Trust Services

1349 West Peachtree Street, NW

Suite 1050, Two Midtown Plaza

Atlanta, Georgia 30309

[Signatures on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Fifty-Third Supplemental Indenture to be duly executed under seal as of the day and year first written above.

Company:		OGLETHORPE POWER
		CORPORATION (AN ELECTRIC
		MEMBERSHIP CORPORATION), an electric
		membership corporation organized under the laws
		of the State of Georgia
		By:	/s/ Elizabeth B. Higgins
			Elizabeth B. Higgins
			Executive Vice President and
			Chief Financial Officer
Signed, sealed and delivered		Attest:	/s/ Patricia N. Nash
by the Company in the presence of:			Patricia N. Nash
			Secretary
/s/ Joe Rick			[CORPORATE SEAL]
Witness
/s/ Sharon H. Wright
Notary Public
(Notarial Seal)
My commission expires:	October 14, 2011

[Signatures Continued on Next Page]

[Signatures Continued from Previous Page]

Trustee:		U.S. BANK NATIONAL ASSOCIATION,
		a national banking association
		By:	/s/ Jack Ellerin
Signed and delivered			Authorized Agent
by the Trustee in the
Presence of:
/s/ Muriel Shaw
Witness
/s/ Marcia Williams
Notary Public
(Notarial Seal)
My commission expires:	May 7, 2012

Exhibit A

All property of the Company in the Counties in Appling, Burke, Carroll, DeKalb, Floyd, Hart, Heard, Monroe, Talbot, Toombs, Warren and Washington, State of Georgia and including, without limitation, the following described property, to-wit:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 149, 150, 171, 172 and 173, G.M.D. 466, 5th Land District, Monroe County, Georgia, being more particularly described as follows:

BEGINNING at the point formed by the intersection of the southwesterly right of way line of Georgia Highway No. 87 (a 200 foot right of way) with the northwesterly right of way line of Holly Grove Road (a 100 foot right of way), said point having Georgia State Plane Coordinates [West Zone] of X = 617,170.54 feet and Y = 1,119,211.36 feet; thence running the following courses and distances along the northwesterly and westerly right of way line of Holly Grove Road:  south 63 degrees 24 minutes west, 524.11 feet; south 60 degrees 39 minutes west, 66.70 feet; south 51 degrees 56 minutes 30 seconds west, 108.57 feet; south 46 degrees 54 minutes 30 seconds west, 28.90 feet; south 41 degrees 34 minutes 30 seconds west, 28.90 feet; south 36 degrees 31 minutes 30 seconds west, 108.91 feet; south 26 degrees 04 minutes west, 61.60 feet; south 22 degrees 58 minutes 30 seconds west, 2,661.20 feet; south 26 degrees 34 minutes west, 98.08 feet; south 39 degrees 35 minutes 30 seconds west, 89.74 feet; south 50 degrees 12 minutes west, 89.28 feet; and south 52 degrees 32 minutes west, 335.79 feet to an iron pin set; thence leaving said right of way line and running north 65 degrees 03 minutes west a distance of 1,543.10 feet to an iron pin set; thence running north 28 degrees 08 minutes 30 seconds east a distance of 956.09 feet to an iron pin set; thence running north 69 degrees 15 minutes west a distance of 346.64 feet to an iron pin set (“Point A”); thence running north 69 degrees 15 minutes west a distance of 20 feet, more or less, to the centerline of Berry Creek; thence running generally northerly and following said centerline to the point formed by the intersection of said centerline with the southwesterly right of way line of Georgia Highway No. 87; thence running south 44 degrees 46 minutes 30 seconds east along said southwesterly right of way line a distance of 16 feet, more or less, to an iron pin set, said iron pin set having Georgia State Plane Coordinates [West Zone] of X = 615,648.47 feet and Y = 1,121,930.40 feet and said iron pin set being located the following courses and distances from Point A:  north 27 degrees 54 minutes east, 210.72 feet; north 87 degrees 46 minutes 30 seconds east, 217.50 feet; north 43 degrees 56 minutes east, 620.60 feet; north 28 degrees 09 minutes east, 476.64 feet; north 14 degrees 09 minutes east, 245.39 feet; north 21 degrees 59 minutes east, 207.43 feet; north 4 degrees 00 minutes 30 seconds east, 342.76 feet; north 86 degrees 35 minutes 30 seconds east, 136.32 feet; north 27 degrees 23 minutes east, 475.03 feet; north 29 degrees 42 minutes 30 seconds east, 361.79 feet; north 33 degrees 35 minutes east, 372.77 feet; north 43 degrees 46 minutes east, 140.23 feet; north 11 degrees 05 minutes west, 152.27 feet; and north 33 degrees 23 minutes 30 seconds west, 220.46 feet to an iron pin set on the northwesterly right of way line of Georgia Highway No. 87 and the end of said

A-1

traverse line; thence running the following courses and distances along said northwesterly right of way line:  south 44 degrees 46 minutes 30 seconds east, 151.68 feet; south 32 degrees 59 minutes east, 360.37 feet; south 33 degrees 19 minutes east, 296.67 feet; south 30 degrees 18 minutes 30 seconds east, 168.81 feet; south 28 degrees 22 minutes east, 300.02 feet; south 27 degrees 02 minutes east, 299.11 feet; south 26 degrees 34 minutes 30 seconds east, 1,011.79 feet; south 26 degrees 22 minutes east, 204.18 feet; south 26 degrees 38 minutes east, 332.49 feet to the point of beginning; said tract containing 210.70 acres, more or less, all as shown on Survey entitled Plant Scherer Skills Development Center Tract, Drawing Number N-85-30, dated October 25,1979, prepared by Kendrick - Mercer Assoc., Inc, and certified by Hugh W. Mercer, Jr., Georgia Registered Land Surveyor No. 1890.

TOGETHER WITH:

All easements benefitting the foregoing property, including without limitation the easements contained in Limited Warranty Deed and Bill of Sale from City of Dalton, Georgia, to Georgia Power Company recorded at Deed Book 127, page 618, Monroe County, Georgia records, and the easements contained in Limited Warranty Deed and Bill of Sale from Municipal Electric Authority of Georgia to Georgia Power Company recorded at Deed Book 127, page 1, Monroe County, Georgia records.

A-2

Schedule 1

RECORDING INFORMATION

FOR

                    COUNTY, GEORGIA

DOCUMENT	RECORDING INFORMATION	DATE OF RECORDING
Original Indenture
First Supplemental Indenture
Second Supplemental Indenture
Third Supplemental Indenture
Fourth Supplemental Indenture
Fifth Supplemental Indenture
Sixth Supplemental Indenture
Seventh Supplemental Indenture
Eighth Supplemental Indenture
Ninth Supplemental Indenture
Tenth Supplemental Indenture
Eleventh Supplemental Indenture
Twelfth Supplemental Indenture
Thirteenth Supplemental Indenture
Fourteenth Supplemental Indenture
Fifteenth Supplemental Indenture
Sixteenth Supplemental Indenture
Seventeenth Supplemental Indenture
Eighteenth Supplemental Indenture
Nineteenth Supplemental Indenture
Twentieth Supplemental Indenture
Twenty-First Supplemental Indenture
Twenty-Second Supplemental Indenture
Twenty-Third Supplemental Indenture
Twenty-Fourth Supplemental Indenture

DOCUMENT	RECORDING INFORMATION	DATE OF RECORDING
Twenty-Fifth Supplemental Indenture
Twenty-Sixth Supplemental Indenture
Twenty-Seventh Supplemental Indenture
Twenty-Eighth Supplemental Indenture
Twenty-Ninth Supplemental Indenture
Thirtieth Supplemental Indenture
Thirty-First Supplemental Indenture
Thirty-Second Supplemental Indenture
Thirty-Third Supplemental Indenture
Thirty-Fourth Supplemental Indenture
Thirty-Fifth Supplemental Indenture
Thirty-Sixth Supplemental Indenture
Thirty-Seventh Supplemental Indenture
Thirty-Eighth Supplemental Indenture
Thirty-Ninth Supplemental Indenture
Fortieth Supplemental Indenture
Forty-First Supplemental Indenture
Forty-Second Supplemental Indenture
Forty-Third Supplemental Indenture
Forty-Fourth Supplemental Indenture
Forty-Fifth Supplemental Indenture
Forty-Sixth Supplemental Indenture
Forty-Seventh Supplemental Indenture
Forty-Eighth Supplemental Indenture
Forty-Ninth Supplemental Indenture
Fiftieth Supplemental Indenture
Fifty-First Supplemental Indenture
Fifty-Second Supplemental Indenture

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification, by Thomas A. Smith

(Principal Executive Officer)

I, Thomas A. Smith, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Oglethorpe Power Corporation (An Electric Membership Corporation);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 17, 2010

/s/ Thomas A. Smith

Thomas A. Smith

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins

(Principal Financial Officer)

I, Elizabeth B. Higgins, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Oglethorpe Power Corporation (An Electric Membership Corporation);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 17, 2010

/s/  Elizabeth B. Higgins

Elizabeth B. Higgins

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2010 (the “Report”) of Oglethorpe Power Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Thomas A. Smith, the President and Chief Executive Officer of the Registrant certify, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Thomas A. Smith

Thomas A. Smith

President and Chief Executive Officer

May 17, 2010

Date

EX-32.2

EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2010 (the “Report”) of Oglethorpe Power Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Elizabeth B. Higgins, the Executive Vice President and Chief Financial Officer of the Registrant certify, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Elizabeth B. Higgins

Elizabeth B. Higgins 

Executive Vice President and

Chief Financial Officer

May 17, 2010

Date

EX-99.1

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EXHIBIT 99.1

FINANCIAL AND STATISTICAL INFORMATION FOR THE
39 MEMBERS OF OGLETHORPE POWER CORPORATION

        Our 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 our members. Refunds of accumulated patronage capital to the individual consumers may be made from time to time subject to limitations contained in mortgages between our members and the Rural Utilities Service or loan documents with other lenders. The Rural Utilities Service mortgage generally prohibits such distributions unless, after any such distribution, the member's total equity will equal at least 30% 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 provided that equity is at least 20%.

        We are a membership corporation, and our members are not our subsidiaries. Except with respect to the obligations of our members under each member's wholesale power contract with us and our rights under such contracts to receive payment for power and energy supplied, we have no legal interest in, or obligations in respect of, any of the assets, liabilities, equity, revenues or margins of our members.

        The following selected information on the individual members is intended to show, in the aggregate, the assets, liabilities, equity, revenues and margins of our members. Member assets, liabilities, equity, revenues and margins should not, however, be attributed to us. In addition, the revenues of our members are not pledged to us, but such revenues are received by the respective members and are the source from which moneys are derived by our members to pay for power and energy received from us. Revenues of our members are, however, pledged under their respective Rural Utilities Service mortgages or loan documents with other lenders.

        The information contained in these tables was taken from Rural Utilities Service Financial and Statistical Reports (RUS Form 7) or similar reports prepared for other lenders or provided directly by a member. This information has not been independently verified by the Rural Utilities Service, any lender or us. The "Total" columns were not supplied or compiled by the Rural Utilities Service, any lender or our members. The "Total" column in each table is for informational purposes only, inasmuch as each member operates independently and is not responsible for the obligations of other members, except as provided in the wholesale power contracts (see "BUSINESS—OGLETHORPE POWER CORPORATION—Wholesale Power Contracts" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009). In addition, the Times Interest Earned, Equity to Assets and Equity to Total Capitalization ratios were calculated by us from information obtained from each member's RUS Form 7 or other financial information provided to us, but the calculations were not independently verified by our members. No adjustments were made by us in calculating these ratios for items such as debt refinancings that are not reflected separately on the financial information provided to us. For the calendar years 2007, 2008 and 2009, the information on the individual members is presented in the succeeding tables as follows:

        Table 1—Selected Statistics,

        Table 2—Average Number of Consumers Served,

        Table 3—Annual Megawatt-hour Sales by Consumer Class,

        Table 4—Annual Revenues by Consumer Class,

        Table 5—Summary of Operating Results, and

        Table 6—Condensed Balance Sheet Information.

        The distribution system of one of our members, Pataula EMC, is owned by Cobb EMC and Cobb serves Pataula's load. Therefore, Pataula's information is reported on a consolidated basis with Cobb's information.

FINANCIAL AND STATISTICAL INFORMATION FOR THE
39 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 1
SELECTED STATISTICS OF EACH MEMBER
(as of December 31)

	Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette		Diverse
2009
Avg. Monthly Residential Rev.($)		126.74		119.37		123.89		129.89		127.36		148.08		129.00		118.74		128.96		147.94
Avg. Monthly Residential kWh		1,147		1,165		1,236		1,181		1,286		1,320		1,152		1,268		1,231		1,360
Avg. Residential Rev.(cents per kWh)		11.05		10.25		10.02		11.00		9.90		11.22		11.20		9.36		10.48		10.88
Times Interest Earned Ratio(2)		2.51		2.02		1.96		1.87		1.32		1.82		1.53		1.64		1.88		1.05
Equity/Assets(2)		66%		40%		36%		32%		32%		32%		31%		42%		29%		43%
Equity/Total Capitalization(2)		73%		52%		43%		38%		36%		35%		39%		50%		32%		49%
2008
Avg. Monthly Residential Rev.($)		115.77		111.41		117.66		126.67		122.65		144.90		119.47		112.45		135.08		136.42
Avg. Monthly Residential kWh		1,171		1,171		1,260		1,194		1,303		1,326		1,168		1,272		1,251		1,402
Avg. Residential Rev.(cents per kWh)		9.89		9.51		9.34		10.61		9.41		10.93		10.23		8.84		10.80		9.73
Times Interest Earned Ratio(2)		1.41		1.41		1.91		1.68		1.30		1.79		0.99		1.60		2.08		1.63
Equity/Assets(2)		64%		41%		37%		32%		34%		31%		30%		43%		29%		44%
Equity/Total Capitalization(2)		71%		52%		47%		39%		38%		34%		40%		51%		36%		50%
2007
Avg. Monthly Residential Rev.($)		111.78		113.47		115.01		120.85		115.29		138.10		116.96		113.63		126.79		122.73
Avg. Monthly Residential kWh		1,167		1,172		1,257		1,189		1,304		1,317		1,267		1,300		1,277		1,396
Avg. Residential Rev.(cents per kWh)		9.58		9.68		9.15		10.16		8.84		10.49		9.23		8.74		9.93		8.79
Times Interest Earned Ratio(2)		1.73		3.27		1.80		2.19		1.86		1.46		1.22		2.61		1.86		1.26
Equity/Assets(2)		65%		42%		37%		33%		34%		31%		31%		44%		27%		50%
Equity/Total Capitalization(2)		72%		54%		43%		39%		37%		40%		41%		46%		32%		58%
	Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Planters		Rayle		Satilla		Sawnee		Slash Pine
2009
Avg. Monthly Residential Rev.($)		135.40		134.75		113.03		145.81		149.55		128.98		134.18		128.38		130.81		129.11
Avg. Monthly Residential kWh		1,279		1,269		1,036		1,129		1,292		1,261		1,018		1,226		1,243		1,190
Avg. Residential Rev.(cents per kWh)		10.58		10.61		10.91		12.91		11.58		10.23		13.18		10.47		10.53		10.85
Times Interest Earned Ratio(2)		1.28		2.13		2.06		1.37		1.58		2.81		1.82		3.37		2.14		2.57
Equity/Assets(2)		35%		53%		40%		32%		30%		47%		27%		40%		35%		35%
Equity/Total Capitalization(2)		39%		62%		47%		39%		34%		51%		31%		53%		39%		47%
2008
Avg. Monthly Residential Rev.($)		147.41		124.66		110.86		134.65		137.14		117.95		123.33		126.93		141.89		120.52
Avg. Monthly Residential kWh		1,328		1,326		1,058		1,154		1,279		1,289		1,031		1,250		1,275		1,202
Avg. Residential Rev.(cents per kWh)		11.10		9.40		10.48		11.66		10.72		9.15		11.97		10.15		11.13		10.03
Times Interest Earned Ratio(2)		1.72		2.33		2.17		1.40		1.26		2.13		0.98		2.44		1.95		1.99
Equity/Assets(2)		36%		53%		40%		31%		31%		46%		25%		37%		34%		34%
Equity/Total Capitalization(2)		45%		60%		46%		38%		34%		49%		29%		50%		39%		44%
2007
Avg. Monthly Residential Rev.($)		136.50		120.36		107.50		125.31		136.65		114.61		122.44		121.94		126.13		120.19
Avg. Monthly Residential kWh		1,336		1,331		1,051		1,141		1,290		1,275		1,036		1,282		1,309		1,213
Avg. Residential Rev.(cents per kWh)		10.22		9.04		10.23		10.98		10.60		8.99		11.82		9.51		9.64		9.91
Times Interest Earned Ratio(2)		1.45		1.86		2.15		1.63		2.08		1.96		1.53		2.11		1.95		2.67
Equity/Assets(2)		37%		54%		38%		32%		32%		46%		26%		35%		28%		33%
Equity/Total Capitalization(2)		43%		64%		45%		37%		35%		50%		30%		46%		31%		42%

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

(2)

Times Interest Earned and Equity ratios were calculated from information contained on each Member's RUS Form 7, or similar form provided to another lender, and were not independently verified by each respective Member.

(3)

Weighted Average.

Table 1 (continued)

	Excelsior		Flint		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2009
Avg. Monthly Residential Rev.($)		123.43		132.91		125.12		115.45		116.91		121.80		144.36		113.27		129.15		126.41
Avg. Monthly Residential kWh		1,309		1,313		1,151		1,173		1,058		1,128		1,129		1,264		1,184		1,037
Avg. Residential Rev.(cents per kWh)		9.43		10.12		10.87		9.84		11.05		10.80		12.79		8.96		10.91		12.19
Times Interest Earned Ratio(2)		2.07		1.66		2.34		3.14		1.54		2.57		1.89		1.66		2.10		2.18
Equity/Assets(2)		54%		36%		48%		37%		33%		42%		33%		33%		42%		30%
Equity/Total Capitalization(2)		60%		41%		56%		42%		39%		48%		35%		38%		49%		34%
2008
Avg. Monthly Residential Rev.($)		114.53		142.10		127.67		103.46		106.64		112.60		137.93		114.52		117.47		112.38
Avg. Monthly Residential kWh		1,335		1,346		1,185		1,188		1,078		1,125		1,151		1,277		1,201		1,063
Avg. Residential Rev.(cents per kWh)		8.58		10.56		10.78		8.71		9.89		10.01		11.98		8.97		9.78		10.57
Times Interest Earned Ratio(2)		2.06		1.94		3.23		1.74		1.45		2.13		1.54		1.82		1.93		1.48
Equity/Assets(2)		55%		37%		48%		37%		33%		41%		32%		35%		40%		31%
Equity/Total Capitalization(2)		61%		42%		60%		42%		38%		48%		34%		41%		46%		35%
2007
Avg. Monthly Residential Rev.($)		106.21		125.37		127.66		103.27		105.22		111.64		133.97		111.22		115.86		108.32
Avg. Monthly Residential kWh		1,339		1,357		1,207		1,210		1,055		1,123		1,187		1,277		1,198		1,065
Avg. Residential Rev.(cents per kWh)		7.93		9.24		10.58		8.54		9.97		9.94		11.29		8.71		9.67		10.17
Times Interest Earned Ratio(2)		2.20		1.66		2.05		2.48		1.39		2.48		1.40		2.01		1.85		1.26
Equity/Assets(2)		53%		36%		48%		37%		33%		40%		32%		34%		40%		32%
Equity/Total Capitalization(2)		60%		41%		58%		42%		37%		46%		38%		41%		47%		36%
	Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri- County		Upson		Walton		Washington				MEMBER TOTAL
2009
Avg. Monthly Residential Rev.($)		128.58		147.68		152.06		114.11		138.16		109.75		119.44		129.09				126.11
Avg. Monthly Residential kWh		1,299		1,268		1,410		938		1,186		1,108		1,291		1,064				1,223
Avg. Residential Rev.(cents per kWh)		9.90		11.6		10.78		12.2		11.65		9.91		9.25		12.13				10.31
Times Interest Earned Ratio(2)		1.78		3.13		2.21		2.27		2.11		2.22		2.17		2.15				1.94(3	)
Equity/Assets(2)		39%		37%		44%		40%		33%		50%		38%		48%				36%(3	)
Equity/Total Capitalization(2)		51%		43%		48%		45%		36%		56%		46%		52%				43%(3	)
2008
Avg. Monthly Residential Rev.($)		119.96		137.04		143.07		108.08		127.86		101.13		111.87		120.02				121.89
Avg. Monthly Residential kWh		1,334		1,307		1,447		957		1,224		1,120		1,329		1,098				1,244
Avg. Residential Rev.(cents per kWh)		9.00		10.48		9.89		11.29		10.45		9.03		8.42		10.93				9.80
Times Interest Earned Ratio(2)		2.37		1.54		2.37		1.57		1.51		1.84		3.65		1.48				1.78(3	)
Equity/Assets(2)		38%		38%		43%		38%		30%		48%		38%		47%				36%(3	)
Equity/Total Capitalization(2)		49%		45%		46%		42%		33%		55%		46%		50%				43%(3	)
2007
Avg. Monthly Residential Rev.($)		117.89		126.09		138.01		106.14		119.86		98.52		111.64		116.00				117.15
Avg. Monthly Residential kWh		1,379		1,285		1,444		1,001		1,223		1,100		1,344		1,088				1,265
Avg. Residential Rev.(cents per kWh)		8.55		9.82		9.56		10.60		9.80		8.95		8.30		10.66				9.26
Times Interest Earned Ratio(2)		2.53		2.01		2.39		1.52		1.58		2.40		4.21		2.00				1.98(3	)
Equity/Assets(2)		39%		39%		44%		39%		31%		46%		39%		49%				36%(3	)
Equity/Total Capitalization(2)		49%		45%		48%		42%		36%		53%		46%		53%				43%(3	)

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

(2)

Times Interest Earned and Equity ratios were calculated from information contained on each Member's RUS Form 7, or similar form provided to another lender, and were not independently verified by each respective Member.

(3)

Weighted Average.

FINANCIAL AND STATISTICAL INFORMATION FOR THE
39 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 2
AVERAGE NUMBER OF CONSUMERS SERVED BY EACH MEMBER

		Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette		Diverse
2009
Residential Service			17,890		41,478		19,251		46,338		46,111		14,408		173,858		56,397		68,384		24,648
Commercial & Industrial			1,775		4,272		317		2,451		4,283		1,785		15,058		3,213		4,835		3,570
Other			113		11		272		378		211		117		5,483		2,037		646		168
	Total Consumers Served		19,778		45,761		19,840		49,167		50,605		16,310		194,399		61,647		73,865		28,386
2008
Residential Service			17,850		41,487		18,813		46,659		45,417		14,102		173,411		55,764		68,283		24,658
Commercial & Industrial			1,773		4,374		296		2,463		4,488		1,890		14,842		3,149		4,794		3,501
Other			116		11		262		377		150		118		5,349		1,926		633		165
	Total Consumers Served		19,739		45,872		19,371		49,499		50,055		16,110		193,602		60,839		73,710		28,324
2007
Residential Service			17,694		40,570		18,227		46,572		44,699		13,791		173,213		54,716		67,785		24,324
Commercial & Industrial			1,748		4,533		286		2,420		4,403		1,895		14,486		3,039		4,628		3,383
Other			113		10		251		372		116		119		5,807		1,831		592		160
	Total Consumers Served		19,555		45,113		18,764		49,364		49,218		15,805		193,506		59,586		73,005		27,867
		Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Planters		Rayle		Satilla		Sawnee		Slash Pine
2009
Residential Service			5,059		21,890		10,724		11,251		32,031		15,020		16,316		48,263		132,682		7,575
Commercial & Industrial			1,752		1,179		666		1,244		2,276		567		2,263		2,573		14,732		349
Other			744		1,530		422		140		382		666		—		1,849		1,656		212
	Total Consumers Served		7,555		24,599		11,812		12,635		34,689		16,253		18,579		52,685		149,070		8,136
2008
Residential Service			5,019		21,425		10,693		11,344		31,716		14,950		16,629		48,158		132,017		7,468
Commercial & Industrial			1,720		1,202		658		1,164		2,288		574		2,093		2,548		14,463		337
Other			712		1,907		414		137		375		627		—		1,809		2,395		202
	Total Consumers Served		7,451		24,534		11,765		12,645		34,379		16,151		18,722		52,515		148,875		8,007
2007
Residential Service			4,972		21,306		10,595		11,355		31,162		14,871		16,647		47,702		129,414		7,361
Commercial & Industrial			1,689		1,188		657		1,099		2,249		561		2,004		2,541		13,796		317
Other			669		1,683		398		135		357		587		—		1,703		2,709		191
	Total Consumers Served		7,330		24,177		11,650		12,589		33,768		16,019		18,651		51,946		145,919		7,869

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

Table 2 (continued)

		Excelsior		Flint		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2009
Residential Service			19,858		69,099		18,027		110,369		31,429		28,595		10,618		184,586		30,992		10,556
Commercial & Industrial			1,367		8,851		450		9,386		2,385		6,804		138		15,382		1,577		125
Other			258		800		600		1,420		5		6		914		4,302		247		332
	Total Consumers Served		21,483		78,750		19,077		121,175		33,819		35,405		11,670		204,270		32,816		11,013
2008
Residential Service			19,701		68,482		17,636		109,379		31,356		28,725		10,661		185,196		30,901		10,541
Commercial & Industrial			1,413		8,728		447		9,703		2,429		6,721		133		15,213		1,562		121
Other			244		786		478		1,329		5		5		871		4,234		227		324
	Total Consumers Served		21,358		77,996		18,561		120,411		33,790		35,451		11,665		204,643		32,690		10,986
2007
Residential Service			19,235		67,349		17,617		107,751		31,021		28,748		10,608		183,960		30,724		10,431
Commercial & Industrial			1,403		8,543		441		9,765		2,412		6,569		118		14,557		1,544		115
Other			236		739		460		1,254		5		4		832		4,055		204		313
	Total Consumers Served		20,874		76,631		18,518		118,770		33,438		35,321		11,558		202,572		32,472		10,859
		Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri- County		Upson		Walton		Washington				MEMBER TOTAL
2009
Residential Service			86,946		17,643		14,654		13,979		19,080		8,429		108,318		14,692				1,607,444
Commercial & Industrial			4,687		1,048		4,644		545		1,886		767		7,487		602				137,291
Other			142		17		371		635		—		116		1,697		42				28,941
	Total Consumers Served		91,775		18,708		19,669		15,159		20,966		9,312		117,502		15,336				1,773,676
2008
Residential Service			86,440		17,699		14,660		14,007		19,086		8,444		108,147		14,685				1,601,609
Commercial & Industrial			5,385		1,052		4,636		555		1,855		794		7,454		584				137,402
Other			122		16		304		587		—		119		1,733		38				29,107
	Total Consumers Served		91,947		18,767		19,600		15,149		20,941		9,357		117,334		15,307				1,768,118
2007
Residential Service			85,862		17,556		14,536		13,980		18,776		8,400		107,457		14,589				1,585,576
Commercial & Industrial			5,207		1,042		4,586		547		1,775		824		7,253		561				134,184
Other			—		13		251		513		—		119		1,712		33				28,546
	Total Consumers Served		91,069		18,611		19,373		15,040		20,551		9,343		116,422		15,183				1,748,306

FINANCIAL AND STATISTICAL INFORMATION FOR THE
39 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 3
ANNUAL MWh SALES BY CONSUMER CLASS OF EACH MEMBER

		Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Fayette		Diverse
2009
Residential Service			246,161		579,862		285,484		656,830		711,638		228,148		2,403,985		858,387		1,009,981		402,127
Commercial & Industrial			304,981		103,949		97,836		360,946		358,838		178,553		1,179,756		240,362		259,291		114,947
Other			3,366		172		3,622		6,769		2,851		2,090		226,798		73,184		146,328		11,134
	Total MWh Sales		554,508		683,982		386,941		1,024,544		1,073,327		408,792		3,810,539		1,171,932		1,415,599		528,208
2008
Residential Service			250,736		583,066		284,473		668,276		710,366		224,366		2,431,224		851,161		1,025,211		414,761
Commercial & Industrial			97,461		107,534		99,180		380,089		356,156		180,387		1,223,717		240,128		407,822		110,308
Other			3,775		168		4,996		6,881		2,034		2,140		232,713		72,292		11,550		8,465
	Total MWh Sales		351,972		690,769		388,649		1,055,247		1,068,556		406,893		3,887,654		1,163,581		1,444,582		533,534
2007
Residential Service			247,865		570,469		274,936		664,485		699,360		217,871		2,632,962		853,513		1,038,384		407,589
Commercial & Industrial			531,113		107,423		99,655		390,186		347,904		168,440		1,254,909		282,712		411,563		111,046
Other			4,640		155		5,605		7,195		1,551		2,155		215,651		79,543		11,217		6,092
	Total MWh Sales		783,617		678,047		380,195		1,061,867		1,048,814		388,465		4,103,522		1,215,768		1,461,164		524,727

		Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Planters		Rayle		Satilla		Sawnee		Slash Pine
2009
Residential Service			77,664		333,454		133,305		152,481		496,510		227,327		199,359		710,205		1,978,668		108,208
Commercial & Industrial			38,577		70,727		43,358		124,443		54,034		19,448		53,908		276,001		996,539		46,124
Other			11,475		49,798		5,751		3,122		18,683		13,337		—		30,667		27,321		6,372
	Total MWh Sales		127,716		453,979		182,414		280,046		569,227		260,112		253,267		1,016,873		3,002,529		160,704
2008
Residential Service			79,957		340,840		135,739		157,157		486,865		231,195		205,658		722,399		2,019,688		107,713
Commercial & Industrial			39,233		72,067		46,427		126,936		55,922		18,656		51,688		274,837		1,014,927		48,111
Other			11,303		53,897		6,360		3,359		17,534		13,550		0		32,188		29,005		6,998
	Total MWh Sales		130,492		466,804		188,527		287,452		560,320		263,402		257,346		1,029,423		3,063,620		162,823
2007
Residential Service			79,725		340,293		133,563		155,474		482,283		227,586		206,888		733,749		2,032,865		107,115
Commercial & Industrial			40,988		79,872		46,513		108,599		58,148		17,582		53,333		258,089		995,115		49,145
Other			10,252		58,214		6,150		3,062		17,639		12,155		0		32,842		28,875		7,004
	Total MWh Sales		130,964		478,380		186,225		267,135		558,070		257,323		260,222		1,024,680		3,056,855		163,265

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

Table 3 (continued)

		Excelsior		Flint		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2009
Residential Service			311,909		1,088,666		248,968		1,554,103		398,959		386,975		143,841		2,800,637		440,437		131,368
Commercial & Industrial			68,835		525,866		33,414		1,001,665		92,179		170,462		24,784		1,691,405		107,553		49,591
Other			4,287		36,876		13,757		14,384		82		562		14,490		283,697		10,610		3,366
	Total MWh Sales		385,031		1,651,408		296,139		2,570,152		491,219		557,999		183,115		4,775,738		558,600		184,324
2008
Residential Service			315,649		1,105,825		250,682		1,559,437		405,579		387,904		147,233		2,838,692		445,444		134,423
Commercial & Industrial			71,638		526,961		30,847		1,075,592		95,522		183,084		20,981		1,808,948		108,470		49,488
Other			4,411		39,714		14,092		13,695		82		527		15,779		275,252		11,336		4,362
	Total MWh Sales		391,698		1,672,500		295,621		2,648,724		501,183		571,515		183,994		4,922,893		565,250		188,273
2007
Residential Service			308,975		1,096,350		255,097		1,564,147		392,769		387,394		151,094		2,817,923		441,694		133,282
Commercial & Industrial			70,809		518,602		33,474		1,102,039		92,734		182,865		18,881		1,809,952		114,995		49,342
Other			4,615		41,406		16,098		12,581		82		428		19,517		262,077		9,690		5,292
	Total MWh Sales		384,398		1,656,358		304,669		2,678,767		485,585		570,686		189,493		4,889,952		566,380		187,916
		Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri- County		Upson		Walton		Washington				MEMBER TOTAL
2009
Residential Service			1,355,761		268,508		247,960		157,411		271,651		112,026		1,678,411		187,577				23,584,951
Commercial & Industrial			446,978		43,638		88,241		26,613		86,577		14,890		625,023		166,403				10,186,731
Other			2,012		5,781		16,429		23,497		0		2,436		77,428		1,685				1,154,216
	Total MWh Sales		1,804,752		317,927		352,630		207,521		358,227		129,352		2,380,861		355,665				34,925,898
2008
Residential Service			1,383,269		277,612		254,513		160,841		280,237		113,513		1,725,123		193,572				23,910,400
Commercial & Industrial			467,500		48,092		90,598		24,654		90,601		15,590		643,148		192,189				10,495,491
Other			1,319		5,770		17,693		28,769		0		2,375		79,801		1,746				1,035,931
	Total MWh Sales		1,852,089		331,474		362,803		214,264		370,838		131,478		2,448,073		387,507				35,441,822
2007
Residential Service			1,420,413		270,629		251,885		167,922		275,539		110,903		1,733,625		190,429				24,077,045
Commercial & Industrial			414,132		51,249		92,002		50,818		88,057		16,603		651,638		202,022				10,972,549
Other			0		4,613		17,102		6,134		0		2,418		80,725		1,522				994,298
	Total MWh Sales		1,834,544		326,491		360,989		224,875		363,595		129,925		2,465,988		393,974				36,043,893

FINANCIAL AND STATISTICAL INFORMATION FOR THE
39 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 4

ANNUAL REVENUES BY CONSUMER CLASS OF EACH MEMBER

		Altamaha			Amicalola		Canoochee		Carroll			Central Georgia		Coastal		Cobb(1)		Colquitt		Fayette		Diverse
2009
Residential Service		$	27,209,291		$	59,417,010	$	28,619,654	$	72,224,099		$	70,470,415	$	25,602,380	$	269,138,534	$	80,358,607	$	105,823,013	$	43,757,195
Commercial & Industrial			17,716,865			11,249,510		8,233,427		26,142,110			30,559,225		12,974,513		111,607,081		20,128,914		28,108,711		11,911,248
Other			319,987			30,365		450,756		796,202			447,253		272,435		24,861,112		6,753,563		7,888,672		1,067,518
	Total Electric Sales	$	45,246,143		$	70,696,885	$	37,303,837	$	99,162,411		$	101,476,893	$	38,849,328	$	405,606,727	$	107,241,084	$	141,820,396	$	56,735,961
Other Operating Revenue			724,941			901,887		4,813,076		4,174,330			3,507,927		910,228		9,370,670		2,733,798		6,203,009		2,766,934
	Total Operating Revenue	$	45,971,084		$	71,598,772	$	42,116,913	$	103,336,741		$	104,984,820	$	39,759,556	$	414,977,398	$	109,974,882	$	148,023,405	$	59,502,895
2008
Residential Service		$	24,797,886		$	55,467,194	$	26,561,661	$	70,921,260		$	66,846,610	$	24,520,853	$	248,607,918	$	75,246,221	$	110,686,730	$	40,365,675
Commercial & Industrial			35,313,760			10,826,809		7,785,466		28,514,805			29,008,815		11,941,889		101,424,938		18,959,552		35,733,895		10,661,620
Other			313,123			27,194		541,233		788,264			302,734		274,854		23,342,175		6,272,170		1,566,936		838,965
	Total Electric Sales	$	60,424,769		$	66,321,197	$	34,888,360	$	100,224,329		$	96,158,159	$	36,737,596	$	373,375,031	$	100,477,943	$	147,987,561	$	51,866,260
Other Operating Revenue			697,480			1,190,585		4,473,949		5,511,933			3,287,129		852,567		8,109,454		6,626,323		4,680,363		2,539,726
	Total Operating Revenue	$	61,122,249		$	67,511,782	$	39,362,309	$	105,736,262		$	99,445,288	$	37,590,163	$	381,484,485	$	107,104,266	$	152,667,924	$	54,405,986
2007
Residential Service		$	23,734,524		$	55,241,969	$	25,155,044	$	67,541,353		$	61,842,253	$	22,853,709	$	243,110,043	$	74,608,516	$	103,133,209	$	35,824,377
Commercial & Industrial			31,496,353			10,821,939		7,635,758		25,992,003			25,600,961		10,605,971		93,924,956		20,194,391		33,197,808		9,671,620
Other			351,161			25,039		573,781		785,895			234,875		269,229		21,884,941		6,747,077		1,445,588		628,362
	Total Electric Sales	$	55,582,038		$	66,088,947	$	33,364,583	$	94,319,251		$	87,678,089	$	33,728,909	$	358,919,940	$	101,549,984	$	137,776,605	$	46,124,359
Other Operating Revenue			637,049			3,482,949		3,944,376		5,590,330			3,105,401		786,346		8,445,746		4,584,350		4,317,562		2,294,228
	Total Operating Revenue	$	56,219,087		$	69,571,896	$	37,308,959	$	99,909,581		$	90,783,490	$	34,515,255	$	367,365,686	$	106,134,334	$	142,094,167	$	48,418,587
		Middle Georgia			Mitchell		Ocmulgee		Oconee			Okefenoke		Planters		Rayle		Satilla		Sawnee		Slash Pine
2009
Residential Service		$	8,219,612		$	35,395,452	$	14,545,626	$	19,685,778		$	57,482,085	$	23,247,061	$	26,271,743	$	74,350,005	$	208,270,686	$	11,736,211
Commercial & Industrial			4,313,909			6,624,988		3,859,145		8,456,186			6,000,269		1,758,000		6,853,190		21,767,671		89,628,891		3,984,317
Other			1,693,755			5,526,919		786,561		379,846			1,770,701		1,519,634		—		3,467,426		4,515,160		667,352
	Total Electric Sales	$	14,227,276		$	47,547,359	$	19,191,332	$	28,521,810		$	65,253,055	$	26,524,695	$	33,124,933	$	99,585,102	$	302,414,737	$	16,387,880
Other Operating Revenue			93,002			1,734,871		813,826		(302,569	)		1,166,683		1,249,849		568,068		5,098,597		706,547		224,764
	Total Operating Revenue	$	14,320,278		$	49,282,230	$	20,005,158	$	28,219,241		$	66,419,738	$	27,774,544	$	33,693,001	$	104,683,699	$	303,121,284	$	16,612,644
2008
Residential Service		$	8,878,502		$	32,049,621	$	14,225,432	$	18,330,104		$	52,194,681	$	21,159,693	$	24,610,958	$	73,352,974	$	224,784,969	$	10,800,263
Commercial & Industrial			4,605,196			6,687,307		4,295,045		8,054,265			5,478,980		1,516,821		5,754,781		20,581,282		93,027,523		3,705,460
Other			1,731,438			5,240,905		809,186		359,832			1,462,266		1,338,982		—		3,455,383		4,674,028		639,933
	Total Electric Sales	$	15,215,136		$	43,977,833	$	19,329,663	$	26,744,201		$	59,135,927	$	24,015,496	$	30,365,739	$	97,389,639	$	322,486,520	$	15,145,656
Other Operating Revenue			26,538			1,713,926		771,221		713,072			1,309,246		1,145,342		179,957		4,706,206		13,606,008		248,296
	Total Operating Revenue	$	15,241,674		$	45,691,759	$	20,100,884	$	27,457,273		$	60,445,173	$	25,160,838	$	30,545,696	$	102,095,845	$	336,092,528	$	15,393,952
2007
Residential Service		$	8,144,176		$	30,771,985	$	13,667,024	$	17,075,264		$	51,098,734	$	20,452,254	$	24,459,368	$	69,803,172	$	195,871,465	$	10,616,813
Commercial & Industrial			4,330,504			6,513,987		3,788,741		7,061,573			5,851,185		1,381,813		6,049,650		18,950,084		80,844,678		3,707,919
Other			1,508,800		$	5,214,846		734,389		317,565			1,510,847		1,170,198		—		3,308,818		4,148,473		628,488
	Total Electric Sales	$	13,983,480		$	42,500,818	$	18,190,154	$	24,454,402		$	58,460,766	$	23,004,265	$	30,509,018	$	92,062,074	$	280,864,616	$	14,953,220
Other Operating Revenue			(56,940	)		1,704,679		659,475		635,571			989,600		1,090,880		208,005		5,871,946		10,269,909		264,012
	Total Operating Revenue	$	13,926,540		$	44,205,497	$	18,849,629	$	25,089,973		$	59,450,366	$	24,095,145	$	30,717,023	$	97,934,020	$	291,134,525	$	15,217,232

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

Table 4 (continued)

		Excelsior		Flint			Grady			GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2009
Residential Service		$	29,413,737	$	110,206,269		$	27,066,345		$	152,907,852	$	44,090,607	$	41,794,532	$	18,393,658	$	250,890,260	$	48,029,869	$	16,012,370
Commercial & Industrial			6,496,240		44,083,946			3,326,676			86,028,588		8,986,929		17,662,668		2,602,924		133,772,598		9,050,806		3,872,913
Other			516,216		3,353,534			1,530,477			2,397,190		7,165		48,434		1,996,796		27,034,639		1,278,304		511,842
	Total Electric Sales	$	36,426,193	$	157,643,749		$	31,923,498		$	241,333,630	$	53,084,701	$	59,505,634	$	22,993,378	$	411,697,497	$	58,358,979	$	20,397,125
Other Operating Revenue			1,212,958		(1,752,534	)		1,322,292			7,784,421		530,580		2,286,564		663,996		18,355,617		523,217		181,270
	Total Operating Revenue	$	37,639,151	$	155,891,215		$	33,245,790		$	249,118,051	$	53,615,281	$	61,792,198	$	23,657,374	$	430,053,114	$	58,882,196	$	20,578,395
2008
Residential Service		$	27,077,091	$	116,773,339		$	27,019,905		$	135,794,782	$	40,126,898	$	38,812,082	$	17,645,607	$	254,512,451	$	43,560,868	$	14,214,966
Commercial & Industrial			6,235,782		46,887,607			2,843,957			77,821,290		8,416,381		17,182,330		2,192,111		139,677,443		8,472,330		3,446,368
Other			483,197		3,836,936			1,481,011			2,267,363		7,164		40,037		2,037,871		26,309,546		1,091,808		548,573
	Total Electric Sales	$	33,796,070	$	167,497,882		$	31,344,873		$	215,883,435	$	48,550,443	$	56,034,449	$	21,875,589	$	420,499,440	$	53,125,006	$	18,209,907
Other Operating Revenue			1,441,733		12,940,373			1,189,260			8,041,587		1,748,225		2,487,785		612,504		21,057,054		2,212,086		717,058
	Total Operating Revenue	$	35,237,803	$	180,438,255		$	32,534,133		$	223,925,022	$	50,298,668	$	58,522,234	$	22,488,093	$	441,556,494	$	55,337,092	$	18,926,965
2007
Residential Service		$	24,515,997	$	101,320,294		$	26,987,246		$	133,532,470	$	39,167,769	$	38,511,658	$	17,053,730	$	245,516,448	$	42,716,753	$	13,558,990
Commercial & Industrial			5,590,272		39,895,874			2,858,892			75,737,409		8,087,900		16,777,072		1,819,163		132,445,332		8,358,480		3,234,617
Other			466,136		3,460,129			1,628,784			2,102,419		7,153		32,645		2,380,076		24,442,829		964,420		605,504
	Total Electric Sales	$	30,572,405	$	144,676,297		$	31,474,922		$	211,372,298	$	47,262,822	$	55,321,375	$	21,252,969	$	402,404,609	$	52,039,653	$	17,399,111
Other Operating Revenue			2,140,302		3,921,242			1,345,894			7,532,810		1,658,658		2,254,934		615,347		19,121,666		2,280,988		535,358
	Total Operating Revenue	$	32,712,707	$	148,597,539		$	32,820,816		$	218,905,108	$	48,921,480	$	57,576,309	$	21,868,316	$	421,526,275	$	54,320,641	$	17,934,469
		Snapping Shoals		Southern Rivers			Sumter			Three Notch		Tri- County		Upson		Walton		Washington				MEMBER TOTAL
2009
Residential Service		$	134,156,038	$	31,266,253		$	26,738,797		$	19,141,038	$	31,633,869	$	11,101,045	$	155,244,213	$	22,759,181			$	2,432,670,390
Commercial & Industrial			36,954,439		4,300,142			9,488,083			3,014,192		8,335,000		1,596,297		53,403,720		13,880,515				878,734,846
Other			306,591		498,595			2,054,201			3,266,991		0		280,174		8,858,924		182,559				117,337,849
	Total Electric Sales	$	171,417,068	$	36,064,990		$	38,281,081		$	25,422,221	$	39,968,869	$	12,977,516	$	217,506,857	$	36,822,255			$	3,428,743,085
Other Operating Revenue			7,873,920		1,096,169			(53,346	)		791,059		1,136,729		828,004		7,937,910		963,389				99,142,653
	Total Operating Revenue	$	179,290,988	$	37,161,159		$	38,227,735		$	26,213,280	$	41,105,598	$	13,805,520	$	225,444,767	$	37,785,644			$	3,527,885,739
2008
Residential Service		$	124,433,704	$	29,104,999		$	25,168,061		$	18,165,856	$	29,284,828	$	10,247,755	$	145,182,612	$	21,149,536			$	2,342,684,545
Commercial & Industrial			35,218,058		4,274,547			8,981,195			2,678,331		8,389,237		1,569,632		50,027,770		13,211,499				881,404,077
Other			245,842		510,205			1,848,802			3,491,374		0		270,963		8,614,993		152,830				107,218,116
	Total Electric Sales	$	159,897,604	$	33,889,751		$	35,998,058		$	24,335,561	$	37,674,065	$	12,088,350	$	203,825,375	$	34,513,865			$	3,331,306,738
Other Operating Revenue			8,016,832		1,065,193			882,953			754,531		1,045,366		528,756		11,979,332		908,243				140,018,192
	Total Operating Revenue	$	167,914,436	$	34,954,944		$	36,881,011		$	25,090,092	$	38,719,431	$	12,617,106	$	215,804,707	$	35,422,108			$	3,471,324,930
2007
Residential Service		$	121,466,111	$	26,563,448		$	24,072,612		$	17,806,709	$	27,006,581	$	9,931,225	$	143,952,627	$	20,308,496			$	2,228,994,416
Commercial & Industrial			30,422,232		4,067,397			8,770,928			2,683,274		7,474,287		1,580,197		48,729,480		13,177,388				819,332,088
Other			—		367,528			1,572,475			3,362,015		—		268,343		8,342,559		128,905				101,620,292
	Total Electric Sales	$	151,888,343	$	30,998,373		$	34,416,015		$	23,851,998	$	34,480,868	$	11,779,765	$	201,024,666	$	33,614,789			$	3,149,946,796
Other Operating Revenue			4,727,868		998,067			1,460,991			721,555		1,003,191		361,132		11,559,032		947,062				122,011,571
	Total Operating Revenue	$	156,616,211	$	31,996,440		$	35,877,006		$	24,573,553	$	35,484,059	$	12,140,897	$	212,583,698	$	34,561,851			$	3,271,958,367

FINANCIAL AND STATISTICAL INFORMATION FOR THE
39 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 5
SUMMARY OF OPERATING RESULTS OF EACH MEMBER

			Altamaha		Amicalola		Canoochee		Carroll		Central Georgia			Coastal		Cobb(1)			Colquitt		Coweta- Fayette		Diverse
2009
Operating Revenue & Patronage Capital			$	45,971,088	$	71,598,772	$	42,116,913	$	103,336,740	$	104,984,820		$	39,759,557	$	414,977,398		$	109,974,882	$	148,023,405	$	59,502,895
Depreciation and Amortization				2,562,130		5,526,789		3,294,772		7,642,114		5,171,452			2,254,667		20,835,379			5,909,356		8,125,844		5,216,968
Other Operating Expenses				41,119,186		61,156,188		34,281,985		86,904,457		94,443,703			34,145,376		351,740,590			98,611,745		127,480,815		52,136,117
	Electric Operating Margin		$	2,289,772	$	4,915,795	$	4,540,156	$	8,790,169	$	5,369,665		$	3,359,514	$	42,401,429		$	5,453,781	$	12,416,746	$	2,149,810
Other Income				1,163,085		1,961,015		1,215,190		1,682,750		1,652,665			582,844		3,387,260			1,486,150		3,218,310		1,302,550
	Gross Operating Margin		$	3,452,857	$	6,876,810	$	5,755,346	$	10,472,919	$	7,022,330		$	3,942,358	$	45,788,689		$	6,939,931	$	15,635,056	$	3,452,360
Interest on Long-term Debt				1,371,506		3,402,915		2,939,210		5,578,023		5,323,320			2,164,025		24,826,354			4,221,875		8,170,767		3,228,307
Other Deductions				5,209		74		2,769		26,952		17,030			3,039		7,819,589			0		284,886		53,434
		Net Margins	$	2,076,142	$	3,473,821	$	2,813,367	$	4,867,944	$	1,681,980		$	1,775,294	$	13,142,746		$	2,718,056	$	7,179,403	$	170,619
2008
Operating Revenue & Patronage Capital			$	61,122,249	$	67,511,782	$	39,362,309	$	105,736,262	$	99,445,288		$	37,590,162	$	381,484,485		$	107,104,266	$	152,667,924	$	54,405,986
Depreciation and Amortization				2,474,566		5,376,630		3,253,129		7,168,008		4,999,053			1,990,864		19,229,359			5,619,971		8,025,200		4,607,600
Other Operating Expenses				57,766,090		59,240,152		31,627,274		91,149,141		89,418,823			32,522,111		337,442,151			96,530,049		133,462,274		46,756,004
	Electric Operating Margin		$	881,593	$	2,895,000	$	4,481,906	$	7,419,113	$	5,027,412		$	3,077,187	$	24,812,975		$	4,954,246	$	11,180,450	$	3,042,382
Other Income				1,136,753		885,594		897,811		1,512,845		1,495,642			612,565		3,707,931			1,689,178		4,991,185		991,603
	Gross Operating Margin		$	2,018,346	$	3,780,594	$	5,379,717	$	8,931,958	$	6,523,054		$	3,689,752	$	28,520,906		$	6,643,424	$	16,171,635	$	4,033,985
Interest on Long-term Debt				1,424,717		2,666,272		2,797,252		5,254,766		4,963,311			2,003,837		22,928,984			4,155,707		7,141,203		2,427,995
Other Deductions				5,293		23,241		28,778		79,340		85,359			95,451		5,732,558			0		1,292,133		82,089
		Net Margins	$	588,336	$	1,091,081	$	2,553,687	$	3,597,852	$	1,474,384		$	1,590,464	$	(140,636	)	$	2,487,717	$	7,738,299	$	1,523,901
2007
Operating Revenue & Patronage Capital			$	56,219,088	$	69,571,896	$	37,308,959	$	99,909,581	$	90,783,491		$	34,515,255	$	367,365,686		$	106,134,334	$	142,094,164	$	48,418,587
Depreciation and Amortization				2,387,458		5,207,085		2,918,782		6,588,681		4,741,645			1,808,217		18,149,321			5,262,275		7,539,419		4,491,285
Other Operating Expenses				52,729,201		56,664,392		30,567,013		83,798,464		79,047,671			30,440,504		329,679,177			93,070,746		124,027,198		42,594,151
	Electric Operating Margin		$	1,102,429	$	7,700,419	$	3,823,164	$	9,522,436	$	6,994,175		$	2,266,534	$	19,537,188		$	7,801,313	$	10,527,547	$	1,333,151
Other Income				1,060,147		703,895		1,129,657		2,142,884		1,621,376			556,381		11,701,199			2,198,130		4,139,035		1,259,149
	Gross Operating Margin		$	2,162,576	$	8,404,314	$	4,952,821	$	11,665,320	$	8,615,551		$	2,822,915	$	31,238,387		$	9,999,443	$	14,666,582	$	2,592,300
Interest on Long-term Debt				1,247,594		2,564,691		2,750,930		5,329,405		4,548,119			1,615,357		20,420,738			3,827,885		7,384,049		1,999,212
Other Deductions				7,438		11,979		4,542		1,476		155,682			459,632		6,407,765			—		915,955		75,860
		Net Margins	$	907,544	$	5,827,644	$	2,197,349	$	6,334,439	$	3,911,750		$	747,926	$	4,409,884		$	6,171,558	$	6,366,578	$	517,228
			Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke			Planters		Rayle			Satilla		Sawnee		Slash Pine
2009
Operating Revenue & Patronage Capital			$	14,320,278	$	49,282,231	$	20,005,158	$	28,219,241	$	66,419,738		$	27,774,548	$	33,693,001		$	104,683,698	$	303,121,284	$	16,612,644
Depreciation and Amortization				976,789		4,220,355		1,212,756		1,725,452		4,148,122			1,746,064		2,420,325			4,796,870		13,060,099		731,956
Other Operating Expenses				12,535,705		41,045,044		16,856,710		24,264,890		56,607,113			23,167,180		27,824,460			90,031,760		265,711,255		14,489,935
	Electric Operating Margin		$	807,784	$	4,016,832	$	1,935,692	$	2,228,899	$	5,664,503		$	2,861,304	$	3,448,216		$	9,855,068	$	24,349,930	$	1,390,753
Other Income				483,106		502,066		277,870		515,881		787,387			998,341		556,530			1,411,424		9,092,054		369,258
	Gross Operating Margin		$	1,290,890	$	4,518,898	$	2,213,562	$	2,744,780	$	6,451,890		$	3,859,645	$	4,004,746		$	11,266,492	$	33,441,984	$	1,760,011
Interest on Long-term Debt				960,290		2,061,662		1,071,543		1,922,869		4,063,222			1,375,567		2,196,752			3,090,937		15,594,960		683,569
Other Deductions				60,034		125,002		9,577		108,249		13,312			188		6,462			860,948		55,591		0
		Net Margins	$	270,566	$	2,332,234	$	1,132,442	$	713,662	$	2,375,356		$	2,483,890	$	1,801,532		$	7,314,607	$	17,791,433	$	1,076,442
2008
Operating Revenue & Patronage Capital			$	15,241,674	$	45,691,759	$	20,100,884	$	27,457,273	$	60,445,173		$	25,160,839	$	30,545,696		$	102,095,845	$	336,092,528	$	15,393,952
Depreciation and Amortization				923,679		3,100,209	$	1,171,129		1,645,446		4,056,471			1,677,783		2,305,401			4,611,524		12,187,916		667,956
Other Operating Expenses				13,201,596		38,944,395		16,935,310		23,565,625		52,089,870			21,489,736		26,567,470			89,589,980		300,951,014		13,606,779
	Electric Operating Margin		$	1,116,399	$	3,647,155	$	1,994,445	$	2,246,202	$	4,298,832		$	1,993,320	$	1,672,825		$	7,894,341	$	22,953,598	$	1,119,217
Other Income				474,444		777,146		316,005		539,576		749,218			611,014		457,846			1,431,038		6,882,505		294,920
	Gross Operating Margin		$	1,590,843	$	4,424,301	$	2,310,450	$	2,785,778	$	5,048,050		$	2,604,334	$	2,130,671		$	9,325,379	$	29,836,103	$	1,414,137
Interest on Long-term Debt				829,074		1,747,895		1,060,747		1,925,252		4,022,440			1,224,532		2,172,995			3,513,417		15,026,708		710,015
Other Deductions				162,862		357,819		10,124		84,998		(18,583	)		906		5,736			769,064		507,439		500
		Net Margins	$	598,907	$	2,318,587	$	1,239,579	$	775,528	$	1,044,193		$	1,378,896	$	(48,060	)	$	5,042,898	$	14,301,956	$	703,622
2007
Operating Revenue & Patronage Capital			$	13,926,540	$	44,205,497	$	18,849,629	$	25,089,973	$	59,450,365		$	24,095,145	$	30,717,023		$	97,934,020	$	291,134,525	$	15,217,231
Depreciation and Amortization				855,014		2,899,752		1,186,528		1,534,278		3,782,071			1,611,502		2,182,563			4,417,962		12,526,400		630,851
Other Operating Expenses				12,076,252		38,555,524		15,774,176		20,983,036		49,206,990			20,816,892		25,867,992			87,114,692		259,982,329		13,137,035
	Electric Operating Margin		$	995,274	$	2,750,221	$	1,888,925	$	2,572,659	$	6,461,304		$	1,666,751	$	2,666,468		$	6,401,366	$	18,625,796	$	1,449,345
Other Income				315,488		722,905		349,361		547,458		659,543			734,768		524,354			1,630,050		7,815,672		309,142
	Gross Operating Margin		$	1,310,762	$	3,473,126	$	2,238,286	$	3,120,117	$	7,120,847		$	2,401,519	$	3,190,822		$	8,031,416	$	26,441,468	$	1,758,487
Interest on Long-term Debt				828,024		1,699,231		1,038,742		1,872,393		3,171,549			1,226,130		2,065,680			3,305,665		13,467,421		658,437
Other Deductions				109,994		307,532		8,146		65,428		509,471			1,229		34,540			1,049,618		129,671		553
		Net Margins	$	372,744	$	1,466,363	$	1,191,398	$	1,182,296	$	3,439,827		$	1,174,160	$	1,090,602		$	3,676,133	$	12,844,376	$	1,099,497

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

Table 5 (continued)

			Excelsior		Flint		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2009
Operating Revenue & Patronage Capital			$	37,639,151	$	155,891,215	$	33,245,789	$	249,118,051	$	53,615,281	$	61,792,196	$	23,657,374	$	430,053,115	$	58,882,197	$	20,578,395
Depreciation and Amortization				1,865,005		10,320,146		2,357,169		13,536,344		4,662,956		4,350,846		2,232,153		25,130,215		3,978,219		1,280,709
Other Operating Expenses				33,934,396		133,531,612		28,457,620		203,673,678		45,309,248		50,314,000		18,281,270		380,261,867		49,817,372		16,815,578
	Electric Operating Margin		$	1,839,750	$	12,039,457	$	2,431,000	$	31,908,029	$	3,643,077	$	7,127,350	$	3,143,951	$	24,661,033	$	5,086,606	$	2,482,108
Other Income				1,218,265		1,946,631		685,237		3,271,837		733,767		1,742,991		472,546		12,436,860		1,765,632		432,245
	Gross Operating Margin		$	3,058,015	$	13,986,088	$	3,116,237	$	35,179,866	$	4,376,844	$	8,870,341	$	3,616,497	$	37,097,893	$	6,852,238	$	2,914,353
Interest on Long-term Debt			$	1,480,787	$	8,299,624	$	1,248,564	$	11,093,295	$	2,829,922	$	3,448,829	$	1,899,187	$	22,339,773	$	3,246,479	$	1,331,217
Other Deductions				0		197,180		193,021		353,923		22,276		5,963		25,615		5,002		18,457		9,163
		Net Margins	$	1,577,228	$	5,489,284	$	1,674,652	$	23,732,648	$	1,524,646	$	5,415,549	$	1,691,695	$	14,753,118	$	3,587,302	$	1,573,973
2008
Operating Revenue & Patronage Capital			$	35,237,802	$	180,438,255	$	32,534,134	$	223,925,022	$	50,298,668	$	58,522,235	$	22,488,093	$	441,556,493	$	55,337,092	$	18,926,965
Depreciation and Amortization				1,784,850		9,661,412		2,265,076		11,010,622		4,460,079		4,032,013		2,139,119		23,538,665		3,898,349		1,266,929
Other Operating Expenses				31,639,303		157,559,681		26,557,714		197,018,650		42,397,747		48,604,579		17,903,271		389,791,765		46,719,180		15,979,700
	Electric Operating Margin		$	1,813,649	$	13,217,162	$	3,711,344	$	15,895,750	$	3,440,842	$	5,885,643	$	2,445,703	$	28,226,063	$	4,719,563	$	1,680,336
Other Income				1,063,189		2,090,997		535,863		2,402,610		796,547		1,186,690		443,831		9,105,312		1,254,452		131,957
	Gross Operating Margin		$	2,876,838	$	15,308,159	$	4,247,207	$	18,298,360	$	4,237,389	$	7,072,333	$	2,889,534	$	37,331,375	$	5,974,015	$	1,812,293
Interest on Long-term Debt				1,399,237		7,817,101		1,236,423		10,102,531		2,903,665		3,310,437		1,733,805		20,521,744		3,083,827		1,219,400
Other Deductions				0		160,743		253,599		679,601		15,230		5,471		213,021		10,679		24,880		9,996
		Net Margins	$	1,477,601	$	7,330,315	$	2,757,185	$	7,516,228	$	1,318,494	$	3,756,425	$	942,708	$	16,798,952	$	2,865,308	$	582,897
2007
Operating Revenue & Patronage Capital			$	32,712,706	$	148,597,539	$	32,820,816	$	218,905,109	$	48,921,480	$	57,576,309	$	21,868,316	$	421,526,276	$	54,320,644	$	17,934,469
Depreciation and Amortization				1,697,034		9,248,480		2,162,979		9,828,318		4,417,334		3,908,295		1,976,941		22,016,932		3,645,414		1,181,066
Other Operating Expenses				29,128,158		129,150,222		28,296,063		188,904,391		40,878,147		47,011,256		17,857,902		369,672,591		46,430,546		15,396,587
	Electric Operating Margin		$	1,887,514	$	10,198,837	$	2,361,774	$	20,172,400	$	3,625,999	$	6,656,758	$	2,033,473	$	29,836,753	$	4,244,684	$	1,356,816
Other Income				1,276,241		2,462,624		562,966		3,223,915		422,097		1,181,417		421,326		10,523,948		1,443,786		146,607
	Gross Operating Margin		$	3,163,755	$	12,661,461	$	2,924,740	$	23,396,315	$	4,048,096	$	7,838,175	$	2,454,799	$	40,360,701	$	5,688,470	$	1,503,423
Interest on Long-term Debt				1,439,087		7,522,348		1,293,646		9,412,113		2,812,518		3,162,234		1,593,158		20,066,945		3,060,090		1,185,033
Other Deductions				—		141,429		268,434		64,298		133,681		3,439		216,827		11,315		21,185		10,038
		Net Margins	$	1,724,668	$	4,997,684	$	1,362,660	$	13,919,904	$	1,101,897	$	4,672,502	$	644,814	$	20,282,441	$	2,607,195	$	308,352
			Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri-County		Upson		Walton		Washington				MEMBER TOTAL
2009
Operating Revenue & Patronage Capital			$	179,290,988	$	37,161,158	$	38,227,735	$	26,213,280	$	41,105,598	$	13,805,516	$	225,444,767	$	37,785,646			$	3,527,885,742
Depreciation and Amortization				8,954,270		1,880,572		2,585,439		1,496,167		2,991,988		725,973		11,329,355		2,029,471				203,285,256
Other Operating Expenses				162,372,897		31,109,577		31,235,594		22,011,834		32,804,816		12,201,233		202,776,422		32,873,634				3,042,336,862
	Electric Operating Margin		$	7,963,821	$	4,171,009	$	4,406,702	$	2,705,279	$	5,308,794	$	878,310	$	11,338,990	$	2,882,541			$	282,263,625
Other Income				2,250,672		458,925		898,042		393,905		668,984		500,916		4,866,475		564,568				67,954,234
	Gross Operating Margin		$	10,214,493	$	4,629,934	$	5,304,744	$	3,099,184	$	5,977,778	$	1,379,226	$	16,205,465	$	3,447,109			$	350,217,859
Interest on Long-term Debt			$	5,628,328	$	1,479,071	$	2,383,653	$	1,308,527	$	2,815,134	$	615,385	$	7,307,178	$	1,602,940				174,605,567
Other Deductions				179,851		0		46,673		132,836		47,653		15,843		366,226		0				11,072,027
		Net Margins	$	4,406,314	$	3,150,863	$	2,874,418	$	1,657,821	$	3,114,991	$	747,998	$	8,532,061	$	1,844,169			$	164,540,266
2008
Operating Revenue & Patronage Capital			$	167,914,436	$	34,954,944	$	36,881,011	$	25,090,092	$	38,719,433	$	12,617,103	$	215,804,707	$	35,422,107			$	3,471,324,928
Depreciation and Amortization				8,294,183		1,770,263		2,388,039		1,394,617		2,804,867		706,272		10,454,227		1,940,870				188,902,346
Other Operating Expenses				151,416,234		31,703,326		30,068,754		21,799,647		32,274,730		11,191,448		194,776,401		31,675,740				3,051,933,714
	Electric Operating Margin		$	8,204,019	$	1,481,355	$	4,424,218	$	1,895,828	$	3,639,836	$	719,383	$	10,574,079	$	1,805,497			$	230,488,868
Other Income				5,271,751		508,352		797,109		258,022		614,205		380,856		13,846,887		451,418				71,594,867
	Gross Operating Margin		$	13,475,770	$	1,989,707	$	5,221,327	$	2,153,850	$	4,254,041	$	1,100,239	$	24,420,966	$	2,256,915			$	302,083,735
Interest on Long-term Debt				5,628,225		1,290,784		2,184,040		1,317,674		2,766,483		589,745		6,509,618		1,519,910				163,131,768
Other Deductions				121,000		—		52,689		78,868		84,870		16,425		635,090		—				11,667,269
		Net Margins	$	7,726,545	$	698,923	$	2,984,598	$	757,308	$	1,402,688	$	494,069	$	17,276,258	$	737,005			$	127,284,698
2007
Operating Revenue & Patronage Capital			$	156,616,211	$	31,996,440	$	35,877,006	$	24,573,553	$	35,484,059	$	12,140,896	$	212,583,698	$	34,561,850			$	3,271,958,366
Depreciation and Amortization				7,529,727		1,622,224		2,171,673		1,318,772		2,547,761		685,034		9,680,728		1,863,834				178,223,635
Other Operating Expenses				138,895,981		28,718,051		29,686,946		21,565,274		29,437,637		10,696,900		190,961,740		30,207,164				2,859,028,991
	Electric Operating Margin		$	10,190,503	$	1,656,165	$	4,018,387	$	1,689,507	$	3,498,661	$	758,962	$	11,941,230	$	2,490,852			$	234,705,740
Other Income				2,953,342		685,365		929,373		360,824		544,801		621,840		9,780,798		527,815				78,189,679
	Gross Operating Margin		$	13,143,845	$	2,341,530	$	4,947,760	$	2,050,331	$	4,043,462	$	1,380,802	$	21,722,028	$	3,018,667			$	312,895,419
Interest on Long-term Debt				5,177,679		1,167,244		2,052,523		1,295,258		2,495,760		569,917		5,013,107		1,511,947				151,851,859
Other Deductions				22,853		—		47,647		80,080		103,414		15,652		630,867		—				12,027,670
		Net Margins	$	7,943,313	$	1,174,286	$	2,847,590	$	674,993	$	1,444,288	$	795,233	$	16,078,054	$	1,506,720			$	149,015,890

FINANCIAL AND STATISTICAL INFORMATION FOR THE
39 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 6
CONDENSED BALANCE SHEET INFORMATION OF EACH MEMBER
(as of December 31)

				Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette		Diverse
2009
ASSETS
	Total Utility Plant(2)			$	85,466,036	$	172,348,625	$	111,960,892	$	211,076,239	$	182,362,414	$	72,858,856	$	694,465,411	$	194,300,986	$	274,216,719	$	130,437,663
	Depreciation				24,810,238		44,831,845		31,507,777		43,743,414		34,729,043		12,935,430		159,772,838		49,357,671		67,840,965		46,637,625
		Net Plant			60,655,798		127,516,780		80,453,115		167,332,825		147,633,371		59,923,426		534,692,573		144,943,315		206,375,754		83,800,038
	Other Assets				31,405,252		26,178,662		23,026,303		52,946,499		45,284,682		13,224,193		342,525,194		54,446,727		75,352,778		22,427,920
			Total Assets	$	92,061,050	$	153,695,442	$	103,479,418	$	220,279,324	$	192,918,053	$	73,147,619	$	877,217,767	$	199,390,042	$	281,728,532	$	106,227,958
EQUITY & LIABILITIES
	Equity			$	60,744,223	$	61,275,186	$	37,495,183	$	70,362,318	$	62,062,773	$	23,300,076	$	269,466,802	$	83,003,915	$	82,414,714	$	45,897,616
	Long-term Debt				22,756,047		56,535,086		49,759,605		114,534,894		111,796,426		42,514,451		419,346,548		83,011,335		174,126,448		47,646,082
	Other Liabilities				8,560,780		35,885,150		16,224,630		35,382,112		19,058,854		7,333,092		188,404,417		33,374,792		25,187,370		12,684,260
		Total Equity and Liabilities		$	92,061,050	$	153,695,422	$	103,479,418	$	220,279,324	$	192,918,053	$	73,147,619	$	877,217,767	$	199,390,042	$	281,728,532	$	106,227,958
2008
ASSETS
	Total Utility Plant(2)			$	82,495,551	$	167,046,816	$	107,108,995	$	206,128,177	$	176,108,011	$	67,909,550	$	650,704,629	$	186,117,283	$	267,256,930	$	124,153,498
	Depreciation				22,773,534		41,897,122		32,599,847		38,776,346		30,501,372		12,075,581		134,885,908		45,458,964		64,198,988		43,390,277
		Net Plant			59,722,017		125,149,694		74,509,148		167,351,831		145,606,639		55,833,969		515,818,721		140,658,319		203,057,942		80,763,221
	Other Assets				32,186,462		20,071,476		19,000,130		39,724,406		36,401,524		14,116,142		331,876,450		50,730,588		60,990,505		21,451,335
			Total Assets	$	91,908,479	$	145,221,170	$	93,509,278	$	207,076,237	$	182,008,163	$	69,950,111	$	847,695,171	$	191,388,907	$	264,048,447	$	102,214,556
EQUITY & LIABILITIES
	Equity			$	58,967,436	$	58,983,153	$	34,912,014	$	66,739,541	$	61,174,119	$	21,528,070	$	256,287,951	$	82,328,497	$	75,378,036	$	45,205,340
	Long-term Debt				23,733,197		55,332,341		39,056,075		103,380,963		98,578,433		41,640,303		385,174,620		78,587,966		136,488,542		44,995,652
	Other Liabilities				9,207,846		30,905,676		19,541,189		36,955,733		22,255,611		6,781,738		206,232,600		30,472,444		52,181,869		12,013,564
		Total Equity and Liabilities		$	91,908,479	$	145,221,170	$	93,509,278	$	207,076,237	$	182,008,163	$	69,950,111	$	847,695,171	$	191,388,907	$	264,048,447	$	102,214,556
2007
ASSETS
	Total Utility Plant(2)			$	79,713,398	$	160,949,116	$	101,850,091	$	192,880,900	$	168,967,910	$	63,605,531	$	617,716,224	$	174,771,455	$	251,599,738	$	110,660,407
	Depreciation				21,172,829		39,889,725		33,152,951		37,086,124		28,360,162		11,625,531		118,476,223		41,111,016		58,415,901		39,690,389
		Net Plant			58,540,569		121,059,391		68,697,140		155,794,776		140,607,748		51,980,000		499,240,001		133,660,439		193,183,837		70,970,018
	Other Assets				31,515,701		21,440,776		19,087,496		43,652,662		36,162,398		12,526,765		315,272,091		55,809,764		57,079,263		16,520,755
			Total Assets	$	90,056,270	$	142,500,167	$	87,784,636	$	199,447,438	$	176,770,146	$	64,506,765	$	814,512,092	$	189,470,203	$	250,263,100	$	87,490,773
EQUITY & LIABILITIES
	Equity			$	58,668,872	$	59,140,663	$	32,678,895	$	64,855,484	$	60,557,734	$	19,936,206	$	256,449,237	$	82,730,590	$	67,926,515	$	44,116,010
	Long-term Debt				22,769,872		51,169,460		43,532,777		99,394,624		101,351,108		29,307,627		363,883,062		95,345,824		141,180,691		32,048,206
	Other Liabilities				8,617,526		32,190,044		11,572,964		35,197,330		14,861,304		15,262,932		194,179,793		11,393,789		41,155,894		11,326,557
		Total Equity and Liabilities		$	90,056,270	$	142,500,167	$	87,784,636	$	199,447,438	$	176,770,146	$	64,506,765	$	814,512,092	$	189,470,203	$	250,263,100	$	87,490,773
				Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Planters		Rayle		Satilla		Sawnee		Slash Pine
2009
ASSETS
	Total Utility Plant(2)			$	35,403,868	$	120,414,622	$	47,341,244	$	61,333,046	$	149,276,158	$	56,567,229	$	81,753,024	$	163,622,247	$	452,555,896	$	28,926,220
	Depreciation				5,946,359		22,382,135		11,566,487		12,156,354		37,381,427		16,810,302		25,177,798		29,389,871		84,907,983		7,432,409
		Net Plant			29,457,509		98,032,487		35,774,757		49,176,692		111,894,731		39,756,927		56,575,226		134,232,376		367,647,913		21,493,811
	Other Assets				7,470,635		21,468,485		9,816,636		14,168,872		32,623,849		17,723,181		12,369,094		39,890,050		116,380,094		8,252,055
			Total Assets	$	36,928,144	$	119,500,972	$	45,591,393	$	63,345,564	$	144,518,580	$	57,480,108	$	68,944,320	$	174,122,426	$	484,028,007	$	29,745,866
EQUITY & LIABILITIES
	Equity			$	12,965,145	$	63,394,032	$	18,333,258	$	19,966,574	$	44,067,629	$	26,806,603	$	18,592,014	$	68,829,466	$	167,385,716	$	10,533,186
	Long-term Debt				20,204,855		38,942,097		20,857,301		31,110,693		84,406,138		26,209,875		41,909,778		61,713,232		259,302,209		11,866,565
	Other Liabilities				3,758,144		17,164,843		6,400,834		12,268,297		16,044,813		4,463,630		8,442,528		43,579,728		57,340,082		7,346,115
		Total Equity and Liabilities		$	36,928,144	$	119,500,972	$	45,591,393	$	63,345,564	$	144,518,580	$	57,480,108	$	68,944,320	$	174,122,426	$	484,028,007	$	29,745,866
2008
ASSETS
	Total Utility Plant(2)			$	33,658,534	$	116,535,708	$	45,513,358	$	58,838,910	$	145,389,564	$	54,419,037	$	79,167,821	$	154,288,304	$	437,409,703	$	27,327,689
	Depreciation				5,589,012		20,465,781		10,810,763		11,271,809		34,847,741		16,093,821		23,611,687		27,911,642		75,580,648		6,970,853
		Net Plant			28,069,522		96,069,927		34,702,595		47,567,101		110,541,823		38,325,216		55,556,134		126,376,662		361,829,055		20,356,836
	Other Assets				7,474,938		19,548,409		8,908,057		13,978,032		26,761,701		15,626,779		11,930,590		40,317,030		85,853,895		8,133,585
			Total Assets	$	35,544,460	$	115,618,336	$	43,610,652	$	61,545,133	$	137,303,524	$	53,951,995	$	67,486,724	$	166,693,692	$	447,682,950	$	28,490,421
EQUITY & LIABILITIES
	Equity			$	12,683,344	$	61,566,287	$	17,239,189	$	19,368,961	$	42,340,867	$	24,758,076	$	16,959,117	$	61,809,620	$	152,398,666	$	9,620,890
	Long-term Debt				15,248,363		40,334,697		20,175,663		32,054,321		82,459,154		25,285,956		41,661,740		62,880,633		240,752,641		12,274,145
	Other Liabilities				7,612,753		13,717,352		6,195,800		10,121,851		12,503,503		3,907,963		8,865,867		42,003,439		54,531,643		6,595,386
		Total Equity and Liabilities		$	35,544,460	$	115,618,336	$	43,610,652	$	61,545,133	$	137,303,524	$	53,951,995	$	67,486,724	$	166,693,692	$	447,682,950	$	28,490,421
2007
ASSETS
	Total Utility Plant(2)			$	30,653,167	$	109,535,852	$	43,648,393	$	55,450,664	$	140,788,522	$	51,300,300	$	74,527,512	$	146,669,772	$	417,376,651	$	25,980,211
	Depreciation				5,346,915		18,749,803		10,073,548		10,037,558		32,780,439		14,913,168		21,912,852		24,873,565		70,251,603		6,452,064
		Net Plant			25,306,252		90,786,049		33,574,845		45,413,106		108,008,083		36,387,132		52,614,660		121,796,207		347,125,048		19,528,147
	Other Assets				6,911,379		20,723,819		8,379,085		12,786,941		23,187,925		14,956,667		12,915,427		34,337,538		148,336,152		8,070,197
			Total Assets	$	32,217,631	$	111,509,868	$	41,953,930	$	58,200,047	$	131,196,008	$	51,343,799	$	65,530,087	$	156,133,745	$	495,461,200	$	27,598,344
EQUITY & LIABILITIES
	Equity			$	12,074,173	$	59,675,211	$	16,103,716	$	18,748,778	$	42,025,900	$	23,807,487	$	17,303,775	$	54,446,363	$	139,479,816	$	9,116,969
	Long-term Debt				15,786,894		33,549,024		19,943,709		31,490,159		78,193,125		23,476,540		40,904,941		64,747,741		311,458,530		12,670,631
	Other Liabilities				4,356,564		18,285,633		5,906,505		7,961,110		10,976,983		4,059,772		7,321,371		36,939,641		44,522,854		5,810,744
		Total Equity and Liabilities		$	32,217,631	$	111,509,868	$	41,953,930	$	58,200,047	$	131,196,008	$	51,343,799	$	65,530,087	$	156,133,745	$	495,461,200	$	27,598,344

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

(2)

Including construction work in progress.

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FINANCIAL AND STATISTICAL INFORMATION FOR THE 39 MEMBERS OF OGLETHORPE POWER CORPORATION
FINANCIAL AND STATISTICAL INFORMATION FOR THE 39 MEMBERS OF OGLETHORPE POWER CORPORATION
FINANCIAL AND STATISTICAL INFORMATION FOR THE 39 MEMBERS OF OGLETHORPE POWER CORPORATION
FINANCIAL AND STATISTICAL INFORMATION FOR THE 39 MEMBERS OF OGLETHORPE POWER CORPORATION
FINANCIAL AND STATISTICAL INFORMATION FOR THE 39 MEMBERS OF OGLETHORPE POWER CORPORATION