10-K

QuickLinks -- Click here to rapidly navigate through this document

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

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
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. 33-7591

(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
	Securities registered pursuant to Section 12(b) of the Act:	None
	Securities registered pursuant to Section 12(g) of the Act:	None

       Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  Noý

       Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ý No o

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

       Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer ý

       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

       State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. None

       Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The Registrant is a membership corporation and has no authorized or outstanding equity securities.

       Documents Incorporated by Reference: None

OGLETHORPE POWER CORPORATION

2006 FORM 10-K ANNUAL REPORT

Table of Contents

ITEM		Page
PART I
1	Business	1
	Oglethorpe Power Corporation	1
	Oglethorpe's Power Supply Resources	7
	The Members and Their Power Supply Resources	9
	Environmental and Other Regulation	13
1A	Risk Factors	19
1B	Unresolved Staff Comments	22
2	Properties	23
3	Legal Proceedings	28
4	Submission of Matters to a Vote of Security Holders	28
PART II
5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
6	Selected Financial Data	29
7	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
7A	Quantitative and Qualitative Disclosures About Market Risk	45
8	Financial Statements and Supplementary Data	50
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	78
9A	Controls and Procedures	78
9B	Other Information	78
PART III
10	Directors, Executive Officers and Corporate Governance	79
11	Executive Compensation	83
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	88
13	Certain Relationships and Related Transactions, and Director Independence	88
14	Principal Accountant Fees and Services	89
PART IV
15	Exhibits and Financial Statement Schedules	91
	SIGNATURES	107

i

SELECTED DEFINITIONS

        The following terms used in this report have the meanings indicated below:

Term	Meaning
CFC	National Rural Utilities Cooperative Finance Corporation
EMC	Electric Membership Corporation
FERC	Federal Energy Regulatory Commission
FFB	Federal Financing Bank
GPC	Georgia Power Company
GPSC	Georgia Public Service Commission
GSOC	Georgia System Operations Corporation
GTC	Georgia Transmission Corporation (An Electric Membership Corporation)
MEAG	Municipal Electric Authority of Georgia
NRC	Nuclear Regulatory Commission
RUS	Rural Utilities Service
SEPA	Southeastern Power Administration
SNOC	Southern Nuclear Operating Company

ii

PART I

ITEM 1. BUSINESS

OGLETHORPE POWER CORPORATION

General

    Oglethorpe Power Corporation (An Electric Membership Corporation) ("Oglethorpe") is a Georgia electric membership corporation incorporated in 1974 and headquartered in metropolitan Atlanta. Oglethorpe is owned by 38 retail electric distribution cooperative members (the "Members"). Oglethorpe's principal business is providing wholesale electric power to the Members. As with cooperatives generally, Oglethorpe operates on a not-for-profit basis. Oglethorpe is the largest electric cooperative in the United States in terms of operating revenues, assets, kilowatt-hour ("kWh") sales and, through the Members, consumers served. Oglethorpe has 161 employees.

    The Members are local consumer-owned distribution cooperatives providing retail electric service on a not-for-profit basis. In general, the customer base of the Members consists of residential, commercial and industrial consumers within specific geographic areas. The Members serve approximately 1.6 million electric consumers (meters) representing approximately 4 million people. (See ''THE MEMBERS AND THEIR POWER SUPPLY RESOURCES.")

    Oglethorpe's mailing address is 2100 East Exchange Place, Tucker, Georgia 30084-5336, and its telephone number is (770) 270-7600.

Cooperative Principles

    Cooperatives like Oglethorpe are business organizations owned by their members, which are also either their wholesale or retail customers. As not-for-profit organizations, cooperatives are intended to provide services to their members at the lowest possible cost, in part by eliminating the need to produce profits or a return on equity. Cooperatives may make sales to non-members, the effect of which is generally to reduce costs to members. Today, cooperatives operate throughout the United States in such diverse areas as utilities, agriculture, irrigation, insurance and credit.

    All cooperatives are based on similar business principles and legal foundations. Generally, an electric cooperative designs its rates to recover its cost-of-service and to collect a reasonable amount of revenues in excess of expenses, which constitutes margins. The margins increase patronage capital, which is the equity component of a cooperative's capitalization. Any such margins are considered capital contributions (that is, equity) from the members and are held for the accounts of the members and returned to them when the board of directors of the cooperative deems it prudent to do so. The timing and amount of any actual return of capital to the members depends on the financial goals of the cooperative and the cooperative's loan and security agreements.

Power Supply Business

    Oglethorpe provides wholesale electric service to the 38 Members for a substantial portion of their power requirements from a combination of its generation assets and power purchased from power marketers and other suppliers. Oglethorpe provides this service pursuant to long-term, take-or-pay Amended and Restated Wholesale Power Contracts, dated January 1, 2003, and amended as of June 1, 2005 (the "Wholesale Power Contracts"). The Wholesale Power Contracts obligate the Members jointly and severally to pay rates sufficient to recover all the costs of owning and operating Oglethorpe's power supply business. The Members satisfy all of their power requirements above their Oglethorpe purchase obligations with purchases from other suppliers. (See "THE MEMBERS AND THEIR POWER SUPPLY RESOURCES – Member Power Supply Resources.")

    Oglethorpe has interests in 24 generating units. These units provide Oglethorpe with a total of 4,744 megawatts ("MW") of nameplate capacity, consisting of 1,501 MW of coal-fired capacity, 1,185 MW of nuclear-fueled capacity, 632 MW of pumped storage hydroelectric capacity, 1,411 MW of gas-fired capacity (206 MW of which is capable of running on oil) and 15 MW of oil-fired combustion turbine capacity.

    Oglethorpe purchases a total of approximately 300 MW of power pursuant to long-term power purchase agreements. (See "OGLETHORPE'S POWER SUPPLY RESOURCES" and "PROPERTIES – Generating Facilities.")

1

    In 2006, two of Oglethorpe's Members, Cobb EMC and Jackson EMC, accounted for 13.9% and 11.8% of Oglethorpe's total revenues, respectively. None of the other Members accounted for as much as 10% of Oglethorpe's total revenues in 2006.

Wholesale Power Contracts

    Oglethorpe has substantially similar Wholesale Power Contracts with each Member extending through December 31, 2050. Under the Wholesale Power Contracts, each Member is unconditionally obligated, on an express "take-or-pay" basis, for a fixed percentage of the capacity costs (referred to as a "percentage capacity responsibility") of each of Oglethorpe's generation and purchased power resources. Each Wholesale Power Contract specifically provides that the Member must make payments whether or not power is delivered and whether or not a plant has been sold or is otherwise unavailable. Oglethorpe is obligated to use its reasonable best efforts to operate, maintain and manage its resources in accordance with prudent utility practices.

    Percentage capacity responsibilities have been assigned to all of Oglethorpe's generation and purchased power resources. Percentage capacity responsibilities for any future resource will be assigned only to Members choosing to participate in that resource. The Wholesale Power Contracts provide that each Member is jointly and severally responsible for all costs and expenses of all existing generation and purchased power resources, as well as for any approved (as described below) future resources, whether or not such Member has elected to participate in such future resource. For resources so approved in which less than all Members participate, costs are shared first among the participating Members, and if all participating Members default, each non-participating Member is expressly obligated to pay a proportionate share of such default.

    To acquire future resources, Oglethorpe is required to obtain the approval of 75% of Oglethorpe's Directors, 75% of the Members and Members representing 75% of the patronage capital of Oglethorpe. Certain resource modifications can be made by Oglethorpe if approved by more than 50% of Directors and 50% of the Members.

    Under the Wholesale Power Contracts, Oglethorpe is not obligated to provide all of the Members' capacity and energy requirements. Individual Members must satisfy all of their requirements above their Oglethorpe purchase obligations from other suppliers, unless Oglethorpe and the Members agree that Oglethorpe will supply additional capacity and associated energy, subject to the approval requirements described above. In 2006, energy supplied by Oglethorpe accounted for approximately 66% of the Members' retail energy requirements. (See "THE MEMBERS AND THEIR POWER SUPPLY RESOURCES – Member Power Supply Resources.")

    Under the Wholesale Power Contracts, each Member must establish rates and conduct its business in a manner that will enable the Member to pay (i) to Oglethorpe when due, all amounts payable by the Member under its Wholesale Power Contract and (ii) any and all other amounts payable from, or which might constitute a charge or a lien upon, the revenues and receipts derived from the Member's electric system, including all operation and maintenance expenses and the principal of, premium, if any, and interest on all indebtedness related to the Member's electric system.

New Business Model Member Agreement

    In 2003, Oglethorpe and its Members entered into a New Business Model Member Agreement. The agreement requires Member approval for Oglethorpe to undertake certain activities. It does not limit Oglethorpe's ability to own, manage, control and operate its resources or perform its functions under the Wholesale Power Contracts.

    Oglethorpe may not provide services unrelated to its resources or its functions under the Wholesale Power Contracts if such services would require it to incur indebtedness, provide a guarantee or make any loan or investment, unless approved by 75% of Oglethorpe's Board of Directors, 75% of the Members, and Members representing 75% of the patronage capital of Oglethorpe. Oglethorpe may provide any other such service to a Member so long as (1) doing so would not create a conflict of interest with respect to other Members, (2) such service is being provided to all Members or (3) such service has received the three-part 75% approval described above.

2

Electric Rates

    Each Member is required to pay Oglethorpe for capacity and energy furnished under its Wholesale Power Contract in accordance with rates established by Oglethorpe. Oglethorpe reviews its rates at such intervals as it deems appropriate but is required to do so at least once every year. Oglethorpe is required to revise its rates as necessary so that the revenues derived from its rates, together with its revenues from all other sources, will be sufficient to pay all costs of its system, to provide for reasonable reserves and to meet all financial requirements.

    Oglethorpe's principal financial requirements are contained in the Indenture, dated as of March 1, 1997, from Oglethorpe to U.S. Bank National Association, as trustee (successor to SunTrust Bank, as trustee) (as supplemented, the "Mortgage Indenture"). Under the Mortgage Indenture, Oglethorpe is required, subject to any necessary regulatory approval, to establish and collect rates which are reasonably expected, together with other revenues of Oglethorpe, to yield a Margins for Interest Ratio for each fiscal year equal to at least 1.10. "Margins for Interest Ratio" is the ratio of "Margins for Interest" to total "Interest Charges" for a given period. Margins for Interest is the sum of:

•

net margins of Oglethorpe (which includes revenues of Oglethorpe subject to refund at a later date but excludes provisions for (i) non-recurring charges to income, including the non-recoverability of assets or expenses, except to the extent Oglethorpe determines to recover such charges in rates, and (ii) refunds of revenues collected or accrued subject to refund), plus

•

interest charges, whether capitalized or expensed, on all indebtedness secured under the Mortgage Indenture or by a lien equal or prior to the lien of the Mortgage Indenture, including amortization of debt discount or premium on issuance, but excluding interest charges on indebtedness assumed by Georgia Transmission Corporation ("Interest Charges"), plus

•

any amount included in net margins for accruals for federal or state income taxes imposed on income after deduction of interest expense.

    Margins for Interest takes into account any item of net margin, loss, gain or expenditure of any affiliate or subsidiary of Oglethorpe only if Oglethorpe has received such net margins or gains as a dividend or other distribution from such affiliate or subsidiary or if Oglethorpe has made a payment with respect to such losses or expenditures.

    The formulary rate established by Oglethorpe in the rate schedule to the Wholesale Power Contracts employs a rate methodology under which all categories of costs are specifically separated as components of the formula to determine Oglethorpe's revenue requirements. The rate schedule also implements the responsibility for fixed costs assigned to each Member (that is, the Member's percentage capacity responsibility). The monthly charges for capacity and other non-energy charges are based on Oglethorpe's annual budget. Such capacity and other non-energy charges may be adjusted by the Board of Directors, if necessary, during the year through an adjustment to the annual budget. Energy charges reflect the pass-through of actual energy costs, including fuel costs, variable operations and maintenance costs and purchased energy costs. (See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Summary of Cooperative Operations – Rates and Regulation.")

    The rate schedule formula also includes a prior period adjustment mechanism designed to ensure that Oglethorpe achieves the minimum 1.10 Margins for Interest Ratio. Amounts, if any, by which Oglethorpe fails to achieve a minimum 1.10 Margins for Interest Ratio are accrued as of December 31 of the applicable year and collected from the Members during the period April through December of the following year. The rate schedule formula is intended to provide for the collection of revenues which, together with revenues from all other sources, are equal to all costs and expenses recorded by Oglethorpe, plus amounts necessary to achieve at least the minimum 1.10 Margins for Interest Ratio.

    Under the Mortgage Indenture and related loan contract with the Rural Utilities Service ("RUS"), adjustments to Oglethorpe's rates to reflect changes in Oglethorpe's budgets are generally not subject to RUS approval. Changes to the rate schedule under the Wholesale Power Contracts are generally subject to RUS approval. Oglethorpe's rates are not subject to the approval of any other federal or state agency or authority, including the Georgia Public Service Commission (the "GPSC").

3

Relationship with Smarr EMC

    Smarr EMC is a Georgia electric membership corporation owned by 36 of Oglethorpe's 38 Members. Smarr EMC owns two combustion turbine facilities with aggregate capacity of 709 MW. Oglethorpe provides operations, financial and management services for Smarr EMC. (See "THE MEMBERS AND THEIR POWER SUPPLY RESOURCES – Member Power Supply Resources.")

Relationship with GTC

    Oglethorpe, the 38 Members and Flint EMC are members of Georgia Transmission Corporation (An Electric Membership Corporation) ("GTC"), which was formed in 1997 to own and operate the transmission business previously owned by Oglethorpe. GTC provides transmission services to its members for delivery of the members' power purchases from Oglethorpe and other power suppliers. GTC also provides transmission services to third parties. Oglethorpe has entered into an agreement with GTC to provide transmission services for third party transactions and for service to Oglethorpe's own facilities.

    In 1997, GTC assumed certain indebtedness associated with pollution control bonds ("PCBs") originally issued on behalf of Oglethorpe. If GTC fails to satisfy its obligations under this debt, Oglethorpe would then remain liable for any unsatisfied amounts. (See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Financial Condition – Off-Balance Sheet Arrangements.")

    GTC has rights in the Integrated Transmission System, which consists of transmission facilities owned by GTC, Georgia Power Company ("GPC"), the Municipal Electric Authority of Georgia ("MEAG") and the City of Dalton ("Dalton"). Through agreements, common access to the combined facilities that compose the Integrated Transmission System enables the owners to use their combined resources to make deliveries to or for their respective consumers, to provide transmission service to third parties and to make off-system purchases and sales. The Integrated Transmission System was established in order to obtain the benefits of a coordinated development of the parties' transmission facilities and to make it unnecessary for any party to construct duplicative facilities.

Relationship with GSOC

    Oglethorpe, GTC and the 38 Members are members of Georgia System Operations Corporation ("GSOC"), which was formed in 1997 to own and operate the system operations business previously owned by Oglethorpe. GSOC operates the system control center and currently provides system operations services and administrative support services to Oglethorpe and to GTC. Oglethorpe has contracted with GSOC to schedule and dispatch Oglethorpe's resources. Oglethorpe also purchases from GSOC services that GSOC purchases from GPC under the Control Area Compact, which Oglethorpe co-signed with GSOC. (See "THE MEMBERS AND THEIR POWER SUPPLY RESOURCES – Members' Relationship with GTC and GSOC.") GSOC provides support services to Oglethorpe in the areas of accounting, auditing, communications, human resources, facility management, telecommunications and information technology at cost-based rates.

    Oglethorpe has a modest amount of loans (approximately $9 million) outstanding to GSOC, primarily for the purpose of finanacing capital expenditures.

    GTC has contracted with GSOC to provide certain transmission system operation services including reliability monitoring, switching operations, and the real-time management of the transmission system.

Relationship with RUS

    Historically, federal loan programs administered by RUS have provided the principal source of financing for electric cooperatives. Loans guaranteed by RUS and made by the Federal Financing Bank ("FFB") have been a major source of funding for Oglethorpe. However, the availability and magnitude of RUS-guaranteed loan funds is subject to annual federal budget appropriations and thus cannot be assured. Currently, RUS-guaranteed loan funds are subject to increased uncertainty because of budgetary pressures faced by Congress. The budget proposal for fiscal year 2008 submitted by President Bush asserts that the RUS loan program is no longer necessary for the construction of new generating plants. Further, RUS has indicated that the Administration's position is that RUS will no longer provide loan guarantees for new baseload generation. Although Congress has historically rejected proposals to dramatically curtail the RUS loan program,

4

there can be no assurances that it will continue to do so. Because of these factors, Oglethorpe cannot predict the amount or cost of RUS-guaranteed loans that may be available to Oglethorpe in the future.

    Oglethorpe has a loan contract with RUS in connection with the Mortgage Indenture. Under the loan contract, RUS has approval rights over certain significant actions and arrangements, including, without limitation,

•

significant additions to or dispositions of system assets,

•

significant power purchase and sale contracts,

•

changes to the Wholesale Power Contracts and the rate schedule contained therein,

•

changes to plant ownership and operating agreements, and

•

in limited circumstances, issuance of additional secured debt.

    The extent of RUS's approval rights under the loan contract with Oglethorpe is substantially less than the supervision and control RUS has traditionally exercised over borrowers under its standard loan and security documentation. In addition, the Mortgage Indenture improves Oglethorpe's ability to borrow funds in the public capital markets relative to RUS's standard mortgage. The Mortgage Indenture constitutes a lien on substantially all of the owned tangible and certain intangible property of Oglethorpe.

Relationship with GPC

    Oglethorpe's relationship with GPC is a significant factor in several aspects of Oglethorpe's business. GPC is responsible for the operation of all of Oglethorpe's co-owned generating facilities, except Rocky Mountain, on behalf of itself as a co-owner and as agent for the other co-owners. GPC supplies services to Oglethorpe and GSOC to support the scheduling and dispatch of Oglethorpe's resources, including off-system transactions. GPC and the Members are competitors in the State of Georgia for electric service to any new customer that has a choice of supplier under the Georgia Territorial Electric Service Act, which was enacted in 1973 (the "Territorial Act"). For further information regarding the agreements with GPC and Oglethorpe's and the Members' relationships with GPC, see "THE MEMBERS AND THEIR POWER SUPPLY RESOURCES – Service Area and Competition" herein and "PROPERTIES – Fuel Supply," "– Co-Owners of Plants – Georgia Power Company" and "– The Plant Agreements."

Competition

    Under current Georgia law, the Members generally have the exclusive right to provide retail electric service in their respective territories. Since 1973, however, the Territorial Act has permitted limited competition among electric utilities located in Georgia for sales of electricity to certain large commercial or industrial customers. The owner of any new facility may receive electric service from the power supplier of its choice if the facility is located outside of municipal limits and has a connected load upon initial full operation of 900 kilowatts or more. The Members are actively engaged in competition with other retail electric suppliers for these new commercial and industrial loads. While the competition for 900-kilowatt loads represents only limited competition in Georgia, this competition has given the Members the opportunity to develop resources and strategies to prepare for a more competitive market.

    Some states have implemented varying forms of retail competition among power suppliers. No legislation related to retail competition has yet been enacted in Georgia, and no bill is currently pending in the Georgia legislature which would amend the Territorial Act or otherwise affect the exclusive right of the Members to supply power to their current service territories. The GPSC does not have the authority under Georgia law to order retail competition or amend the Territorial Act.

    Oglethorpe cannot predict at this time the outcome of the various developments that may lead to increased competition in the electric utility industry or the effect of such developments on Oglethorpe or the Members. Nonetheless, Oglethorpe has taken several steps to prepare for and adapt to the fundamental changes that have occurred or appear likely to occur in the electric utility industry and to reduce potential stranded costs. In 1997, Oglethorpe divided itself into separate generation, transmission and system operations companies in order to better serve its Members in a deregulated and competitive environment. Oglethorpe also implemented an interest cost reduction program, which included refinancings and prepayments of various debt issues, that significantly reduced annual interest expense.

5

    Oglethorpe and/or the Members continue to consider a wide array of other potential actions to meet future power supply needs, to reduce costs, to reduce increasing risks of the competitive generation business and to respond to increasing competition. Alternatives that could be considered include:

•

power marketing arrangements or other alliance arrangements;

•

whether potential load fluctuation risks in a competitive retail environment can be shifted to other wholesale suppliers;

•

changing the current mix of ownership and purchase arrangements used to meet power supply requirements;

•

construction or acquisition of power supply resources, whether owned by Oglethorpe or by other entities;

•

use of power purchase contracts to meet power supply requirements, and whether to use short, medium or long-term contracts, or a mix of terms;

•

participation in future power supply resources developed by others, whether by ownership or long-term purchase commitment;

•

whether disposition of existing assets or asset classes would be advisable;

•

extensions of nuclear facility licenses;

•

additional ways to extend the maturity of existing indebtedness;

•

potential prepayment of debt;

•

various responses to the proliferation of non-core services offered by electric utilities;

•

mergers or other combinations among distributors or power suppliers; and

•

other regulatory and business changes that may affect relative values of generation classes or have impacts on the electric industry.

    Oglethorpe will continue to consider industry trends and developments, but cannot predict at this time the results of these matters or any action Oglethorpe or the Members might take based thereon. Such consideration necessarily would take account of and are subject to legal, regulatory and contractual (including financing and plant co-ownership arrangements) considerations.

    Many Members are also providing or considering proposals to provide non-traditional products and services such as telecommunications and other services. In 2002, the Georgia legislature enacted legislation empowering the GPSC to authorize Member affiliates to market natural gas. The GPSC is required to condition such authorization on terms designed to ensure that cross-subsidizations do not occur between the electricity services of a Member and the gas activities of its gas affiliates.

    Depending on the nature of the generation business in Georgia, there could be reasons for the Members to separate their physical distribution business from their energy business, or otherwise restructure their current businesses to operate more effectively.

    Further, a Member's power supply planning may include consideration of assignment of its rights and obligations under its Wholesale Power Contract to another Member or a third party. Oglethorpe has existing provisions for Wholesale Power Contract assignment, as well as provisions for a Member to withdraw and concurrently to assign its rights and obligations under its Wholesale Power Contract. Assignments upon withdrawal require the assignee to have certain published credit ratings and to assume all of the withdrawing Member's obligations under its Wholesale Power Contract with Oglethorpe, and must be approved by Oglethorpe's Board of Directors. Assignments without withdrawal are governed by the Wholesale Power Contract and must be approved by both Oglethorpe's Board and RUS.

    From time to time, individual Members may be approached by parties indicating an interest in purchasing their systems. The Wholesale Power Contracts provide that a Member may not dissolve, liquidate or otherwise wind up its affairs without Oglethorpe's approval. A Member generally must obtain approval from Oglethorpe before it may consolidate or merge with any person or reorganize or change the form of its business organization from an electric membership corporation or sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any person, whether in a single transaction or series of transactions. The Member may enter such a transaction without Oglethorpe's approval if specified conditions are satisfied, including, but not limited to, an agreement by the transferee, satisfactory to Oglethorpe, to assume the obligations of the Member under the Wholesale Power Contract, and certifications of

6

accountants as to certain specified financial requirements of the transferee.

    Effective January 1, 2005, one of Oglethorpe's members, Flint EMC, withdrew from Oglethorpe and assigned, with Oglethorpe's consent, its Wholesale Power Contract to Cobb EMC. A portion of the power supply resources covered by the Flint EMC Wholesale Power Contract were allocated to six other Members. Cobb EMC has also acquired Pataula EMC's distribution system and provided Oglethorpe a guarantee of Pataula EMC's payment obligations under its Wholesale Power Contract. Other Members could consider similar arrangements.

Seasonal Variations

    The demand for energy by the Members is influenced by seasonal weather conditions. Historically, Oglethorpe's peak sales have occurred during the months of June through August. Energy revenues track energy costs as they are incurred and also fluctuate month to month. Capacity revenues reflect the recovery of Oglethorpe's fixed costs, which do not vary significantly from month to month; therefore, capacity charges are billed and capacity revenues are recognized in substantially equal monthly amounts.

OGLETHORPE'S POWER SUPPLY RESOURCES

General

    Oglethorpe supplies capacity and energy to the Members for a portion of their requirements from a combination of its generating assets and power purchased from other suppliers. In 2006, energy supplied by Oglethorpe accounted for approximately 66% of the Members' retail energy requirements.

Generating Plants

    Oglethorpe's 24 generating units consist of 30% undivided interests in the Edwin I. Hatch Plant ("Plant Hatch"), the Alvin W. Vogtle Plant ("Plant Vogtle") and the Hal B. Wansley Plant ("Plant Wansley"), a 60% undivided interest in the Plant Robert W. Scherer ("Plant Scherer") Unit No. 1 ("Scherer Unit No. 1"), and the Robert W. Scherer Unit No. 2 ("Scherer Unit No. 2"), a 74.61% undivided interest in the Rocky Mountain Pumped Storage Hydroelectric Facility ("Rocky Mountain"), a 100% interest in the Talbot Energy Facility ("Talbot"), a 100% interest in the Chattahoochee Energy Facility ("Chattahoochee") and a 100% interest in the Doyle I, LLC Generating Plant ("Doyle"), through a power purchase agreement that Oglethorpe treats as a capital lease, all totaling 4,744 MW of nameplate capacity.

    MEAG, Dalton and GPC also have interests in Plants Hatch, Vogtle and Wansley and Scherer Units No. 1 and No. 2. GPC serves as operating agent for these units. GPC also has an interest in Rocky Mountain, which is operated by Oglethorpe.

    See "PROPERTIES" for a description of Oglethorpe's generating facilities, fuel supply and the co-ownership arrangements.

Power Purchase and Sale Arrangements

Power Purchases

    Oglethorpe had an agreement with GPC to purchase capacity and associated energy on a take-or-pay basis. Under this agreement, Oglethorpe purchased 250 MW until March 31, 2006.

    Oglethorpe has a contract through 2019 to purchase approximately 300 MW of capacity from Hartwell Energy Limited Partnership, a joint venture between Centennial Energy Resources, LLC, a subsidiary of MDU Resources Inc., and American National Power, Inc., a subsidiary of International Power PLC.

7

This capacity is provided by two 150 MW gas-fired combustion turbine generating units on a site near Hartwell, Georgia. Oglethorpe has the right to dispatch the units.

    Oglethorpe has an agreement with Morgan Stanley Capital Group, Inc. under which it purchased 141 MW in 2006 and will purchase 153 MW in 2007 and 166 MW in 2008, along with fixed quantities of energy.

    See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Financial Condition – Contractual Obligations" for Oglethorpe's commitments under these power purchase agreements and "Note 4 to Notes to Financial Statements" regarding a power purchase agreement with Doyle I, LLC that Oglethorpe treats as a capital lease. Also see "PROPERTIES – The Plant Agreements – Doyle."

    In addition, Oglethorpe also purchases small amounts of capacity and energy from "qualifying facilities" under the Public Utility Regulatory Policies Act of 1978 ("PURPA"). Under a waiver order from the Federal Energy Regulatory Commission ("FERC"), Oglethorpe historically made all purchases the Members would have otherwise been required to make under PURPA and Oglethorpe was relieved of its obligation to sell certain services to "qualifying facilities" so long as the Members make those sales. Purchases by Oglethorpe from such qualifying facilities provided less than 0.1% of Oglethorpe's energy requirements for the Members in 2006. Under their Wholesale Power Contracts, the Members may now make such purchases instead of Oglethorpe.

Other Power System Arrangements

    Oglethorpe has interchange, transmission and/or short-term capacity and energy purchase or sale agreements with approximately 50 utilities, power marketers and other power suppliers. The agreements provide variously for the purchase and/or sale of capacity and energy and/or for the purchase of transmission service. Oglethorpe is currently using only about [one-fourth] of these agreements, primarily to facilitate the short-term management of its resource portfolio.

Future Power Resources

    In 2005 the co-owners of Plant Vogtle executed an agreement regarding exploration of development of up to two additional nuclear units at the Plant Vogtle site. Oglethorpe has the option to participate in up to 30% of any new project. The co-owners have entered into participation agreements that would govern the rights and obligations of co-owners of the additional units, if any. Oglethorpe is currently participating with the co-owners in the costs of pursuing this option, including preparation and filing of applications to the Nuclear Regulatory Commission ("NRC") for the appropriate permits and licenses. GPC is pursuing a license application schedule that could support a commercial operation date as early as 2015, including the filing in 2006 of an application for an Early Site Permit. The extent of Oglethorpe's ultimate involvement, if any, will be determined during the next two years. Oglethorpe may ultimately elect not to participate in any unit that may be constructed, or elect to participate at less than its current 30% participation. See ''MANAGEMENT DISCUSSION AND ANALYSIS – Financial Condition – Financing Activities" for information about preliminary steps Oglethorpe has taken to procure financing in the event it elects to participate. To the extent Oglethorpe decides not to participate or reduces its participation, GPC will refund all or a pro rata share of the amounts paid by Oglethorpe, with interest. Prior to making a final election to participate, Oglethorpe must obtain the Board of Directors and Member approvals required by the Wholesale Power Contracts (see "OGLETHORPE POWER CORPORATION – Wholesale Power Contracts") as well as RUS approval.

    From time to time, Oglethorpe may assist the Members in investigating potential new power supply resources, after compliance with the terms of the New Business Model Member Agreement (see "OGLETHORPE POWER CORPORATION – New Business Model Member Agreement"). The Members have requested that Oglethorpe assist them with an evaluation of future power supply needs. Oglethorpe has formed an advisory group composed of a representative from each Member purchasing group. Oglethorpe is working with these representatives to identify and evaluate various resources that could serve their future power supply needs. To the extent that resources are identified that meet the needs of the Members, Oglethorpe will assist in the development of those resources, if requested by the Members. Any request by Members for Oglethorpe to construct or otherwise acquire a new power supply resource must be approved in accordance with the Wholesale Power Contracts.

8

THE MEMBERS AND THEIR POWER SUPPLY RESOURCES

Member Demand and Energy Requirements

    The Members are listed below and include 38 of the 42 electric distribution cooperatives in the State of Georgia.

Altamaha EMC
Amicalola EMC
Canoochee EMC
Carroll EMC
Central Georgia EMC
Coastal EMC (d/b/a Coastal Electric Cooperative)
Cobb EMC
Colquitt EMC
Coweta-Fayette EMC
Diverse Power Incorporated, an EMC
Excelsior EMC
Grady EMC GreyStone Power Corporation, an EMC
Habersham EMC
Hart EMC
Irwin EMC
Jackson EMC
Jefferson Energy Cooperative, an EMC
Little Ocmulgee EMC
Middle Georgia EMC
Mitchell EMC
Ocmulgee EMC
Oconee EMC
Okefenoke Rural EMC Pataula EMC
Planters EMC
Rayle EMC
Satilla Rural EMC
Sawnee EMC
Slash Pine EMC
Snapping Shoals EMC
Southern Rivers Energy, Inc., an EMC
Sumter EMC
Three Notch EMC
Tri-County EMC
Upson EMC
Walton EMC
Washington EMC

    The Members serve approximately 1.6 million electric consumers (meters) representing approximately 4 million people. The Members serve a region covering approximately 37,000 square miles, which is approximately 65% of the land area in the State of Georgia, encompassing 150 of the State's 159 counties. Sales by the Members in 2006 amounted to approximately 34 million megawatt hours ("MWh"), with approximately 66% to residential consumers, 31% to commercial and industrial consumers and 3% to other consumers. The Members are the principal suppliers for the power needs of rural Georgia. While the Members do not serve any major cities, portions of their service territories are in close proximity to urban areas and are experiencing substantial growth due to the expansion of urban areas, including metropolitan Atlanta, into suburban areas and the growth of suburban areas into neighboring rural areas. The 38 Members have experienced approximate average annual compound growth rates from 2004 through 2006 of 4% in number of consumers, 5% in MWh sales and 11% in electric revenues.

    The following table shows the aggregate peak demand and energy requirements of the 38 Members for the years 2004 through 2006, and also shows the amounts of energy requirements supplied by Oglethorpe. From 2004 through 2006, demand and energy requirements of the Members increased at an average annual compound growth rate of 5.7% and 4.2%, respectively.

	Member Demand (MW)	Member Energy Requirements (MWh)
	Total (1)	Total (2)	Supplied by Oglethorpe (3)
2004	7,238	32,201,281	29,799,921
2005	7,998	33,618,746	23,721,939
2006	8,094	34,973,868	23,019,482

(1)

System peak hour demand of the Members measured at the Members' delivery points (net of system losses), adjusted to include requirements served by Oglethorpe and Member resources, to the extent known by Oglethorpe, behind the delivery points.

(2)

Retail requirements served by Oglethorpe and Member resources, adjusted to include requirements served by resources, to the extent known by Oglethorpe, behind the delivery points. (See "Member Power Supply Resources" below.)

(3)

Includes energy supplied to Members for resale at wholesale.

9

Service Area and Competition

    The Territorial Act regulates the service rights of all retail electric suppliers in the State of Georgia. Pursuant to the Territorial Act, the GPSC assigned substantially all areas in the State to specified retail suppliers. With limited exceptions, the Members have the exclusive right to provide retail electric service in their respective territories, which are predominately outside of the municipal limits existing at the time the Territorial Act was enacted in 1973. The principal exception to this rule of exclusivity is that electric suppliers may compete for most new retail loads of 900 kilowatts or greater. The GPSC may reassign territory only if it determines that an electric supplier has breached the tenets of public convenience and necessity. The GPSC may transfer service for specific premises only if: (i) the GPSC determines, after joint application of electric suppliers and proper notice and hearing, that the public convenience and necessity require a transfer of service from one electric supplier to another; or (ii) the GPSC finds, after proper notice and hearing, that an electric supplier's service to a premise is not adequate or dependable or that its rates, charges, service rules and regulations unreasonably discriminate in favor of or against the consumer utilizing such premise and the electric utility is unwilling or unable to comply with an order from GPSC regarding such service.

    Since 1973, the Territorial Act has allowed limited competition among electric utilities in Georgia by allowing the owner of any new facility located outside of municipal limits and having a connected load upon initial full operation of 900 kilowatts or greater to receive electric service from the retail supplier of its choice. The Members, with Oglethorpe's support, are actively engaged in competition with other retail electric suppliers for these new commercial and industrial loads. The number of commercial and industrial loads served by the Members continues to increase annually. While the competition for 900-kilowatt loads represents only limited competition in Georgia, this competition has given Oglethorpe and the Members the opportunity to develop resources and strategies to operate in an increasingly competitive market.

    For further information regarding Member competitive activities, see "OGLETHORPE POWER CORPORATION – Competition."

Cooperative Structure

    The Members are cooperatives that operate their systems on a not-for-profit basis. Accumulated margins derived after payment of operating expenses and provision for depreciation constitute patronage capital of the consumers of the Members. Refunds of accumulated patronage capital to the individual consumers may be made from time to time subject to limitations contained in mortgages between the Members and RUS or loan documents with other lenders. The RUS mortgages generally prohibit such distributions unless (1) after any such distribution, the Member's total equity will equal at least 30% of its total assets, or (2) distributions do not exceed 25% of the margins and patronage capital received by the Member in the preceding year and equity is at least 20% (See "Members' Relationship with RUS" below.)

    Oglethorpe is a membership corporation, and the Members are not subsidiaries of Oglethorpe. Except with respect to the obligations of the Members under each Member's Wholesale Power Contract with Oglethorpe and Oglethorpe's rights under such Contracts to receive payment for power and energy supplied, Oglethorpe has no legal interest in (including through a pledge or otherwise), or obligations in respect of, any of the assets, liabilities, equity, revenues or margins of the Members. (See "OGLETHORPE POWER CORPORATION – Wholesale Power Contracts.") Revenues of the Members are, however, pledged under their respective RUS mortgages or loan documents with other lenders.Oglethorpe depends on the revenue received by it from the Members pursuant to the Wholesale Power Contracts to cover the costs of the operation of its power supply business and satisfy its debt service obligations.

Rate Regulation of Members

    Through provisions in the loan documents securing loans to the Members, RUS exercises control and supervision over the rates for the sale of power of the Members that borrow from it. The RUS mortgages of such Members require them to design rates with a view to maintaining an average Times Interest Earned Ratio and an average Debt Service Coverage Ratio of not less than 1.25 and an Operating Times Interest Earned Ratio and an Operating Debt Service Coverage Ratio of not less than 1.10, in each case for the two highest out of every three successive years.

10

    The Georgia Electric Membership Corporation Act, under which each of the Members was formed, requires the Members to operate on a not-for-profit basis and to set rates at levels that are sufficient to recover their costs and to provide for reasonable reserves. The setting of rates by the Members is not subject to approval by any federal or state agency or authority other than RUS, but the Territorial Act prohibits the Members from unreasonable discrimination in the setting of rates, charges, service rules or regulations and requires the Members to obtain GPSC approval of long-term borrowings.

    Cobb EMC, Diverse Power Incorporated, an EMC, Mitchell EMC, Oconee EMC, Snapping Shoals EMC and Walton EMC have paid their RUS indebtedness and are no longer RUS borrowers. Each of these Members now has a rate covenant with its current lender. Other Members may also pursue this option. To the extent that a Member who is not an RUS borrower engages in wholesale sales or sales of transmission service in interstate commerce, it would, in certain circumstances, be subject to regulation by FERC under the Federal Power Act.

Members' Relationship with RUS

    Through provisions in the loan documents securing loans to the Members, RUS also exercises control and supervision over the Members that borrow from it in such areas as accounting, other borrowings, construction and acquisition of facilities, and the purchase and sale of power.

    Historically, federal loan programs providing direct loans from RUS to electric cooperatives have been a major source of funding for the Members. Under the current RUS loan programs, interest rates are based on either Treasury rates or rates being paid on municipal bonds with comparable maturities. Certain borrowers with either low consumer density or higher than average rates and lower than average consumer income are eligible for special loans at 5%. Distribution borrowers are also eligible for loans made by FFB or other lenders and guaranteed by RUS. However, the availability and magnitude of RUS direct and guaranteed loan funds is subject to annual federal budget appropriations and thus cannot be assured. Currently, the availability of RUS loan funds is subject to increased uncertainty because of budgetary pressures faced by Congress. In its 2008 budget proposal, the Administration has not requested funding for the Treasury rate or the municipal bond rate programs, but has requested an increase in funding for the guaranteed rate program. Oglethorpe cannot predict whether the budget ultimately adopted by Congress will include funding for these programs in 2008 or the amount or cost of RUS direct and guaranteed loans that may be available to the Members in the future.

Members' Relationships with GTC and GSOC

    GTC provides transmission services to the Members for delivery of the Members' power purchases from Oglethorpe and other power suppliers. GTC and the Members have entered into Member Transmission Service Agreements (the "MTSAs") under which GTC provides transmission service to the Members pursuant to a transmission tariff. The MTSAs have a minimum term for network service until December 31, 2040. However, the MTSAs include certain elections for load growth above 1995 requirements, with notice to GTC, to be served by others. The MTSAs provide that if a Member elects to purchase a part of its network service elsewhere, it must pay appropriate stranded costs to protect the other Members from any rate increase that could otherwise occur. Under the MTSAs, Members have the right to design, construct and own new distribution substations.

    GSOC has contracts with each of its members, including Oglethorpe and GTC, to provide to them the services that it purchases from GPC under the Control Area Compact, which Oglethorpe co-signed with GSOC. GSOC also provides operation services for the benefit of the Members through agreements with Oglethorpe, including dispatch of Oglethorpe's resources and other power supply resources owned by the Members.

    For additional information about the Members' relationship with GSOC, see "OGLETHORPE POWER CORPORATION – Relationship with GSOC."

Member Power Supply Resources

Oglethorpe Power Corporation

    In 2006, energy supplied by Oglethorpe accounted for approximately 66% of the Members' retail energy requirements. Each Member has a take-or-pay, fixed percentage capacity responsibility for all of Oglethorpe's existing resources. (See "OGLETHORPE POWER CORPORATION – Wholesale Power Contracts.") The Members satisfied all of their requirements above their

11

Oglethorpe purchase obligations with purchases from other suppliers as described below.

Contracts with SEPA

    The Members purchase hydroelectric power from the Southeastern Power Administration ("SEPA") under contracts that extend until 2016. In 2006, the aggregate SEPA allocation to the Members was 562 MW plus associated energy. Each Member must schedule its energy allocation, and each Member has designated Oglethorpe to perform this function. Pursuant to a separate agreement, Oglethorpe will schedule, through GSOC, the Members' SEPA power deliveries. Further, each Member may be required, if certain conditions are met, to contribute funds for capital improvements for Corps of Engineers projects from which its allocation is derived in order to retain the allocation.

Smarr EMC

    The Members participating in the facilities owned by Smarr EMC purchase the output of those facilities pursuant to long-term, take-or-pay power purchase agreements. Smarr EMC owns Smarr Energy Facility, a two-unit, 217 MW gas-fired combustion turbine facility (with 35 participating Members), and Sewell Creek Energy Facility, a four-unit, 492 MW gas-fired combustion turbine facility (with 31 participating Members). Smarr Energy Facility began commercial operation in June 1999, and Sewell Creek Energy Facility began commercial operation in June 2000.

GPC Block Purchase

    Twenty-nine Members have entered into 10-year power supply contracts with GPC under which they will purchase an aggregate of 675 MW of capacity and associated energy. Delivery under the agreements began January 1, 2005.

Other Member Resources

    Members are obtaining their other power supply requirements from various sources. Thirty Members have entered into contracts with third parties for all of their incremental power requirements, with remaining terms ranging from 4 to 11 years. The other Members use a portfolio of power purchase contracts to meet their requirements.

    Oglethorpe has not undertaken to obtain a complete list of Member power supply resources. Any of the Members may have committed or may commit to additional power supply obligations not described above.

    For further information about Members' activities relating to their power supply planning, see "OGLETHORPE POWER CORPORATION – Competition and "OGLETHORPE POWER CORPORATION – Future Power Resources."

12

ENVIRONMENTAL AND OTHER REGULATION

General

    As is typical for electric utilities, Oglethorpe is 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 and nitrogen oxides into the air and discharges of other pollutants, including heat, into waters of the United States. Oglethorpe is 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 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. 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. Oglethorpe cannot provide assurance that it will always be in compliance with current and future regulations.

    Compliance with environmental standards will continue to be reflected in Oglethorpe's capital expenditures and operating costs. Oglethorpe made environmentally related capital expenditures of $23 million in 2006 and forecasts expenditures of approximately $97 million, $108 million and $47 million in 2007, 2008 and 2009, respectively, to maintain and achieve compliance with current and anticipated environmental requirements. For a further discussion of expected future capital expenditures to comply with environmental requirements and regulations, see "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Financial Condition – Capital Requirements – Capital Expenditures."

Clean Air Act

    Environmental concerns of the public, the scientific community and Congress have resulted in the enactment of legislation that has had and will continue to have a significant impact on the electric utility industry. The most significant environmental legislation applicable to Oglethorpe is the Clean Air Act. One of the purposes of the Clean Air Act is to improve air quality. As a result, the reduction of emissions of sulfur dioxide, nitrogen oxides and mercury from affected electric utility units, which include the coal-fired units at Plants Wansley and Scherer, has been and may be required.

    Sulfur dioxide reductions are being imposed through a sulfur dioxide emission allowance trading program. Through allowances issued by the U.S. Environmental Protection Agency ("EPA") pursuant to the Clean Air Act Amendments of 1990, aggregate emissions of sulfur dioxide from all affected units are now capped at 8.9 million tons per year. Emission allowances, each of which gives the holder the authority to emit one ton of sulfur dioxide during a particular calendar year or thereafter, are issued 30 years in advance and are transferable. Oglethorpe is currently complying with this program by using lower-sulfur fuel and emission allowances. Installation of flue gas desulfurization equipment ("scrubbers") is underway at Plant Wansley and will likely be required at Plant Scherer for compliance with these and future regulations as discussed in more detail below.

    Reductions in nitrogen oxides emissions were also imposed, under the prior 1-hour National Ambient Air Quality Standard ("NAAQS") for ozone, requiring the installation of new control equipment at both plants. Significant reductions in nitrogen oxides emissions were achieved, due to the selective catalytic reduction systems installed at Plant Wansley and the separated overfire air systems installed at Plant Scherer.

    A number of recently finalized regulations, proposed regulations and other actions could result in more stringent controls on all emissions, including utility emissions. The actions that appear to be the most significant are described below. However, with respect to emissions of sulfur dioxide and nitrogen oxides, additional controls at Plant Wansley are unlikely, but remain likely at Plant Scherer, as described below.

    EPA has tightened the NAAQS for both ozone and fine particulate matter, an action that could affect any source that emits nitrogen oxides, sulfur dioxide or particulates, including utility units. The 1-hour ozone NAAQS was revoked for Georgia in 2005 and replaced with a new 8-hour ozone standard. New rules to implement the 8-hour standard, including area designations, have been issued, but are currently being challenged. In December 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the

13

first phase of the implementing rules, remanding them to EPA for further proceedings. The Atlanta ozone nonattainment area has been expanded from the original 13 counties (for the 1-hour NAAQS) to a 20-county area (for the 8-hour NAAQS). Macon, which has been separately designated as an 8-hour ozone nonattainment area, includes Plant Scherer within its boundaries. State implementation plans, including new emission control regulations necessary to bring those areas into attainment are generally due in 2007. Such plans may require further reductions of nitrogen oxides from Plant Scherer. Some or all of these reductions may come through implementation of the clean air interstate rulemaking discussed below. The impact of these new designations will depend on the development and implementation of any other applicable regulations as needed for attainment and cannot be determined at this time.

    The final nonattainment area designations for the fine particulate matter NAAQS were issued in early 2005. Plants Wansley and Scherer were included in the designated areas. Later in 2005, EPA proposed a fine particulate matter implementation rule that it planned to adopt in 2006, but has not yet done so. State implementation plans to address such designations are due in 2008. Such plans could require reductions in sulfur dioxide and nitrogen oxides emissions, which are pre-cursors of fine particulate matter, from power plants, including Plant Scherer. The impact of these plans and associated regulations cannot be determined at this time. In October 2006, the fine particulate matter NAAQS was tightened even further, which could lead to more stringent controls for sulfur dioxide and nitrogen oxides emissions on power plants in the 2013 to 2020 time frame. That rule has been challenged, however, and the impact of the tightened standards cannot be determined at this time.

    In 1998, EPA issued a regulation calling for regional reductions in nitrogen oxides emissions using fixed caps in 22 states, including Georgia. In April 2004, EPA finalized a new regional nitrogen oxides reduction rule for Georgia, which specified a May 2007 compliance deadline. EPA stayed the rule in 2005, however, as it initiated a rulemaking to reconsider the rule, granting a petition for reconsideration filed by a group of Georgia industries. Georgia's implementation plan for this regulation will depend on the disposition of the petition for reconsideration and any associated rulemaking. Therefore, it is not yet known what additional controls, if any, will be needed at Plant Scherer to comply with this regional nitrogen oxides reduction program. However, to achieve the reductions that may be necessary under these rules, the co-owners of Plant Scherer converted Scherer Units No. 1 and No. 2 from bituminous coal to sub-bituminous coal, substantially reducing the nitrogen oxides emissions from these units.

    In March 2005, EPA finalized a clean air interstate rule for ozone and fine particulate matter that will require emissions reductions in sulfur dioxide and nitrogen oxides in most eastern states, including Georgia. The rule establishes a market-based cap and trade program, with emission caps for each affected state. Although the rule is final, it has been challenged. Moreover, Georgia is now in the process of including this rule in its state implementation plan, which will likely be completed sometime in 2007. Under the rule, the caps would be implemented in two phases. The first phase for nitrogen oxides caps would become effective in 2009 and for sulfur dioxide caps in 2010, each followed by a second phase in 2015. The rule may lead to the year-round operation of the selective catalytic reduction systems already installed at Plant Wansley and may require additional controls at Plant Scherer to comply with the state implementation plan now under final development. The rule could also affect Georgia's upcoming plans for attaining the NAAQS for ozone and fine particulate matter discussed above, by providing regional emission reductions that would complement the required local reductions.

    In 1999, EPA promulgated a new regional haze rule for the control of certain sources that emit nitrogen oxides or sulfur dioxide that contribute to the degradation of visibility in mandatory federal Class I areas, such as national parks and wilderness areas. A revised rule was issued in 2005 to address portions of the 1999 rule remanded to EPA. Another rule and guidance to implement the regional haze rule were also proposed by EPA in 2005. The goal of the regional haze rule is to restore natural visibility conditions in the Class I areas by 2064. Interim milestones reflecting reasonable progress towards this goal are required beginning in 2018. Moreover, the rule requires the application of Best Available Retrofit Technology ("BART") for a certain class of sources (including Plants Scherer and Wansley) contributing to the impairment of visibility in the Class I areas. State implementation plans to implement BART and reasonable further progress are due in December 2007.

14

Until such rules are finalized and implemented by the State of Georgia, Oglethorpe will not know what controls, if any, may be required at Plant Scherer to comply with this rule.

    Although EPA had decided not to impose a new NAAQS for sulfur dioxide, that decision has been remanded to EPA for further rulemaking, so it is still possible that a new short-term standard for sulfur dioxide could be established, potentially impacting control requirements.

    In March 2005, EPA finalized a regulation that would control emissions of mercury, by creating a market-based cap-and-trade program that would reduce emissions of mercury in two phases, with the first phase becoming effective in 2010 and the second in 2018. Although announced as final, the rule has been challenged. Moreover, there is no guarantee that Georgia will allow a cap-and-trade program in its state implementation plan, which is now being developed. Although controls installed to meet the requirements of the ozone and fine particulate NAAQS and the clean air interstate rule will produce some reductions in mercury emissions, the Georgia rule under development, which includes a "multi-pollutant rule," would require additional controls for mercury, sulfur dioxide and nitrogen oxides at Plant Scherer (and for mercury at Plant Wansley as well) to comply with the corresponding state implementation plan.

    Because (1) several of these proposed or final Clean Air Act regulations could require control of the same emissions, (2) the compliance requirements remain uncertain, and (3) specific control technologies affect multiple emissions, Oglethorpe cannot determine the aggregate effect of these or future regulations.

    Congress is currently considering legislation to amend the Clean Air Act, some versions of which may impose more stringent emissions limitations on power plants. The impact of any amendment would depend upon the specific requirements enacted and cannot be determined at this time.

    Domestic efforts to limit emissions of carbon dioxide from power plants are increasing. For example, Attorneys General from eight states and the Corporation Counsel of New York filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies in July 2004. The complaint alleges that the companies' emissions of carbon dioxide contribute to global warming, which the Plaintiffs claim is a public nuisance. Although not named in the complaint, Oglethorpe believes this claim is without merit. In September 2005, the Court granted the defendants' motions to dismiss, which the plaintiffs appealed in October 2005. While the outcome of this matter cannot be determined at this time, an adverse judgment could result in substantial capital expenditures at Plants Wansley and/or Scherer, which Oglethorpe co-owns with GPC, a subsidiary of the Southern Company.

    International discussions on climate change focused on limiting emissions of carbon dioxide and other greenhouse gases continue. Whether ongoing discussions will lead to limits on carbon dioxide emissions in the U.S. in the future, through ratification of the Kyoto Protocol, other treaties or domestic legislation is unknown. Should such reductions be imposed in the future, substantial capital or operating expenditures could be required at Oglethorpe's fossil fuel-fired facilities.

    On November 3, 1999, the United States Justice Department, on behalf of EPA, filed lawsuits against GPC and some of its affiliates, as well as other utilities. The lawsuits allege violations of the new source review provisions and the new source performance standards of the Clean Air Act at, among other facilities, Scherer Unit Nos. 3 and 4. Oglethorpe is not currently named in the lawsuits and Oglethorpe does not have an ownership interest in the named units of Plant Scherer. However, Oglethorpe can give no assurance that units in which Oglethorpe has an ownership interest will not be affected by this or a related lawsuit in the future. The case has remained administratively closed since the spring of 2001. The resolution of this matter is highly uncertain at this time, as is any responsibility of Oglethorpe for a share of any penalties and capital costs required to remedy any violations at its co-owned facilities.

    In December 2002, the Sierra Club, Physicians for Social Responsibility, Georgia Forest Watch and one individual filed suit in Federal Court in Georgia against GPC alleging violations of the Clean Air Act at Plant Wansley. The complaint alleges violations of opacity limits at both the coal-fired units, in which Oglethorpe is a co-owner, and other violations at several gas-fired combined cycle units in which Oglethorpe does not have an ownership interest. This civil action requests

15

injunctive and declaratory relief, civil penalties, a supplemental environmental project and attorneys' fees. In December 2004, the U.S. District Court for the Northern District of Georgia issued an Order holding GPC liable for certain violations of the opacity limits at the coal-fired units. However, in March 2005 the U.S. Court of Appeals for the Eleventh Circuit allowed an immediate appeal of the Court's Order. In March 2006, the Eleventh Circuit reversed the order, remanding it back to the District Court for trial on the issues. In January 2007, the District Court ruled in favor of GPC on all counts still pending that involved the units co-owned by Oglethorpe. Whether that order will be appealed is unknown. If appealed, resolution of this matter will remain uncertain along with any responsibility of Oglethorpe for a share of any penalties or other costs that might be assessed against GPC.

    In January 2003, the Sierra Club appealed an unsuccessful challenge to an air operating permit for Chattahoochee to the U.S. Court of Appeals for the Eleventh Circuit. Oglethorpe acquired this facility when it merged with Chattahoochee EMC in May 2003. Oglethorpe intervened in the appeal on behalf of EPA. In May 2004, the Court ruled in favor of the Sierra Club, invalidating EPA's denial of the petition and remanding the matter to EPA for further consideration. In November 2005, EPA issued a subsequent order again denying the petition. In January 2006, the Sierra Club filed an appeal of that order to the U.S. Court of Appeals for the Eleventh Circuit. Oral argument in the case was held in March 2007, and a decision is expected before the end of the year. Although Oglethorpe believes that the appeal will not affect facility operations pending further consideration, and that a favorable outcome in this matter is likely, an unfavorable ruling could temporarily affect the ability of the facility to continue operations.

    In December 2002 and October 2003, EPA promulgated revisions to its new source review ("NSR") rule. Petitions to review both of these final rules were filed with the U.S. Court of Appeals for the District of Columbia Circuit. In June 2005, that Court upheld the December 2002 rule in part. However, it also vacated certain portions of the rule, including those excluding pollution control projects from NSR. The October 2003 rule, which was intended to clarify the scope of the exclusion for routine maintenance and repair, was stayed, but in March 2006 was vacated by the court. In October 2005, EPA also proposed a rule to clarify the test to be used for determining whether, following a change to a unit, an emissions increase would, for purposes of NSR, be deemed to occur. The impact of the litigation on the two final rules and the proposed rulemaking will depend on the ultimate resolution of these matters and the actions taken by the State of Georgia in response to them and cannot be predicted at this time.

    Depending on the final outcome of these developments, and the implementation approach selected by EPA and the State of Georgia with respect to environmental regulations, significant capital expenditures and increased operation expenses could be incurred by Oglethorpe for the continued operation of Plants Wansley and/or Scherer.

    Compliance with the requirements of the Clean Air Act may also require increased capital or operating expenses on the part of GPC. Any increases in GPC's capital or operating expenses may cause an increase in the cost of power purchased from GPC. (See "THE MEMBERS AND THEIR POWER SUPPLY RESOURCES – Member Power Supply Resources – GPC Block Purchase.")

Other Environmental Regulation

    EPA determined in 2000 that although coal ash should continue to be considered non-hazardous under the Resource Conservation and Recovery Act, national regulations are warranted. Depending on the outcome of such rulemaking, which is now expected in 2007, substantial additional costs for the management of these wastes might be required of Oglethorpe.

    Under the Clean Water Act, EPA and state environmental agencies are developing total maximum daily loads ("TMDLs") for certain impaired state waters. The establishment of TMDLs and/or additional measures to control non-point source pollution may result in a tightening of limits in water discharge permits for power plants, including Plants Wansley and Scherer. As the impact will depend on the actual TMDLs and the corresponding permit limitations that are established, the effects of such developments cannot be predicted at this time.

    Oglethorpe is subject to other environmental statutes including, but not limited to, the Georgia Water Quality Control Act, the Georgia Hazardous Site Response Act, the Toxic Substances Control Act, the Endangered

16

Species Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Emergency Planning and Community Right to Know Act, and to the regulations implementing these statutes. Oglethorpe does not believe that compliance with these statutes and regulations will have a material impact on its financial condition or results of operations. Changes to any of these laws, some of which are being reviewed by Congress, could affect many areas of Oglethorpe's operations. Although compliance with new environmental legislation could have a significant impact on Oglethorpe, those impacts cannot be fully determined at this time and would depend in part on the final legislation and the development of implementing regulations.

    Oglethorpe, or generating facilities in which Oglethorpe has an interest, are also subject, from time to time, to claims relating to operations and/or emissions, including actions by citizens to enforce environmental regulations and claims for personal injury due to such operations and/or emissions. Oglethorpe cannot predict the outcome of current or future actions, the responsibility of Oglethorpe for a share of any damages awarded or any impact on facility operations. Oglethorpe, however, does not believe that the current actions will have a material adverse effect on its financial position or results of operations.

Nuclear Regulation

    Oglethorpe is subject to the provisions of the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), which vests jurisdiction in the NRC over the construction and operation of nuclear reactors, particularly with regard to certain public health, safety and antitrust matters. The National Environmental Policy Act has been construed to expand the jurisdiction of the NRC to consider the environmental impact of a facility licensed under the Atomic Energy Act. Plants Hatch and Vogtle are being operated under licenses issued by the NRC. All aspects of the construction, operation and maintenance of nuclear power plants are regulated by the NRC. From time to time, new NRC regulations require changes in the design, operation and maintenance of existing nuclear reactors. Operating licenses issued by the NRC are subject to revocation, suspension or modification, and the operation of a nuclear unit may be suspended if the NRC determines that the public interest, health or safety so requires. The operating licenses issued for each unit of Plants Hatch and Vogtle expire in 2034 and 2038 and 2027 and 2029, respectively. The licenses for Plant Hatch were extended to their current expiration dates in 2002. Under current regulations, Plant Vogtle is eligible for an extension request in 2007.

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

    Contracts with DOE have been executed to provide for the permanent disposal of spent nuclear fuel produced at Plants Hatch and Vogtle. DOE failed to begin disposing of spent fuel in 1998 as required by the contracts, and GPC, as agent for the co-owners of the plants, is pursuing legal remedies against DOE for breach of contract.

    Plants Hatch and Vogtle currently have on-site spent-fuel wet storage capacity and Plant Hatch has an on-site dry storage facility. The on-site dry storage facility for Plant Hatch became operational in 2000 and can be expanded to accommodate spent fuel through the life of the plant. Plant Vogtle's spent fuel pool storage is expected to be sufficient until 2015. Oglethorpe expects that procurement of on-site dry storage capacity at Plant Vogtle will commence in sufficient time to maintain full-core discharge capability to the spent fuel pool. (See Note 1 of Notes to Financial Statements.)

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

17

Federal Power Act

    Oglethorpe is subject to the provisions of the Federal Power Act applicable to licensees with respect to their hydroelectric developments. Rocky Mountain is a hydroelectric project subject to licensing by FERC.

    Oglethorpe has a license, expiring in 2027, for Rocky Mountain. See "Generating Facilities" in Item 2 for additional information.

    Upon or after the expiration of the license, the United States Government, by act of Congress, may take over the project or FERC may relicense the project either to the original licensee or to a new licensee. In the event of takeover or relicensing to another, the original licensee is to be compensated in accordance with the provisions of the Federal Power Act, such compensation to reflect the net investment of the licensee in the project, not in excess of the fair value of the property taken, plus reasonable damages to other property of the licensee resulting from the severance therefrom of the property taken. If FERC does not act on the new license application prior to the expiration of the existing license, FERC is required to issue annual licenses, under the same terms and conditions of the existing license, until a new license is issued.

    The Energy Policy Act of 2005 amended the Federal Power Act to authorize FERC to establish regional reliability organizations authorized to enforce reliability standards and to establish clear responsibility for FERC to prohibit manipulative energy trading practices. As a generation owner and participant in wholesale power transactions, Oglethorpe could be subject to penalties for violation of these standards and regulations.

18

ITEM 1A. RISK FACTORS

       The following describes the most significant risks, in management's view, that may affect Oglethorpe's business and financial condition. Additional risks and uncertainties, presently unknown to Oglethorpe or currently deemed not significant, could negatively impact Oglethorpe's results of operations or financial condition in the future.

Oglethorpe's costs of compliance with environmental laws and regulations are significant and have increased in recent years, and Oglethorpe may face increased costs related to environmental compliance, litigation or liabilities in the future.

       As with most electric utilities, Oglethorpe is subject to extensive federal, state and local laws and regulations regarding air and water quality which, among other things, regulate emissions of pollutants, such as particulate matter, sulfur dioxide and nitrogen oxides into the air and discharges of other pollutants, including heat, into waters. Oglethorpe is also subject to federal, state and local waste disposal requirements that regulate the manner of transportation, storage and disposal of various types of waste.

    Generally, these environmental regulations are becoming increasingly stringent and may require Oglethorpe to change the design or operation of existing facilities or change or delay the location, design, construction or operation of new facilities. These changes, in turn, may result in substantial increases in the cost of electric service. Oglethorpe has in the past committed significant capital expenditures to achieve and maintain compliance with these regulatory requirements at its facilities, and Oglethorpe expects that it will make significant capital expenditures related to environmental compliance in the future.

    While Oglethorpe will continue to exercise its best efforts to comply with all applicable regulations, there can be no assurance that Oglethorpe will always be in compliance with all current and future environmental requirements. Failure to comply with these requirements, even if such failure is caused by factors beyond Oglethorpe's control, could result in the imposition of civil and criminal penalties against Oglethorpe, as well as the complete shutdown of individual generating units not in compliance with these regulations.

    Additionally, litigation relating to environmental issues, including claims of property damage or personal injury caused by alleged exposure to hazardous materials, has increased in recent years. Likewise, actions by private citizen groups to enforce environmental laws and regulations are increasingly prevalent. While management does not currently anticipate that any such litigation would have a material adverse effect on Oglethorpe's financial condition, the ultimate outcome of any such actions cannot be predicted.

    In addition, existing environmental laws and regulations may be revised or new laws and regulations seeking to protect the environment may be adopted or become applicable to Oglethorpe's facilities. Revised or additional laws and regulations, and in particular climate change legislation, could result in significant additional expense and operating restrictions on Oglethorpe's facilities or increased compliance costs which may result in significant increases in the cost of electric service. The cost impact of such legislation would depend upon the specific requirements enacted and cannot be determined at this time.

Oglethorpe owns and operates nuclear facilities, which give rise to environmental, regulatory, financial and other risks, and may participate in the development of new nuclear facilities in the future.

       Oglethorpe owns a 30% undivided interest in Plant Hatch and Plant Vogtle, each of which is a two unit nuclear generating facility, and which collectively account for approximately 25% of Oglethorpe's generating capacity. Oglethorpe's ownership interest in these facilities exposes it to various risks, including:

•

potential liabilities relating to harmful effects on the environment and human health resulting from the operation of these facilities and the on-site storage, handling and disposal of spent nuclear fuel;

•

significant capital expenditures relating to maintenance, operation, security and repair of these facilities, including repairs required by the NRC;

•

potential liabilities arising out of the threat of a possible nuclear incident or terrorist attack; and

•

risks related to the expected costs, and financing thereof, of decommissioning these facilities at the end of their operational life.

19

    Currently, there is no national repository for spent nuclear fuel, and progress towards such a repository has been disappointing. Spent nuclear fuel from Plants Hatch and Vogtle is currently stored in on-site storage facilities. Oglethorpe currently forecasts that the on-site storage capabilities at Plant Hatch and Plant Vogtle can be expanded to accommodate spent fuel through the life of the plants.

    Oglethorpe maintains an internal fund and an external trust fund for the expected cost of decommissioning its nuclear facilities; however, it is possible that decommissioning costs and liabilities could exceed the amount of these funds. Additionally, Oglethorpe's nuclear units require licenses that, in some cases, need to be renewed or extended in order to continue operating beyond their initial forty-year terms. As a result of potential terrorist threats and increased public scrutiny, it may be more difficult or expensive to renew or extend these licenses.

    The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of these facilities. If these facilities were found to be out of compliance with applicable requirements, the NRC may impose fines or shut down one or more units of these facilities until compliance is achieved. Revised safety requirements issued by the NRC have, in the past, necessitated substantial capital expenditures at other nuclear generating facilities. In addition, while Oglethorpe has no reason to anticipate a serious incident at either of these plants, if an incident did occur, it could result in substantial costs to Oglethorpe. A major incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or licensing of any domestic nuclear unit.

    Oglethorpe is participating with the other co-owners of Plant Vogtle regarding development of up to two additional nuclear units at the Plant Vogtle site. Oglethorpe has an option to participate in up to 30% of any new project. The extent of Oglethorpe's ultimate involvement, if any, will be determined during the next two years. Any participation by Oglethorpe in the development of new nuclear facilities could increase its exposure to the risks described above.

    In addition, the construction of large generating plants involves significant financial risk. Moreover, no nuclear plants have been constructed in the United States using advanced designs. Therefore, estimated cost of construction of any new nuclear plant is inherently uncertain. If Oglethorpe chooses to participate in the development of any new nuclear units, it could be exposed to the risk of cost uncertainty in connection with such projects.

Oglethorpe could be adversely affected if it is unable to continue to operate its facilities in a successful manner.

       The operation of Oglethorpe's generating facilities may be adversely impacted by various factors, including:

•

the risk of equipment failure or operator error;

•

operating limitations that may be imposed by regulatory requirements;

•

compliance with mandatory reliability standards, when adopted;

•

labor disputes or shortages;

•

fuel or material supply interruptions;

•

terrorist attacks; or

•

catastrophic events such as fires, floods, explosions or similar occurrences.

    These or similar negative events could interrupt or limit electric generation or increase the cost of operating Oglethorpe's facilities, which could have the effect of increasing the cost of electric service provided by Oglethorpe.

Oglethorpe may incur significant costs related to ongoing capital expenditures at its existing generating facilities and for the potential construction or acquisition of new generating facilities.

       Oglethorpe's existing facilities require ongoing capital expenditures in order to maintain efficient and reliable operations. Many of Oglethorpe's facilities were constructed years ago, and as a result may require significant capital expenditures in order to maintain efficiency and reliability, and to comply with changing environmental requirements.

    In addition, due to continued growth in their service territories the Members may request that Oglethorpe expand its existing generating facilities or build or acquire new generating facilities, which would require significant capital expenditures. The completion of

20

construction projects without delays or cost overruns is subject to substantial risks, including:

•

shortages and inconsistent quality of equipment, materials and labor;

•

work stoppages;

•

permits, approvals and other regulatory matters;

•

adverse weather conditions;

•

unforeseen engineering problems;

•

environmental and geological conditions;

•

delays or increased costs to interconnect its facilities to transmission grids;

•

unanticipated cost increases; and

•

attention to other projects.

    All of these capital requirements could have the effect of increasing the cost of electric service provided by Oglethorpe.

Oglethorpe's ability to access capital could be adversely affected by various factors, including potential limitations on the availability of RUS loans.

       Oglethorpe relies on access to capital as a significant source of liquidity for capital requirements not satisfied by cash flow generated from operations. Historically, Oglethorpe and other electric generating cooperatives have relied principally on federal loan programs guaranteed by RUS in order to meet a significant portion of their long-term financing needs. However, the availability and magnitude of annual RUS funding levels are subject to the federal budget appropriations process, and therefore are subject to uncertainty because of periodic budgetary pressures faced by Congress. In addition, a new wave of generation construction nationwide among electric cooperatives is resulting in increased competition for available RUS funding levels. If the amount of RUS-guaranteed loan funds available to Oglethorpe in the future is decreased or eliminated, Oglethorpe may have to seek alternative financing and its cost of borrowing could be adversely affected.

    Therefore, in the future Oglethorpe's reliance on access to both short-term and long-term capital markets may become an increasingly important factor. Oglethorpe believes that it will maintain sufficient access to these financial markets based on current credit ratings. However, Oglethorpe's credit ratings reflect the views of the rating agencies, which could change at any point in the future. Oglethorpe's borrowing costs could increase and its potential pool of investors, funding sources and liquidity could decrease if its credit ratings were lowered, particularly below investment grade.

    In addition, certain market disruptions could constrain, at least temporarily, Oglethorpe's liquidity and ability to access capital on favorable terms or at all. Such disruptions include:

•

capital market conditions generally;

•

an economic downturn;

•

the overall health of the energy industry;

•

negative events in the energy industry, such as a bankruptcy of an unrelated energy company;

•

war or threat of war; or

•

terrorist attacks or threatened attacks on the facilities of Oglethorpe or unrelated energy companies.

    If Oglethorpe's ability to access capital becomes significantly constrained for any of the reasons stated above, its ability to finance ongoing capital expenditures required to maintain existing generating facilities and to construct or acquire future power supply facilities could be limited, its interest costs could increase and its financial condition and future results of operations could be adversely affected.

Changes in power generation technology could result in the cost of Oglethorpe's electric service being less competitive.

       Oglethorpe's business model is to provide its members with wholesale electric power at the lowest possible cost. Other technologies currently exist or are in development, such as fuel cells, microturbines, windmills and solar cells, that may in the future be capable of producing electric power at costs that are comparable with, or lower than, Oglethorpe's cost of generating power. If these technologies were to develop sufficient economies of scale, the value of Oglethorpe's generating facilities could be adversely affected.

Changes in fuel prices could have an adverse effect on Oglethorpe's cost of electric service.

       Oglethorpe is exposed to the risk of changing prices for fuels, including coal and natural gas. Oglethorpe has taken steps to manage this exposure by entering into fixed or capped price contracts for some of its coal

21

requirements. Oglethorpe has also entered into natural gas swap arrangements on behalf of some of its Members designed to manage the exposure of those Members to fluctuations in the price of natural gas. However, these arrangements do not cover all of Oglethorpe's and the members' risk exposure to increases in the prices of fuels. Therefore, increases in fuel prices could significantly increase the cost of electric service provided by Oglethorpe to the Members.

Oglethorpe may not be able to obtain an adequate supply of fuel, which could limit its ability to operate its facilities.

       Oglethorpe obtains its fuel supplies, including coal, natural gas and nuclear, from a number of different suppliers. Any disruptions in Oglethorpe's fuel supplies, including disruptions due to weather, labor relations, environmental regulations, or other factors affecting Oglethorpe's fuel suppliers, could result in Oglethorpe having insufficient levels of fuel supplies. For example, rail transportation bottlenecks have from time to time caused transportation companies to be unable to perform their contractual obligations to deliver coal on a timely basis and have resulted in lower than normal coal inventories at certain of Oglethorpe's generating plants. Similar inventory shortages could occur in the future. Natural gas supplies can also be subject to disruption due to natural disasters and similar events. For example, hurricanes in the Gulf of Mexico during 2005 resulted in short-term limitations in the production and distribution of natural gas, resulting in shortages and significant increases in the price of natural gas. Any failure to maintain an adequate inventory of fuel supplies could require Oglethorpe to operate other generating plants at higher cost or require the Members to purchase higher-cost energy from other sources.

Future deregulation or restructuring of the electric industry in Georgia could subject Oglethorpe's Members to increased competition and adversely affect their ability to satisfy their financial obligations to Oglethorpe.

       Under current Georgia law, Oglethorpe's Members generally have the exclusive right to provide retail electric service in their respective territories, subject to limited exceptions. Some states have implemented various forms of retail competition among power suppliers. While no such legislation has been enacted or is currently proposed in Georgia, there is no assurance that legislative, regulatory or other changes will not in the future lead to increased competition in the electric industry. If Oglethorpe and its Members are unable to adapt to any such changes, the prices they charge for electric service could become less competitive. While Oglethorpe provides electric service to the Members under long-term, take-or-pay contracts providing for joint and several liability among the Members, if one or more Members were to experience significant financial losses as a result of increased competition, the Members may have difficulty performing their obligations to Oglethorpe under their wholesale power contracts.

ITEM 1B. UNRESOLVED STAFF COMMENTS

       None.

22

ITEM 2. PROPERTIES

Generating Facilities

    The following table sets forth certain information with respect to Oglethorpe's generating facilities, all of which are in commercial operation.

Facilities		Type of Fuel	Percentage Interest	Oglethorpe's Share of NamePlate Capacity (MW)		Commercial Operation Date	License Expiration Date
Plant Hatch (near Baxley, Ga.)
	Unit No. 1	Nuclear	30	243.0		1975	2034
	Unit No. 2	Nuclear	30	246.0		1979	2038
Plant Vogtle (near Waynesboro, Ga.)
	Unit No. 1	Nuclear	30	348.0		1987	2027	(1)
	Unit No. 2	Nuclear	30	348.0		1989	2029	(1)
Plant Wansley (near Carrollton, Ga.)
	Unit No. 1	Coal	30	259.5		1976	N/A	(2)
	Unit No. 2	Coal	30	259.5		1978	N/A	(2)
	Combustion Turbine	Oil	30	14.8		1980	N/A	(2)
Plant Scherer (near Forsyth, Ga.)
	Unit No. 1	Coal	60	490.8		1982	N/A	(2)
	Unit No. 2	Coal	60	490.8		1984	N/A	(2)
Rocky Mountain (near Rome, Ga.)		Pumped Storage Hydro	74.61	632.5		1995	2027
Doyle (near Monroe, Ga.)		Gas	100	325.0	(3)	2000	N/A	(2)
Talbot (near Columbus, Ga.)
	Units No. 1-4	Gas	100	412.0		2002	N/A	(2)
	Units No. 5-6	Gas-Oil	100	206.0		2003	N/A	(2)
Chattahoochee (near Carrollton, Ga.)		Gas	100	468.0		2003	N/A	(2)
Total				4,743.9

(1)

An application to extend these licenses for an additional 20 years is expected to be filed in June 2007.

(2)

Fossil-fired units do not operate under operating licenses similar to those granted to nuclear units by the NRC and to hydroelectric plants by FERC.

(3)

Nominal plant capacity identified in the Power Purchase and Sale Agreement with Doyle I, LLC. (See "The Plant Agreements – Doyle" below.)

23

Plant Performance

    The following table sets forth certain operating performance information of each of Oglethorpe's generating facilities:

		Equivalent Availability (1)						Capacity Factor (2)
Unit		2006		2005		2004		2006		2005		2004
Plant Hatch
	Unit No. 1	85	%	91	%	89	%	86	%	92	%	91	%
	Unit No. 2	98		86		97		99		87		96
Plant Vogtle
	Unit No. 1	85		90		99		86		91		100
	Unit No. 2	91		84		89		92		85		91
Plant Wansley
	Unit No. 1	98		89		99		88		78		81
	Unit No. 2	85		99		89		77		86		75
Plant Scherer
	Unit No. 1	90		97		86		80		88		76
	Unit No. 2	97		87		90		87		80		80
Rocky Mountain (3)
	Unit No. 1	91		91		98		24		26		26
	Unit No. 2	88		97		90		17		10		8
	Unit No. 3	78		89		98		16		21		25
Doyle (3)(4)		100		98		100		2		2		0
Talbot (3)		96		97		95		2		1		1
Chattahoochee		95		87		73		22		19		20

(1)

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

(2)

Capacity Factor is a measure of the output of a unit as a percentage of the maximum output, based on the "maximum dependable capacity" rating, over the period of measure.

(3)

Rocky Mountain, Doyle and Talbot primarily operate as peaking plants, which results in low capacity factors.

(4)

Equivalent Availability for each of Doyle's 5 units is measured only during the period May 15 – September 15, reflecting the contractual availability commitment of Doyle I, LLC. The units may be dispatched by Oglethorpe during other periods if the units are available.

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

Fuel Supply

    Coal.    Coal for Plant Wansley is currently purchased under term contracts and in spot market transactions, primarily from coal mines in the eastern United States. As of February 28, 2007, Oglethorpe had a 76-day coal supply at Plant Wansley based on continuous operation.

    Coal for Scherer Units No. 1 and No. 2 is purchased under term contracts and in spot market transactions. As of February 28, 2007, Oglethorpe's coal stockpile at Plant Scherer contained a 56-day supply based on continuous operation. Plant Scherer burns sub-bituminous coal purchased from coal mines in the Powder River Basin in Wyoming.

    Oglethorpe separately dispatches Plant Scherer and Plant Wansley, but uses GPC as its agent for fuel procurement. Oglethorpe currently leases approximately 1,200 rail cars to transport coal to Plants Scherer and Wansley.

    For information relating to the impact that the Clean Air Act may have on Oglethorpe, see "BUSINESS – ENVIRONMENTAL AND OTHER REGULATION – Clean Air Act."

    Nuclear Fuel.    GPC, as operating agent, has the responsibility to procure nuclear fuel for Plants Hatch and Vogtle. GPC has contracted with Southern Nuclear Operating Company ("SNOC") to operate these plants, including nuclear fuel procurement. SNOC has contracted with multiple suppliers for uranium ore, conversion services, enrichment services and fuel fabrication to satisfy nuclear fuel requirements. Most contracts are short to medium term. The nuclear fuel supply and related services are expected to be adequate to satisfy current and future nuclear generation requirements.

    Natural Gas.    Oglethorpe purchases the natural gas, including transportation and other related services, needed to operate Doyle, Talbot and Chattahoochee and the combustion turbines owned by Hartwell Energy Limited Partnership. Oglethorpe purchases natural gas in the spot market and under agreements at indexed prices. Oglethorpe has entered into hedge agreements to manage a portion of its exposure to fluctuations in the market price of natural gas. Oglethorpe manages exposure to such risks only with respect to Members that elect to receive such services. Oglethorpe purchases transportation under long-term firm and short-term firm and non-firm contracts. Oglethorpe has also purchased a limited amount of storage capacity in a storage cavern that is under construction, with an expected in-service date of 2008. (See "QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK – Commodity Price Risk.")

24

Co-Owners of Plants

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

	Nuclear Plant Hatch		Plant Vogtle		Coal-Fired Plant Wansley		Scherer Units No. 1 & No. 2		Pumped Storage Rocky Mountain		Total
	%	MW (1)	%	MW (1)	%	MW (1)	%	MW (1)	%	MW (1)	MW (1)
Oglethorpe	30.0	489	30.0	696	30.0	519	60.0	982	74.61	633	3,319
GPC	50.1	817	45.7	1,060	53.5	926	8.4	137	25.39	215	3,155
MEAG	17.7	288	22.7	527	15.1	261	30.2	494	–	–	1,570
Dalton	2.2	36	1.6	37	1.4	24	1.4	23	–	–	120
Total	100.0	1,630	100.0	2,320	100.0	1,730	100.0	1,636	100.00	848	8,164

(1)

Based on nameplate ratings.

Georgia Power Company

    GPC is a wholly owned subsidiary of The Southern Company and is engaged primarily in the generation and purchase of electric energy and the transmission, distribution and sale of such energy. GPC distributes and sells energy within the State of Georgia at retail in over 600 communities (including Athens, Atlanta, Augusta, Columbus, Macon, Rome and Valdosta), as well as in rural areas, and at wholesale to some of Oglethorpe's Members, MEAG and two municipalities. GPC is the largest supplier of electric energy in the State of Georgia. (See "BUSINESS – OGLETHORPE POWER CORPORATION – Relationship with GPC.") GPC is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files reports and other information with the Securities and Exchange Commission ("SEC").

Municipal Electric Authority of Georgia

    MEAG, also known as MEAG Power, is a state-chartered, municipal joint-action agency that provides capacity and energy to its membership of 49 municipal electric utilities in Georgia. MEAG has wholesale take-or-pay power sales contracts with each of its 49 participants (including 48 cities and one county in the State of Georgia) that extend to June 2054. The participants are located in 39 of the State's 159 counties and collectively serve approximately 300,000 electric consumers (meters). MEAG is the state's third largest power supplier behind Oglethorpe.

City of Dalton, Georgia

    Dalton Utilities is a combined utility that provides electric, gas, water and wastewater services to the city of Dalton (located in northwest Georgia) and some of the surrounding communities. It presently serves more than 10,000 residential, commercial and industrial electric customers.

The Plant Agreements

Hatch, Wansley, Vogtle and Scherer

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

25

Agreement are referred to as "participants" with respect to each such agreement.

    In 1985, in four transactions, Oglethorpe sold its entire 60% undivided ownership interest in Scherer Unit No. 2 to four separate owner trusts (the "Lessors") established by institutional investors. Oglethorpe retained all of its rights and obligations as a participant under the Ownership and Operating Agreements relating to Scherer Unit No. 2 for the term of the leases. Oglethorpe's leases expire in 2013, with options to renew for a total of 8.5 years. Oglethorpe also has fair market value purchase options at specified dates, including 2013 and the end of lease renewal terms. These transactions are treated as capital leases by Oglethorpe for financial reporting purposes. (See Note 4 of Notes to Financial Statements.) (In the following discussion, references to participants "owning" a specified percentage of interests include Oglethorpe's rights as a deemed owner with respect to its leased interests in Scherer Unit No. 2.)

    The Ownership Agreements appoint GPC as agent with sole authority and responsibility for, among other things, the planning, licensing, design, construction, renewal, addition, modification and disposal of Plants Hatch, Vogtle, Wansley and Scherer Units No. 1 and No. 2 and the Scherer Common Facilities. Each Operating Agreement gives GPC, as agent, sole authority and responsibility for the management, control, maintenance and operation of the plant to which it relates. Each Operating Agreement also provides for the use of power and energy from the plant and the sharing of the costs of the plant by the participants in accordance with their respective interests in the plant. In performing its responsibilities under the Ownership and Operating Agreements, GPC is required to comply with prudent utility practices. GPC's liabilities with respect to its duties under the Ownership and Operating Agreements are limited by the terms thereof.

    Under the Ownership Agreements, Oglethorpe is obligated to pay a percentage of capital costs of the respective plants, as incurred, equal to the percentage interest which it owns or leases at each plant. GPC has responsibility for budgeting capital expenditures for Scherer Units No. 1 and 2 subject to certain limited rights of the participants to disapprove capital budgets proposed by GPC and to substitute alternative capital budgets. GPC has responsibility for budgeting capital expenditures for Plants Hatch and Vogtle, subject to the right of any co-owner to disapprove large discretionary capital improvements.

    In 1993, the co-owners of Plants Hatch and Vogtle entered into the Amended and Restated Nuclear Managing Board Agreement, which provides for a managing board to coordinate the implementation and administration of the Plant Hatch and Plant Vogtle Ownership and Operating Agreements, provides for increased rights for the co-owners regarding certain decisions and allows GPC to contract with a third party for the operation of the nuclear units. In March 1997, GPC designated SNOC as the operator of Plants Hatch and Vogtle, pursuant to the Nuclear Operating Agreement between GPC and SNOC, which the co-owners had previously approved. In connection with the amendments to the Plant Scherer Ownership and Operating Agreements, the co-owners of Plant Scherer entered into the Plant Scherer Managing Board Agreement which provides for a managing board to coordinate the implementation and administration of the Plant Scherer Ownership and Operating Agreements and provides for increased rights for the co-owners regarding certain decisions, but does not alter GPC's role as agent with respect to Plant Scherer.

    The Operating Agreements provide that Oglethorpe is entitled to a percentage of the net capacity and net energy output of each plant or unit equal to its percentage undivided interest owned or leased in such plant or unit. GPC, as agent, schedules and dispatches Plants Hatch and Vogtle. The Plant Scherer and Wansley ownership and operating agreements allow each co-owner (i) to dispatch separately its respective ownership interest in conjunction with contracting separately for long-term coal purchases procured by GPC and (ii) to procure separately long-term coal purchases. Oglethorpe separately dispatches its ownership share of Scherer Units No. 1 and No. 2 and of Plant Wansley.

    For Plants Hatch and Vogtle, each participant is responsible for a percentage of Operating Costs (as defined in the Operating Agreements) and fuel costs of each plant or unit equal to the percentage of its undivided interest which is owned or leased in such plant or unit. For Scherer Units No. 1 and No. 2 and for Plant Wansley, each party is responsible for its fuel costs and for variable Operating Costs in proportion to the net energy output for its ownership interest, and is responsible for a percentage of fixed Operating Costs equal to the percentage of its undivided interest which

26

is owned or leased in such plant or unit. GPC is required to furnish budgets for Operating Costs, fuel plans and scheduled maintenance plans. In the case of Scherer Units No. 1 and No. 2, the participants have limited rights to disapprove such budgets proposed by GPC and to substitute alternative budgets. The Ownership Agreements and Operating Agreements provide that, should a participant fail to make any payment when due, among other things, such nonpaying participant's rights to output of capacity and energy would be suspended.

    The Operating Agreement for Plant Hatch will remain in effect with respect to Hatch Units No. 1 and No. 2 until 2009 and 2012, respectively. Oglethorpe has entered into an agreement with GPC, subject to RUS approval, to extend the Operating Agreement for so long as an NRC operating license exists for each unit. (See "ENVIRONMENTAL AND OTHER REGULATION – Nuclear Regulation.") The Operating Agreement for Plant Vogtle will remain in effect with respect to each unit at Plant Vogtle until 2018. The Operating Agreement for Plant Wansley will remain in effect with respect to Plant Wansley Units No. 1 and No. 2 until 2016 and 2018, respectively. The Operating Agreement for Scherer Units No. 1 and No. 2 will remain in effect with respect to Scherer Units No. 1 and No. 2 until 2022 and 2024, respectively. Upon termination of each Operating Agreement, following any extension agreed to by the parties, GPC will retain such powers as are necessary in connection with the disposition of the property of the applicable plant, and the rights and obligations of the parties shall continue with respect to actions and expenses taken or incurred in connection with such disposition.

    In conjunction with the potential development of additional units at Plant Vogtle (see "OGLETHORPE'S POWER SUPPLY RESOURCES – Future Power Resources" in Item 1), the co-owners have entered into amendments to the Operating Agreement for Plant Vogtle and the Nuclear Managing Board Agreement, and have entered into an Ownership Agreement that would govern participation in Vogtle Units No. 3 and No. 4, if any.

Rocky Mountain

    Oglethorpe owns a 74.61% undivided interest in Rocky Mountain and GPC owns the remaining 25.39% undivided interest.

    The Rocky Mountain Pumped Storage Hydroelectric Ownership Participation Agreement, by and between Oglethorpe and GPC (the "Rocky Mountain Ownership Agreement") appoints Oglethorpe as agent with sole authority and responsibility for, among other things, the planning, licensing, design, construction, operation, maintenance and disposal of Rocky Mountain. The Rocky Mountain Pumped Storage Hydroelectric Project Operating Agreement (the "Rocky Mountain Operating Agreement") gives Oglethorpe, as agent, sole authority and responsibility for the management, control, maintenance and operation of Rocky Mountain.

    In general, each co-owner is responsible for payment of its respective ownership share of all Operating Costs and Pumping Energy Costs (as defined in the Rocky Mountain Operating Agreement) as well as costs incurred as the result of any separate schedule or independent dispatch. A co-owner's share of net available capacity and net energy is the same as its respective ownership interest under the Rocky Mountain Ownership Agreement. Oglethorpe and GPC have each elected to schedule separately their respective ownership interests. The Rocky Mountain Operating Agreement will terminate in 2035. The Rocky Mountain Ownership and Operating Agreements provide that, should a co-owner fail to make any payment when due, among other things, such non-paying co-owner's rights to output of capacity and energy or to exercise any other right of a co-owner would be suspended until all amounts due, with interest, had been paid. The capacity and energy of a non-paying co-owner may be purchased by a paying co-owner or sold to a third party.

    In late 1996 and early 1997, Oglethorpe completed lease transactions for its 74.61% undivided ownership interest in Rocky Mountain. Under the terms of these transactions, Oglethorpe leased the facility to three institutional investors for the useful life of the facility, who in turn leased it back to Oglethorpe for a term of 30 years. Oglethorpe will continue to control and operate Rocky Mountain during the leaseback term. For more information about the structure of these lease transactions, see "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Financial Condition – Off-Balance Sheet Arrangements."

Doyle

    Oglethorpe has an agreement with Doyle I LLC, a limited liability company owned by one of Oglethorpe's

27

Members, Walton EMC, to purchase the output of a gas-fired combustion turbine generating facility with a nominal contract rating of 325 MW over a 15-year term. Delivery commenced May 15, 2000.

    During the term of the agreement, Oglethorpe has the right and obligation to purchase all of the capacity and energy from the facility. Oglethorpe is obligated to pay to Doyle I, LLC each month a capacity charge based on a performance rating and an energy charge equal to all costs of operating the facility. Oglethorpe is also obligated to pay the actual operation and maintenance costs and the costs of capital improvements. Oglethorpe is responsible for supplying all natural gas necessary to operate the facility. Oglethorpe has the right to dispatch the facility.

    Doyle I, LLC operates the facility. Doyle I, LLC must make the units available from May 15 to September 15 each year. Subject to air permit and other limitations, Oglethorpe may dispatch the facility at other times to the extent that the facility is available.

    Oglethorpe has an option to purchase the facility at the end of the term of the agreement at a fixed price. This agreement is treated as a capital lease of the facility by Oglethorpe for financial reporting purposes. (See Note 4 of Notes to Financial Statements.)

ITEM 3. LEGAL PROCEEDINGS

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

    For information about environmental matters that could have an effect on Oglethorpe, see Note 12 of Notes to Financial Statements.

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

       Not applicable.

28

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

       Not Applicable.

ITEM 6. SELECTED FINANCIAL DATA (UNAUDITED)

       The following table presents selected historical financial data of Oglethorpe. The financial data presented as of the end of and for each year in the five-year period ended December 31, 2006, have been derived from the audited financial statements of Oglethorpe. This data should be read in conjunction with the financial statements of Oglethorpe and the notes thereto included in Item 8 and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in Item 7.

				(dollars in thousands)
				2006			2005			2004			2003			2002
Operating revenues:
	Sales to Members		$	1,127,423		$	1,136,463		$	1,279,465		$	1,167,605		$	1,127,519
	Sales to non-Members			1,456			33,060			33,307			35,948			35,802
Total operating revenues				1,128,879			1,169,523			1,312,772			1,203,553			1,163,321
Operating expenses:
	Fuel			374,144			365,073			290,106			234,172			225,008
	Production			254,658			251,830			248,084			253,865			232,312
	Purchased power			179,129			255,616			402,941			359,447			357,491
	Depreciation and amortization			157,303			153,030			153,126			141,301			140,058
	Accretion			21,932			33,996			20,456			7,815			–
	Income taxes			–			–			(3	)		(459	)		–
	Gain on sale of emission allowances			(39,529	)		(83,098	)		–			–			–
Total operating expenses				947,637			976,447			1,114,710			996,141			954,869
Operating margin				181,242			193,076			198,062			207,412			208,452
Other income, net				56,469			45,123			42,228			32,737			35,911
Net interest charges				(219,510	)		(220,546	)		(223,053	)		(223,300	)		(226,823	)
Net margin			$	18,201		$	17,653		$	17,237		$	16,849		$	17,540
Electric plant, net:
	In service		$	3,274,080		$	3,427,101		$	3,547,337		$	3,665,991		$	3,084,772
	Nuclear fuel, at amortized cost			119,076			94,159			87,941			90,283			77,247
	Construction work in progress			68,145			26,721			22,830			26,212			69,282
Total electric plant			$	3,461,301		$	3,547,981		$	3,658,108		$	3,782,486		$	3,231,301
Total assets			$	4,901,745		$	4,826,916		$	4,813,042		$	4,948,117		$	4,557,910
Capitalization:
	Long-term debt		$	3,402,094		$	3,238,648		$	3,351,664		$	3,534,185		$	2,959,194
	Obligations under capital leases			313,821			332,434			344,412			360,697			375,720
	Obligation under Rocky Mountain transactions			94,772			88,689			83,012			77,684			72,698
	Patronage capital and membership fees			497,509			479,308			461,655			444,418			427,569
	Accumulated other comprehensive loss			(28,988	)		(35,498	)		(46,760	)		(50,534	)		(56,721	)
	Subtotal			4,279,208			4,103,581			4,193,983			4,366,450			3,778,460
		Less: long-term debt and capital leases due within one year		(234,621	)		(217,743	)		(190,835	)		(237,522	)		(140,241	)
Total capitalization			$	4,044,587		$	3,885,838		$	4,003,148		$	4,128,928		$	3,638,219
Property additions			$	129,437		$	75,065		$	65,798		$	171,126		$	105,824
Energy supply (megawatt-hours):
	Generated			21,272,913			20,962,600			21,035,609			18,956,147			18,969,282
	Purchased			2,108,654			3,812,809			11,167,140			10,888,883			10,845,701
	Available for sale			23,381,567			24,775,409			32,202,749			29,845,030			29,814,983
Member revenues per kWh sold				4.90¢			4.79¢			4.10¢			4.00¢			4.04¢

29

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

Forward-Looking Statements and Associated Risks

    This Annual Report on Form 10-K contains forward-looking statements, including statements regarding, among other items, (i) anticipated trends in the business of Oglethorpe, (ii) Oglethorpe's future power supply requirements, resources and arrangements, (iii) Oglethorpe's expected future capital expenditures and (iv) disclosures regarding market risk included in "QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK." Some forward-looking statements can be identified by use of terms such as "may," "will," "expects," "anticipates," "believes," "intends," "projects," "plans" or similar terms. These forward-looking statements are based largely on Oglethorpe's current expectations and are subject to a number of risks and uncertainties, some of which are beyond Oglethorpe's control. For some of the factors that could cause actual results to differ materially from those anticipated by these forward-looking statements, see "ACCOUNTING POLICIES – Critical Accounting Policies" below, "BUSINESS – OGLETHORPE POWER CORPORATION – Competition" and "ENVIRONMENTAL AND OTHER REGULATION." In light of these risks and uncertainties, Oglethorpe can give no assurance that events anticipated by the forward-looking statements contained in this Annual Report will in fact transpire.

Executive Overview

    Oglethorpe is a not-for-profit electric cooperative whose principal business is providing wholesale electric service to 38 Members. Consequently, substantially all of Oglethorpe's revenues and cash flow is derived from sales to the Members pursuant to long-term, take-or-pay wholesale power contracts. These contracts obligate the Members jointly and severally to pay all of Oglethorpe's costs and expenses associated with owning and operating its power supply business. To that end, Oglethorpe's existing rate structure provides for a pass-through of actual energy costs. Charges for fixed costs (including capacity, other non-energy charges, debt service obligations and the margin required to meet Oglethorpe's Margins for Interest Ratio rate covenant) are carefully managed throughout the year to ensure that sufficient capacity-related revenues are produced. This rate structure provides Oglethorpe with the ability to manage its revenues to assure full recovery of its costs in rates and has resulted in a consistent record of meeting all of its financial requirements. The year 2006 was no exception as revenues were sufficient, but only sufficient, to recover all costs and to satisfy all debt service obligations and financial covenants, including Oglethorpe's annual margin requirement.

    In 2005, each of Oglethorpe's Members extended the base term of their wholesale power contract with Oglethorpe by 25 years to 2050. This term is sufficient to cover the projected remaining useful lives of all of Oglethorpe's assets. In connection with the contract extension, Oglethorpe undertook a systematic program to refinance or otherwise reamortize a portion of its long-term debt to better match the amortization of its debt to the projected useful lives of its assets. This program was begun in 2006 and is planned to be completed by the end of 2008.

    Throughout 2006, Oglethorpe maintained a strong liquidity position that is comprised of a diversified, cost-effective mix of cash (including short-term investments), committed lines of credit and a commercial paper program. Unrestricted available liquidity at year-end was $824 million.

    Although Members have had the option to acquire resources from other suppliers since 1997, in 2003, Oglethorpe entered into amended agreements with its Members giving the Members direct responsibility for the planning and procurement of their future power supply requirements. Under these member agreements, Oglethorpe is limited in its ability to develop or obtain new power supply resources to assist the Members with their future, incremental power requirements without the approval of a substantial majority of the Members. This is particularly relevant since the Members have had to plan and implement power supply options to replace a portion of the energy that was being provided by two significant power marketer agreements that terminated at the end of December 2004 and March 2005, respectively. Plans by the Members to replace the portion of energy being provided by these two agreements were implemented smoothly. While Oglethorpe resources (generating facilities and power purchase contracts) had historically provided more than 90% of the Members' requirements, as a result of the terminations of the power marketer agreement with LG&E Energy Marketing Inc. ("LEM") at the end of 2004 and the power marketer agreement with Morgan

30

Stanley Capital Group Inc. ("Morgan Stanley") at the end of March 2005, energy supplied by Oglethorpe accounted for approximately 66% of the Members' retail energy requirements in 2006.

    The absence of these two agreements from Oglethorpe's power supply portfolio resulted in an increase to the average cost of power that is supplied by Oglethorpe to the Members because the energy that was provided pursuant to these two agreements was at a very favorable cost to Oglethorpe. Consequently, Oglethorpe's average cost of power in 2005 increased by 17% over 2004. However, the increase in 2006 was small – only approximately 2.5%.

    When SO₂ allowance prices spiked to new highs in 2005, Oglethorpe implemented a systematic program of selling some of its excess allowances. Sales in 2005 netted approximately $83 million of which $62 million was used to offset Oglethorpe's cost of power to its Members. Oglethorpe continued this program into 2006, producing an additional $40 million of sales proceeds. All of the 2006 proceeds will be used to reduce Oglethorpe's cost of power to its Members, either in the year the sales proceeds were realized or in subsequent years.

    From time to time, Oglethorpe may assist the Members in investigating potential new power supply resources. In the latter part of 2006, Oglethorpe and its Members initiated a more formal review of the potential resources that might be required to meet the Members' power supply requirements in the 2011-2020 time period. Consequently, Oglethorpe's efforts to evaluate potential power supply acquisitions, development, or contracting opportunities for future generation needs of the Members has increased significantly. Oglethorpe is also taking steps to financially prepare for these potential opportunities.

    Oglethorpe and the Members are also very interested in the potential development and deployment of the next generation of nuclear facilities and are therefore considering participation in any initiatives that will examine the feasibility of future nuclear generating facilities with the view of preserving the option to participate in any new nuclear generation that might be developed in Georgia. Accordingly, in May 2005 Oglethorpe and the other co-owners of Plant Vogtle executed an agreement regarding exploration of development of up to two additional nuclear units at the Plant Vogtle site. Oglethorpe has the option to participate in up to 30% of any new project. The extent of Oglethorpe's ultimate involvement, if any, will be determined during the next two years.

    Responding to changing environmental requirements continues to be a challenge for Oglethorpe. Over the past several years, Oglethorpe has invested approximately $150 million to maintain compliance with various environmental regulations. The most substantial of these expenditures included the installation of selective catalytic reduction control technologies at Plant Wansley and the conversion of Plant Scherer to permit it to burn Powder River Basin coal. Further, the construction of flue gas desulfurization systems at Plant Wansley is now underway at a cost of about $130 million. Oglethorpe anticipates that mercury controls, selective catalytic reduction and flue gas desulfurization systems will be installed at Plant Scherer by the end of 2014, at a cost of over $600 million. One of the most significant risks to Oglethorpe's ability to maintain competitive power costs in the future is the possibility of additional capital expenditures and increased operational expenses for Plants Wansley and Scherer due to potential climate change legislation and regulations. While estimates of potential impacts can vary widely, it is not unlikely that Oglethorpe may be required to make significant additional investments over the next 10 to 20 years in response to this issue.

    From an operational perspective, Oglethorpe remains highly focused on the challenge of providing reliable, cost-effective fuel supply for its generating facilities. A balanced diversity of generating resources by fuel type – nuclear, coal and natural gas – helps mitigate the risk associated with any one type of fuel. The geographic diversity of coal supply – eastern and Powder River Basin – as well as the diversity of suppliers helps reduce risks associated with coal. Timely and cost-effective transportation of coal was a high priority for the corporation in 2006, with inventories returning to normal levels by year-end. Oglethorpe will maintain a sharp focus on fuel strategies as the cost of fuel, higher or lower, directly impacts the cost of power to its Members.

    In late 2006, Oglethorpe embarked on the ten-year maintenance and overhaul program required for the three units at Rocky Mountain. Oglethorpe plans to perform the required maintenance on one unit each year, with the total effort scheduled to be completed in early 2009. Of significance, as the maintenance is

31

performed, Oglethorpe plans to replace the runners in each unit with a newly manufactured, more efficient design that will result in increasing the capacity of each unit by an estimated 60 MW, or a 20% increase in capacity. While there is always some element of risk in an undertaking of this type, Oglethorpe believes that the opportunity to increase the capacity of these units at a fairly nominal cost will add substantial value to its Members.

    Additionally, there are certain risks inherent in Oglethorpe's undivided ownership interests in its two nuclear facilities, Plants Hatch and Vogtle. One such risk is the storage of spent fuel. While the progress towards a national repository is disappointing, both facilities have on-site storage capabilities. It is forecasted that the on-site storage capabilities at Plant Hatch can be expanded to accommodate spent fuel through the expected life of the plant. Plant Vogtle is projected to have on-site storage capabilities well into the next decade, which are capable of further expansion. Another risk unique to nuclear facilities is the funding for the expected cost of decommissioning. Oglethorpe continues to maintain adequate balances in its external trust fund based on recent specific site studies, NRC minimum funding requirements and assumptions regarding investment earnings. With respect to operational risk, both plants continue an excellent record of operations with availability and capacity factors exceeding 85% in 2006.

    Despite the many challenges and risks of operating an electric power supply corporation, Oglethorpe continues to be well positioned, both financially and operationally, to fulfill its obligations to the Members and third parties.

Summary of Cooperative Operations

Margins and Patronage Capital

    Oglethorpe operates on a not-for-profit basis and, accordingly, seeks only to generate revenues sufficient to recover its cost of service and to generate margins sufficient to establish reasonable reserves and meet certain financial coverage requirements. Revenues in excess of current period costs in any year are designated as net margin in Oglethorpe's statements of revenues and expenses. Retained net margins are designated on Oglethorpe's balance sheets as patronage capital, which is allocated to each of the Members on the basis of its percentage capacity responsibilities in the respective resources. Since its formation in 1974, Oglethorpe has generated a positive net margin in each year and had a balance of $498 million in patronage capital as of December 31, 2006. Oglethorpe's equity ratio, calculated as patronage capital and membership fees divided by total capitalization was 12.3% at December 31, 2005 and at December 31, 2006.

    Patronage capital constitutes the principal equity of Oglethorpe. Any distributions of patronage capital are subject to the discretion of the Board of Directors. However, under the Mortgage Indenture, Oglethorpe is prohibited from making any distribution of patronage capital to the Members if, at the time of or after giving effect to the distribution, (i) an event of default exists under the Mortgage Indenture, (ii) Oglethorpe's equity as of the end of the immediately preceding fiscal quarter is less than 20% of Oglethorpe's total capitalization, or (iii) the aggregate amount expended for distributions on or after the date on which Oglethorpe's equity first reaches 20% of Oglethorpe's total capitalization exceeds 35% of Oglethorpe's aggregate net margins earned after such date. This last restriction, however, will not apply if, after giving effect to such distribution, Oglethorpe's equity as of the end of the immediately preceding fiscal quarter is not less than 30% of Oglethorpe's total capitalization.

Rates and Regulation

    Pursuant to the Wholesale Power Contracts entered into between Oglethorpe and each of the Members, Oglethorpe is required to design capacity and energy rates that generate sufficient revenues to recover all costs, to establish and maintain reasonable margins and to meet its financial coverage requirements. Oglethorpe reviews its capacity rates frequently throughout the year to ensure that net margin goals are met, and is required to do so at least once annually.

    The rate schedule under the Wholesale Power Contracts implements on a long-term basis the assignment to each Member of responsibility for fixed costs. The monthly charges for capacity and other non-energy charges are based on a rate formula using the Oglethorpe budget. The Board of Directors may adjust these charges during the year through an adjustment to the annual budget. Energy charges are based on actual energy costs, including fuel costs, variable operations and maintenance costs, and purchased energy costs.

32

    Under the Mortgage Indenture, Oglethorpe is required, subject to any necessary regulatory approval, to establish and collect rates that are reasonably expected, together with other revenues of Oglethorpe, to yield a Margins for Interest Ratio for each fiscal year equal to at least 1.10. The Margins for Interest Ratio is determined by dividing Margins for Interest by Interest Charges. Margins for Interest equal the sum of (i) Oglethorpe's net margins (after certain defined adjustments), (ii) Interest Charges and (iii) any amount included in net margins for accruals for federal or state income taxes. The definition of Margins for Interest takes into account any item of net margin, loss, gain or expenditure of any affiliate or subsidiary of Oglethorpe only if Oglethorpe has received such net margins or gains as a dividend or other distribution from such affiliate or subsidiary or if Oglethorpe has made a payment with respect to such losses or expenditures.

    The rate schedule also includes a prior period adjustment mechanism designed to ensure that Oglethorpe achieves the minimum 1.10 Margins for Interest Ratio. Amounts, if any, by which Oglethorpe fails to achieve a minimum 1.10 Margins for Interest Ratio would be accrued as of December 31 of the applicable year and collected from the Members during the period April through December of the following year. The rate schedule formula is intended to provide for the collection of revenues which, together with revenues from all other sources, are equal to all costs and expenses recorded by Oglethorpe, plus amounts necessary to achieve at least the minimum 1.10 Margins for Interest Ratio.

    For 2006, 2005 and 2004, Oglethorpe achieved a Margins for Interest Ratio of 1.10.

    Under the Mortgage Indenture and related loan contract with the RUS, adjustments to Oglethorpe's rates to reflect changes in Oglethorpe's budgets are generally not subject to RUS approval. Changes to the rate schedule under the Wholesale Power Contracts are generally subject to RUS approval. Oglethorpe's rates are not subject to the approval of any other federal or state agency or authority, including GPSC.

Accounting Policies

Basis of Accounting

    Oglethorpe follows generally accepted accounting principles and the practices prescribed in the Uniform System of Accounts of FERC as modified and adopted by the RUS.

Critical Accounting Policy

    Oglethorpe has determined that the following accounting policy is important to understanding the presentation of Oglethorpe's financial condition and results of operations and requires Oglethorpe's management to make estimates and assumptions about matters that were uncertain at the time of preparation of Oglethorpe's financial statements. Changes in these estimates and assumptions by Oglethorpe's management could materially impact our results of operations and financial condition. Oglethorpe's management has discussed the development, selection and disclosure of critical accounting policies and estimates with the Audit Committee of Oglethorpe's Board of Directors.

    Oglethorpe is subject to the provisions of Statement of Financial Accounting Standards ("SFAS") No. 71, "Accounting for the Effects of Certain Types of Regulation." SFAS No. 71 permits Oglethorpe to record regulatory assets and regulatory liabilities to reflect future cost recovery or refunds that Oglethorpe has a right to pass through to the Members. At December 31, 2006, Oglethorpe's regulatory assets and liabilities totaled $237 million and $131 million, respectively. (See Note 1 of Notes to Financial Statements.) While Oglethorpe does not currently foresee any event such as competitive or other factors that would make it not probable that Oglethorpe will recover these costs from its Members as future revenues through rates under its Wholesale Power Contracts, if such an event were to occur, Oglethorpe could no longer apply the provisions of SFAS No. 71, which would require Oglethorpe to eliminate all regulatory assets and liabilities that had been recognized as a charge to its statement of operations and begin recognizing assets and liabilities in a manner similar to other businesses in general. In addition, Oglethorpe would be required to determine any impairment to other assets, including plants, and write-down those assets, if impaired, to their fair value.

New Accounting Pronouncements

    In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities", including an amendment of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." This statement permits entities to choose to measure many financial instruments and

33

certain other items at fair value that are not currently required to be measured at fair value. This statement also establishes presentation and disclosure requirements designed to facilitate comparison between entities that choose different measurement attributes for similar types of assets and liabilities. The statement provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of this Statement apply only to entities that elect the fair value option however, the amendment to SFAS No. 115 applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective for Oglethorpe January 1, 2008. Oglethorpe is evaluating what impact, if any, the adoption of FASB No. 159 will have on Oglethorpe's financial position or results of operations.

    In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of SFAS No. 157 may change the current practice for measuring fair value. SFAS No. 157 is effective January 1, 2008 and Oglethorpe is evaluating the impact, if any, that the adoption of SFAS No. 157 will have on Oglethorpe's financial position or results of operations.

New Accounting Interpretation

    In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes – an Interpretation of Financial Accounting Standards No. 109 Positions" (FIN 48). FIN 48 is effective January 1, 2007 and requires Oglethorpe to record any change in net assets that result from the adoption of FIN 48 as an adjustment to the opening balance of patronage capital.

    FIN 48 requires that Oglethorpe make qualitative and quantitative disclosures, including discussion of reasonably possible changes that might occur in the recognized benefits over the next twelve months; a description of open tax years by major jurisdictions; and a roll-forward of all unrecognized tax benefits, presented as a reconciliation of the beginning and ending balances of the unrecognized tax benefits on a aggregated basis. The adoption of FIN 48, effective January 1, 2007, did not have a material impact on Oglethorpe's patronage capital.

Results of Operations

Power Marketer Arrangements

    Oglethorpe has utilized power marketer arrangements to reduce the cost of power to the Members. Oglethorpe had a power marketer agreement with LEM for approximately 50% of the load requirements of 37 of the Members that terminated as of December 31, 2004. Oglethorpe also had an additional power marketer agreement with Morgan Stanley with respect to 50% of the 38 Members and Flint EMC's then forecasted load requirements which terminated on March 31, 2005. The LEM agreement was based on the actual requirements of the participating Members during the contract term, whereas the Morgan Stanley agreement represented a fixed supply obligation. Generally, these arrangements benefited the Members by limiting the risk of unit availability and by providing future needs at a competitive fixed price. Most of Oglethorpe's generating facilities and power purchase arrangements were available for use by LEM and Morgan Stanley. Oglethorpe continued to be responsible for all of the costs of its system resources but received revenue from LEM and Morgan Stanley for the use of the resources.

    The absence of these two agreements (effective January 1, 2005 and April 1, 2005 for LEM and Morgan Stanley, respectively) from Oglethorpe's power supply portfolio resulted in an increase in the average cost of power supplied by Oglethorpe to the Members because the energy that was provided pursuant to these two agreements was at a very favorable cost to Oglethorpe. For further discussion regarding purchased power costs see "Operating Expenses" below.

Operating Revenues

    Sales to Members.    Oglethorpe's operating revenues fluctuate from period to period based on factors including weather and other seasonal factors, load growth in the service territories of Oglethorpe's Members, operating costs, availability of electric generation resources, Oglethorpe's decisions of whether to dispatch its owned or purchased resources or Member-owned resources over which it has dispatch rights and by Members' decisions of whether to purchase a portion of their hourly energy requirements from Oglethorpe resources or from other suppliers.

34

    Total revenues from sales to Members decreased by 0.8% for 2006 compared to 2005 and by 11.2% for 2005 compared to 2004. The components of Member revenues were as follows:

		(dollars in thousands)
		2006		2005		2004
Capacity revenues	$	568,425	$	552,264	$	626,324
Energy revenues		558,998		584,199		653,141
Total	$	1,127,423	$	1,136,463	$	1,279,465

    Capacity revenues from Members increased 2.9% in 2006 compared to 2005 and decreased 11.8% in 2005 compared to 2004. For 2006 and 2005 capacity revenues reflect reduced collections from Members of $29.3 million and $61.9 million, respectively. Both the 2006 and 2005 reduced revenue collections were related to gains on the sale of SO₂ allowances. See Note 10 of Notes to Financial Statements for further discussion regarding the sale of SO₂ allowances. In addition, capacity revenues for 2006 compared to 2005 were also reduced by $15.2 million due to the expiration of the GPC purchased power agreement effective March 31, 2006. Capacity revenues for 2005 as compared to 2004 were reduced due to the Members' monthly power bill prepayment program that provides the Members with a discount for prepaying their monthly power bills. The prepayment funds were deposited in the RUS Cushion of Credit Account. The last remaining deposits in the RUS Cushion of Credit Account were applied against RUS and FFB debt service in October 2006 leaving a zero balance in the account.

    Energy revenues from Members decreased by 4.3% in 2006 compared to 2005 and decreased by 10.6% in 2005 compared to 2004. The decrease in energy revenues for 2006 as compared to 2005 was due partly to the discontinuation of Oglethorpe's capacity and energy pool, effective March 31, 2005, and partly to the expiration of the GPC purchased power agreement, offset somewhat, by an increase in fuel costs passed through to Members due primarily to an increase in generation. The decrease in energy revenues for 2005 as compared to 2004 was primarily due to a decrease in the pass-through of purchased power energy costs due to the expiration of power marketer agreements with LEM and Morgan Stanley. See "Power Marketers Arrangements" above for further discussion. Lower purchased power energy costs passed through to Members in 2005 compared to 2004 were offset somewhat by higher energy costs associated with significantly higher natural gas prices incurred for fuel used at Oglethorpe's combustion turbine facilities and to higher generation and fuel costs at Oglethorpe's coal-fired generating plants.

    The following table summarizes the amounts of kWh sold to Members and total revenues per kWh during each of the past three years:

	(in thousands) Kilowatt-hours	Cents per Kilowatt-hour
2006	23,019,482	4.90
2005	23,721,939	4.79
2004	31,213,210	4.10

    In 2006 and 2005 kWh sales to Members decreased 3.0% and 24.0% as compared to the same prior year periods, respectively. The average revenue per kWh from sales to Members increased 2.2% for 2006 compared to 2005 and increased 16.9% for 2005 compared to 2004. The decrease in kWh sales to Members in 2006 was partly due to the discontinuation of Oglethorpe's capacity and energy pool, through which Oglethorpe bought and sold short-term energy from/to non-Members for the benefit of Members participating in the pool. The capacity and energy pool was discontinued effective March 31, 2005. The expiration of an agreement to purchase capacity and energy from GPC also contributed to the decrease in MWhs sold to Members. For further discussion regarding purchased power costs, see "Operating Expenses" below.

    The decrease in kWh sales to Members in 2005 resulted primarily from the termination of the LEM and Morgan Stanley power marketer agreements as previously dicussed.

    The energy portion of Member revenues per kWh decreased 1.4% in 2006 as compared to 2005 and increased 17.7% in 2005 compared to 2004. Oglethorpe passes through actual energy costs to the Members such that energy revenues equal energy costs. The decrease in average energy revenues per kWh in 2006 as compared to 2005 resulted primarily from the reduction in the pass through of purchased power costs due to the discontinuation of the capacity and energy pool and the expiration of the GPC agreement as discussed above. The higher energy revenues per kWh in 2005 resulted primarily from the termination of the LEM and Morgan Stanley power marketer agreements. (See "Operating Expenses" below.)

35

    Sales to Non-Members.    Sales to non-Members were primarily from capacity and energy sales to Alabama Electric Cooperative under an agreement to sell 100 MW of capacity for the period June 1998 through December 2005. In addition, Oglethorpe sold short-term energy to non-Members for the benefit of Members participating in its capacity and energy pool. The capacity and energy pool was discontinued effective March 31, 2005. Total non-Member revenues for 2006, 2005 and 2004 were $1,456,000, $33,060,000 and $33,307,000, respectively.

Operating Expenses

    Oglethorpe's operating expenses (excluding the 2006 and 2005 gains related to the sale of SO₂ allowances of $39.5 million and $83.1 million, respectively) decreased 6.8% in 2006 compared to 2005 and were 4.9% lower in 2005 compared to 2004. The decrease in operating expenses in 2006 as compared to 2005 was partly due to decreases in purchased power and accretion expenses offset sowewhat by an increase in fuel costs. The decrease in operating expenses for 2005 as compared to 2004 was primarily due to lower purchased power costs offset somewhat by higher fuel and accretion expenses.

    Total fuel costs increased 2.5% in 2006 compared to 2005 and increased 25.8% in 2005 as compared to 2004. For 2006 the increase in total fuel cost was primarily due to a 1.5% increase in generation. The increase in total fuel costs in 2005 resulted from both the mix of generation and the higher prices incurred for natural gas. The higher percentage of generation from fossil and gas-fired facilities combined with the higher natural gas prices for 2005 as compared to 2004 resulted in a 26.1% increase in average fuel costs. For 2005 compared to 2004 total generation decreased less than 1%.

    Purchased power costs decreased 29.9% in 2006 as compared to 2005 and decreased 36.6% in 2005 compared to 2004 as follows:

		(dollars in thousands)
		2006		2005		2004
Capacity costs	$	46,259	$	60,683	$	63,304
Energy costs		132,870		194,933		339,637
Total	$	179,129	$	255,616	$	402,941

    The decrease in purchased power capacity costs for 2006 compared to 2005 was due to the expiration of the GPC purchased power agreement effective March 31, 2006 as discussed previously. The decrease in purchased power capacity costs for 2005 as compared to 2004 resulted primarily from a decrease in the cost of services provided by GSOC.

    Purchased power energy costs decreased 31.8% in 2006 compared to 2005 and decreased 42.6% in 2005 compared to 2004. The average cost of purchased power energy per kWh increased 23.8% in 2006 compared to 2005 and increased 68.1% in 2005 compared to 2004. The decrease in purchased power energy costs for 2006 was partly due to the discontinuation of Oglethorpe's capacity and energy pool, effective March 31, 2005, and partly due to the expiration of the GPC purchased power agreement. The expiration of the GPC agreement with its favorable energy cost to Oglethorpe was the primarily reason for the increase in average energy cost per kWh. The decrease in purchased power energy costs in 2005 resulted primarily from the termination of the LEM and Morgan Stanley power marketer agreements offset somewhat by an increase in energy purchases from other power companies. The increase in average purchased power energy costs in 2005 was a result of the termination of the LEM and Morgan Stanley agreements which provided energy at very favorable costs. The amount of purchased power MWhs decreased 44.7% in 2006 compared to 2005 and decreased 65.9% in 2005 compared to 2004.

    Purchased power expenses for the years 2004 through 2006 include the cost of capacity and energy purchases under various long-term power purchase agreements. Oglethorpe's capacity and energy expenses under these agreements amounted to approximately $103 million in 2006, $163 million in 2005 and $124 million in 2004. For a discussion of the power purchase agreements, see Note 9 of Notes to Financial Statements.

    Accretion expense represents the change in the asset retirement obligations due to the passage of time. For nuclear decommissioning, Oglethorpe records a regulatory asset or liability for the timing difference in accretion expense recognized under SFAS No. 143 compared to the expense recovered for ratemaking purposes. The accretion expense recognized is equal to the earnings from the decommissioning trust fund. Accretion expense totaled $21.9 million in 2006, $34.0 million in 2005 and $20.5 million in 2004. The higher accretion expense in 2005 is primarily due to the increased amortization of deferred asset retirement costs

36

per approval by the Board of Directors. During 2006 Oglethorpe sold SO₂ allowances in excess of its needs to various parties and received approximately $39.5 million in net proceeds from these sales. The proceeds received from sale of SO₂ allowances was offset, however, by a $29.3 million reduction in Sales to Members and by $10.2 million in accelerated amortization of deferred amortization of capital leases. During 2005 Oglethorpe sold SO₂ allowances in excess of its needs to various parties and received approximately $83.1 million in net proceeds from these sales. This gain on sale of SO₂ allowances was offset, however, by a $61.9 million reduction in Sales to Members and by $21.2 million in accelerated amortization of deferred asset retirement costs in the form of accretion expense. As a result there was no change to net margin for 2006 and 2005 from the gains on sales of SO₂ allowances.

Other Income (Expense)

    Investment income increased 28.4% in 2006 compared to 2005 and increased 8.3% in 2005 compared to 2004. The increase in 2006 compared to 2005 was due to higher earnings from Oglethorpe's decommissioning trust fund and from higher interest earnings on cash and cash equivalent investments. The higher earnings on cash and cash equivalents were partly due to higher returns on these investments and partly due to higher average investment balance. These increases were offset somewhat by lower earnings on funds deposited in the RUS Cushion of Credit Account resulting from lower average investment balance. At December 31, 2006, there were no remaining deposits invested in the RUS Cushion of Credit Account; therefore, there will not be any additional income relative to these investments in subsequent periods unless additional funds are deposited in the account. The increase in 2005 compared to 2004 was primarily due to earnings on funds deposited in the RUS Cushion of Credit account offset somewhat by lower earnings from the decommissioning trust fund.

Net Margin

    Oglethorpe's net margin for 2006, 2005 and 2004 was $18.2 million, $17.7 million and $17.2 million, respectively. These amounts were exactly sufficient to meet the 1.10 Margins for Interest requirement under the Mortgage Indenture. Oglethorpe's margin requirement is based on a ratio applied to interest charges. In addition, Oglethorpe's margins include certain items that are excluded from the Margins for Interest Ratio, such as non-cash capital credits allocation from GTC. Oglethorpe's non-cash capital credits allocation from GTC was $1.5 million, $1.4 million and $1.3 million for 2006, 2005 and 2004, respectively. (See "Summary of Cooperative Operations – Rates and Regulations" above.)

Financial Condition

Overview

    Oglethorpe's financial condition remained stable at December 31, 2006. It achieved a 1.10 Margins for Interest Ratio for the year, as required by the Mortgage Indenture. This 1.10 margin coverage produced a net margin of $18 million, which caused a corresponding increase in patronage capital (equity), bringing total patronage capital to $498 million at December 31, 2006. Oglethorpe's equity to capitalization ratio was 12.3% at year end.

    Oglethorpe maintained a strong liquidity position with $824 million of unrestricted available liquidity at December 31, 2006.

    There was a net increase in long-term debt outstanding of approximately $150 million due to the issuance of $300 million of first mortgage bonds. The average interest rate on the $3.4 billion of long-term debt outstanding at December 31, 2006 was 5.4%.

    Property additions totaled $129 million and were financed with a combination of funds from operations and long-term borrowings. The expenditures were primarily for purchases of nuclear fuel ($60 million), normal additions and replacements to existing generation facilities ($39 million) and environmental control facilitites being installed at the coal-fired generating plants ($23 million).

    The three major rating agencies have all assigned investment grade credit ratings to Oglethorpe, with a stable outlook.

Liquidity and Sources of Capital

    Sources of Capital.    Oglethorpe has historically obtained the majority of its long-term financing from RUS-guaranteed loans funded by FFB. In the future, however, RUS-guaranteed funding for new generation facilities may be limited due to budgetary pressures faced by Congress (see "OGLETHORPE POWER

37

CORPORATION – Relationship with RUS"). In addition, over the next ten years loan demand is projected to exceed RUS-guaranteed funding authorization levels unless there is an increase over current levels of funding. Therefore, any new generation facilities that Oglethorpe may build in the future on behalf of its Members would likely be financed through a variety of sources, including RUS-guaranteed loans and capital market financings.

    Oglethorpe has also obtained a substantial portion of its long-term financing requirements from the issuance of tax-exempt PCBs and expects that it will be able to issue additional tax-exempt debt in the future. However, the types of equipment that will qualify for tax-exempt financing is less than in the past due to changes in tax laws and regulations.

    In addition, Oglethorpe's operations have historically provided a sizable contribution to its funding of capital requirements, such that internally generated funds have provided interim funding or long-term capital for nuclear fuel purchases, replacements and additions to existing generating facilities, general plant additions, and retirement of long-term debt. However, due to the significant amount of expenditures currently underway relating to environmental compliance at its coal-fired generating facilities, in the future Oglethorpe anticipates that it will meet its capital requirements through a combination of funds generated from operations and short and long-term borrowings. See "Financing Activities" for more detailed information regarding Oglethorpe's financing plans.

    Liquidity.    At December 31, 2006, Oglethorpe had $824 million of unrestricted available liquidity to meet short-term cash needs and liquidity requirements. This amount included $424 million of cash and cash equivalents and $400 million of unused committed credit arrangements. The cash and cash equivalents at year-end were higher than normal due to proceeds from a $300 million issuance of first mortgage bonds in October 2006. In 2007, Oglethorpe expects to utilize a substantial portion of the first mortgage bond proceeds to fund the installation of environmental control equipment at one of its coal-fired generating plants.

    Oglethorpe also had $61 million invested in auction rate securities at December 31, 2006. These securities have maturities in excess of one year and as such are classified as long-term investments. However, most of these securities re-price in auctions that occur every 35 days or less, and Oglethorpe could seek to liquidate these securities at the end of any auction period.

    In addition to unrestricted available liquidity, Oglethorpe had $18 million in restricted cash and cash equivalents at December 31, 2006. The $18 million was on deposit with a trustee relating to PCBs issued in October 2006, the proceeds of which were used to refinance a like amount of PCB principal maturing in January 2007 (see "Financing Activities").

    Net cash provided by operating activities was $188 million in 2006, a decrease of $118 million compared to year-end 2005, and averaged approximately $250 million for the three-year period 2004 through 2006. A substantial portion of the cash flow decrease in 2006 related to higher than normal purchases of fossil fuel during the year in an effort to raise inventory levels that had been reduced in 2005 due to rail transportation bottlenecks. Additionally, cash flow related to receivables and payables decreased in 2006 due to the normal variations in timing of receipts and disbursements.

    The $400 million of credit arrangements mentioned above is comprised of three separate facilities as reflected in the table below:

Committed Short-Term Credit Facilities
(dollars in millions)
			Authorized Amount		Available Amount	Expiration Date
Commercial Paper
	Backup Line of Credit	$	300	$	300	September 2007
CoBank Line of Credit			50		50	November 2008
CFC Line of Credit			50		50	October 2008

    Oglethorpe expects to renew these short-term credit facilities, as needed, prior to their respective expiration dates. All of the credit facilities provide for both bank rate and LIBOR based borrowings.

    Under the commercial paper program Oglethorpe is authorized to issue commercial paper in amounts that do not exceed the amount of its committed backup line of credit, thereby providing 100% dedicated support for any paper outstanding. Oglethorpe periodically assesses its needs to determine the appropriate amount of commercial paper backup to maintain and currently has in place a $300 million committed backup credit facility provided by a group of six banks that was syndicated by Bank of America. Oglethorpe plans to renew this facility prior to its expiration in September 2007, and

38

may increase the size of the facility by $100 million or more.

    The commercial paper backup line of credit contains a financial covenant requiring Oglethorpe to maintain patronage capital at levels not less than 110% of the facility commitment amount. This currently equates to $330 million, and year-end patronage capital exceeded this amount by $168 million. One additional covenant limits secured indebtedness to $4.5 billion and unsecured indebtedness to $1 billion during the term of the credit agreement, and Oglethorpe's debt levels are well below these thresholds.

    Along with the lines of credit from CoBank and the National Rural Utilities Cooperative Finance Corporation ("CFC"), the backup line of credit supporting commercial paper may also be used for general working capital needs. However, due to the requirement to have 100% dedicated backup for any outstanding commercial paper, if any amounts are drawn under the backup facility for working capital, it will reduce the amount of commercial paper that Oglethorpe can issue.

    Liquidity Covenants.    Oglethorpe currently has three financial agreements in place which contain liquidity covenants. These agreements include the two interest rate swaps relating to PCB transactions and the Rocky Mountain lease transactions. The aggregate amount of liquidity that Oglethorpe will be required to maintain pursuant to these agreements during 2007 is $67 million, and Oglethorpe estimates that it will have sufficient liquidity to satisfy these requirements.

Financing Activities

    In August 2005, RUS approved a $92 million loan for Oglethorpe that will fund expenditures for routine additions and replacements to generation facilities incurred in 2004 through 2006, and those expected to be incurred in 2007 through 2010. In September 2006, RUS approved a $78 million loan that will fund capital expenditures incurred in 2005 and 2006, and those expected to be incurred in 2007 through 2009 relating to compliance with certain environmental regulations. Oglethorpe expects to have both loans fully drawn by year-end 2010. Both loans will be funded through the FFB and guaranteed by the RUS, and the debt will be secured under Oglethorpe's Mortgage Indenture.

    Oglethorpe currently has three pending loan applications at the RUS. The first one is for $349 million to fund capital expenditures in the 2007 through 2014 time frame relating to compliance with certain environmental regulations. This loan application was originally submitted in September 2005 and revised in June 2006. Oglethorpe expects RUS to act on it in late 2007 or early 2008. The second one is for $98 million to fund expenditures for normal additions and replacements at existing generation facilities in 2006 through 2011. This loan application was submitted in October 2006 and Oglethorpe does not expect RUS to act on it until 2008. The third one is for $1.8 billion to fund Oglethorpe's potential 30% undivided interest in two new proposed nuclear units that may be built at the existing Plant Vogtle site (see "OGLETHORPE'S POWER SUPPLY RESOURCES – Future Power Supply Resources" and "Executive Overview"). This loan application was submitted in December 2006 and Oglethorpe does not expect RUS to act on it until 2009 at the earliest.

    If approved, all three of these loans will be funded through the FFB and guaranteed by the RUS, and the debt will be secured under Oglethorpe's Mortgage Indenture.

    Oglethorpe recently received tax-exempt financing allocations from the state of Georgia totaling $200 million. $50 million was received in 2005 and relates to scrubbers being installed at Plant Wansley to reduce sulfur dioxide emissions. $150 million was received in 2006 and relates to equipment being installed at Plant Scherer to control mercury emissions, although it is uncertain at this time if enough of this equipment will qualify to take advantage of the full amount of the allocation. The tax-exempt bonds can be issued any time within a three-year window that begins the year after the allocation was awarded. Currently, Oglethorpe anticipates issuing tax-exempt PCBs for both projects in 2008.

    In 2006, Oglethorpe received an allocation from the Internal Revenue Service ("IRS") to issue $24 million of Clean Renewable Energy Bonds ("CREBs") to fund an upgrade project currently underway at its Rocky Mountain generating facility. CREBs were created under the Energy Policy Act of 2005 to provide state and local governments and electric cooperatives with a federal incentive to invest in renewable energy generation projects, similar to the production tax credits available to investor-owned utilities that invest in such projects. The program was designed such that in lieu of the CREBs issuer paying interest to the bondholder, the federal government will give the holder of a CREB a

39

tax credit. Oglethorpe had its CREB application submitted to the IRS on its behalf by CFC, along with the applications of 50 other electric cooperatives. CFC, as a qualified issuer under the program, will issue the bonds and in turn loan the proceeds, at a one percent rate of interest, to the cooperatives whose applications were approved. All CREBs must be issued by December 31, 2008, and Oglethorpe anticipates closing its CREBs related loan with CFC in late 2007 or sometime in 2008.

    Oglethorpe has a program in place under which it is refinancing, on a continued tax-exempt basis, the annual principal maturities of serial bonds and the annual sinking fund payments of term bonds originally issued on behalf of Oglethorpe by various county development authorities. The refinancing of these PCB principal maturities allows Oglethorpe to preserve a low-cost source of financing. To date, approximately $242 million has been refinanced under this program, including $21 million of PCB principal that matured in January 2007 (of which GTC had an assumed obligation to pay $3.6 million, as discussed below). In the fall of 2007, Oglethorpe plans to refinance an additional $22 million of PCB principal that matures in January 2008 (of which GTC has an assumed obligation to pay $3.7 million) and has Board approval to continue this refinancing program through 2019.

    Under an indemnity agreement executed in connection with GTC's assumption of PCB indebtedness as part of a 1997 corporate restructuring (see "Off-Balance Sheet Arrangements – GTC Debt Assumption") and a new indemnity agreement executed in connection with GTC's assumption of PCB refunding indebtedness in October 2006, GTC is entitled to participate in any future prepayment of assumed PCB debt by agreeing to assume a portion of the refunding indebtedness. As such, GTC elected to participate in the refinancing of the January 2007 maturities discussed above, and Oglethorpe anticipates that GTC will continue to participate in these annual refinancings for the foreseeable future.

    In connection with the extension of the wholesale power contracts from 2025 to 2050, Oglethorpe has embarked on a program to refinance or othwerwise reamortize a portion of its PCB and FFB debt. An extension of the debt maturitites will provide for better alignment of principal amortization with the projected useful lives of Oglethorpe's assets, which are currently projected to operate well beyond the original contract termination date of 2025. In two separate transactions that closed in October 2006, Oglethorpe refinanced $350 million of PCB bullet maturities (of which GTC had an assumed obligation to pay $37 million) that were scheduled to mature in 2019 through 2022 with PCB refunding debt that will mature in 2036 through 2041. In one of these two transactions, the refinancing of the $21 million of January 2007 PCB maturities (discussed above) was accomplished by combining the debt with the bullet maturities in a single refinancing transaction. Oglethorpe plans to refinance its remaining $267 million of PCB bullet maturities (currently scheduled to mature in 2018 through 2024) within the next two years and extend the maturities on this debt in a similar fashion.

    In mid-2007, Oglethorpe expects to extend the maturities on $400 million to $450 million of existing FFB debt advances under a new program currently being implemented by RUS. The program provides for a one-time extension of FFB debt, with a maximum debt life of 55 years from the date of original issuance, while maintaining the current interest rate on the debt. In Oglethorpe's case, this will allow for extensions of between 13 and 20 years for these advances. While it is not a refinancing, Oglethorpe will have to pay a debt modification fee to the FFB currently estimated at $5 million.

    Oglethorpe issued $300 million of taxable, fixed-rate first mortgage bonds in October 2006. A substantial portion of the proceeds will be used to fund certain environmental control equipment and the remainder will be used for general corporate purposes. The environmental control facilities are being installed at Plant Scherer Unit 2, a unit that is subject to a sale-leaseback transaction. Because of the sale-leaseback, additions to Unit 2 are not eligible for RUS financing.

Capital Requirements

    Capital Expenditures.    As part of its ongoing capital planning, Oglethorpe forecasts expenditures required for generating facilities and other capital projects. The table below details these expenditure forecasts for 2007 through 2009. Actual expenditures may vary from the estimates listed in the table because of factors such as changes in business conditions, design changes and rework required by regulatory bodies, delays in obtaining necessary regulatory approvals, construction

40

delays, cost of capital, equipment, material and labor, and changing environmental requirements.

Capital Expenditures (1)
(dollars in millions)
Year		Existing Generation (2)		Environmental Compliance		Nuclear Fuel		General Plant		Total
2007	$	68	$	97	$	42	$	4	$	211
2008		70		108		48		3		229
2009		54		47		75		3		179
Total	$	192	$	252	$	165	$	10	$	619

(1)

Excludes allowance for funds used during construction.

    In addition to the expenditures reflected in the table above, Oglethorpe expects to pay GPC between $25 and $50 million in connection with the nuclear development option agreement through April 2008, the currently anticipated latest date for Oglethorpe to reduce participation, either partially or completely, in up to two additional nuclear units at Plant Vogtle and receive a refund of these costs (pro rata with interest). For information about preliminary steps Oglethorpe has taken to procure financing in the event it elects to participate, see "Financing Activities". For a more detailed discussion of the nuclear development option agreement, see "OGLETHORPE'S POWER SUPPLY RESOURCES – Future Power Resources".

    Oglethorpe is subject to environmental regulations and may be subject to future additional environmental regulations, including future implementation of existing laws and regulations. Since alternative legislative and regulatory environmental compliance programs continue to be debated on a national level, it is difficult to predict what capital costs may ultimately be required, even in the near term. Oglethorpe monitors the on-going debate to gauge a range of possible capital expenditure outcomes. The environmental compliance expenditures reflected in the table above include a scrubber installation project (for sulfur dioxide removal) currently underway at Plant Wansley and a mercury removal project expected to start this year at Plant Scherer. While estimates can vary widely, it is likely that Oglethorpe will be required to make additional investments in the range of approximately $400 million to $600 million relating to environmental compliance programs beyond the period reflected in the table above.

    Depending on how Oglethorpe and the other co-owners of Plants Scherer and Wansley choose to comply with these proposed regulations, both capital expenditures and operating expenditures may be impacted. In any event, as required by the Wholesale Power Contracts, Oglethorpe expects to be able to recover from its Members all capital and operating expenditures made in complying with current and future environmental regulations.

    For additional information, see "BUSINESS – ENVIRONMENTAL AND OTHER REGULATION – Clean Air Act."

    Contractual Obligations.    The table below reflects, as of December 31, 2006, Oglethorpe's contractual obligations for the periods indicated.

Contractual Obligations
(dollars in millions)
			2007		2008- 2009		2010- 2011		Beyond 2011		Total
Long-Term Debt:
	Principal	$	205	$	356	$	368	$	2,473	$	3,402
	Interest (1)		179		329		286		1,254		2,048
Capital Leases (2)			44		89		89		242		464
Operating Leases			5		10		11		38		64
Unconditional Power Purchases			72		106		59		255		492
Rocky Mtn. Lease Transactions (3)			—		—		—		372		372
Chattahoochee O&M Agmts.			19		40		43		159		261
Asset Retirement Obligations (4)			—		—		—		2,400		2,400
Total		$	524	$	930	$	856	$	7,193	$	9,503

(1)

Includes interest expense related to variable rate debt that had a weighted average interest rate of 3.66% at 1/1/07, and includes an assumption for future variable rates based on a forward BMA curve.

(2)

Amounts represent total rental payment obligations, not amortization of debt underlying the leases.

(3)

Oglethorpe entered into a funding agreement with a highly rated entity to fund this obligation. For additional information, see "Off-Balance Sheet Arrangements-Rocky Mountain Lease Arrangments" below.

(4)

A substantial portion of this amount relates to the decommissioning of nuclear facilities.

Inflation

    As with utilities generally, inflation has the effect of increasing the cost of Oglethorpe's operations and construction program. Operating and construction costs have been less affected by inflation over the last few years because rates of inflation have been relatively low.

Credit Rating Risk

    The table below sets forth Oglethorpe's current debt ratings.

Oglethorpe Ratings	S&P	Moody's	Fitch
Senior secured debt	A	A3	A
Short-term/commercial paper	A-1	P-2	F-1

    Oglethorpe has financial agreements containing provisions which, upon a credit rating downgrade below

41

specified levels, may require the posting of collateral (in the form of either letters of credit, surety bonds or cash) or termination of the agreement. The table below sets forth the more significant rating triggers contained in Oglethorpe's financial agreements.

Rating Triggers			S&P	Moody's	Fitch
AIG Interest Rate Swaps
	Senior Secured		BBB-	Baa3	NA  (1)
JPMC Interest Rate Swaps
	Senior Secured
		Related to Collateral	All  (2)	All  (2)	All  (2)
		Related to Termination	BBB-	Baa3	BBB-
Rocky Mountain Lease
	Senior Secured		BBB	Baa2	BBB
	Senior Unsecured		BBB-	Baa3	BBB-

(1)

NA = rating not included as a trigger in agreement

(2)

Posting of collateral required only if mark to market value of swap exceeds credit threshold provided to Oglethorpe at any given rating level.

    For a discussion of Oglethorpe's interest rate swap arrangements and the rating triggers contained therein, see "QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK – Interest Rate Risk – Interest Rate Swap Transactions."

    Provisions in the Rocky Mountain lease transactions could require Oglethorpe to post surety bonds or letters of credit in the amount of $50 million if Oglethorpe fails to maintain at least two of the three ratings shown in the table above for each of the senior secured and the senior unsecured debt (if any and if rated) or if it fails to maintain at least $50 million in available liquidity.

    Provisions in the RUS Loan Contract and certain PCB loan agreements contain covenants based on credit ratings that could result in increased interest rates or restrictions on issuing debt. Also, borrowing rates and commitment fees in the CFC line of credit agreement are based on credit ratings and could therefore increase if Oglethorpe's ratings are lowered. None of these covenants, however, would result in acceleration of any debt.

    Given its current level of ratings, Oglethorpe's management does not have any reason to expect a downgrade that would put its ratings below the rating triggers contained in any of its financial agreements, with the exception of the rating triggers relating to collateral at all rating levels under the JPMC swaps. In that case, however, the amount of credit extended to Oglethorpe by JPMC makes it unlikely in management's opinion that posting of additional collateral would be required. However, Oglethorpe's ratings reflect the views of the rating agencies and not of Oglethorpe, and therefore Oglethorpe cannot give any assurance that its ratings will be maintained at current levels for any period of time.

Off-Balance Sheet Arrangements

    Oglethorpe is liable for certain contractual obligations for which other parties are liable, and Oglethorpe would be expected to pay only if the other parties fail to satisfy such obligations. These obligations are not shown on Oglethorpe's balance sheet and are described below.

    GTC Debt Assumption.    In connection with a corporate restructuring in 1997 in which Oglethorpe sold its transmission related assets to GTC (which represented 16.86% of Oglethorpe's assets), GTC assumed 16.86% of the then outstanding indebtedness associated with PCBs pursuant to an Assumption Agreement and an Indemnity Agreement. If GTC fails to satisfy its obligations under this debt assumption, Oglethorpe would then remain liable for any unsatisfied amounts. In that event, Oglethorpe would be entitled to reimbursement from GTC for any amounts paid by Oglethorpe. At December 31, 2006, the total obligation assumed by GTC relating to outstanding PCB principal was $98 million. GTC's estimated payments of principal and interest in 2007 pursuant to this assumed obligation is approximately $8 million.

    Oglethorpe also remains secondarily liable for a 16.86% portion of Oglethorpe's interest rate swaps with AIG-FP that were assumed by GTC in connection with the corporate restructuring. GTC's portion of the estimated maximum aggregate liability for termination payments under the swaps had such payments been due on December 31, 2006 was $6 million.

    Rocky Mountain Lease Arrangements.    In December 1996 and January 1997, Oglethorpe entered into a total of six lease transactions relating to its 74.61% undivided interest in Rocky Mountain. In each transaction, Oglethorpe leased a portion of its undivided interest in Rocky Mountain to an owner trust for the benefit of an investor for a term equal to 120% of the estimated useful life of Rocky Mountain, in exchange for one-time rental payments aggregating $794 million made at the time the leases were entered into. Each owner trust funded a portion of its payment to Oglethorpe through an equity contribution (in the

42

aggregate totaling $171 million), and financed the remaining portion through a loan from a bank. Immediately following the leases to the owner trusts, the owner trusts leased their undivided interests in Rocky Mountain to a wholly owned Oglethorpe subsidiary, Rocky Mountain Leasing Corporation ("RMLC"), for a term of 30 years under separate leases (the "Facility Leases"). RMLC then subleased the undivided interests back to Oglethorpe for an identical term also under separate leases (the "Facility Subleases").

    Oglethorpe used a portion of the one-time rental payments paid to it by the owner trusts to acquire the capital stock of RMLC and to make a $698 million capital contribution to RMLC. RMLC in turn used the capital contribution to fund payment undertaking agreements (in the aggregate totaling $641 million) and funding agreements (in the aggregate totaling $57 million) that provide for third parties to pay all of:

•

RMLC's periodic basic rent payments under the Facility Leases; and

•

the fixed purchase price of the undivided interests in Rocky Mountain at the end of the terms of the Facility Leases if Oglethorpe causes RMLC to exercise its option to purchase these interests at that time.

    As a result of these lease transactions, after making the capital contribution to RMLC, Oglethorpe had $92 million remaining of the amount paid by the owner trusts which it used to prepay FFB indebtedness while retaining possession of, and entitlement to, its portion of the output of Rocky Mountain.

    The Facility Subleases require Oglethorpe to make semi-annual rental payments to RMLC. In turn, RMLC is required to make identical rental payments to the owner trusts under the Facility Leases. In 2006, the amount of the rental payments under the Facility Subleases and Facility Leases each totaled $64 million. The payment undertaking agreements require the other party (the "payment undertaker") to pay the rent payments directly to the owner trust's lender in satisfaction of RMLC's rent payment obligation under the Facility Lease and the applicable owner trust's repayment obligation under the loan to it. Because RMLC funds these rent payments through the payment undertaking agreements, RMLC returns to Oglethorpe amounts received by it pursuant to the Facility Subleases. RMLC remains liable for all rental payments under the Facility Leases if the payment undertaker fails to make such payments, although the owner trusts have agreed to use due diligence to pursue the payment undertaker before pursuing payment from RMLC or Oglethorpe.

    The senior unsecured debt obligations of the payment undertaker are rated "AAA" by S&P and "Aaa" by Moody's, and the senior unsecured debt obligations of the third party to the funding agreement are rated "AA" by S&P and "Aa2" by Moodys.

    As a wholly owned subsidiary of Oglethorpe, the financial condition and results of operations of RMLC are fully consolidated into Oglethorpe's financial statements. The funding agreements and corresponding lease obligations are reflected on the balance sheets of RMLC and Oglethorpe as Deposit on Rocky Mountain transactions and Obligation under Rocky Mountain transactions (both $95 million at December 31, 2006). However, the financial statements of RMLC and Oglethorpe do not reflect the payment undertaking agreements or the corresponding lease obligations, or the payments made by the payment undertaker, including the payments of rent under the Facility Leases and Facility SubLeases, because they have been extinguished for financial reporting purposes. If RMLC's interests in the payment undertaking agreements and the corresponding lease obligations were reflected on the balance sheets of RMLC and Oglethorpe at December 31, 2006, both the Deposit on Rocky Mountain transactions and Obligation under Rocky Mountain transactions would have been higher by $706 million.

    At the end of the term of each Facility Lease, Oglethorpe has the option to cause RMLC to purchase any owner trust's undivided interests in Rocky Mountain at fixed purchase option prices that aggregate $1.087 billion for all six Facility Leases. The payment undertaking agreements and funding agreements would fund $715 million and $372 million of this amount, respectively, and these amounts would be paid to the owner trusts over five installments in 2027. If Oglethorpe does not elect to cause RMLC to purchase any owner trust's undivided interest in Rocky Mountain, GPC has an option to purchase that undivided interest. If neither Oglethorpe nor GPC exercises its purchase option, and Oglethorpe returns (through RMLC) any undivided interest in Rocky Mountain to an owner trust,

43

that owner trust has several options it can elect, including:

•

causing RMLC and Oglethorpe to renew the related Facility Leases and Facility Subleases for up to an additional 16 years and provide collateral satisfactory to the owner trusts,

•

leasing its undivided interest to a third party under a replacement lease, or

•

retaining the undivided interest for its own benefit.

    Under the first two of these options Oglethorpe must arrange new financing for the outstanding loans to the owner trusts. The aggregate amount of the outstanding loans to all of the owner trusts at the end of the term of the Facility Leases is anticipated to be $666 million. If new financing cannot be arranged, the owner trusts can ultimately cause Oglethorpe to purchase 49%, in the case of the first option above, or all, in the case of the second option above, of the debt or cause RMLC to exercise its purchase option or RMLC and Oglethorpe to renew the Facility Leases and Facility Subleases, respectively.

    If option one above is chosen, at the end of the 46-year lease term, the Facility Leases and Facility Subleases terminate, the owner trusts take possession of Rocky Mountain at whatever its value and operating condition may be at such time, with no residual value guaranty.

44

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Due to its cost-based rate structure, Oglethorpe has limited exposure to market risks. However, changes in interest rates, equity prices, and commodity prices may result in fluctuations in Member rates. Oglethorpe uses derivatives only to manage this volatility and does not use derivatives for speculative purposes. (See "BUSINESS – OGLETHORPE POWER CORPORATION – Electric Rates" for further discussion on Oglethorpe's rate structure.)

    Oglethorpe's Risk Management Committee ("RMC") provides general oversight over all risk management activities, including commodity trading, fuels management, insurance procurement, debt management and investment portfolio management. The RMC is comprised of Oglethorpe's Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. The RMC has implemented comprehensive risk management policies to manage and monitor credit and market price risks. These policies also specify controls and authorization levels related to various risk management activities. The RMC frequently meets to review corporate exposures, risk management strategies, and hedge positions. The RMC regularly reports corporate exposures and risk management activities to the Audit Committee of the Board of Directors.

Interest Rate Risk

    Oglethorpe is exposed to the risk of changes in interest rates due to the significant amount of financing obligations it has entered into, including variable rate debt and interest rate swap transactions. Oglethorpe's objective in managing interest rate risk is to maintain a balance of fixed and variable rate debt that will lower its overall borrowing costs within reasonable risk parameters. As part of this debt management strategy, Oglethorpe has a guideline of having between 15% and 30% variable rate debt to total debt. At December 31, 2006, Oglethorpe had 18% of its debt (including capital lease debt) in a variable rate mode.

    The table below details Oglethorpe's existing debt instruments and provides the fair value at December 31, 2006, the outstanding balance at the beginning and end of each year and the annual principal maturities and associated average interest rates.

		(dollars in thousands)
	Fair Value			Cost
		2006			2007			2008			2009			2010			2011			Thereafter
Fixed Rate Debt
Beginning of year				$	2,548,121		$	2,353,881		$	2,188,103		$	2,013,674		$	1,852,854		$	1,695,760
Maturities					(194,240	)		(165,778	)		(174,429	)		(160,820	)		(157,094	)
End of year	$	2,705,047		$	2,353,881		$	2,188,103		$	2,013,674		$	1,852,854		$	1,695,760
Average interest rate on maturing fixed rate debt					5.81%			5.85%			5.88%			5.93%			5.94%			5.75%
Variable Rate Debt
Beginning of year				$	621,783		$	621,512		$	621,207		$	620,863		$	620,476		$	620,041
Maturities					(271	)		(305	)		(344	)		(387	)		(435	)
End of year	$	621,636		$	621,512		$	621,207		$	620,863		$	620,476		$	620,041
Average interest rate on maturing variable rate debt(1)					4.57%			6.09%			6.80%			6.80%			6.80%			3.82%
Interest Rate Swaps (2)
Beginning of year				$	232,191		$	222,086		$	212,027		$	207,139		$	184,019		$	157,460
Maturities					(10,105	)		(10,059	)		(4,888	)		(23,120	)		(26,558	)
End of year	$	232,191		$	222,086		$	212,027		$	207,139		$	184,019		$	157,461
Average interest rate on maturing debt					5.77%			5.78%			5.92%			5.67%			5.73%			5.83%
Unrealized loss on swaps	$	(29,417	)

(1)

Of the variable rate debt reflected in the above table, 99% relates to PCB debt with maturities beyond 2011, with a weighted average interest rate of 3.66% at 1/1/07. Future variable interest rates for PCB debt are adjusted based on a forward BMA yield curve.

(2)

Debt underlying the interest rate swaps is variable rate PCB debt that was swapped to a contractual fixed rate of interest in 1993, so the average interest rate on maturing debt represents the average of the two contractual fixed rates.

45

    Substantially all of the variable rate debt in the above table is comprised of variable rate PCB debt, which had a weighted average interest rate of 3.66% at January 1, 2007. If interest rates on this debt increased 100 basis points, interest expense would increase by approximately $6 million on an annualized basis. The operative documents underlying this debt contain provisions that allow Oglethorpe to convert the debt to a variety of variable interest rate modes (such as daily, weekly, monthly, commercial paper or auction rate mode), or to convert the debt to a fixed rate of interest to maturity. This optionality improves Oglethorpe's ability to manage its exposure to variable interest rates.

    At any point in time, Oglethorpe may analyze and consider using various types of derivative products (including swaps, caps, floors and collars) to help manage its interest rate risk. Currently, however, Oglethorpe's use of interest rate derivatives is limited to the swap transactions described below

Interest Rate Swap Transactions

    Oglethorpe has two interest rate swap transactions with AIG Financial Products Corp. ("AIG-FP") as swap counterparty, which were designed to create a contractual fixed rate of interest on $322 million of variable rate PCBs. These transactions were entered into in early 1993 on a forward basis, pursuant to which approximately $200 million of variable rate PCBs were issued on November 30, 1993 (the 1993 bonds) and approximately $122 million of variable rate PCBs were issued on December 1, 1994 (the 1994 bonds). Oglethorpe is obligated to pay the variable interest rate that accrues on these PCBs; however, the swap arrangements provide a mechanism for Oglethorpe to achieve a contractual fixed rate which is lower than Oglethorpe would have obtained had it issued fixed rate bonds at that time. In connection with the 1997 corporate restructuring, GTC assumed and agreed to pay 16.86% of any amounts due from Oglethorpe under these swap arrangements, including the net swap payments and potential termination payments described below. Should GTC fail to make such payments, Oglethorpe remains obligated for the full amount of such payments.

    Under the swap arrangements, Oglethorpe is obligated to make periodic payments to AIG-FP based on a notional principal amount equal to the aggregate principal amount of the bonds outstanding during the period and a contractual fixed rate ("Fixed Rate"), and AIG-FP is obligated to make periodic payments to Oglethorpe based on a notional principal amount equal to the aggregate principal amount of the bonds outstanding during the period and a variable rate equal to the variable rate of interest accruing on the bonds during the period ("Variable Rate"). These payment obligations are netted, such that if the Variable Rate is less than the Fixed Rate, Oglethorpe makes a net payment to AIG-FP. Likewise, if the Variable Rate is higher than the Fixed Rate, Oglethorpe receives a net payment from AIG-FP. Thus, although changes in the Variable Rate affect whether Oglethorpe is obligated to make payments to AIG-FP or is entitled to receive payments from AIG-FP, the effective interest rate Oglethorpe pays with respect to the PCBs is not affected by changes in interest rates. The Fixed Rate on the 1993 bonds is 5.67% and the Fixed Rate on the 1994 bonds is 6.01%. At December 31, 2006, there was $173 million notional amount outstanding of 1993 bonds (carrying a variable rate of interest of 3.93%) and $106 millon notional amount outstanding of 1994 bonds (carrying a variable rate of interest of 3.95%). For the three years ended December 31, 2004, 2005 and 2006, Oglethorpe has made in connection with both interest rate swap arrangements combined net swap payments to AIG-FP (net of amounts assumed by GTC) of $11.0 million, $8.0 million and $5 million, respectively.

    The obligation of AIG-FP to make payments to Oglethorpe under the swap arrangements are guaranteed by AIG-FP's parent company, American International Group, Inc. ("AIG"). The senior unsecured debt obligations of AIG and AIG-FP are rated "AA" and "Aa2" by Standard and Poor's and Moody's, respectively.

    Unless terminated, the swap arrangements will extend for the life of the underlying PCBs (through January 2016 and January 2019 for the 1993 bonds and 1994 bonds, respectivley). AIG-FP has limited rights to terminate the swaps only upon the occurrence of specified events of default or due to an Oglethorpe Downgrading. Termination Events related to rating downgrades are as follows:

•

Oglethorpe Downgrading (defined as Oglethorpe's secured, uncredit-enhanced debt ratings below "BBB-" or "Baa3");

•

Guarantor Downgrading (defined as AIG ratings below "A-" or "A3"); and

46

•

Bond Downgrading (defined as ratings on the underlying bonds below "AA-" or "Aa3"; the bonds are insured by a triple-A municipal bond insurer and therefore carry the same rating).

    In the case of an Oglethorpe Downgrading while the PCBs are still outstanding, AIG-FP has the option of (1) making swap payments based on an index rather than the actual variable rate on the bonds, or (2) causing an early termination of the swaps. In the event of a termination, Oglethorpe or AIG-FP may owe the other party a termination payment depending on a number of factors, including whether the fixed rate then being offered under comparable swap arrangements is higher or lower than the Fixed Rate. Oglethorpe estimates that its maximum aggregate liability (net of GTC's assumed percentage) for termination payments under both swap arrangements with AIG-FP, had such payments been due on December 31, 2006 would have been $29 million. The swap arrangements extend for the life of the underlying bonds, which have sinking fund amortization. Therefore, all other things being equal, annual reductions in the outstanding principal amounts will reduce termination payments. Except in situations where Oglethorpe voluntarily elects to terminate the interest rate swaps early, Oglethorpe has the right to a term-out of any termination payment due to the swap counterparty for a term of up to five years.

    Based on the current rating levels of both Oglethorpe and AIG-FP, Oglethorpe views its counterparty credit risk as insignificant and a termination from a downgrade event as an unlikely occurrence.

    Oglethorpe entered into two new swap transactions with JPMorgan Chase Bank ("JPMC") as swap counterparty that became effective August 1, 2006. These swaps also use as notional principal Oglethorpe's share of the 1993A and 1994A bonds and are designed to convert the contractual variable rate of interest Oglethorpe receives under the swaps with AIG-FP to a longer-term contractual variable rate of interest that Oglethorpe will receive from JPMC. As is the case with the AIG-FP swaps, unless terminated early, the JPMC swaps will extend for the life of the underlying bonds.

    The swaps with JPMC contain credit thresholds associated with any investment grade rating level. These thresholds represent the amount of credit that each party will provide to the other party at any given rating level. If the mark to market value of the swaps indicates a level of JPMC exposure to Oglethorpe that exceeds the applicable credit threshold, Oglethorpe would have to post collateral so that the sum of the posted collateral and the given threshold are equal to the mark to market valuation. If Oglethorpe's senior secured debt ratings fall below investment grade, under certain circumstances JPMC can terminate the swaps. In the event of a termination, either party could owe the other party a termination payment depending on the market value of the swap position. Oglethorpe estimates that its maximum aggregate liability for termination payments under both swap arragements with JPMC, had such payments been due on December 31, 2006, would have been $833,000.

    Based on Oglethorpe's current rating levels and the mark-to-market position on the JPMC swaps, in the near term Oglethorpe's management does not have any reason to expect a downgrade to a level that would require it to post collateral or that would cause the swaps to be terminated.

Capital Leases

    In December 1985, Oglethorpe sold and subsequently leased back from four purchasers its 60% undivided ownership interest in Scherer Unit No. 2. The capital leases provide that Oglethorpe's rental payments vary to the extent of interest rate changes associated with the debt used by the lessors to finance their purchase of undivided ownership shares in the unit. The debt currently consists of $97 million in serial facility bonds due June 30, 2011 with a 6.97% fixed rate of interest.

    Oglethorpe entered into a power purchase and sale agreement with Doyle I, LLC to purchase all of the output from a five-unit gas-fired generation facility. The Doyle agreement is reported on Oglethorpe's balance sheet as a capital lease. The lease payments vary to the extent the interest rate on the lessor's debt varies from 6.00%. At December 31, 2006, the weighted average interest rate on the lease obligation was 5.90%.

Equity Price Risk

    Oglethorpe maintains external trust funds, as required by the NRC, to fund certain costs of nuclear decommissioning. (See Note 1 of Notes to Financial Statements.) As of December 31, 2006, these funds were invested in U.S. Government securities, domestic and international equities and global fixed income securities. Oglethorpe also maintains an internal decommissioning reserve from which funds can be

47

transferred to the external trust fund, should that be necessary. By maintaining a portfolio that includes long-term equity investments, Oglethorpe intends to maximize the returns to be utilized to fund nuclear decommissioning, which in the long-term will better correlate to inflationary increases in decommissioning costs. However, the equity securities included in Oglethorpe's portfolio (in both the internal and external fund) are exposed to price fluctuation in equity markets. A 10% decline in the value of the fund's equity securities as of December 31, 2006 would result in a loss of value to the fund of approximately $15 million. Oglethorpe actively monitors its portfolio by benchmarking the performance of its investments against certain indices and by maintaining, and periodically reviewing, established target allocation percentages of the assets in its trusts to various investment options. Because realized and unrealized gains and losses from investment securities held in the decommissioning fund are directly added to or deducted from the decommissioning reserve, fluctuations in equity prices do not affect Oglethorpe's net margin in the short-term.

Commodity Price Risk

Coal

    Oglethorpe is also exposed to the risk of changing prices for fuels, including coal and natural gas. Oglethorpe has interests in 1,501 MW of coal-fired capacity (Plants Scherer and Wansley). Oglethorpe purchases coal under term contracts and in spot-market transactions. Many of Oglethorpe's coal contracts provide volume flexibility and fixed or capped prices. Oglethorpe anticipates that its existing contracts will provide fixed prices for nearly all of its forecasted coal requirements in 2007 and up to 94% and 79% of its forecasted coal requirements in 2008 and 2009, respectively.

    The objective of Oglethorpe's coal procurement strategy is to ensure reliable coal supply and some price stability for the Members. Its strategy focuses on hedging requirements for up to 7 years into the future. The procurement guidelines provide for layering in fixed or capped prices by annually entering into coal contracts for a portion of projected coal requirements.

Natural Gas

    Oglethorpe owns two gas-fired generation facilities totaling 1,086 MW of capacity. (See "PROPERTIES – Generating Facilities.")

    Oglethorpe also has power purchase contracts with Doyle I, LLC (which Oglethorpe treats as a capital lease) and Hartwell Energy Limited Partnership under which approximately 625 MW of capacity and associated energy is supplied by gas-fired facilities. (See "BUSINESS – OGLETHORPE'S POWER SUPPLY RESOURCES – Power Purchase and Sale Arrangements – Power Purchases" and "PROPERTIES – Generating Facilities.") Under these contracts, Oglethorpe is exposed to variable energy charges, which incorporate each facility's actual operation and maintenance and fuel costs. Oglethorpe has the right to purchase natural gas for Doyle and the Hartwell facility and exercises this right from time to time to actively manage the cost of energy supplied from these contracts and the underlying natural gas price and operational risks.

    In providing operation management services for Smarr EMC, Oglethorpe purchases natural gas, including transportation and other related services, on behalf of Smarr EMC and ensures that the Smarr facilities have fuel available for operations. (See "BUSINESS – THE MEMBERS AND THEIR POWER SUPPLY RESOURCES – Member Power Supply Resources" and "PROPERTIES – Generating Facilities" and "–  Fuel Supply.")

    Oglethorpe enters into natural gas swap arrangements to manage its exposure to fluctuations in the market price of natural gas. Under these swap agreements, Oglethorpe pays the counterparty a fixed price for specified natural gas quantities and receives 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, Oglethorpe will make a net payment, and if the market price index is higher than the fixed price, Oglethorpe will receive a net payment. If the natural gas swaps had been terminated on December 31, 2006, Oglethorpe would have made a net payment of approximately $1,097,000. Oglethorpe has obtained the Members' approval required by the New Business Model Member Agreement to continue to manage exposures to natural gas price risks for Members that elect to receive such services. Oglethorpe is providing natural gas price risk management services to 14 of its Members. At the

48

beginning of each calendar year, additional Members may elect to receive these services. Members may elect to discontinue receiving these services at any time.

Changes in Risk Exposure

    Oglethorpe's exposure to changes in interest rates, the price of equity securities it holds, and commodity prices have not changed materially from the previous reporting period. Oglethorpe is not aware of any facts or circumstances that would significantly impact these exposures in the near future; however, nonperformance by one of Oglethorpe's hedge counterparties may increase its exposure to market volatility.

49

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index To Financial Statements

	Page
Statements of Revenues and Expenses, For the Years Ended December 31, 2006, 2005 and 2004	51
Balance Sheets, As of December 31, 2006 and 2005	52
Statements of Capitalization, As of December 31, 2006 and 2005	54
Statements of Cash Flows, For the Years Ended December 31, 2006, 2005 and 2004	55
Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Margin For the Years Ended December 31, 2006, 2005 and 2004	56
Notes to Financial Statements	57
Report of Management	77
Report of Independent Registered Public Accounting Firm	77

50

STATEMENTS OF REVENUES AND EXPENSES

For the years ended December 31, 2006, 2005 and 2004

			(dollars in thousands)
			2006			2005			2004
Operating revenues (Note 1):
	Sales to Members	$	1,127,423		$	1,136,463		$	1,279,465
	Sales to non-Members		1,456			33,060			33,307
Total operating revenues			1,128,879			1,169,523			1,312,772
Operating expenses:
	Fuel		374,144			365,073			290,106
	Production		254,658			251,830			248,084
	Purchased power (Note 9)		179,129			255,616			402,941
	Depreciation and amortization		157,303			153,030			153,126
	Accretion (Note 1)		21,932			33,996			20,456
	Income taxes (Note 3)		–			–			(3	)
	Gain on sale of emission allowances (Note 10)		(39,529	)		(83,098	)		–
Total operating expenses			947,637			976,447			1,114,710
Operating margin			181,242			193,076			198,062
Other income (expense):
	Investment income		46,313			36,060			33,310
	Amortization of deferred gains (Notes 1 and 4)		2,475			2,475			2,475
	Amortization of net benefit of Rocky Mountain transactions (Note 1)		3,185			3,185			3,185
	Allowance for equity funds used during construction (Note 1)		904			355			199
	Other (Note 1)		3,592			3,048			3,059
Total other income			56,469			45,123			42,228
Interest charges:
	Interest on long-term debt and capital leases		204,317			203,124			205,086
	Other interest		3,046			3,321			2,774
	Allowance for debt funds used during construction (Note 1)		(3,437	)		(1,681	)		(1,473	)
	Amortization of debt discount and expense		15,584			15,782			16,666
Net interest charges			219,510			220,546			223,053
Net margin		$	18,201		$	17,653		$	17,237

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

51

BALANCE SHEETS

December 31, 2006 and 2005

			(dollars in thousands)
			2006			2005
Assets
Electric plant (Notes 1, 4 and 6):
	In service	$	5,769,129		$	5,804,772
	Less: Accumulated provision for depreciation		(2,495,049	)		(2,377,671	)
			3,274,080			3,427,101
	Nuclear fuel, at amortized cost		119,076			94,159
	Construction work in progress		68,145			26,721
Total electric plant			3,461,301			3,547,981
Investments and funds (Notes 1 and 2):
	Decommissioning fund, at market		233,309			206,364
	Deposit on Rocky Mountain transactions, at cost		94,772			88,689
	Bond, reserve and construction funds, at market		6,397			7,252
	Investment in associated companies, at cost		43,331			38,696
	Long-term investments, at market		118,281			46,265
	Other, at cost		1,478			1,044
Total investments and funds			497,568			388,310
Current assets:
	Cash and cash equivalents, at cost (Note 1)		423,757			170,734
	Restricted cash and cash equivalents, at cost (Note 1)		18,312			16,156
	Restricted short-term investments, at cost (Note 1)		–			222,328
	Other short-term investments, at market		–			9,337
	Receivables (Note 1)		91,360			95,327
	Inventories, at average cost (Note 1)		135,996			94,574
	Prepayments and other current assets		4,234			5,171
Total current assets			673,659			613,627
Deferred charges:
	Premium and loss on reacquired debt, being amortized (Note 1)		112,147			121,431
	Deferred amortization of capital leases (Note 4)		95,450			108,790
	Deferred debt expense, being amortized (Note 1)		30,072			23,293
	Deferred outage costs, being amortized (Note 1)		25,782			16,993
	Deferred asset retirement obligations costs, being amortized (Note 1)		–			1,852
	Other		5,766			4,639
Total deferred charges			269,217			276,998
Total assets		$	4,901,745		$	4,826,916

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

52

BALANCE SHEETS

			(dollars in thousands)
			2006			2005
Equity and Liabilities
Capitalization (see accompanying statements):
	Patronage capital and membership fees (Note 1)	$	497,509		$	479,308
	Accumulated other comprehensive loss (Note 1)		(28,988	)		(35,498	)
			468,521			443,810
	Long-term debt		3,197,478			3,048,442
	Obligations under capital leases (Note 4)		283,816			304,897
	Obligation under Rocky Mountain transactions		94,772			88,689
Total capitalization			4,044,587			3,885,838
Current liabilities:
	Long-term debt and capital leases due within one year (Note 5)		234,621			217,743
	Accounts payable		31,662			56,516
	Accrued interest		54,489			54,221
	Accrued and withheld taxes		41,755			29,041
	Members' advances (Note 1)		–			74,471
	Other current liabilities		9,167			9,293
Total current liabilities			371,694			441,285
Deferred credits and other liabilities:
	Gain on sale of plant, being amortized (Note 4)		38,485			40,960
	Net benefit of Rocky Mountain transactions, being amortized (Note 1)		63,707			66,892
	Asset retirement obligations (Note 1)		249,575			267,406
	Accumulated retirement costs for other obligations		56,220			56,913
	Deferred asset retirement obligations		11,085			–
	Interest rate swap arrangements (Note 2)		29,417			34,910
	Other		36,975			32,712
Total deferred credits and other liabilities			485,464			499,793
Total equity and liabilities		$	4,901,745		$	4,826,916
Commitments and Contingencies (Notes 1, 5, 9, 11 and 12)

53

STATEMENTS OF CAPITALIZATION

December 31, 2006 and 2005

				(dollars in thousands)
				2006			2005
Long-term debt (Note 5):
	Mortgage notes payable to the Federal Financing Bank ("FFB") at interest rates varying from 3.89% to 8.43% (average rate of 5.81% at December 31, 2006) due in quarterly installments through 2025		$	2,184,481		$	2,324,661
	Mortgage notes payable to Rural Utilities Service ("RUS") at an interest rate of 5% due in monthly installments through 2021			10,445			10,990
	Mortgage bonds payable:
		• Series 2006     Term Bonds, 5.534% due 2031 through 2035		300,000			–
	Mortgage notes issued in conjunction with the sale by public authorities of pollution control revenue bonds ("PCBs"):
		• Series 1992A     Serial bonds, 6.60% to 6.80%, due serially from 2007 through 2012		53,195			60,232
		• Series 1993A     Adjustable tender bonds, 3.93%, due 2007 through 2016		143,688			146,856
		• Series 1994A     Adjustable tender bonds, 3.95%, due 2007 through 2019		88,502			91,487
		• Series 1998A and 1998B     Adjustable tender bonds, fully redeemed October 2006		–			180,343
		• Series 1999A and 1999B     Adjustable tender bonds, fully redeemed December 2006		–			88,775
		• Series 2000     Adjustable tender bonds, fully redeemed December 2006		–			21,950
		• Series 2001     Adjustable tender bonds, fully redeemed December 2006		–			22,825
		• Series 2002A and 2002B     Auction rate bonds, 3.59% to 3.60%, due 2018		91,990			91,990
		• Series 2002 and 2002C     Adjustable tender bonds, 3.97% to 3.99%, due 2018		30,075			30,075
		• Series 2003A and 2003B     Auction rate bonds, 3.48% to 3.75%, due 2024		133,345			133,345
		• Series 2004     Auction rate bonds, 3.45% due 2020		11,525			11,525
		• Series 2005     Auction rate bonds, 3.75%, due 2040		15,865			15,865
		• Series 2006A, 2006B-1, 2006B-2, 2006B-3, and 2006B-4     Adjustable tender bonds, 3.57% to 3.58%, due 2036 through 2041		197,945			–
		• Series 2006B, 2006C-1, and 2006C-2     Auction rate bonds, 3.65% to 3.75%, due 2036 through 2037		133,550			–
	CoBank, ACB notes payable:
		• Transmission mortgage note payable: fixed at 4.57%   through March 2, 2008, due in bimonthly installments through   November 1, 2018		1,519			1,574
		• Transmission mortgage note payable: fixed at 4.57% through   March 2, 2008, due in bimonthly installments through   September 1, 2019		5,969			6,155
Total long-term debt				3,402,094			3,238,648
Obligations under capital leases, (Note 4)				313,821			332,434
Obligation under Rocky Mountain transactions, (Note 1)				94,772			88,689
Patronage capital and membership fees (Note 1)				497,509			479,308
Accumulated other comprehensive loss (Note 1)				(28,988	)		(35,498	)
	Subtotal			4,279,208			4,103,581
		Less: long-term debt and capital leases due within one year		(234,621	)		(217,743	)
Total capitalization			$	4,044,587		$	3,885,838

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

54

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2006, 2005 and 2004

				(dollars in thousands)
				2006			2005			2004
Cash flows from operating activities:
	Net margin		$	18,201		$	17,653		$	17,237
	Adjustments to reconcile net margin to net cash provided by operating activities:
		Depreciation and amortization, including nuclear fuel		234,156			225,366			228,353
		Accretion cost		21,932			33,996			20,456
		Amortization of deferred gains on Rocky Mountain transactions		(3,185	)		(3,185	)		(3,185	)
		Amortization of deferred gains associated with sale-leasebacks		(2,475	)		(2,475	)		(2,475	)
		Allowance for equity funds used during construction		(904	)		(355	)		(199	)
		Deferred outage costs		(31,594	)		(23,654	)		(13,469	)
		Other		(1,024	)		(2,196	)		(3,573	)
	Change in operating assets and liabilities:
		Receivables		7,416			34,174			(17,742	)
		Inventories		(41,422	)		6,353			4,411
		Prepayments and other current assets		(221	)		106			118
		Accounts payable		(24,854	)		(10,633	)		3,590
		Accrued interest		268			14,045			33,018
		Accrued and withheld taxes		12,714			19,096			(10,012	)
		Other current liabilities		(1,225	)		(2,155	)		2,340
	Total adjustments			169,582			288,483			241,631
Net cash provided by operating activities				187,783			306,136			258,868
Cash flows from investing activities:
	Property additions			(129,437	)		(75,065	)		(65,798	)
	Activity in decommissioning fund – Purchases			(746,779	)		(690,224	)		(905,803	)
	– Proceeds			725,387			677,085			884,339
	Activity in bond, reserve and construction funds – Purchases			(1,124	)		(1,064	)		(7,967	)
	– Proceeds			2,067			1,777			21,449
	(Increase) decrease in restricted cash and cash equivalents			(2,156	)		(4,375	)		121,564
	Decrease (increase) in other short-term investments			231,798			(132,861	)		8,501
	Increase in investment in associated organizations			(3,869	)		(4,268	)		(2,308	)
	Activity in other long-term investments – Purchases			(487,366	)		(471,276	)		(606,167	)
	– Proceeds			418,056			483,525			563,814
	(Decrease) increase in Members' advances			(74,471	)		74,471			–
	Increase in equipment prepayments			(822	)		(2,563	)		–
	Other			(72	)		–			–
Net cash (provided by) used in investing activities				(68,788	)		(144,838	)		11,624
Cash flows from financing activities:
	Long-term debt proceeds			631,495			24,512			11,525
	Long-term debt payments			(486,914	)		(149,697	)		(210,330	)
	Debt related costs			(13,445	)		(2,905	)		(10,572	)
	Other			2,892			3,857			6,069
Net cash provided by (used in) financing activities				134,028			(124,233	)		(203,308	)
Net increase in cash and temporary cash investments				253,023			37,065			67,184
Cash and temporary cash investments at beginning of period				170,734			133,669			66,485
Cash and temporary cash investments at end of period			$	423,757		$	170,734		$	133,669
Supplemental cash flow information:
	Cash paid for –
	Interest (net of amounts capitalized)		$	203,658		$	190,719		$	173,369

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

55

STATEMENTS OF PATRONAGE CAPITAL AND MEMBERSHIP FEES AND
ACCUMULATED OTHER COMPREHENSIVE MARGIN

For the years ended December 31, 2006, 2005 and 2004

			(dollars in thousands)
			Patronage Capital and Membership Fees		Accumulated Other Comprehensive Margin (Loss)			Total
Balance at December 31, 2003		$	444,418	$	(50,534	)	$	393,884
Components of comprehensive margin in 2004
	Net margin		17,237					17,237
	Unrealized gain on interest rate swap arrangements				4,662			4,662
	Unrealized loss on available-for-sale securities				(888	)		(888	)
Total comprehensive margin								21,011
Balance at December 31, 2004			461,655		(46,760	)		414,895
Components of comprehensive margin in 2005
	Net margin		17,653					17,653
	Unrealized gain on interest rate swap arrangements				10,344			10,344
	Unrealized gain on available-for-sale securities				918			918
Total comprehensive margin								28,915
Balance at December 31, 2005			479,308		(35,498	)		443,810
Components of comprehensive margin in 2006
	Net margin		18,201					18,201
	Unrealized gain on interest rate swap arrangements				6,326			6,326
	Unrealized gain on available-for-sale securities				184			184
Total comprehensive margin								24,711
Balance at December 31, 2006		$	497,509	$	(28,988	)	$	468,521

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

56

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2006, 2005 and 2004

1. Summary of significant accounting policies:

a. Business description

    Oglethorpe Power Corporation ("Oglethorpe") is an electric membership corporation incorporated in 1974 and headquartered in suburban Atlanta, GA. From 1974 to 2004, Oglethorpe provided wholesale electric power, on a not-for-profit basis, to 39 of Georgia's 42 Electric Membership Corporations ("EMCs"). However, effective January 1, 2005, one of these EMCs withdrew from membership in Oglethorpe. The wholesale electric power provided by Oglethorpe consists of a combination of generating units totaling 4,744 megawatts ("MW") of capacity and power purchase agreements totaling 691 MW of capacity. These 38 electric distribution cooperatives ("Members") in turn distribute energy on a retail basis to approximately 4 million people.

b. Basis of accounting

    Oglethorpe's consolidated financial statements as of, and for the periods ended December 31, 2006 include Oglethorpe's accounts and the accounts of Oglethorpe's majority-owned and controlled subsidiaries. Oglethorpe has determined that there are no accounts of variable interest entities for which it is the primary beneficiary. This means that Oglethorpe's accounts are combined with the subsidiaries' accounts. Oglethorpe has eliminated any intercompany profits and transactions in consolidation.

    Oglethorpe follows generally accepted accounting principles and the practices prescribed in the Uniform System of Accounts of the Federal Energy Regulatory Commission ("FERC") as modified and adopted by the Rural Utilities Service ("RUS").

    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 2006 and 2005 and the reported amounts of revenues and expenses for each of the three years ending December 31, 2006. Actual results could differ from those estimates.

c. Patronage capital and membership fees

    Oglethorpe is organized and operates as a cooperative. The Members paid a total of $190 in membership fees. Patronage capital includes retained net margin of Oglethorpe. Any excess of revenue over expenditures from operations is treated as advances of capital by the Members and is allocated to each of them on the basis of the Members percentage capacity responsibility.

    Any distributions of patronage capital are subject to the discretion of the Board of Directors, subject to Mortgage Indenture requirements. Under the Mortgage Indenture, Oglethorpe is prohibited from making any distribution of patronage capital to the Members if, at the time thereof or giving effect thereto, (i) an event of default exists under the Mortgage Indenture, (ii) Oglethorpe's equity as of the end of the immediately preceding fiscal quarter is less than 20% of Oglethorpe's total capitalization, or (iii) the aggregate amount expended for distributions on or after the date on which Oglethorpe's equity first reaches 20% of Oglethorpe's total capitalization exceeds 35% of Oglethorpe's aggregate net margins earned after such date. This last restriction, however will not apply if, after giving effect to such distribution, Oglethorpe's equity as of the end of the immediately preceding fiscal quarter is not less than 30% of Oglethorpe's total capitalization.

57

d. Accumulated comprehensive margin or (loss)

    The table below provides a detail of the beginning and ending balance for each classification of other comprehensive margin or (loss) along with the amount of any reclassification adjustments included in margin for each of the years presented in the Statement of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Margin (see Note 2). Oglethorpe's effective tax rate is zero; therefore, all amounts below are presented net of tax.

Accumulated Other Comprehensive Margin (Loss)
		(dollars in thousands)
		Interest Rate Swap Arrangements			Available- for-sale Securities			Total
Balance at December 31, 2003	$	(49,916	)	$	(618	)	$	(50,534	)
Unrealized gain		4,662			50			4,712
(Gain) reclassified to net margin		–			(938	)		(938	)
Balance at December 31, 2004		(45,254	)		(1,506	)		(46,760	)
Unrealized gain		10,344			918			11,262
Balance at December 31, 2005		(34,910	)		(588	)		(35,498	)
Unrealized gain		6,326			184			6,510
Balance at December 31, 2006	$	(28,584	)	$	(404	)	$	(28,988	)

e. Margin policy

    Oglethorpe is required under the Mortgage Indenture to produce a Margins for Interest ("MFI") Ratio of at least 1.10. For the years 2004, 2005 and 2006, Oglethorpe achieved a MFI ratio of 1.10.

f. Operating revenues

    Operating revenues consist primarily of electricity sales pursuant to long-term wholesale power contracts which Oglethorpe maintains with each of its Members. These wholesale power contracts obligate each Member to pay Oglethorpe for capacity and energy furnished in accordance with rates established by Oglethorpe. Energy furnished is determined based on meter readings which are conducted at the end of each month. Actual energy costs are compared, on a monthly basis, to the billed energy costs, and an adjustment to revenues is made such that energy revenues are equal to actual energy costs.

    Operating revenues from non-Members consist of electric sales to power companies and from sales to LG&E Energy Marketing Inc. ("LEM") and Morgan Stanley Capital Group, Inc. ("Morgan Stanley") under their power marketer arrangements with Oglethorpe. Oglethorpe had a power marketer agreement with LEM, for approximately 50% of the load requirements of 37 of the Members that terminated as of December 31, 2004. Oglethorpe also had an additional power marketer agreement with Morgan Stanley, with respect to 50% of the 39 Members' then forecasted load requirements and terminated on March 31, 2005. All off-system sales are recorded as revenues from non-Members and are recognized when service is rendered.

    Revenues from Cobb EMC and Jackson EMC, two of Oglethorpe's Members, accounted for 13.9% and 11.8% in 2006, respectively, of Oglethorpe's total operating revenues. Revenues from Cobb EMC, Jackson EMC and Sawnee EMC accounted for 12.8%, 13.0%, and 10.4% in 2005, and Cobb EMC and Jackson EMC accounted for 10.1% and 12.0% in 2004, respectively, of Oglethorpe's total operating revenues.

g. Receivables

    Substantially all of Oglethorpe's receivables are related to electricity sales to Members. The receivables are recorded at the invoiced amount and do not bear interest. The Members of Oglethorpe are required through the wholesale power contracts to reimburse Oglethorpe for all costs. The remainder of Oglethorpe's receivables are primarily related to transactions with affiliated companies, electricity sales to non-Members and to interest income on investments. Uncollectible amounts, if any, are identified on a specific basis and charged to expense in the period determined to be uncollectible.

h. Nuclear fuel cost

    The cost of nuclear fuel, including a provision for the disposal of spent fuel, is being amortized to fuel expense based on usage. The total nuclear fuel expense for 2006, 2005 and 2004 amounted to $45,299,000, $44,395,000 and $46,460,000, respectively.

    Contracts with the U.S. Department of Energy ("DOE") have been executed to provide for the permanent disposal of spent nuclear fuel. DOE failed to begin disposing of spent fuel in January 1998 as

58

required by the contracts, and Georgia Power Company ("GPC"), as agent for the co-owners of the plants, is pursuing legal remedies against DOE for breach of contract. An on-site dry storage facility for Plant Hatch is operational and can be expanded to accommodate spent fuel through the life of the plant. Plant Vogtle's spent fuel pool storage is expected to be sufficient for both units into 2014. Oglethorpe expects that procurement of on-site dry storage at Plant Vogtle will commence in sufficient time to maintain full-core discharge capability to the spent fuel pool.

    The Energy Policy Act of 1992 required that utilities with nuclear plants be assessed over a 15-year period an amount which will be used by DOE for the decontamination and decommissioning of its nuclear fuel enrichment facilities. The amount of each utility's assessment was based on its past purchases of nuclear fuel enrichment services from DOE. Based on its ownership in Plants Hatch and Vogtle, Oglethorpe has a remaining nuclear fuel asset of approximately $1,351,800, which is being amortized to nuclear fuel expense over the next year.

i. Asset retirement obligations

    In January 2003, Oglethorpe adopted Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations." The statement provides accounting and reporting standards for recognizing obligations related to costs associated with the retirement of long-lived assets. SFAS No. 143 requires obligations associated with the retirement of long-lived assets to be recognized at their fair value in the period in which they are incurred if a reasonable estimate of fair value can be made. The fair value of the asset retirement costs must be capitalized as part of the carrying amount of the long-lived asset and subsequently allocated to expense using a systematic and rational method over the asset's useful life. Any subsequent changes to the fair value of the liability due to passage of time or changes in the amount or timing of estimated cash flows must be recognized as an accretion expense.

    The liability recognized under SFAS No. 143 primarily relates to Oglethorpe's nuclear facilities. Oglethorpe also recognized retirement obligations for ash handling facilities at the coal-fired plants and solid waste landfills located at certain generating facilities. In addition, effective December 31, 2005, Oglethorpe adopted Financial Accounting Standards Board ("FASB") Interpretation No. 47 ("Interpretation No. 47"), "Conditional Asset Retirement Obligations," which requires that an asset retirement obligation be recorded even though the timing and/or method of settlement are conditional on future events. As a result, Oglethorpe recognized asset retirement obligations for asbestos removal in December 2005 of $3.0 million with an offsetting increase to regulatory assets, respectively.

    Under SFAS No. 71, Oglethorpe may record an offsetting regulatory asset or liability to reflect the difference in timing of recognition of the costs of decommissioning for financial statement purposes and for ratemaking purposes for both the cumulative effect of adoption and for future periods timing differences. RUS has approved Oglethorpe's implementation of the provisions of SFAS No. 71 with respect to the cumulative effect of adoption and with respect to timing differences between cost recognition under SFAS No. 143 or Interpretation No. 47 and cost recovery for ratemaking purposes. Therefore, Oglethorpe had no cumulative effect to net margin resulting from the adoption of Statement No. 143 or Interpretation No. 47. Oglethorpe estimates that the annual difference will be approximately $3,000,000 for the next several years.

    SFAS No. 143 does not permit non-regulated entities to continue accruing future retirement costs associated with long-lived assets for which there are no legal obligations to retire. Oglethorpe, in accordance with regulatory treatment of these costs, continues to recognize the retirement costs for these other obligations in depreciation rates.

    In December 2006, GPC provided Oglethorpe with revised asset retirement obligations studies associated with decommissioning at its nuclear plants. These 2006 studies were based on the completed plant decommissioning cost estimates and were in accordance with the standards defined in SFAS No. 143. The 2006 studies resulted in a change in the cash flow estimates of nuclear decommissioning costs.

59

    The following table reflects the details of the Asset Retirement Obligations included in the balance sheets.

		(dollars in thousands)
		Balance at 12/31/05		Liabilities Incurred		Accretion		Change in Cash Flow Estimate			Balance at 12/31/06
Nuclear decommissioning	$	259,778	$	–	$	16,867	$	(35,852	)	$	240,793
Other		7,628		670		484		–			8,782
Total	$	267,406	$	670	$	17,351	$	(35,852	)	$	249,575

    As previously discussed, Oglethorpe is deferring the timing differences between cost recognition under SFAS No. 143 and cost recovery for rate making. For 2006 and 2005, these timing differences resulted in a decrease to the regulatory asset of $4,581,000, and $17,874,000, respectively.

    Consistent with Oglethorpe's ratemaking, unrealized gains and losses from the decommissioning trust fund are recorded as an increase or decrease to the regulatory asset.

j. Nuclear decommissioning trust fund

    The Nuclear Regulatory Commission ("NRC") requires all licensees operating commercial power reactors to establish a plan for providing, with reasonable assurance, funds for decommissioning. Oglethorpe has established external trust funds to comply with the NRC's regulations. The funds set aside for decommissioning are managed and invested in accordance with applicable requirements of Oglethorpe's Board of Directors and the NRC. Funds are invested in a diversified mix of equity and fixed income securities. At December 31, 2006 and 2005, equity securities comprised 50% and 46% of the external funds and fixed income securities comprised 50% and 54%, respectively. The NRC's minimum external funding requirements are based on a generic estimate of the cost to decommission the radioactive portions of a nuclear unit based on the size and type of reactor. Oglethorpe has filed plans with the NRC to ensure that, over time, the deposits and earnings of the external trust funds will provide the minimum funding amounts prescribed by the NRC. Oglethorpe also maintains internal reserves that can be transferred to the external trust fund as needed. All realized gains (losses) and earned income associated with the nuclear decommissioning fund are reflected within the "Cash flows from operating activities" section of Oglethorpe's cash flow statement. Purchases, including reinvestments of earned income, and sales are reflected in the "Activity in decommissioning fund' line of the "Cash flows from investing activities" section of the cash flow statement. For the periods ending December 31, 2006 and 2005, realized gains (losses) and earned income totaled $22,451,000 and $13,639,000, respectively.

    Nuclear decommissioning cost estimates are based on site studies and assume prompt dismantlement and removal of both the radiated and non-radiated portions of the plant from service. Actual decommissioning costs may vary from these estimates because of changes in the assumed date of decommissioning, changes in regulatory requirements, changes in technology, and changes in costs of labor, materials and equipment. Information with respect to Oglethorpe's portion of the estimated costs of decommissioning co-owned nuclear facilities is as follows:

		(dollars in thousands)
		Hatch Unit No. 1		Hatch Unit No. 2		Vogtle Unit No. 1		Vogtle Unit No. 2
Year of site study		2006		2006		2006		2006
Expected start date of decommissioning		2034		2038		2027		2029
Estimated costs based on site study:
In year 2006 dollars	$	154,000	$	199,000	$	160,000	$	198,000

    Oglethorpe has not recorded any provision for decommissioning during the years 2006, 2005 and 2004 because the balance in the decommissioning trust fund at December 31, 2006 is expected to be sufficient to fund the nuclear decommissioning obligation in future years. In projecting future costs, the escalation rate for labor, materials and equipment was assumed to be 2.93%. Oglethorpe assumes a 7% earnings rate for its decom-missioning trust fund assets. Since inception (1990), the nuclear decommissioning trust fund has produced a return in excess of 8%. Oglethorpe's management believes that any increase in cost estimates of decommissioning can be recovered in future rates.

60

k. Depreciation

    Depreciation is computed on additions when they are placed in service using the composite straight-line method. Annual depreciation rates, as approved by the RUS, in effect in 2006, 2005 and 2004 were as follows:

	Range of Useful Life in years*	2006	2005	2004
Steam production	49-55	1.47%	1.97%	1.97%
Nuclear production	37-52	2.44%	2.54%	2.58%
Hydro production	50	2.00%	2.00%	2.00%
Other production	27-33	3.03%	3.03%	3.03%
Transmission	36	2.75%	2.75%	2.75%
General	3-50	2.00-33.33%	2.00-33.33%	2.00-33.33%

* Calculated based on the composite depreciation rates in effect for 2006.

    Depreciation expense for the years 2006, 2005 and 2004 was $156,832,000, $152,558,000, and $152,653,000, respectively.

l. Electric plant

    Electric plant is stated at original cost, which is the cost of the plant when first dedicated to public service, plus the cost of any subsequent additions. Cost includes an allowance for the cost of equity and debt funds used during construction. The cost of equity and debt funds is calculated at the embedded cost of all such funds. For the years ended December 31, 2006, 2005 and 2004, the allowance for funds used during construction ("AFUDC") rates used were 6.21%, 5.96% and 5.85%, respectively.

    Maintenance and repairs of property and replacements and renewals of items determined to be less than units of property are charged to expense. Replacements and renewals of items considered to be units of property are charged to the plant accounts. At the time properties are disposed of, the original cost, plus cost of removal, less salvage of such property, is charged to the accumulated provision for depreciation.

m. Bond, reserve and construction funds

    Bond, reserve and construction funds for pollution control revenue bonds ("PCBs") are maintained as required by Oglethorpe's bond agreements. Bond funds serve as payment clearing accounts, reserve funds maintain amounts equal to the maximum annual debt service of each bond issue and construction funds hold bond proceeds for which construction expenditures have not yet been made. As of December 31, 2006 and 2005, all of the funds were invested in either U.S. Government securities or money market accounts.

n. Cash and cash equivalents

    Oglethorpe considers all temporary cash investments purchased with a maturity of three months or less to be cash equivalents. Temporary cash investments with maturities of more than three months are classified as other short-term investments.

o. Restricted cash and cash equivalents

    The balances at December 31, 2006 and 2005, $18,312,000 and $16,156,000, respectively, were utilized in January 2007 and 2006 for payment of principal on certain PCBs, respectively.

p. Restricted short-term investments

    Oglethorpe entered into a Cushion of Credit Account with the RUS in July 2004. At December 31, 2006, Oglethorpe had no remaining deposits in the Cushion of Credit Account with RUS. The balance at December 31, 2005 was $222,328,000, which was restricted for future RUS/Federal Financing Bank ("FFB") debt service payments. The deposit earned interest at a RUS guaranteed rate of 5% per annum.

q. Inventories

    Oglethorpe maintains inventories of fossil fuels and spare parts for its generation plants. These inventories are stated at weighted average cost on the accompanying balance sheets.

    Inventories include principally spare parts and fossil fuel. The spare parts inventories primarily include the direct cost of generating plant spare parts. Spare parts are charged to inventory when purchased and then expensed or capitalized, as appropriate, when installed. The spare parts inventory is carried at weighted average cost and the parts are charged to expense or capital at weighted average cost. The fossil fuel inventories primarily include the direct cost of coal and related transportation charges. The cost of fossil fuel inventories is carried at weighted average cost and is

61

charged to fuel expense as consumed based on weighted average cost.

    At December 31, 2006 and 2005, fossil fuels inventories were $50,553,000 and $14,436,000, respectively. Inventories for spare parts at December 31, 2006 and 2005 were $85,443,000 and $80,138,000, respectively.

r. Deferred charges

    Oglethorpe accounts for both coal-fire and nuclear refueling costs as deferred outage costs. Beginning in 2006, Oglethorpe began deferring coal-fire outage costs at its fossil fuel facilities, which were accounted for as regulatory assets. The deferral of these costs, are being amortized on a straight-line basis to expense over an 18 to 24 month period. Nuclear refueling outage costs, accounted for as regulatory assets, are deferred and subsequently amortized to expense over the 18-month and 24-month operating cycles of each unit.

    Oglethorpe accounts for debt issuance costs as deferred debt expense. Deferred debt expense is being amortized to expense on a straight-line basis over the life of the respective debt issues.

    Premium and loss on reacquired debt represents premiums paid, together with any unamortized transaction costs, related to reacquired debt. This deferred charge is being amortized in equal monthly amounts over the amortization period for the refunding debt.

    As of December 31, 2006, the remaining amortization periods for debt inssuance costs and premium and loss on reacquired debt range from approximately 1 to 34 years.

		(dollars in thousands)
		Balance at 12/31/05		Additions		Amortization			Balance at 12/31/06
Outage costs	$	16,993	$	31,593	$	(22,804	)	$	25,782
Debt issuance costs		23,293		8,882		(2,103	)		30,072
Premium (loss) on   reacquired debt		121,431		4,562		(13,846	)		112,147

s. Deferred credits

    As a result of the Rocky Mountain lease transactions, Oglethorpe recorded a net benefit of $95,560,000 which was deferred and is being amortized to income over the 30-year lease-back period. For further discussion on the Rocky Mountain lease transactions, see Note 2.

t. Regulatory assets and liabilities

    Oglethorpe is subject to the provisions of SFAS No. 71. Regulatory assets represent certain costs that are probable of recovery by Oglethorpe from its Members in future revenues through rates under its Wholesale Power Contracts with its Members extending through December 31, 2050. Future revenues are expected to provide for recovery of previously incurred costs and are not calculated to provide for expected levels of similar future costs. Regulatory liabilities represent certain items of income that are being retained by Oglethorpe and that will be applied in the future to reduce revenues required to be recovered from Members.

    The regulatory assets "discontinued projects" and "other regulatory assets" are included on the balance sheets, under the caption deferred charges, in the line item "Other."

    Oglethorpe's rates are not set to produce revenues that produce a "current return." Oglethorpe operates on a not-for-profit basis. Under Mortgage Indenture requirements Oglethorpe is required to set rates sufficient to achieve net margins that result in a Margin for Interest Ratio of at least 1.10. The current and future amortization of the costs of regulatory assets is considered in determining the revenue requirements necessary to produce a Margin for Interest Ratio of at least 1.10.

62

    The following regulatory assets and liabilities were reflected on the accompanying balance sheets as of December 31, 2006 and 2005:

		(dollars in thousands)
		2006			2005
Premium and loss on reacquired debt	$	112,147		$	121,431
Deferred amortization of capital leases		95,450			108,790
Deferred outage costs		25,782			16,993
Discontinued projects		1,472			1,963
Asset retirement obligations		(11,085	)		1,852
Other regulatory assets		1,762			631
Accumulated retirement costs for other obligations		(56,220	)		(56,913	)
Net benefit of Rocky Mountain transactions		(63,707	)		(66,892	)
Total	$	105,601		$	127,855

    In the event that competitive or other factors result in cost recovery practices under which Oglethorpe can no longer apply the provisions of SFAS No. 71, Oglethorpe would be required to eliminate all regulatory assets and liabilities that could not otherwise be recognized as assets and liabilities by businesses in general. In addition, Oglethorpe would be required to determine any impairment to other assets, including plant, and write-down those assets, if impaired, to their fair value.

    All of the regulatory assets and liabilities included in the table above are being recovered or refunded to Oglethorpe's Members on a current, ongoing basis in Oglethorpe's rates. The remaining recovery period for the regulatory assets ranges from approximately 1 to 23 years, except for the asset retirement obligations regulatory assets which has a recovery period of 12 to 39.5 years. The remaining refund period for the regulatory liabilities are approximately 20 years for the Rocky Mountain transactions and over the lives of the plants for accumulated retirement costs for other obligations.

u. Other income (expense)

    The components of the other income (expense) line item within the Statement of Revenues and Expenses were as follows:

		(dollars in thousands)
		2006		2005			2004
Capital credits from associated companies (Note 2)	$	1,961	$	1,908		$	1,610
Net revenue from Georgia Transmission Corporation ("GTC") & Georgia System Operations Corporation ("GSOC") for shared A&G costs		1,496		1,501			1,579
Miscellaneous other		135		(361	)		(130	)
Total	$	3,592	$	3,048		$	3,059

v. Members' advances

    Members' advances represent amounts received from the Members for prepayment of their monthly power bill. The prepayment program began in 2005. These payments earn a discount on the Members' power bill from Oglethorpe. These prepayments are deposited into the Cushion of Credit (restricted short-term investments) with the RUS by Oglethorpe. These amounts were fully utilized in 2006.

w. Presentation

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

x. New accounting pronouncements

    In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities", including an amendment of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. This statement also establishes presentation and disclosure requirements designed to facilitate comparison between entities that choose different measurement attributes for similar types of assets and liabilities. The statement provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply

63

complex hedge accounting provisions. The provisions of this Statement apply only to entities that elect the fair value option however, the amendment to SFAS No. 115 applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective for Oglethorpe January 1, 2008. Oglethorpe is evaluating what impact, if any, the adoption of FASB No. 159 will have on Oglethorpe's financial position or results of operations.

    In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of SFAS No. 157 may change the current practice for measuring fair value. SFAS No. 157 is effective January 1, 2008 and Oglethorpe is evaluating the impact, if any, that the adoption of SFAS No. 157 will have on Oglethorpe's financial position or results of operations.

y. New accounting interpretation

    In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes – an Interpretation of Financial Accounting Standards No. 109 Positions" (FIN 48). FIN 48 is effective January 1, 2007 and requires Oglethorpe to record any change in net assets that result from the adoption of FIN 48 as an adjustment to the opening balance of patronage capital.

    FIN 48 requires that Oglethorpe make qualitative and quantitative disclosures, including discussion of reasonably possible changes that might occur in the recognized benefits over the next twelve months; a description of open tax years by major jurisdictions; and a roll-forward of all unrecognized tax benefits, presented as a reconciliation of the beginning and ending balances of the unrecognized tax benefits on a aggregated basis. The adoption of FIN 48, effective January 1, 2007, did not have a material impact on Oglethorpe's patronage capital.

2. Fair value of financial instruments:

    A detail of the estimated fair values of Oglethorpe's financial instruments as of December 31, 2006 and 2005 is as follows:

			(dollars in thousands)
			2006					2005
			Cost		Fair Value			Cost		Fair Value
Other short-term investments		$	–	$	–		$	9,470	$	9,337
Long-term investments:
	Auction rate securities	$	61,025	$	61,025		$	29,900	$	29,900
	Equity securities		23,560		26,220			–		–
	Bonds		29,796		29,578			15,693		15,430
	Other		1,458		1,458			935		935
Total		$	115,839	$	118,281		$	46,528	$	46,265
Bond, reserve and construction funds:
	U. S. Government securities	$	5,413	$	5,310		$	6,318	$	6,127
	Money market accounts		1,087		1,087			1,125		1,125
Total		$	6,500	$	6,397		$	7,443	$	7,252
Decommissioning fund:
	U. S. Government securities	$	19,677	$	19,599		$	20,335	$	20,258
	Corporate bonds		77,971		77,624			77,727		74,413
	Commercial paper		212		215			–		–
	Real estate		150		162			–		–
	Equity securities		104,034		117,180			85,222		95,909
	Asset-backed securities		9,152		9,134			5,838		5,819
	Other bonds		5,732		5,719			3,133		3,007
	Cash and money market securities		3,676		3,676			6,958		6,958
Total		$	220,604	$	233,309		$	199,213	$	206,364
Long-term debt		$	3,197,478	$	3,354,257		$	3,048,442	$	3,303,105
Interest rate swaps		$	–	$	(29,417	)	$	–	$	(34,910	)
Financial gas hedges		$	–	$	(1,097	)	$	–	$	1,159

    Oglethorpe uses the methods and assumptions described below to estimate the fair value of each class of financial instruments. For cash and cash equivalents and restricted cash and cash equivalents, the carrying amount approximates fair value because of the short-term maturity of those instruments. Restricted short-term investments represent deposits with the RUS, restricted for future RUS/FFB debt service payments and its fair value approximates cost. The fair value of

64

debt and equity securities are based on the quoted market prices for the same issues. The fair value of Oglethorpe's long-term debt is estimated based on quoted market prices for the same or similar issues or on the current rates offered to Oglethorpe for debt of similar maturities. The fair value of the interest rate swap arrangements represents a mark-to-market estimate provided by the swap counter-party based on market levels at the close of business on December 31, 2006.

Derivative instruments

       Effective January 1, 2001, Oglethorpe adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." The standard establishes accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. It requires the recognition of certain derivatives as assets or liabilities on Oglethorpe's balance sheet and measurement of those instruments at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a derivative instrument is classified as a hedge and if so, the type of hedge.

    In 1993, Oglethorpe entered into two interest rate swap arrangements with AIG Financial Products Corp. ("AIG-FP"), for the purpose of securing a fixed rate lower than otherwise would have been available to Oglethorpe had it issued fixed rate bonds at that time. Under these swap arrangements, Oglethorpe makes payments to the counterparty based on the notional principal at a contractual fixed rate and the counterparty makes payments to Oglethorpe based on the notional principal at the existing variable rate of the refunding bonds. The differential to be paid or received is accrued as interest rates change and is recognized as an adjustment to interest expense. For the Series 1993A notes, the notional principal at December 31, 2006 was $172,835,000 and the fixed swap rate is 5.67% (the variable rate at December 31, 2006 and 2005 was 3.93% and 3.54%, respectively). With respect to the Series 1994A notes, the notional principal at December 31, 2006 was $106,455,000 and the fixed swap rate is 6.01% (the variable rate at December 31, 2006 and 2005 was 3.95% and 3.58%, respectively). The notional principal amount is used to measure the amount of the swap payments and does not represent additional principal due to the counterparty. The swap arrangements extend for the life of the refunding bonds, with reductions in the outstanding principal amounts of the refunding bonds causing corresponding reductions in the notional amounts of the swap payments.

    A portion (16.86%) of the AIG-FP interest rate swap arrangements were assumed by GTC in connection with a corporate restructuring. Oglethorpe has classified its portion of the two interest rate swap arrangements, pursuant to SFAS No. 133, as cash flow hedges. Oglethorpe's portion of the estimated fair value of the swap arrangements at December 31, 2006 was an unrealized loss of $28,584,000 representing the estimated payment Oglethorpe would have paid if the swap arrangements were terminated.

    Oglethorpe entered into new swap arrangements with JPMorgan Chase Bank ("JPMC"), effective August 1, 2006. These swaps use as notional principal, Oglethorpe's 83.14% share of the Series 1993A and Series 1994A bonds ($143,688,000 and $88,502,000 respectively at December 31, 2006) and are designed to convert the contractual variable rate of interest Oglethorpe receives under the swaps with AIG-FP to a longer-term contractual variable rate of interest Oglethorpe will receive from JPMC. As with the AIG-FP swaps, unless terminated early, the JPMC swaps will extend for the life of the underlying bonds. The estimated fair value of the JPMC swap arrangements at December 31, 2006 was an unrealized loss of $833,000, representing the estimated payment Oglethorpe would have paid if the swap arrangements were terminated. The fair value of the JPMC swap arrangements have been determined to be ineffective pursuant to SFAS No. 133. The estimated loss at December 31, 2006 is classified as a regulatory asset under SFAS No. 71 and reflected in deferred charges on Oglethorpe's balance sheet.

    Oglethorpe has entered into natural gas financial contracts that are classified, pursuant to SFAS 133, as cash flow hedges. Oglethorpe utilizes natural gas financial contracts in managing its exposure to fluctuations in the market price of natural gas. The fair value of Oglethorpe's financial gas hedges is based on the quoted market value for such natural gas financial contracts. At December 31, 2006, Oglethorpe's estimated fair value of these natural gas contracts was an unrealized loss of $1,097,000. Consistent with

65

Oglethorpe's rate-making treatment for energy costs which are flowed-through to Members, this unrealized loss is reflected as an unbilled receivable on Oglethorpe's balance sheet.

    In accordance with SFAS No. 133, Oglethorpe classifies a cash-flow hedge as a hedge of an exposure to variability in cash flows that are attributable to a particular risk. There are numerous prescriptive criteria that must be met in order for a hedging relationship to qualify as a cash-flow hedge. Some of the criteria are as follows:

    At inception of the hedge, there is formal documentation of the hedging relationship and the entity's risk-management objective and strategy for undertaking the hedge, including identification of the hedging instrument, the hedged cash-flow transaction, the nature of the risk that is being hedged, and how the hedging instrument's effectiveness will be assessed. There must be a reasonable basis for how the entity plans to assess the hedging instrument's effectiveness.

    Both at the inception of the hedge and on an on-going basis, the hedging relationship is expected to be highly effective in offsetting the variability of cash flows that are attributable to the hedged risk during the term of the hedge.

    The forecasted transaction is specifically identified as a single transaction or a series of individual transactions. If aggregated, the individual transactions must share the same risk exposure for which they are designated as being hedged.

    The occurrence of the forecasted transaction is probable.

    The forecasted transaction presents an exposure to variations in cash flows for the hedged risk, which could affect reported earnings.

    Settlement amounts related to cash flow hedges are reclassified from other comprehensive margin ("OCM") and recorded in the Statement of Revenues and Expenses when the hedged item affects margins, in the same accounts as the item being hedged. Oglethorpe will discontinue hedge accounting prospectively if it determines that the derivative no longer qualifies as an effective hedge, or if it is no longer probable that the hedged transaction will occur. If hedge accounting is discontinued because the derivative no longer qualifies as an effective hedge, the derivative will continue to be carried on the balance sheet at its fair value, with subsequent changes in its fair value recognized in current-period margins. Gains and losses related to discontinued hedges that were previously accumulated in OCM will remain in OCM until the hedged item is reflected in margin, unless it is no longer probable that the hedged transaction would occur. Gains and losses that were accumulated in OCM will be immediately recognized in current-period margins if it is no longer probable that the hedged transaction will occur.

    As of December 31, 2006, the amount of after-tax deferred losses in OCM that are expected to be reclassified to margins during the next 12 months as the hedged interest payments occur are expected to be immaterial.

    Oglethorpe may be exposed to losses in the event of nonperformance of the counterparties to its derivative instruments, but does not anticipate such nonperformance.

    All activities associated with derivative instruments are included as a component of cash flows from operating activities in Oglethorpe's consolidated statements of cash flows when realized.

Investments in debt and equity securities

       Under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," investment securities held by Oglethorpe are classified as either available-for-sale or held-to-maturity. Available-for-sale securities are carried at market value with unrealized gains and losses, net of any tax effect, added to or deducted from patronage capital. Unrealized gains and losses from investment securities held in the decommissioning fund, which are also classified as available-for-sale, are directly added to or deducted from deferred asset retirement obligations costs. Held-to-maturity securities are carried at cost. There were no held-to-maturity securities as of December 31, 2006 and 2005. All realized and unrealized gains and losses are determined using the specific identification method. Approximately 49% of these gross unrealized losses were in effect for less than one year. These losses were primarily due to investments in fixed income securities held in the nuclear decommissioning

66

fund. Consistent with Oglethorpe's ratemaking, unrealized gains and losses from the decommissioning trust fund are recorded as an increase or decrease to the regulatory asset.

    The following table summarizes the unrealized gains and losses on the available-for-sale investments as of December 31, 2006 and 2005:

		(dollars in thousands)
		As of December 31,
		2006			2005
Gross unrealized gains	$	18,923		$	13,366
Gross unrealized losses	$	(3,879	)	$	(6,802	)

    For those securities considered to be available-for-sale, the following table summarizes the activities for those securities as of December 31:

		(dollars in thousands)
		Gross Unrealized
2006		Cost		Gains		Losses			Fair Value
Equity	$	127,594	$	17,229	$	(1,423	)	$	143,400
Debt		211,311		1,679		(2,456	)		210,534
Other		4,038		15		–			4,053
Total	$	342,943	$	18,923	$	(3,879	)	$	357,987
		Gross Unrealized
2005		Cost		Gains		Losses			Fair Value
Equity	$	85,222	$	12,835	$	(2,148	)	$	95,909
Debt		170,474		531		(4,654	)		166,351
Other		6,958		–		–			6,958
Total	$	262,654	$	13,366	$	(6,802	)	$	269,218

    All of the available-for-sale investments are marked to market in the accompanying balance sheets, therefore, the carrying value equals the fair value.

    The contractual maturities of debt securities available-for-sale, which are included in the estimated fair value table above, at December 31, 2006 and 2005 are as follows:

		(dollars in thousands)
		2006				2005
		Cost		Fair Value		Cost		Fair Value
Due within one year	$	103,342	$	102,935	$	58,054	$	56,933
Due after one year through five years		53,163		52,994		37,186		35,591
Due after five years through ten years		9,282		9,381		16,067		15,695
Due after ten years		45,524		45,224		59,167		58,132
Total	$	211,311	$	210,534	$	170,474	$	166,351

    The following table summarizes the realized gains and losses and proceeds from sales of securities for the years ended December 31, 2006, 2005 and 2004:

		(dollars in thousands)
		For the years ended December 31,
		2006			2005			2004
Gross realized gains	$	20,416		$	11,366		$	25,429
Gross realized losses	$	(7,405	)	$	(4,010	)	$	(8,631	)
Proceeds from sales	$	727,454		$	678,862		$	905,788

Investment in associated companies, at cost

       Investments in associated companies were as follows at December 31, 2006 and 2005:

		(dollars in thousands)
		2006		2005
National Rural Utilities Cooperative Finance Corp. ("CFC")	$	13,977	$	13,976
CoBank, ACB		4,288		4,225
CT Parts, LLC		5,924		3,364
Georgia Transmission Corporation ("GTC")		11,682		10,228
Georgia System Operations Corporation ("GSOC")		6,305		5,504
Other		1,155		1,399
Total	$	43,331	$	38,696

    The CFC investments are primarily in the form of capital term certificates and are required in conjunction with Oglethorpe's membership in CFC. Accordingly, there is no market for these investments. The investments in CoBank and GTC represent capital credits. Any distributions of capital credits are subject to the discretion of the Board of Directors of CoBank and GTC. The investments in GSOC represent loan advances. The loan repayment schedule ends in December 2010.

    CT Parts, LLC is an affiliated organization formed by Oglethorpe and Smarr EMC for the purpose of purchasing and maintaining a spare parts inventory and administration of contracted services for combustion turbine generation facilities. Such investment is recorded at cost.

67

Rocky Mountain transactions

       In December 1996 and January 1997, Oglethorpe entered into six long-term lease transactions for its 74.61% undivided interest in Rocky Mountain pumped storage hydro facility ("Rocky Mountain"), through a wholly owned subsidiary of Oglethorpe, Rocky Mountain Leasing Corporation ("RMLC"). RMLC leases from six owner trusts the undivided interest in Rocky Mountain and subleases it back to Oglethorpe. The Deposit on Rocky Mountain transactions, which is carried at cost, was made in connection with these lease transactions and is invested in a guaranteed investment contract which will be held to maturity (the end of the 30-year leaseback period). At the end of the base lease term, Oglethorpe intends, through RMLC, to repurchase tax ownership and to retain all other rights of ownership with respect to the facility if it is advantageous to do so. If Oglethorpe does elect to repurchase the facility, the funds in the guaranteed investment contract will be used to pay a portion ($371,850,000) of the fixed purchase price.

    In addition, from the proceeds of the Rocky Mountain lease transactions, RMLC paid $640,611,000 to fund payment undertaking agreements with a third party financial institution whose senior debt obligations are rated "AAA" by S&P and "Aaa" by Moody's. In return, this financial institution undertook to pay all of RMLC's periodic basic rent payments under the leases and to pay the remaining portion of the fixed purchase price ($714,923,000) should Oglethorpe, through RMLC, elect to repurchase the facility at the end of the base lease term. Both RMLC's interest in this payment undertaking agreement and the corresponding lease obligations have been extinguished for financial reporting purposes. In 2007, RMLC will be required to make basic rent payments totaling $53,878,000 to the owner trusts. RMLC remains liable for all payments of basic rent under the leases if the payment undertaker fails to make such payments, although the owner trusts have agreed to use due diligence to pursue the payment undertaker before pursuing payment from RMLC or Oglethorpe. The fair value amount relating to the guarantee of basic rent payments is immaterial principally due to the the high credit rating of the payment undertaker.

    The assets of RMLC are not available to pay creditors of Oglethorpe or its affiliates.

3. Income taxes:

    Oglethorpe is a not-for-profit membership corporation subject to federal and state income taxes. As a taxable electric cooperative, Oglethorpe has annually allocated its income and deductions between patronage and non-patronage activities.

    Although Oglethorpe believes that its treatment of non-member sales as patronage-sourced income is appropriate, this treatment has not been examined by the Internal Revenue Service. If this treatment was not sustained, Oglethorpe believes that the amount of taxes on such non-member sales, after allocating related expenses against the revenues from such sales, would not have a material adverse effect on its financial condition or results of operations and cash flows.

    Oglethorpe accounts for its income taxes pursuant to SFAS No. 109, "Accounting for Income Taxes." SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

    A detail of the provision for income taxes in 2006, 2005 and 2004 is shown as follows:

			(dollars in thousands)
			2006		2005		2004
Current
	Federal	$	–	$	–	$	(3)
	State		–		–		–
			–		–		(3)
Deferred
	Federal		–		–		–
	State		–		–		–
			–		–		–
Income taxes charged to operations		$	–	$	–	$	(3)

    The difference between the statutory federal income tax rate on income before income taxes and

68

Oglethorpe's effective income tax rate is summarized as follows:

	2006		2005		2004
Statutory federal income tax rate	35.0	%	35.0	%	35.0%
Patronage exclusion	(34.0	%)	(35.0	%)	(35.1%)
Tax credits	0.0	%	0.0	%	0.0%
Other	(1.0	%)	0.0	%	0.1%
Effective income tax rate	0.0	%	0.0	%	0.0%

    The components of the net deferred tax assets as of December 31, 2006 and 2005 were as follows:

			(dollars in thousands)
			2006			2005
Deferred tax assets
	Net operating losses	$	168,235		$	249,540
	Tax credits (alternative minimum tax and other)		1,848			1,848
			170,083			251,388
	Less: Valuation allowance		(170,083	)		(251,388	)
Net deferred tax assets		$	–		$	–
Deferred tax liabilities
	Depreciation	$	–		$	–
			–			–
Net deferred tax liabilities		$	–		$	–

    As of December 31, 2006, Oglethorpe has federal tax net operating loss carryforwards ("NOLs") and alternative minimum tax credits ("AMT") as follows:

			(dollars in thousands)
Expiration Date			Alternative Minimum Tax Credits		Tax Credits		NOLs
	2007	$	–	$	–	$	86,779
	2008		–		–		94,927
	2009		–		–		96,394
	2010		–		–		77,970
	2018		–		–		61,533
	2019		–		–		10,516
	2020		–		–		4,362
	2021		–		–		–
	None		1,848		–		–
		$	1,848	$	–	$	432,481

    The NOL expiration dates start in the year 2007 and end in the year 2021. Due to the tax basis method for allocating patronage and as shown by the above valuation allowance, it is not likely that the deferred tax assets related to tax credits and NOLs will be realized. The change in the valuation allowance from 2005 to 2006 was the result of the reduction in deferred tax assets due to the expiration of tax credits and net operating losses. Pursuant to the Job Creation and Worker Assistance Act of 2002, in 2003 Oglethorpe carried back 2001 AMT loss to offset AMT paid in 1997. In 2004, $3,000 was refunded to Oglethorpe. As a result, Oglethorpe's AMT credit carryforwards have been reduced by the amount that was realized due to the carryback claim. It is not likely that the remaining AMT credit will be realized.

4. Capital leases:

    In 1985, Oglethorpe sold and subsequently leased back from four purchasers its 60% undivided ownership interest in Scherer Unit No. 2. The gain from the sale is being amortized over the 36-year term of the leases.

    In 2000, Oglethorpe entered into a power purchase and sale agreement with Doyle I, LLC ("Doyle Agreement") to purchase all of the output from a five-unit generation facility ("Doyle") for a period of 15 years. Oglethorpe has the option to purchase Doyle at the end of the 15 year term for $10,000,000, which is considered a bargain purchase price.

    The minimum lease payments under the capital leases together with the present value of the net

69

minimum lease payments as of December 31, 2006 are as follows:

Year Ending December 31,			(dollars in thousands)
			Scherer Unit No. 2			Doyle			Total
	2007	$	31,871		$	12,447		$	44,318
	2008		31,897			12,447			44,344
	2009		31,882			12,447			44,329
	2010		31,860			12,447			44,307
	2011		31,859			12,447			44,306
	2012-2021		186,475			55,638			242,113
Total minimum lease payments			345,844			117,873			463,717
	Add: 2006 principal and interest (1)		20,454			–			20,454
	Less: Amount representing interest		(142,386	)		(27,964	)		(170,350	)
	Present value of net minimum lease payments		223,912			89,909			313,821
	Less: Current portion		(22,755	)		(7,250	)		(30,005	)
	Long-term balance	$	201,157		$	82,659		$	283,816

(1)

Amount represents principal and interest payments due December 31, 2006 but paid January 2, 2007 because due date was a holiday.

    The interest rate on the Scherer No. 2 lease obligation is 6.97%. For Doyle, the lease payments vary to the extent the interest rate on the lessor's debt varies from 6.00%. At December 31, 2006, the weighted average interest rate on the Doyle lease obligation was 5.90%.

    The Scherer No. 2 lease and the Doyle Agreement meet the definitional criteria to be reported as capital leases. For rate-making purposes, however, Oglethorpe includes the actual lease payments in its cost of service. The difference between lease payments and the aggregate of the amortization on the capital lease asset and the interest on the capital lease obligation is recognized as a regulatory asset on the balance sheet pursuant to SFAS No. 71.

5. Long-term debt:

    Long-term debt consists of mortgage notes payable to the United States of America acting through the FFB and the RUS, mortgage bonds payable, mortgage notes issued in conjunction with the sale by public authorities of PCBs, and mortgage notes payable to CoBank. Substantially all of the owned tangible and certain of the intangible assets of Oglethorpe are pledged as collateral for the FFB and RUS notes, the CoBank mortgage notes and the mortgage notes issued in conjunction with the sale of PCBs.

    In October 2006, Oglethorpe issued $300,000,000 of first mortgage bonds and is using the proceeds to fund the installation of environmental control facilities at one of its coal-fired generating plants and for general corporate purposes.

    Also in October 2006, Oglethorpe completed a refunding transaction whereby $371,645,000 of PCBs were issued. The proceeds were used to make PCB principal payments in the amount of $21,175,000 due on January 1, 2007 and to refinance $350,475,000 of PCB bullet maturities due in 2019 through 2022. In conjunction with the payment of PCB principal due on January 1, 2007, $999,700 was released from a debt service reserve fund and applied to the payment of principal and interest due on the bonds being refunded. The PCB bullet maturities were refinanced for the purpose of extending the maturity dates on the debt, which are now scheduled to mature in the 2036 through 2041 timeframe.

    In connection with a 1997 corporate restructuring, 16.86% of the then outstanding PCBs were assumed by GTC, including approximately $40,150,000 of the PCBs that were refinanced in October 2006. As it has the right to do so pursuant to an agreement between the companies, GTC participated in the refinancing and assumed an obligation for $40,150,000 of the PCB refunding debt issued in October 2006.

    The annual interest requirement for 2007 is estimated to be $212,763,000.

70

    Maturities for the long-term debt and amortization of the capital lease obligations through 2011 are as follows:

		(dollars in thousands)
		2007			2008		2009		2010		2011
FFB	$	186,168	(1)	$	157,182	$	165,269	$	151,059	$	146,684
RUS		573			603		634		666		700
CoBank		271			305		344		387		435
PCBs (2)		17,604			18,053		13,414		32,215		36,268
		204,616			176,143		179,661		184,327		184,087
Capital leases (3)		30,005			22,873		24,876		27,121		29,657
Total	$	234,621		$	199,016	$	204,537	$	211,448	$	213,744

(1)

Amount includes a $36 million quarterly payment due December 31, 2006 but paid January 2, 2007 because due date was a holiday.

(2)

Amounts reflect only Oglethorpe's 83.14% share of the PCB maturities. The 2007 maturities were refinanced in an October 2006 transaction, and a plan is in place to refinance all future PCB annual maturities in the 4th quarter of the year prior to maturity.

(3)

Amounts reflect the debt portion of annual amortization of capitalized lease obligations as reflected on the balance sheet.

    The weighted average interest rate for long-term debt and capital leases was 5.46% at December 31, 2006.

    Oglethorpe has a $50,000,000 committed line of credit with CFC and another $50,000,000 committed line of credit with CoBank. Both of these credit facilities are for general working capital purposes. No balance was outstanding on either of these two lines of credit at either December 31, 2006 or 2005.

    Oglethorpe has a commercial paper program under which it is authorized to issue commercial paper in amounts that do not exceed the amount of its committed backup lines of credit, thereby providing 100% dedicated support for any paper outstanding. Oglethorpe periodically assesses its needs to determine the appropriate amount to maintain in its backup facility, and currently has in place a $300,000,000 committed backup line of credit that expires in September 2007. Oglethorpe may increase the size of its commercial paper backup facility when the facility renews in 2007. In addition to providing dedicated support for commercial paper, the facility may also be used for working capital and for general corporate purposes. However, any amounts drawn under the facility for working capital or general purposes will reduce the amount of commercial paper that Oglethorpe is authorized to issue. No balance was outstanding on this line of credit at either December 31, 2006 or 2005.

6. Electric plant and related agreements:

    Oglethorpe and GPC have entered into agreements providing for the purchase and subsequent joint operation of certain of GPC's electric generating plants. The plant investments disclosed in the table below represent Oglethorpe's undivided interest in each co-owned plant, and each co-owner is responsible for providing its own financing. A summary of Oglethorpe's plant investments and related accumulated depreciation as of December 31, 2006 is as follows:

				(dollars in thousands)
Plant				Investment		Accumulated Depreciation
In-service
	Owned property
		Vogtle Units No. 1 & No. 2 (Nuclear – 30% ownership)	$	2,725,262	$	(1,299,313	)
		Hatch Units No. 1 & No. 2 (Nuclear – 30% ownership)		577,646		(325,875	)
		Wansley Units No. 1 & No. 2 (Fossil – 30% ownership)		228,095		(106,623	)
		Scherer Unit No. 1 (Fossil – 60% ownership)		486,554		(248,267	)
		Rocky Mountain Units No. 1 No. 2 & No. 3 (Hydro – 75% ownership)		557,374		(128,928	)
		Talbot (Combustion Turbine – 100% ownership)		279,043		(35,872	)
		Chattahoochee (Combined cycle – 100% ownership)		296,782		(34,475	)
		Wansley (Combustion Turbine – 30% ownership)		3,606		(2,406	)
		Transmission plant		62,482		(34,032	)
		Other		84,892		(43,336	)
Property under capital lease:
		Plant Doyle (Combustion Turbine – 100% leasehold)		126,990		(54,056	)
		Scherer Unit No. 2 (Fossil – 60% leasehold)		340,403		(181,866	)
Total in-service			$	5,769,129	$	(2,495,049	)
Construction work in progress
	Generation improvements		$	67,182
	Other			963
Total construction work in progress			$	68,145

    Oglethorpe's proportionate share of direct expenses of joint operation of the above plants is included in the corresponding operating expense captions (e.g., fuel, production or depreciation) on the accompanying statements of revenues and expenses.

71

    Oglethorpe has the option to participate in up to 30% of up to two additional nuclear units at Plant Vogtle. Oglethorpe is currently participating in 30% of the development costs, with the option to reduce participation, either partially or completely. As of December 31, 2006, the total capitalized costs to date were $7,160,000.

7. Employee benefit plans:

    Effective January 1, 2005 Oglethorpe merged it's money purchase pension plan and it's contributory 401(k) plan into one plan the OPC Retirement Plan. The merged plan is a 401(k) plan. The money purchase pension feature of the merged plan is now known as the employer retirement contribution. Under the merged plan, in 2006, Oglethorpe contributed 5% subject to IRS limitations of each employee's eligible annual compensation and at its discretion, matched as much as three-quarters of the first 6% of the employee's contribution. Effective 2007, Oglethorpe's contribution is 8%.

    Oglethorpe's contributory 401(k) covers substantially all employees. An employee may contribute, subject to IRS limitations, up to 60% of their eligible annual compensation. Oglethorpe, at its discretion, may match the employee's contribution and has done so each year of the plan's existence. Oglethorpe's current policy is to match the employee's contribution as long as there is sufficient margin to do so. The match which is calculated each pay period, currently can be equal to as much as three-quarters of the first 6% of an employee's eligible compensation, depending on the amount and timing of the employee's contribution. Oglethorpe's contributions to the matching feature of the plan were approximately $644,000 in 2006, $630,000 in 2005 and $603,000 in 2004.

    Under Oglethorpe's employer retirement contribution feature (formerly the money purchase pension plan) of the 401(k) plan, Oglethorpe contributes 5% subject to IRS limitations of each employee's eligible annual compensation. Oglethorpe's contributions to the employer retirement contribution feature of the 401(k) plan were approximately $775,000 in 2006, $758,000 in 2005 and $738,000 in 2004.

8. Nuclear insurance:

    GPC, on behalf of all the co-owners of Plants Hatch and Vogtle, is a member of Nuclear Electric Insurance, Ltd. ("NEIL"), a mutual insurer established to provide property damage insurance coverage in an amount up to $500,000,000 for members' nuclear generating facilities. In the event that losses exceed accumulated reserve funds, the members are subject to retroactive assessments (in proportion to their premiums). The portion of the current maximum annual assessment for GPC that would be payable by Oglethorpe, based on ownership share, is limited to approximately $8,498,000 for each nuclear incident.

    GPC, on behalf of all the co-owners of Plants Hatch and Vogtle, has coverage under NEIL II, which provides insurance to cover decontamination, debris removal and premature decommissioning as well as excess property damage to nuclear generating facilities for an additional $2,250,000,000 for losses in excess of the $500,000,000 primary coverage described above. Under the NEIL policies, members are subject to retroactive assessments in proportion to their premiums if losses exceed the accumulated funds available to the insurer under the policy. The portion of the current maximum annual assessment for GPC that would be payable by Oglethorpe, based on ownership share, is limited to approximately $9,575,000.

    For all on-site property damage insurance policies for commercial nuclear power plants, the NRC requires that the proceeds of such policies shall be dedicated first for the sole purpose of placing the reactor in a safe and stable condition after an accident. Any remaining proceeds are next to be applied toward the costs of decontamination and debris removal operations ordered by the NRC, and any further remaining proceeds are to be paid either to the company or to its bond trustees as may be appropriate under the policies and applicable trust indentures.

    The Price-Anderson Act, as amended in 1988, limits public liability claims that could arise from a single nuclear incident to $10,761,000,000 which amount is to be covered by private insurance and a mandatory program of deferred premiums that could be assessed against all owners of nuclear power reactors. Such private insurance provided by American Nuclear

72

Insurers ("ANI") (in the amount of $300,000,000 for each plant, the maximum amount currently available) is carried by GPC for the benefit of all the co-owners of Plants Hatch and Vogtle. Agreements of indemnity have been entered into by and between each of the co-owners and the NRC. In the event of a nuclear incident involving any commercial nuclear facility in the country involving total public liability in excess of $300,000,000, a licensee of a nuclear power plant could be assessed a deferred premium of up to $100,590,000 per incident for each licensed reactor operated by it, but not more than $15,000,000 per reactor per incident to be paid in a calendar year. On the basis of its sell-back adjusted ownership interest in four nuclear reactors, Oglethorpe could be assessed a maximum of $120,708,000 per incident, but not more than $18,000,000 in any one year.

    All retrospective assessments, whether generated for liability or property, may be subject to applicable state premium taxes.

    Following the terrorist attacks of September 2001, both ANI and NEIL confirmed that terrorist acts against commercial nuclear power plants would, subject to the normal policy limits, be covered under their insurance. Both companies, however, revised their policy terms on a prospective basis to include an industry aggregate for all "non-certified" terrorists acts, i.e., acts that are not certified acts of terrorism pursuant to the Terrorism Risk Insurance Act of 2002 (TRIA), which was renewed in 2005. The aggregate for all NEIL policies, which applies to non-certified property claims stemming from terrorism within a 12-month duration, is $3.24 billion plus any amounts available through reinsurance or indemnity from an outside source. The non-certified ANI nuclear liability cap is a $300 million shared industry aggregate during the normal ANI policy period.

9. Commitments:

a. Power purchase and sale agreements

    Oglethorpe has utilized power marketer arrangements to reduce the cost of power to the Members. Oglethorpe had a power marketer agreement with LEM, for approximately 50% of the load requirements of 37 of the Members that terminated as of December 31, 2004. Oglethorpe also had an additional power marketer agreement with Morgan Stanley, with respect to 50% of the 39 Members' then forecasted load requirements and terminated on March 31, 2005. The LEM agreement was based on the actual requirements of the participating Members during the contract term, whereas the Morgan Stanley agreement represented a fixed supply obligation. Generally, these arrangements benefited the Members by limiting the risk of unit non-availability and by providing power needs at a fixed price. Most of Oglethorpe's generating facilities and power purchase arrangements were available for use by LEM and Morgan Stanley. Oglethorpe continued to be responsible for all of the costs of its system resources, but received revenue from LEM and Morgan Stanley for the use of the resources.

    In October 2004, LEM and its affiliates initiated a binding arbitration process to resolve certain issues relating to the LEM agreement. Oglethorpe recorded a $15.0 million reserve at December 31, 2004 for estimated damages payable to LEM. In June 2005, the arbitration panel selected LEM's remedy, which required Oglethorpe to pay LEM approximately $16.0 million. Oglethorpe recorded an additional $1.0 million accrual to purchased power energy costs during the second quarter of 2005 and payment was made to LEM in July 2005. The $16.0 million accrual previously reflected as an unbilled receivable on the balance sheet at December 31, 2004 was billed to the Members in July 2005.

    Oglethorpe has entered into long-term power purchase agreements. As of December 31, 2006, Oglethorpe's minimum purchase commitment under these agreements, without regard to capacity reductions or adjustments for changes in costs, for the next five years and thereafter are as follows:

Year Ending December 31,			(dollars in thousands)
	2007	$	71,901
	2008		76,923
	2009		28,914
	2010		29,348
	2011		29,788
	Thereafter		254,966

73

    Oglethorpe's power purchases from these agreements amounted to approximately $102,646,000 in 2006, $163,122,000 in 2005 and $123,998,000 in 2004.

b. Operating leases

    As of December 31, 2006, Oglethorpe's estimated minimum rental commitments for these operating leases over the next five years and thereafter are as follows:

Year Ending December 31,			(dollars in thousands)
	2007	$	4,850
	2008		4,932
	2009		4,832
	2010		5,086
	2011		5,420
	Thereafter		37,857

    Rental expenses totaled $5,227,000 in 2006, $5,252,000 in 2005 and $5,298,000 in 2004. The rental expenses for the leases are added to the cost of the fossil inventories.

10. Sale of emission allowances

    The Clean Air Act Amendments of 1990 established SO₂ allowances to manage the achievement of SO₂ emissions requirements. The legislation also established a market-based SO₂ allowance trading component.

    An allowance authorizes a utility to emit one ton of SO₂ during a given year. The Environmental Protection Agency ("EPA") allocates allowances to utilities based on mandated emissions reductions. At the end of each year, a utility must hold an amount of allowances at least equal to its annual emissions. Allowances are fully marketable commodities. Once allocated, allowances may be bought, sold, traded, or banked for use in future years. Allowances may not be used for compliance prior to the calendar year for which they are allocated. Oglethorpe accounts for these using an inventory model with a zero basis for those allowances allocated to Oglethorpe and recognizes a gain at the time of sale.

    Over the years, Oglethorpe has acquired allowances through EPA allocations. Also, over time, Oglethorpe has sold excess allowances based on compliance needs and allowances available. Oglethorpe currently receives allowances annually to cover its emissions. This allocation will continue through 2009 and will change beginning in 2010 in accordance with the EPA's SO₂ allowance program.

    During 2006 and 2005, Oglethorpe sold SO₂ allowances in excess of its needs to various parties and received $39.5 million and $83.1 million in proceeds from these sales, respectively. Oglethorpe offset $29.3 million and $61.9 million of this income by reducing amounts collected from its Members during 2006 and 2005, respectively. The remaining $10.2 million of income in 2006 and $21.2 million in 2005 was offset by amortizing $10.2 million and $21.2 million of deferred asset retirement obligations costs. As a result, there was no net change to net margin in 2006 or 2005.

11. Guarantees:

    As of December 31, 2006 and 2005, Oglethorpe's guarantees included those disclosed in Note 5 for PCBs assumed by GTC in connection with a corporate restructuring and in Note 2 for rental payments due under the terms of the Rocky Mountain transactions. See Note 2 for discussion of Rocky Mountain transactions.

    The amount of the fair value of Oglethorpe's guarantee related to the PCBs assumed by GTC is immaterial due to the small amount of assumed principal outstanding and the high credit rating of GTC.

12. Environmental matters:

    Set forth below are environmental matters that could have an effect on Oglethorpe's financial condition or results of operations. At this time, the resolution of these matters is uncertain, and Oglethorpe has made no accruals for such contingencies and cannot reasonably estimate the possible loss or range of loss with respect to these matters.

a. General

    As is typical for electric utilities, Oglethorpe is 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 and nitrogen oxides into the air and discharges of other pollutants, including heat, into waters of the United States. Oglethorpe is also subject

74

to federal, state and local waste disposal requirements that regulate the manner of transportation, storage and disposal of various types of waste.

    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. 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. Oglethorpe cannot provide assurance that it will always be in compliance with current and future regulations.

b. Clean Air Act

    In December 2002, the Sierra Club, Physicians for Social Responsibility, Georgia Forest Watch and one individual filed suit in Federal Court in Georgia against Georgia Power Company (GPC) alleging violations of the Clean Air Act at Plant Wansley. The complaint alleges violations of opacity limits at both the coal-fired units, in which Oglethorpe is a co-owner, and other violations at several of the combined cycle units in which Oglethorpe has no ownership interest. This civil action requests injunctive and declaratory relief, civil penalties, a supplemental environmental project and attorneys' fees. In December 2004, the U.S. District Court for the Northern District of Georgia issued an Order holding GPC liable for certain violations of opacity limits at the coal-fired units. In March 2006, the US Court of Appeals for the Eleventh Circuit reversed the Order, remanding it back to the District Court for trial on the issues. In November 2006, additional briefs were filed and oral argument was presented on the pending motions for summary judgment. In January 2007, the District Court ruled in favor of GPC on all counts still pending that involved the units co-owned by Oglethorpe. Whether that order will be appealed is unknown. If appealed, then resolution of this matter remains uncertain along with Oglethorpe's responsibility, if any, for a share of any penalties or other costs that might be assessed against GPC.

    In January 2003, the Sierra Club appealed an unsuccessful challenge to an air operating permit for the Chattahoochee combined cycle facility to the U.S. Court of Appeals for the Eleventh Circuit. Oglethorpe acquired this facility when it merged with Chattahoochee EMC in May 2003. Oglethorpe intervened in the appeal on behalf of the U.S. Environmental Protection Agency (EPA). In May 2004, the Court ruled in favor of the Sierra Club, invalidating EPA's denial of the petition and remanding the matter to EPA for further consideration. In November 2005, EPA issued an order denying Sierra Club's petition to object to the Chattahoochee facility's air operating permit. In January 2006, the Sierra Club filed an appeal of that order to the U.S. Court of Appeals for the Eleventh Circuit. Oglethorpe has again intervened in the appeal on behalf of EPA, briefing has been completed and oral argument in the case was held in March 2007, and a decision is expected before the end of the year. Although Oglethorpe believes that the appeal will not affect facility operations pending further consideration and that a favorable outcome in this matter is likely, an unfavorable ruling could temporarily affect the ability of the facility to continue operations.

13. Ad valorem tax matters:

Monroe County Appeal

    2003 Appeal. On October 28, 2003, the Monroe County Board of Assessors issued its assessment of Oglethorpe's interest in Plant Scherer for the 2003 tax year. While the state valued this interest at $330,538,885, Monroe County's assessment used a valuation of $898,722,327. On December 11, 2003, Oglethorpe appealed Monroe County's valuation by filing a notice of arbitration with the Monroe County Board of Tax Assessors.

    2004 Appeal. On July 8, 2004, the Monroe County Board of Assessors issued its assessment of Oglethorpe's interest in Plant Scherer for the 2004 tax year. While the state valued this interest for the 2004 tax year at $362,685,639, Monroe County's assessment used a valuation of $817,826,084. On August 20, 2004, Oglethorpe appealed Monroe County's valuation by filing a notice of arbitration with the Monroe County Board of Tax Assessors.

    2005 Appeal. On January 4, 2006, the Monroe County Board of Assessors issued its assessment of Oglethorpe's interest in Plant Scherer for the 2005 tax year. While the state valued this interest at

75

$344,902,128, Monroe County's assessment used a valuation of $981,199,888. On February 10, 2006, Oglethorpe appealed Monroe County's valuation by filing a notice of arbitration with the Monroe County Board of Tax Assessors.

    2006 Appeal. On January 3, 2007, the Monroe County Board of Assessors issued its assessment of Oglethorpe's interest in Plant Scherer for the 2006 tax year. While the state valued this interest at $343,262,927, Monroe County's assessment used a valuation of $728,850,596. On January 31, 2007, Oglethorpe appealed Monroe County's valuation by filing a notice of arbitration with the Monroe County Board of Tax Assessors.

    The arbitrations for all four appeals are on hold pending the outcome of a related case filed by Georgia Power Company (GPC), which challenges the authority of Monroe County to change the values determined by the Georgia Department of Revenue. Depending on the outcome of the GPC appeal, the arbitration for Oglethorpe's four appeals will be heard by a panel of arbitrators, with the right of appeal first to Monroe County Superior Court and then to the Georgia appellate courts. None of the appeals have been sent to the arbitrators.

    Oglethorpe accrues for ad valorem taxes on a monthly basis, which are generally paid in the fourth quarter of the year. The total ad valorem taxes assessed by Monroe County for tax years 2003 through 2006, is $31,932,000, relating to Plant Scherer. At December 31, 2006, Oglethorpe has accrued $22,654,000 for ad valorem taxes including $3,426,000 to be paid in 2007 related to tax year 2006. The remaining $19,228,000 represents the difference between ad valorem taxes assessed by Monroe County and the amount paid by Oglethorpe. Oglethorpe plans to vigorously oppose the increased Monroe County assessments.

14. Quarterly financial data (unaudited):

    Summarized quarterly financial information for 2006 and 2005 is as follows:

			(dollars in thousands)
			First Quarter		Second Quarter			Third Quarter			Fourth Quarter
2006
	Operating revenues	$	268,732	$	276,519		$	330,606		$	253,022
	Operating margin		72,912		37,609			43,793			26,928
	Net margin		31,006		(1,276	)		(1,260	)		(10,269	)
2005
	Operating revenues	$	297,284	$	278,502		$	322,735		$	271,002
	Operating margin		55,396		45,969			50,976			40,735
	Net margin		11,226		961			5,500			(34	)

    The negative net margins for some of the quarters of 2006 and 2005 is the result of reductions to revenue requirements of $10,076,000 and $5,991,000, respectively, approved by Oglethorpe's Board of Directors. These revenue reductions were primarily due to the sale of SO₂ allowances as discussed in Note 10.

76

REPORT OF MANAGEMENT

       The management of Oglethorpe Power Corporation has prepared this report and is responsible for the financial statements and related information. These statements were prepared in accordance with generally accepted accounting principles and necessarily include amounts that are based on best estimates and judgments of management. Financial information throughout this annual report is consistent with the financial statements.

       Oglethorpe maintains a system of internal control to provide reasonable assurance that assets are safeguarded and that the books and records reflect only authorized transactions. Limitations exist in any system of internal control based upon the recognition that the cost of the system should not exceed its benefits. Oglethorpe believes that its system of internal accounting control, together with the internal auditing function, maintains appropriate cost/benefit relations.

       Oglethorpe's system of internal control is evaluated on an ongoing basis by a qualified internal audit staff. The Corporation's independent registered public accounting firm also considers certain elements of the internal control system in order to determine their auditing procedures for the purpose of expressing an opinion on the financial statements.

       Management believes that its policies and procedures provide reasonable assurance that Oglethorpe's operations are conducted with a high standard of business ethics. In management's opinion, the financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows of Oglethorpe.

Thomas A. Smith
President and Chief Executive Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of Oglethorpe Power Corporation:

       In our opinion, the accompanying balance sheets, statements of capitalization and the related statements of revenues and expenses, patronage capital and membership fees and accumulated other comprehensive margin and cash flows present fairly, in all material respects, the financial position of Oglethorpe Power Corporation (an Electric Membership Cooperative) at December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Atlanta, Georgia
March 9, 2007

77

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

       None.

ITEM 9A. CONTROLS AND PROCEDURES

       As of December 31, 2006, Oglethorpe had carried out an evaluation, under the supervision and with the participation of its management, including its President and Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934). Based on this evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that Oglethorpe's disclosure controls and procedures are effective.

    There have been no changes in Oglethorpe's internal controls over financial reporting or other factors that occurred during the quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, Oglethorpe's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

       Oglethorpe is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Recent changes in securities laws and regulations impose new requirements on SEC filers. Oglethorpe is evaluating these requirements and the related cost of compliance. Preliminary indications are that it may not be cost-justified for Oglethorpe to continue as a voluntary SEC filer. Oglethorpe will monitor changes in these requirements and will continue to evaluate the cost-justification of complying with these requirements.

78

\

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

       Oglethorpe has a thirteen member Board of Directors consisting of eleven directors elected from the Members (the "Member Directors"") and two independent outside directors (the "Outside Directors"). Five of the Member Directors must be a general manager of an Oglethorpe Member located in each of five geographical regions of the State of Georgia. An additional five Member Directors must be a director of an Oglethorpe Member located in each of five geographical regions of the State of Georgia. The eleventh Member Director must be a director of an Oglethorpe Member. An Oglethorpe Member may not have both its general manager and one of its directors serve as a director of Oglethorpe at the same time.

    No person may simultaneously serve as a director of Oglethorpe and either GTC or GSOC, and the Outside Directors may not be a director, officer or employee of GTC, GSOC or any Member or an officer or employee of Oglethorpe. The directors are nominated by representatives from each Member whose weighted nomination is based on the number of retail customers served by each Member, and after nomination, elected by a majority vote of the Members, voting on a one-Member, one-vote basis. The directors serve staggered three-year terms.

    Oglethorpe is managed and operated under the direction of a President and Chief Executive Officer, who is appointed by the Board of Directors. The Senior Officers and Directors of Oglethorpe are as follows:

Name	Age	Position
Thomas A. Smith	52	President and Chief Executive Officer
Michael W. Price	46	Chief Operating Officer
Elizabeth B. Higgins	38	Chief Financial Officer
William F. Ussery	42	Senior Vice President, Member and External Relations
W. Clayton Robbins	60	Senior Vice President, Government Relations and Chief Administrative Officer
Jami G. Reusch	44	Vice President, Human Resources
Benny W. Denham	76	Chairman of the Board, Member Director, Southwest Region
J. Sam L. Rabun	75	Vice Chairman of the Board, Member Director, Central Region
Larry N. Chadwick	66	Member Director, Northwest Region
Marshall S. Millwood	57	Member Director, Northeast Region
M. Anthony Ham	55	Member Director, Southeast Region
H.B. Wiley, Jr.	62	Member Director, Statewide
Jeffrey W. Murphy	43	Manager Director, Northeast Region
Gary A. Miller	46	Manager Director, Northwest Region
C. Hill Bentley	59	Manager Director, Central Region
Gary W. Wyatt	54	Manager Director, Southwest Region
Robert E. Rentfrow	52	Member Director, Southeast Region
Wm. Ronald Duffey	65	Outside Director
John S. Ranson	77	Outside Director

    Oglethorpe has an Audit Committee, whose members are Wm. Ronald Duffey, Jeffrey W. Murphy, Marshall S. Millwood, Robert E. Rentfrow, Gary W. Wyatt and H.B. Wiley, Jr. Mr. Duffey is the Chairman of the Audit Committee. The Board of Directors has determined that Mr. Duffey qualifies as an independent audit committee financial expert.

    Oglethorpe has adopted a Code of Ethics that applies to the Senior Officers and the Controller of Oglethorpe. Oglethorpe's Code of Ethics is attached as an exhibit to this Form 10-K.

Thomas A. Smith is the President and Chief Executive Officer of Oglethorpe and has served in that capacity since September 1999. He previously served as Senior Vice President and Chief Financial Officer of Oglethorpe from September 1998 to August 1999, Senior Financial Officer from 1997 to August 1998, Vice President, Finance from 1986 to 1990, Manager of Finance from 1983 to 1986 and Manager, Financial Services from 1979 to 1983. From 1990 to 1997, Mr. Smith was Senior Vice President of the Rural Utility Banking Group of CoBank, where he managed the bank's eastern division, rural utilities. Mr. Smith is a Certified Public Accountant, has a Master of Science degree in Industrial Management-Finance from the

79

Georgia Institute of Technology, a Master of Science degree in Analytical Chemistry from Purdue University and a Bachelor of Arts degree in Mathematics and Chemistry from Catawba College. Mr. Smith is a Director of ACES Power Marketing, a Director of the Georgia Chamber of Commerce and is also a member of the Advisory Board of Mid-South Telecommunications, Inc. Mr. Smith previously served as a director of En-Touch Systems, Inc. from 2001-2006 and as a member of the NERC Stakeholders Committee from 2005-2006.

Michael W. Price is the Chief Operating Officer of Oglethorpe and has served in that office since February 1, 2000. Mr. Price served GSOC from January 1999 to January 2000, first as Senior Vice President and then as Chief Operating Officer. He served as Vice President of System Planning and Construction of GTC from May 1997 to December 1998. He served as a manager of system control of GSOC from January to May 1997. From 1986 to 1997, Mr. Price served Oglethorpe in the areas of control room operations, system planning, construction and engineering, and energy management systems. Prior to joining Oglethorpe, he was a field test engineer with the TVA from 1983 to 1986. Mr. Price has a Bachelor of Science degree in Electrical Engineering from Auburn University. Mr. Price is a Director of SERC Reliability Corporation, ACES Power Marketing, the Research Advisory Committee of Electric Power Research Institute and serves on the Advisory Board of Garrard Construction.

Elizabeth B. Higgins is the Chief Financial Officer of Oglethorpe and has served in that office since July 2004. Ms. Higgins served as Senior Vice President, Finance & Planning from July 2003 to July 2004. Ms. Higgins served as Vice President of Oglethorpe with various responsibilities including strategic planning, rates, analysis and member relations from September 2000 to July 2003. Ms. Higgins served as the Vice President and Assistant to the Chief Executive Officer from October 1999 to September 2000 and served in other capacities for Oglethorpe from April 1997 to September 1999. Prior to that, Ms. Higgins served as Project Manager at Southern Engineering from October 1995 to April 1997, as Senior Consultant at Deloitte & Touche, LLP from April 1995 to October 1995, and as Senior Consultant at Energy Management Associates from June 1991 to April 1995. In these positions, Ms. Higgins was responsible for competitive bidding analyses, rate designs, integrated resource planning studies, operational/dispatch studies, bulk power market analysis, merger analyses and litigation support. Ms. Higgins has a Bachelor of Industrial Engineering degree from the Georgia Institute of Technology and a Master of Business Administration degree from Georgia State University.

William F. Ussery is the Senior Vice President, Member and External Relations of Oglethorpe and has served in that office since October 2005. Mr. Ussery previously served as Vice President and Assistant Chief Operating Officer from November 2003 to October 2005. Prior to joining Oglethorpe in 2001, Mr. Ussery held several key positions, including Chief Operating Officer, Vice President of Engineering and System Engineer at Sawnee EMC. Mr. Ussery holds a bachelor's degree in Electrical Engineering from Auburn University and an associate degree in Science from Middle Georgia College.

W. Clayton Robbins is the Senior Vice President, Government Relations and Chief Administrative Officer of Oglethorpe and has served in the office since July 2006. Mr. Robbins served as Chief Administrative Officer from January 2006 to June 2006; served as Senior Vice President, Administration and Risk Management from October 2002 to December 2006; and served as Senior Vice President, Finance and Administration from November 1999 to September 2002. Mr. Robbins served as Senior Vice President and General Manager of Intellisource, Inc. from February 1997 to October 1999. Prior to that, Mr. Robbins held several positions at Oglethorpe since 1986, including senior Vice President, Support Services from December 1991 to January 1997 and Vice President, market Research and Analysis from December 1989 to November 1991. Before coming to Oglethorpe, Mr. Robbins spent 18 years with Stearns-Catalytic World Corporation, a major engineering and construction firm, including 13 years in management positions responsible for human resources, information systems, contracts, insurance, accounting, and project development. Mr. Robbins has a Bachelor of Arts degree in Business Administration from the University of North Carolina at Charlotte. Mr. Robbins serves on the Advisory Board of FM Global Insurance Company.

Jami G. Reusch is the Vice President, Human Resources and has served in that office since July 2004. Ms. Reusch served as Oglethorpe's Director of Human

80

Resources and held several other management and staff positions in Human Resources prior to July 2004. Prior to joining Oglethorpe in 1994, Ms. Reusch was a senior officer in the banking industry in Georgia, where she held various leadership roles. Ms. Reusch has a Bachelor of Education degree and a Master of Human Resource Development degree from Georgia State University. She also has a Senior Professional in Human Resources certification.

Benny W. Denham is Chairman of the Board and Member Director from the Southwest Region. He has served on the Board of Directors of Oglethorpe since December 1988. His present term will expire in March 2010. Mr. Denham has been co-owner of Denham Farms in Turner County, Georgia since 1980. Mr. Denham is on the Board of Directors of Community National Bank of Ashburn, Georgia and is a Director of Irwin EMC.

J. Sam L. Rabun is the Vice-Chairman of the Board and is the Member Director from the Central Region. He has served on the Board of Directors of Oglethorpe since March 1993. His present term will expire in March 2010. He is also the Chairman of the Compensation Committee. He has been the owner and operator of a farm in Jefferson County, Georgia since 1979. He is also a 50% owner of R&R Livestock Farms, Inc. Mr. Rabun served as the President of the Board of Jefferson Energy Cooperative from 1993 to 1996, was employed as General Manager from 1974 to 1979 and as Office Manager and Accountant from 1970 to 1974. He currently serves as Chairman of the Board of Jefferson Energy Cooperative. Mr. Rabun is Vice-Chairman of the Board of the Georgia Energy Cooperative.

Larry N. Chadwick is the Member Director from the Northwest Region. He has served on the Board of Directors of Oglethorpe since July 1989. His present term will expire in March 2008. He is also a member of the Compensation Committee. Mr. Chadwick is an engineer, with experience in the design of hydrogen gas plants. He is Chairman of the Board of Cobb EMC.

Marshall S. Millwood is the Member Director from the Northeast Region. He became a member of the Board of Directors of Oglethorpe in March 2003, and his present term will expire in March 2009. He is also a member of the Audit Committee. He has been the owner and operator of Marjomil Inc., a poultry and cattle farm in Forsyth County, Georgia, since 1998. He is a Director of Sawnee EMC.

M. Anthony Ham is the Member Director from the Southeast Region. He became a member of the Board of Directors of Oglethorpe in March 2004, and his term will expire in March 2008. He is also a member of the Compensation Committee. Mr. Ham is the Clerk of the Superior and Juvenile Courts in Brantley County, Georgia. He is a Director of Okefenoke Rural EMC.

        H.B. Wiley, Jr.    is the Member Director elected statewide. He became a member of the Board of Directors of Oglethorpe in March 2003 and his present term will expire in March 2009. He is also a member of the Audit Committee. Mr. Wiley previously served as a member of the Board of Directors from July 1994 until March 1997. Mr. Wiley has been an associate broker in real estate since 1994. Prior to that he owned and operated a dairy farm in Oconee County, Georgia from 1973 to 1994. During that time he served on the board of Atlanta Dairies Cooperative and Georgia Milk Producers Board. He has been a director of Walton EMC since June 1993, and served as its Chairman of the Board from June 2000 to June 2003. Mr. Wiley has Bachelor of Science degree from the University of Georgia. Mr. Wiley served in the U.S. Army Engineers from 1968 to 1971, and is a Vietnam veteran.

Jeffrey W. Murphy is the Manager Director from the Northeast Region. He became a member of the Board of Directors of Oglethorpe in March 2004, and his present term will expire in March 2009. He is also a member of the Audit Committee. Mr. Murphy has been the President and CEO of Hart EMC since May 2002. He is also the Secretary of the Georgia Energy Cooperative.

Gary A. Miller is the Manager Director from the Northwest Region. Mr. Miller became a member of the Board of Directors of Oglethorpe in March 2004, and his present term will expire in March 2009. He is also a member of the Compensation Committee. Mr. Miller has been the President and CEO of GreyStone Power Corporation since January 1999. Mr. Miller is the Treasurer of the Development Authority of Douglas County. He is a past President of the Georgia Rural Electric Managers Associationand is also a past Chairman of the Douglas County Chamber of Commerce. Mr. Miller currently serves on the Board of Directors of CoBank.

81

C. Hill Bentley is the Manager Director from the Central Region. He became a member of the Board of Directors of Oglethorpe in March 2004, and his present term will expire in March 2010. He is also a member of the Compensation Committee. He is the CEO of Tri-County EMC. He is a member of the Boards of Directors of the Georgia Cooperative Council and the Central Georgia Technical College Foundation, and a member of the Bibb County Chamber of Commerce and Georgia Chamber of Commerce. He is a past President of the Georgia Rural Electric Managers Association and is on the Business Advisory Council for Georgia College and State University.

Gary W. Wyatt is the Manager Director from the Southwest Region. He has served on the Board of Directors of Oglethorpe since March 2004. His present term will expire in March 2010. He is also a member of the Audit Committee. He started his career in 1973 with Coosa Valley Electric Co-op in Talladega, Alabama where he held the position of Operations Manager. He assumed the position of President/CEO of Pataula EMC in 1986. Mr. Wyatt received an A.S. degree in management from Darton College. He is also a graduate of the National Rural Electric Cooperative Association Management Internship program at the University of Nebraska. He is on the Board of Directors of Georgia Electric Membership Corporation and is a past Vice Chairman of the Services Committee. Mr. Wyatt is the past President of the Georgia Managers Association, past Vice Chairman of the Albany Technical College Board of Directors and past President of the Randolph Cuthbert Chamber of Commerce.

Robert E. Rentfrow is the Manager Director from the Southeast Region. Mr. Rentfrow became a Member of the Board of Directors of Oglethorpe in June 2002. His present term will expire in March 2008. He is also a member of the Audit Committee. Mr. Rentfrow has been the President and Chief Executive Officer of Satilla Rural EMC since 1997 and has been associated with EMCs in Georgia for the past 21 years. Mr. Rentfrow serves as Director on the Governor's Workforce Investment Board and is a member of the Southeast Georgia Financial Board. Mr. Rentfrow also serves as Chairman of the Bacon County Industrial Building Authority and is a member of the Waycross College Board of Trustees. Mr. Rentfrow attended Southern Technical Institute and Georgia Southern College.

Wm. Ronald Duffey is an Outside Director. He has served on the Board of Directors of Oglethorpe since March 1997. His present term will expire in March 2009. He is also the Chairman of the Audit Committee. Mr. Duffey is the Chairman of the Board of Directors of Peachtree National Bank in Peachtree City, Georgia, a wholly owned subsidiary of Synovus Financial Corp. Prior to his employment in 1985 with Peachtree National Bank, Mr. Duffey served as Executive Vice President and Member of the Board of Directors for First National Bank in Newnan, Georgia. He holds a Bachelor of Business Administration from Georgia State College with a concentration in finance and has completed banking courses at the School of Banking of the South, Louisiana State University, the American Bankers Association School of Bank Investments, and The Stonier Graduate School of Banking, Rutgers University. Mr. Duffey is a Director of Piedmont-Fayette Hospital, Piedmont-Newnan Hospital and The Georgia Economic Development Corp. Mr. Duffey is also a member of the Board of Directors of the Georgia Chamber of Commerce and of the Audit Committee of Piedmont Healthcare.

John S. Ranson is an Outside Director. He has served on the Board of Directors of Oglethorpe since March 1997. His present term will expire in March 2008. He is also a member of the Compensation Committee. He has been the President of Ranson Municipal Consultants, L.L.C., a financial advisor in Wichita, Kansas, since 1994. From 1990 to 1994, Mr. Ranson was Chairman of Ranson Capital Corp., an investment banking firm. Mr. Ranson has been in the investment banking business since 1953. His public finance clients have included the Kansas Turnpike Authority, the Kansas Municipal Energy Agency, the Kansas Municipal Gas Agency, and the Kansas City (Kansas) Board of Public Utilities. Mr. Ranson received his Bachelor of Science in Business Administration from the University of Kansas (Lawrence, Kansas) and attended the Navy Supply Corps School in Bayonne, New Jersey.

82

ITEM 11. EXECUTIVE COMPENSATION

Director Compensation

    The following table sets forth the total compensation paid or earned by each of Oglethorpe's directors for the fiscal year ended December 31, 2006.

Name		Total Fees Earned or Paid in Cash
Member Directors
Benny W. Denham, Chairman	$	11,050
J. Sam L. Rabun		12,250
Marshall S. Millwood		9,550
Larry N. Chadwick		7,650
M. Anthony Ham		6,850
H.B. Wiley, Jr.		9,850
Gary A. Miller		6,850
Jeffrey W. Murphy		8,650
C. Hill Bentley		6,850
Gary W. Wyatt		8,000
Robert E. Rentfrow		8,650
Outside Directors
Wm. Ronald Duffey		31,050
John S. Ranson		19,550

    During 2006, Oglethorpe paid its Outside Directors a fee of $5,500 per Board meeting for four meetings a year and a fee of $1,000 per Board meeting for the remaining other Board meetings held during the year. Outside Directors were also paid $1,000 per day for attending committee meetings, annual meetings of the Members or other official business of Oglethorpe. Member Directors were paid a fee of $1,000 per Board meeting and $600 per day for attending committee meetings, annual meetings of the Members or other official business of Oglethorpe. In addition, Oglethorpe reimburses all Directors for out-of-pocket expenses incurred in attending a meeting. All Directors are paid $50 per day when participating in meetings by conference call. The Chairman of the Board is paid an additional 20% of his Director's fee per Board meeting for time involved in preparing for the meetings. The Chairman of the Audit Committee is paid an additional $400 per Audit Committee meeting for the time involved in fulfilling that role. Neither Oglethorpe's Outside Directors nor Member Directors receive any perquisites or other personal benefits.

Compensation Discussion and Analysis

Overview of the Compensation Program

    The Compensation Committee of the Board has responsibility for establishing, implementing and continually monitoring adherence with Oglethorpe's Compensation Policy.

    Compensation Philosophy and Objectives.    The corporate compensation and benefits program of Oglethorpe is designed to establish and maintain competitive total compensation programs that will attract, motivate and retain the qualified and skilled work force necessary for the continued success of Oglethorpe. To help align compensation paid to executive officers with the achievement of corporate goals, Oglethorpe has designed a significant portion of its cash compensation program as a pay for performance based system that rewards named executive officers ("Executive Officers") for their individual performance and contribution in achieving corporate goals. To remain competitive, each component of total compensation is validated relative to market values on an annual basis.

    Role of the Compensation Committee and Management.    The Compensation Committee is comprised of six directors of Oglethorpe, J. Sam L. Rabun, John S. Ranson, Gary A. Miller, C. Hill Bentley, M. Anthony Ham, and Larry N. Chadwick. The Compensation Committee reviews changes to Oglethorpe's compensation program for its officers, directors and employees and recommends such changes to the Board of Directors for approval. Specifically, the Compensation Committee approves the performance pay program set forth in the Compensation Policy, including the corporate goals related to such program.

    During 2006, Oglethorpe engaged Hewitt Associates, an outside global human resources consulting firm, to conduct a review of its compensation program. Hewitt Associates provided Oglethorpe with relevant market data that was used to analyze Oglethorpe's compensation program in light of the compensation programs of its peers and also to ensure that Oglethorpe's compensation program aligned with its stated compensation philosophy and objectives. The Compensation Committee receives a comprehensive report on an annual basis regarding all facets of Oglethorpe's compensation program.

    The key member of management involved in the compensation process is the President and Chief Executive Officer. The President and Chief Executive Officer identifies corporate performance objectives that are used to determine performance pay amounts. The President and Chief Executive Officer then presents these goals to the Compensation Committee, which in

83

turn approves these goals and presents them to the Board of Directors for review and approval. The President and Chief Executive Officer approves the compensation of Oglethorpe's Executive Officers, other than the President and Chief Executive Officer. The President and Chief Executive Officer's compensation is approved by the Board of Directors upon recommendation of the Compensation Committee.

Determination of Compensation

    Components of Total Compensation.    Compensation packages for the fiscal year ended December 31, 2006 for Oglethorpe's Executive Officers were comprised of the following three primary components:

•

Annual base salary

•

Performance pay, which is a cash award given annually based on both the achievement of corporate goals and, to a lesser extent, on individual performance

•

Benefits, which consist primarily of health and welfare benefits and retirement benefits

    Base Salary.    Oglethorpe believes that Executive Officer base salaries should be compared to the median of the range of salaries for executives in similar positions and with similar responsibilities at comparable companies. Base salary is established, in part, by surveying the external market.

    Each of Oglethorpe's Executive Officers has an employment agreement that provides for a minimum annual base salary and performance pay. See the narrative disclosure following the "Summary Compensation Table" for additional information on the terms of the employment agreements.

    The President and the Chief Executive Officer of Oglethorpe approves the Executive Officers' salaries and, in certain circumstances provides an upward adjustment to the Executive Officers' base salary set forth in the employment agreement. The President and the Chief Executive Officer reports the Executive Officers' salaries to the Compensation Committee annually. The Company's Board of Directors approves the salary of the President and Chief Executive Officer upon the recommendation of the Compensation Committee.

    Performance Pay.    Each Executive Officer has the potential to earn 20% of their base pay in performance pay. Each Executive Officer's performance pay award for 2006, other than that of the President and Chief Executive Officer, was based 75% on the achievement of corporate goals, as determined by the Board of Directors upon the Compensation Committee's recommendation, and 25% on the individual performance. The President and Chief Executive Officer's performance pay award is based solely on corporate goal achievement, as determined annually by the Board of Directors upon the recommendation of the Compensation Committee.

    Each year Oglethorpe drafts a comprehensive set of corporate goals which are approved by the Board of Directors. For 2006, Oglethorpe's corporate goals primarily involved the following: (1) the operation of Oglethorpe's plants by facility type; (2) Oglethorpe's financial performance for the year, including cost savings and risk reduction programs; (3) environmental compliance; and (4) safety.

    Benefits.    The Benefit Program is designed to allow Executive Officers to choose the benefit options that best meet their needs. The President and Chief Executive Officer recommends changes to the benefits program or level of benefits that all Executive Officers, including the President and Chief Executive Officer, receive to the Compensation Committee, which then in turn recommends those changes to the Board of Directors. To meet the health and welfare needs of its Executive Officers at a reasonable cost, Oglethorpe pays for 80-85% of an Executive Officer's health and welfare benefits. The President and Chief Executive Officer decides the exact cost sharing percentage to be borne by Oglethorpe.

    Oglethorpe also provides retirement benefits that allow Executive Officers the opportunity to develop an investment strategy that best meets their retirement needs. Oglethorpe will contribute up to $0.75 of every dollar an Executive Officer contributes to his or her retirement plan, up to 6% of an Executive Officer's pay per period, and will contribute an additional amount equal to 8% of an Executive Officer's pay per period. See "Nonqualified Deferred Compensation" for additional information regarding Oglethorpe's contributions to its Executive Officers' retirement plans.

    Perquisites.    Oglethorpe provides its Executive Officers with perquisites and other personal benefits that Oglethorpe and the Compensation Committee believe are reasonable and consistent with its overall

84

compensation program. Oglethorpe's Executive Officers receive a monthly car allowance, the amount of which is based upon the Executive Officer's position. The President and Chief Executive Officer approves car allowance amounts annually and reports those amounts to the Compensation Committee. The car allowance for the President and Chief Executive Officer is included in his employment agreement. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to Executive Officers.

Compensation Committee Interlocks and Insider Participation

    J. Sam L. Rabun, John S. Ranson, Gary A. Miller and Larry N. Chadwick served as members of the Oglethorpe Power Corporation Compensation Committee in 2006. J. Sam L. Rabun served as the Vice Chairman of the Board in 2006.

    Gary A. Miller is a Director of Oglethorpe and the President and Chief Executive Officer of GreyStone Power Corporation. GreyStone Power Corporation is a Member of Oglethorpe and has a Wholesale Power Contract with Oglethorpe. GreyStone Power Corporation's payments of $73.8 million to Oglethorpe in 2006 under the Wholesale Power Contract accounted for approximately 7% of Oglethorpe's total revenues and 37% of GreyStone Power Corporation's total revenues.

Compensation Committee Report

March 26, 2007

    The Compensation Committee of Oglethorpe Power Corporation has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2006 for filing with the Securities and Exchange Commission.

Respectfully Submitted,
The Compensation Committee

J. Sam L. Rabun
John S. Ranson
Gary A. Miller
C. Hill Bentley
M. Anthony Ham
Larry N. Chadwick

Summary Compensation Table

    The following table sets forth the total compensation paid or earned by each of Oglethorpe's Executive Officers for the fiscal year ended December 31, 2006.

Name and Principal Position	Year		Salary		Non-Equity Incentive Plan Compensation		All Other Compensation (1)		Total
Thomas A. Smith President and Chief Executive Officer	2006	$	438,043	$	72,126	$	51,582	$	561,751
Michael W. Price Chief Operating Officer	2006		253,481		44,059		35,925		333,465
Elizabeth B. Higgins Chief Financial Officer	2006		245,304		42,637		35,112		323,053
William F. Ussery Senior Vice President, Member and External Relations	2006		171,417		29,653		27,697		228,767
W. Clayton Robbins Senior Vice President, Chief Administrative Officer	2006		154,487		26,273		73,550		254,310
Jami G. Reusch Vice President, Human Resources	2006		147,643		23,805		27, 341		198,789

(1)

Figures for 2006 consist of matching contributions made by Oglethorpe under the 401(k) Retirement Savings Plan on behalf of Mr. Smith, Mr. Price, Ms. Higgins, Mr. Ussery, Mr. Robbins and Ms. Reusch and of $9,895, $9,658, $9,707, $7,395, $9,900, and $8,382, respectively; contributions made by Oglethorpe under the 401(k) Retirement Savings Plan on behalf of Mr. Smith, Mr. Price Ms. Higgins, Mr. Ussery, Mr. Robbins and Ms. Reusch of $11,000, $11,000, $11,000, $10,428, $11,000, and $9,313, respectively; contributions by Oglethorpe to a nonqualified deferred compensation plan on behalf of Mr. Smith, Mr. Price, Ms. Higgins and Mr. Robbins of $17,445, $5,460, $4,929, and $1,610, respectively; a transition payment of $40,000 for services rendered by Mr. Robbins as Chief Administrative Officer; a car allowance of $12,000, $9,000, $9,000, $9,000, $9,000, and $9,000 for Mr. Smith, Mr. Price, Ms. Higgins, Mr. Ussery, Mr. Robbins and Ms. Reusch respectively; and insurance premiums paid on term life insurance on behalf of Mr. Smith, Mr. Price, Ms. Higgins, Mr. Ussery, Mr. Robbins and Ms. Reusch of $1,242, $807, $475, $874, $2,040, $645, respectively.

85

    Oglethorpe entered into an employment agreement with Thomas A. Smith, Oglethorpe's President and Chief Executive Officer, effective March 15, 2002. Oglethorpe entered into a restated employment agreement with Mr. Smith effective January 1, 2007. The initial term of the 2007 agreement extends until December 31, 2009, and automatically renews for successive one-year periods unless either party provides written notice not to renew the agreement on or before November 30, 2007 (for the initial term) or twenty-five months before the expiration of any extended term. Mr. Smith's minimum annual base salary under the 2007 agreement is $440,869.52, and is subject to review and possible upward adjustment by the Board of Directors. Mr. Smith is eligible for an annual bonus or other incentive compensation plans generally available to similarly situated employees, determined by Oglethorpe in its sole discretion. Mr. Smith is also entitled to an automobile or an automobile allowance during the term of the 2007 agreement. Mr. Smith's prior and current employment agreements contain severance pay provisions. Details regarding the severance pay provisions of the agreements are provided in both narrative and tabular form under "Severance and Change in Control Arrangements".

    Oglethorpe has also entered into employment agreements effective March 15, 2002 with Michael W. Price, Elizabeth B. Higgins, William Clay Robbins, and Jami G. Reusch, Oglethorpe's Chief Operating Officer, Chief Financial Officer, Chief Administrative Officer and Senior Vice President – Government Relations, and Vice President, Human Resources, respectively. Effective January 1, 2007, Oglethorpe entered into subsequent, restated employment agreements with Mr. Price, Ms. Higgins, Mr. Robbins and Ms. Reusch, and a new employment agreement with William F. Ussery, Oglethorpe's Senior Vice President, Member and External Relations. Each 2007 agreement extends through December 31, 2008, and automatically renews for successive one-year periods unless either party provides written notice not to renew the agreement on or before November 30, 2007 (for the initial term) or thirteen months before the expiration of any extended term. Minimum annual base salaries under the 2007 agreements are $255,116.16 for Mr. Price, $246,886.64 for Ms. Higgins, $171,700 for Mr. Ussery, $164,000 for Mr. Robbins, and $148,596.25 for Ms. Reusch. Salaries are subject to review and possible upward adjustment as determined by the President and the Chief Executive Officer. Each executive is also eligible for an annual bonus or other incentive compensation plans generally available to similarly situated employees, determined by Oglethorpe in its sole discretion. The employment agreements with Mr. Price, Ms. Higgins, Mr. Ussery, Mr. Robbins, and Ms. Reusch contain severance pay provisions. Details regarding the severance pay provisions of the agreements are provided in both narrative and tabular form under "Severance and Change in Control Arrangements".

Grants of Plan-Based Award Table

    The following table sets forth certain information with respect to the performance pay for the fiscal year ended December 31, 2006 awarded to the Executive Officers listed in the Summary Compensation Table.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name	Grant Date		Threshold		Target		Maximum (1)
Thomas A. Smith President and Chief Executive Officer	N/A	$	–	$	–	$	87,609
Michael W. Price Chief Operating Officer	N/A		–		–		50,696
Elizabeth B. Higgins Chief Financial Officer	N/A		–		–		49,061
William F. Ussery Senior Vice President, Member and External Relations	N/A		–		–		34,283
W. Clayton Robbins Senior Vice President, Chief Administrative Officer	N/A		–		–		30,897
Jami G. Reusch Vice President, Human Resources	N/A		–		–		29,529

(1)

This amount represents 20% of the Executive Officer's base salary. See "Compensation Discussion and Analysis – Determination of Compensation – Performance Pay" for additional information.

Nonqualified Deferred Compensation

    Oglethorpe maintains a Fidelity Non-Qualified Deferred Compensation Program. The Nonqualified Deferred Compensation Program serves as a vehicle through which Oglethorpe can continue contributions to its Executive Officers via its Employer Retirement Contribution to its Executive Officers beyond the IRS salary limits on the retirement plan ($220,000 as indexed). The following table sets forth contributions by

86

Oglethorpe for the fiscal year ended December 31, 2006 along with aggregate earnings for the same period.

Name		Registrant Contributions in Last FY  (1)		Aggregate Earnings in Last FY  (2)		Aggregate Balance at Last FYE
Thomas A. Smith President and Chief Executive Officer	$	17,445	$	1,162	$	18,607
Michael W. Price Chief Operating Officer		5,460		217		5,677
Elizabeth B. Higgins Chief Financial Officer		4,929		215		5,144
William F. Ussery Senior Vice President, Member and External Relations		–		–		–
W. Clayton Robbins Senior Vice President, Chief Administrative Officer		1,610		4		1,614
Jami G. Reusch Vice President, Human Resources		–		–		–

(1)

All registrant contribution amounts shown have been included in the "All Other Compensation" column of the Summary Compensation Table above.

(2)

A participant's account under the Fidelity Non-Qualified Deferred Compensation Program is invested in the investment options selected by the participant. The account is credited with gains or losses actually experienced by the investments.

Severance and Change in Control Arrangements

    Under the restated employment agreement effective January 1, 2007, Thomas A. Smith, Oglethorpe's President and Chief Executive Officer, will be entitled to a lump-sum severance payment upon the occurrence of any of the following events: (1) Oglethorpe terminates Mr. Smith's employment without cause; or (2) Mr. Smith resigns due to a demotion or material reduction of his position or responsibilities, reduction of his base salary, or a relocation of Mr. Smith's principal office by more than 50 miles. The severance payment will equal Mr. Smith's base salary through the rest of the term of the agreement (with a minimum of one year's pay and a maximum of two years' pay), and is payable within 30 days of termination, subject to the provisions of Internal Revenue Code Section 409A. In addition, Mr. Smith will be entitled to outplacement services provided by Oglethorpe and an amount equal to Mr. Smith's costs for medical and dental continuation coverage under COBRA, each for the longer of one year or the remaining term of the agreement. Severance is payable only if Mr. Smith signs a form releasing all claims against Oglethorpe within 45 days after his termination date. The maximum severance that would be payable to Mr. Smith in the circumstances described above is $945,891.

    Under the employment agreements dated January 1, 2007, Michael W. Price, Oglethorpe's Chief Operating Officer, Elizabeth B. Higgins, Oglethorpe's Chief Financial Officer, William F. Ussery, Oglethorpe's Senior Vice President, Member and External Relations, William Clay Robbins, Oglethorpe's Chief Administrative Officer and Senior Vice President – Government Relations, and Jami G. Reusch, Oglethorpe's Vice President, Human Resources, will each be entitled to a lump-sum severance payment if Oglethorpe terminates the executive without cause or if the executive resigns after a demotion or material reduction of his or her position or responsibilities, a reduction of his or her base salary, or a relocation of his or her principal office by more than 50 miles. The severance payment will equal the one year of the executive's base salary, payable six months after the executive's termination date. In addition, the executive will be entitled to six months of outplacement services provided by Oglethorpe and an amount equal to the executive's cost for medical and dental continuation coverage under COBRA for six months. Severance is payable only if the executive signs a form releasing all claims against Oglethorpe within 45 days after his or her termination date. The maximum severance that would be payable to Mr. Price, Ms. Higgins, Mr. Ussery, Mr. Robbins and Ms. Reusch in the circumstances described above is $301,056, $292,879, $213,969, $199,754 and $175,218, respectively.

87

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

       Not Applicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

    Robert E. Rentfrow is a Director of Oglethorpe and the President and Chief Executive Officer of Satilla Rural EMC. Satilla Rural EMC is a Member of Oglethorpe and has a Wholesale Power Contract with Oglethorpe. Satilla Rural EMC's payments of $28.0 million to Oglethorpe in 2006 under the Wholesale Power Contract accounted for approximately 3% of Oglethorpe's total revenues and 31% of Satilla Rural EMC's total revenues.

    Jeffrey W. Murphy is a Director of Oglethorpe and the President and Chief Executive Officer of Hart EMC. Hart EMC is a Member of Oglethorpe and has a Wholesale Power Contract with Oglethorpe. Hart EMC's payments of $19.7 million to Oglethorpe in 2006 under the Wholesale Power Contract accounted for approximately 2% of Oglethorpe's total revenues and 37% of Hart EMC's total revenues.

    Gary A. Miller is a Director of Oglethorpe and the President and Chief Executive Officer of GreyStone Power Corporation. GreyStone Power Corporation is a Member of Oglethorpe and has a Wholesale Power Contract with Oglethorpe. GreyStone Power Corporation's payments of $73.8 million to Oglethorpe in 2006 under the Wholesale Power Contract accounted for approximately 7% of Oglethorpe's total revenues and 37% of GreyStone Power Corporation's total revenues.

    C. Hill Bentley is a Director of Oglethorpe and the Chief Executive Officer of Tri-County EMC. Tri-County EMC is a Member of Oglethorpe and has a Wholesale Power Contract with Oglethorpe. Tri-County EMC's payments of $12.3 million to Oglethorpe in 2006 under the Wholesale Power Contract accounted for approximately 1% of Oglethorpe's total revenues and 36% of Tri-County EMC's total revenues.

    Gary W. Wyatt is a Director of Oglethorpe and the President and Chief Executive Officer of Pataula EMC. Pataula EMC is a Member of Oglethorpe and has a Wholesale Power Contract with Oglethorpe. Pataula EMC's payments of $2.4 million to Oglethorpe in 2006 under the Wholesale Power Contract accounted for approximately less than 1% of Oglethorpe's total revenues and 33% of Pataula EMC's total revenues.

    Herbert J. Short began serving as Oglethorpe's General Counsel in August 2005. Mr. Short is a partner with Sutherland Asbill & Brennan LLP. Sutherland Asbill & Brennan LLP provides legal services to Oglethorpe on a regular basis.

    Oglethorpe has a Standards of Conduct/ Conflict of Interest policy (the "Policy") that sets forth guidelines that its employees and directors must follow in order to avoid conflicts of interest, or any appearance of conflicts of interest, between an individual's personal interests and the interests of Oglethorpe. Pursuant to the Policy, each employee and director must disclose any conflicts of interest, actions or relationships that might give rise to a conflict. The Chief Executive Officer is responsible for taking reasonable steps to ensure that the employees are complying with the Policy and the Audit Committee is responsible for taking reasonable steps to ensure that the directors are complying with the Policy. The Audit Committee is charged with monitoring compliance with the Policy and making recommendations to the Board of Directors regarding the Policy. Certain actions or relationships that might give rise to a conflict of interest are reviewed and approved by the Board of Directors.

Director Independence

    Because Oglethorpe is an electric cooperative, the members it serves own and manage Oglethorpe. Oglethorpe's Bylaws set forth specific requirements regarding the composition of its Board of Directors. Specifically, Oglethorpe has a thirteen member Board of Directors consisting of eleven directors elected from the Members (the "Member Directors") and two independent outside directors (the "Outside Directors"). Five Member Directors must be a general manager of an Oglethorpe Member located in each of the five geographical regions of the State of Georgia and an additional five Member Directors must be a director of an Oglethorpe Member located in each of the five geographical regions of the State of Georgia. The eleventh Member Director must be a director of an Oglethorpe Member. An Oglethorpe Member must not have both its general manager and one of its directors serve as a director of Oglethorpe at the same time.

88

    In addition to meeting the requirements set forth in its Bylaws, all directors, with the exception of Gary A. Miller, satisfy the definition of director independence as prescribed by the NASDAQ Stock Market and otherwise meet the requirements set forth in Oglethorpe's Bylaws. Gary A. Miller does not qualify as an independent director because he is the President and Chief Executive Officer of GreyStone Power Corporation, which accounted for approximately 7% of Oglethorpe's revenues for the fiscal year ended December 31, 2006. Although Oglethorpe does not have any securities listed on the NASDAQ Stock Market, Oglethorpe has used the NASDAQ Stock Market's independence criteria in making this determination in accordance with applicable SEC rules.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

       For 2006 and 2005, fees for services provided by Oglethorpe's principal accountants, PricewaterhouseCoopers LLP were as follows:

		(dollars in thousands)
		2006		2005
Audit Fees (1)	$	240	$	232
Tax Fees (2)		27		42
Audit-Related Fees (3)		112		52
All Other Fees		–		–
Total	$	379	$	326

(1)

Audit of annual financial statements and review of financial statements included in SEC filings.

(2)

Professional tax services including tax consultation and tax return preparation.

(3)

Audited related services rendered in connection with financing and consultations regarding the implementation of Sarbanes-Oxley compliance.

    In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the Securities and Exchange Commission to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

Pre-Approval Policy

    The services performed by Pricewaterhouse- Coopers LLP in 2006 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee. The policy requires that requests for all services must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings.

89

(This page intentionally left blank)

90

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  List of Documents Filed as a Part of This Report.

		Page
(1)	Financial Statements (Included under "Financial Statements and Supplementary Data")
	Statements of Revenues and Expenses, For the Years Ended December 31, 2006, 2005 and 2004	51
	Balance Sheets, As of December 31, 2006 and 2005	52
	Statements of Capitalization, As of December 31, 2006 and 2005	54
	Statements of Cash Flows, For the Years Ended December 31, 2006, 2005 and 2004	55
	Statements of Patronage Capital and Membership Fees And Accumulated Other Comprehensive Margin For the Years Ended December 31, 2006, 2005 and 2004	56
	Notes to Financial Statements	57
	Report of Management	77
	Report of Independent Registered Public Accounting Firm	77
(2)	Financial Statement Schedules
	None applicable.
(3)	Exhibits

    Exhibits marked with an asterisk (*) are hereby incorporated by reference to exhibits previously filed by the Registrant as indicated in parentheses following the description of the exhibit.

Number		Description
*2.1	–	Second Amended and Restated Restructuring Agreement, dated February 24, 1997, by and among Oglethorpe, Georgia Transmission Corporation (An Electric Membership Corporation) and Georgia System Operations Corporation. (Filed as Exhibit 2.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*2.2	–	Member Agreement, dated August 1, 1996, by and among Oglethorpe, Georgia Transmission Corporation (An Electric Membership Corporation), Georgia System Operations Corporation and the Members of Oglethorpe. (Filed as Exhibit 2.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*3.1(a)	–	Restated Articles of Incorporation of Oglethorpe, dated as of July 26, 1988. (Filed as Exhibit 3.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1988, File No. 33-7591.)
*3.1(b)	–	Amendment to Articles of Incorporation of Oglethorpe, dated as of March 11, 1997. (Filed as Exhibit 3(i)(b) to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*3.2	–	Bylaws of Oglethorpe, as amended and restated, as of March 21, 2005. (Filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 2004, File No. 33-7591.)
*4.1	–	Form of Serial Facility Bond Due June 30, 2011 (included in Collateral Trust Indenture filed as Exhibit 4.2.)
*4.2	–	Collateral Trust Indenture, dated as of December 1, 1997, between OPC Scherer 1997 Funding Corporation A, Oglethorpe and SunTrust Bank, Atlanta, as Trustee. (Filed as Exhibit 4.2 to the Registrant's Form S-4 Registration Statement, File No. 333-42759.)
*4.3	–	Nonrecourse Promissory Lessor Note No. 2, with a Schedule identifying three other substantially identical Nonrecourse Promissory Lessor Notes and any material differences. (Filed as Exhibit 4.3 to the Registrant's Form S-4 Registration Statement, File No. 333-42759.)

91

*4.4	–	Amended and Restated Indenture of Trust, Deed to Secure Debt and Security Agreement No. 2, dated December 1, 1997, between Wilmington Trust Company and NationsBank, N.A. collectively as Owner Trustee, under Trust Agreement No. 2, dated December 30, 1985, with DFO Partnership, as assignee of Ford Motor Credit Company, and The Bank of New York Trust Company of Florida, N.A. as Indenture Trustee, with a Schedule identifying three other substantially identical Amended and Restated Indentures of Trust, Deeds to Secure Debt and Security Agreements and any material differences. (Filed as Exhibit 4.4 to the Registrant's Form S-4 Registration Statement, File No. 333-42759.)
*4.5(a)	–	Lease Agreement No. 2 dated December 30, 1985, between Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, Lessor, and Oglethorpe, Lessee, with a Schedule identifying three other substantially identical Lease Agreements. (Filed as Exhibit 4.5(b) to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*4.5(b)	–	First Supplement to Lease Agreement No. 2 (included as Exhibit B to the Supplemental Participation Agreement No. 2 listed as 10.1.1(b)).
*4.5(c)	–	First Supplement to Lease Agreement No. 1, dated as of June 30, 1987, between The Citizens and Southern National Bank as Owner Trustee under Trust Agreement No. 1 with IBM Credit Financing Corporation, as Lessor, and Oglethorpe, as Lessee. (Filed as Exhibit 4.5(c) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.)
*4.5(d)	–	Second Supplement to Lease Agreement No. 2, dated as of December 17, 1997, between NationsBank, N.A., acting through its agent, The Bank of New York, as an Owner Trustee under the Trust Agreement No. 2, dated December 30, 1985, among DFO Partnership, as assignee of Ford Motor Credit Company, as the Owner Participant, and the Original Trustee, as Lessor, and Oglethorpe, as Lessee, with a Schedule identifying three other substantially identical Second Supplements to Lease Agreements and any material differences. (Filed as Exhibit 4.5(d) to the Registrant's Form S-4 Registration Statement, File No. 333-42759.)
*4.6	–	Second Amended and Restated Loan Contract, dated as of May 31, 2006, between Oglethorpe and the United States of America, together with one note executed and delivered pursuant thereto. (Filed as Exhibit 4.6 to the Registrant's Form 10-Q for the quarterly period ended June 30, 2006, File No. 33-7591.)
*4.7.1(a)	–	Indenture, dated as of March 1, 1997, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee. (Filed as Exhibit 4.8.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*4.7.1(b)	–	First Supplemental Indenture, dated as of October 1, 1997, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee, relating to the Series 1997B (Burke) Note. (Filed as Exhibit 4.8.1(b) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1997, File No. 33-7591.)
*4.7.1(c)	–	Second Supplemental Indenture, dated as of January 1, 1998, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 1997C (Burke) Note. (Filed as Exhibit 4.7.1(c) to the Registrant's Form 10-K for the fiscal year ended December 31, 1997, File No. 33-7591.)
*4.7.1(d)	–	Third Supplemental Indenture, dated as of January 1, 1998, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 1997A (Monroe) Note. (Filed as Exhibit 4.7.1(d) to the Registrant's Form 10-K for the fiscal year December 31, 1997, File No. 33-7591.)
*4.7.1(e)	–	Fourth Supplemental Indenture, dated as of March 1, 1998, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee, relating to the Series 1998A (Burke) and 1998B (Burke) Notes. (Filed as Exhibit 4.7.1(e) to the Registrant's Form 10-K for the fiscal year ended December 31, 1998, File No. 33-7591.)
*4.7.1(f)	–	Fifth Supplemental Indenture, dated as of April 1, 1998, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee, relating to the Series 1998 CFC Note. (Filed as Exhibit 4.7.1(f) to the Registrant's Form 10-K for the fiscal year ended December 31, 1998, File No. 33-7591.)

92

*4.7.1(g)	–	Sixth Supplemental Indenture, dated as of January 1, 1999, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee, relating to the Series 1998C (Burke) Note. (Filed as Exhibit 4.7.1(g) to the Registrant's Form 10-K for the fiscal year ended December 31, 1998, File No. 33-7591.)
*4.7.1(h)	–	Seventh Supplemental Indenture, dated as of January 1, 1999, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee, relating to the Series 1998A (Monroe) Note. (Filed as Exhibit 4.7.1(h) to the Registrant's Form 10-K for the fiscal year ended December 31, 1998, File No. 33-7591.)
*4.7.1(i)	–	Eighth Supplemental Indenture, dated as of November 1, 1999, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee, relating to the Series 1999B (Burke) Note. (Filed as Exhibit 4.7.1(i) to the Registrant's Form 10-K for the fiscal year ended December 31, 1999, File No. 33-7591.)
*4.7.1(j)	–	Ninth Supplemental Indenture, dated as of November 1, 1999, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee, relating to the Series 1999B (Monroe) Note. (Filed as Exhibit 4.7.1(j) to the Registrant's Form 10-K for the fiscal year ended December 31, 1999, File No. 33-7591.)
*4.7.1(k)	–	Tenth Supplemental Indenture, dated as of December 1, 1999, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee, relating to the Series 1999 Lease Notes. (Filed as Exhibit 4.7.1(k) to the Registrant's Form 10-K for the fiscal year ended December 31, 1999, File No. 33-7591.)
*4.7.1(l)	–	Eleventh Supplemental Indenture, dated as of January 1, 2000, made by Oglethorpe to SunTrust Bank as trustee, relating to the Series 1999A (Burke) Note. (Filed as Exhibit 4.7.1(l) to the Registrant's Form 10-K for the fiscal year ended December 31, 1999, File No. 33-7591.)
*4.7.1(m)	–	Twelfth Supplemental Indenture, dated as of January 1, 2000, made by Oglethorpe to SunTrust Bank as trustee, relating to the Series 1999A (Monroe) Note. (Filed as Exhibit 4.7.1(m) to the Registrant's Form 10-K for the fiscal year ended December 31, 1999, File No. 33-7591.)
*4.7.1(n)	–	Thirteenth Supplemental Indenture, dated as of January 1, 2001, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2000 (Burke) Note. (Filed as Exhibit 4.7.1(n) to the Registrant's Form 10-K for the fiscal year ended December 31, 2000, File No. 33-7591.)
*4.7.1(o)	–	Fourteenth Supplemental Indenture, dated as of January 1, 2001, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2000 (Monroe) Note. (Filed as 4.7.1(o) to the Registrant's Form 10-K for the fiscal year ended December 31, 2000, File No. 33-7591.)
*4.7.1(p)	–	Fifteenth Supplemental Indenture, dated as of January 1, 2002, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2001 (Burke) Note. (Filed as Exhibit 4.7.1(p) to the Registrant's Form 10-K for the fiscal year ended December 31, 2001, File No. 33-7591.)
*4.7.1(q)	–	Sixteenth Supplemental Indenture, dated as of January 1, 2002, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2001 (Monroe) Note. (Filed as Exhibit 4.7.1(q) to the Registrant's Form 10-K for the fiscal year ended December 31, 2001, File No. 33-7591.)
*4.7.1(r)	–	Seventeenth Supplemental Indenture, dated as of October 1, 2002, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2002A (Burke) Note. (Filed as Exhibit 4.7.1(r) to the Registrant's Form 10-K for the fiscal year ended December 31, 2002, File No. 33-7591.)
*4.7.1(s)	–	Eighteenth Supplemental Indenture, dated as of October 1, 2002, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2002B (Burke) Note. (Filed as Exhibit 4.7.1(s) to the Registrant's Form 10-K for the fiscal year ended December 31, 2002, File No. 33-7591.)

93

*4.7.1(t)	–	Nineteenth Supplemental Indenture, dated as of January 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2002C (Burke) Note. (Filed as Exhibit 4.7.1(t) to the Registrant's Form 10-K for the fiscal year ended December 31, 2002, File No. 33-7591.)
*4.7.1(u)	–	Twentieth Supplemental Indenture, dated as of January 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2002 (Monroe) Note. (Filed as Exhibit 4.7.1(u) to the Registrant's Form 10-K for the fiscal year ended December 31, 2002, File No. 33-7591.)
*4.7.1(v)	–	Twenty-First Supplemental Indenture, dated as of January 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2002 (Appling) Note. (Filed as Exhibit 4.7.1(v) to the Registrant's Form 10-K for the fiscal year ended December 31, 2002, File No. 33-7591.)
*4.7.1(w)	–	Twenty-Second Supplemental Indenture, dated as of March 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2003 (FFB M-8) Note and Series 2003 (RUS M-8) Reimbursement Note. (Filed as Exhibit 4.7.1(w) to the Registrant's Form 10-Q for the quarterly period ended September 30, 2003, File No. 33-7591.)
*4.7.1(x)	–	Twenty-Third Supplemental Indenture, dated as of March 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2003 (FFB N-8) Note and Series 2003 (RUS N-8) Reimbursement Note. (Filed as Exhibit 4.7.1(x) to the Registrant's Form 10-Q for the quarterly period ended September 30, 2003, File No. 33-7591.)
*4.7.1(y)	–	Twenty-Fourth Supplemental Indenture, dated as of December 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2003A (Appling) Note. (Filed as Exhibit 4.7.1(y) to the Registrant's Form 10-K for the fiscal year ended December 31, 2003, File No. 33-7591.)
*4.7.1(z)	–	Twenty-Fifth Supplemental Indenture, dated as of December 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2003A (Burke) Note. (Filed as Exhibit 4.7.1(z) to the Registrant's Form 10-K for the fiscal year ended December 31, 2003, File No. 33-7591.)
*4.7.1(aa)	–	Twenty-Sixth Supplemental Indenture, dated as of December 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2003B (Burke) Note. (Filed as Exhibit 4.7.1(aa) to the Registrant's Form 10-K for the fiscal year ended December 31, 2003, File No. 33-7591.)
*4.7.1(bb)	–	Twenty-Seventh Supplemental Indenture, dated as of December 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2003A (Heard) Note. (Filed as Exhibit 4.7.1(bb) to the Registrant's Form 10-K for the fiscal year ended December 31, 2003, File No. 33-7591.)
*4.7.1(cc)	–	Twenty-Eighth Supplemental Indenture, dated as of December 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2003A (Monroe) Note. (Filed as Exhibit 4.7.1(cc) to the Registrant's Form 10-K for the fiscal year ended December 31, 2003, File No. 33-7591.)
*4.7.1(dd)	–	Twenty-Ninth Supplemental Indenture, dated as of December 1, 2004, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2004 (Burke) Note. (Filed as Exhibit 4.7(dd) to the Registrant's Form 10-K for the fiscal year ended December 31, 2004, File No. 33-7591.)
*4.7.1(ee)	–	Thirtieth Supplemental Indenture, dated as of December 1, 2004, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2004 (Monroe) Note. (Filed as Exhibit 4.7(ee) to the Registrant's Form 10-K for the fiscal year ended December 31, 2004, File No. 33-7591.)

94

*4.7.1(ff)	–	Thirty-First Supplemental Indenture, dated as of November 1, 2005, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2005 (Burke) Note. (Filed as Exhibit 4.7.1(ff) to the Registrant's Form 10-K for the fiscal year ended December 31, 2005, File No. 33-7591.)
*4.7.1(gg)	–	Thirty-Second Supplemental Indenture, dated as of November 1, 2005, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2005 (Monroe) Note. (Filed as Exhibit 4.7.1(gg) to the Registrant's Form 10-K for the fiscal year ended December 31, 2005, File No. 33-7591.)
*4.7.1(hh)	–	Thirty-Third Supplemental Indenture, dated as of May 1, 2006, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2006 (FFB P-8) Note and Series 2006 (RUS P-8) Reimbursement Note. (Filed as Exhibit 4.7.1(hh) to the Registrant's Form 10-Q for the quarterly period ended June 30, 2006, File No. 33-7591.)
4.7.1(ii)	–	Thirty-Fourth Supplemental Indenture, dated as of September 22, 2006, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Amendment of Section 9.9 of the Original Indenture.
4.7.1(jj)	–	Thirty-Fifth Supplemental Indenture, dated as of October 1, 2006, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the Oglethorpe Power Corporation First Mortgage Bonds, Series 2006.
4.7.1(kk)	–	Thirty-Sixth Supplemental Indenture, dated as of October 1, 2006, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the Series 2006A (Burke) Note, Series 2006B-1 (Burke) Note, Series 2006B-2 (Burke) Note, Series 2006B-3 (Burke) Note, Series 2006B-4 (Burke) Note and Series 2006A (Monroe) Note.
4.7.1(ll)	–	Thirty-Seventh Supplemental Indenture, dated as of October 1, 2006, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the Series 2006C-1 (Burke) Note, Series 2006C-2 (Burke) Note and Series 2006B (Monroe) Note.
*4.7.2	–	Security Agreement, dated as of March 1, 1997, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee. (Filed as Exhibit 4.8.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
4.8.1(1)	–	Loan Agreement, dated as of October 1, 1992, between Development Authority of Monroe County and Oglethorpe relating to Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1992A.
4.8.2(1)	–	Note, dated October 1, 1992, from Oglethorpe to Trust Company Bank, as trustee acting pursuant to a Trust Indenture, dated as of October 1, 1992, between Development Authority of Monroe County and Trust Company Bank relating to Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1992A.
4.8.3(1)	–	Trust Indenture, dated as of October 1, 1992, between Development Authority of Monroe County and Trust Company Bank, Trustee, relating to Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1992A.
4.9.1(1)	–	Loan Agreement, dated as of December 1, 1992, between Development Authority of Burke County and Oglethorpe relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A, and one other substantially identical (Swap Bonds) loan agreement.
4.9.2(1)	–	Note, dated December 1, 1992, from Oglethorpe to Trust Company Bank, as trustee acting pursuant to a Trust Indenture, dated as of December 1, 1992, between Development Authority of Burke County and Trust Company Bank, relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A, and one other substantially identical note.

95

4.9.3(1)	–	Trust Indenture, dated as of December 1, 1992, from Development Authority of Burke County to Trust Company Bank, as trustee, relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A, and one other substantially identical trust indenture.
4.9.4(1)	–	Interest Rate Swap Agreement, dated as of December 1, 1992, by and between Oglethorpe and AIG Financial Products Corp. relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A, and one other substantially identical agreement.
4.9.5(1)	–	Liquidity Guaranty Agreement, dated as of December 1, 1992, by and between Oglethorpe and AIG Financial Products Corp. relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A, and one other substantially identical agreement.
4.9.6(1)	–	Standby Bond Purchase Agreement, dated as of December 1, 1998, between Oglethorpe and Bayerische Landesbank Girozentrale, and amended by the First Amendment to Standby Bond Purchase Agreement, dated as of November 1, 2002, relating to Development Authority of Burke County Adjustable Tender Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A, and one other substantially identical agreement.
4.10.1(1)	–	Loan Agreement, dated as of October 1, 2002, between Development Authority of Burke County and Oglethorpe relating to Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2002A, and eight other substantially identical (Auction Rate Bonds) loan agreements.
4.10.2(1)	–	Note, dated October 23, 2002, from Oglethorpe to SunTrust Bank, as trustee pursuant to a Trust Indenture, dated as of October 1, 2002, between Development Authority of Burke County and SunTrust Bank relating to Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2002A, and eight other substantially identical notes.
4.10.3(1)	–	Trust Indenture, dated as of October 1, 2002, between Development Authority of Burke County and SunTrust Bank, as trustee, relating to Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2002A, and eight other substantially identical indentures.
4.11.1(1)	–	Lease Agreement, dated as of August 1, 2003, between Development Authority of Heard County and Oglethorpe relating to Development Authority of Heard County Taxable Industrial Development Revenue Bonds (Oglethorpe Power Corporation Project), Series 2003, and four other substantially identical (Industrial Development Revenue Bonds) lease agreements.
4.11.2(1)	–	Guaranty Agreement, dated as of August 1, 2003, between Oglethorpe and SunTrust Bank, as trustee pursuant to an Indenture of Trust, dated as of August 1, 2003, between Development Authority of Heard County and SunTrust Bank relating to Development Authority of Heard County Taxable Industrial Development Revenue Bonds (Oglethorpe Power Corporation Project), Series 2003, and four other substantially identical guaranties.
4.11.3(1)	–	Indenture of Trust, dated as of August 1, 2003, between Development Authority of Heard County and SunTrust Bank, as trustee, relating to Development Authority of Heard County Taxable Industrial Development Revenue Bonds (Oglethorpe Power Corporation Project), Series 2003, and four other substantially identical indentures.
4.12.1(1)	–	Loan Agreement, dated as of March 1, 1998, between Development Authority of Burke County and Oglethorpe relating to Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1998A, and twelve other substantially identical (Adustable Rate Bonds) loan agreements.

96

4.12.2(1)	–	Note, dated March 17, 1998, from Oglethorpe to SunTrust Bank, Atlanta, as trustee pursuant to a Trust Indenture, dated as of March 1, 1998, between Development Authority of Burke County and SunTrust Bank, Atlanta relating to Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1998A, and twelve other substantially identical notes.
4.12.3(1)	–	Trust Indenture, dated as of March 1, 1998, between Development Authority of Burke County and SunTrust Bank, Atlanta, as trustee, relating to Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1998A, and twelve other substantially identical indentures.
4.12.4(1)	–	Standby Bond Purchase Agreement, dated March 17, 1998, between Oglethorpe and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", acting through its New York Branch, as amended on May 16, 2000 and July 22, 2002, relating to Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1998A, and twelve other substantially identical standby liquidity agreements.
*4.13.1	–	Indemnity Agreement, dated as of March 1, 1997, by and between Oglethorpe and Georgia Transmission Corporation (An Electric Membership Corporation). (Filed as Exhibit 4.13.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*4.13.2	–	Indemnification Agreement, dated as of March 11, 1997, by Oglethorpe and Georgia Transmission Corporation (An Electric Membership Corporation) for the benefit of the United States of America. (Filed as Exhibit 4.13.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
4.14.1(1)	–	Master Loan Agreement, dated as of March 1, 1997, between Oglethorpe and CoBank, ACB, MLA No. 0459.
4.14.2(1)	–	Consolidating Supplement, dated as of March 1, 1997, between Oglethorpe and CoBank, ACB, relating to Loan No. ML0459T1.
4.14.3(1)	–	Promissory Note, dated March 1, 1997, in the original principal amount of $7,102,740.26, from Oglethorpe to CoBank, ACB, relating to Loan No. ML0459T1.
4.14.4(1)	–	Consolidating Supplement, dated as of March 1, 1997, between Oglethorpe and CoBank, ACB, relating to Loan No. ML0459T2.
4.14.5(1)	–	Promissory Note, dated March 1, 1997, in the original principal amount of $1,856,475.12, made by Oglethorpe to CoBank, ACB, relating to Loan No. ML0459T2.
*10.1.1(a)	–	Participation Agreement No. 2 among Oglethorpe as Lessee, Wilmington Trust Company as Owner Trustee, The First National Bank of Atlanta as Indenture Trustee, Columbia Bank for Cooperatives as Loan Participant and Ford Motor Credit Company as Owner Participant, dated December 30, 1985, together with a Schedule identifying three other substantially identical Participation Agreements. (Filed as Exhibit 10.1.1(b) to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.1.1(b)	–	Supplemental Participation Agreement No. 2. (Filed as Exhibit 10.1.1(a) to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.1.1(c)	–	Supplemental Participation Agreement No. 1, dated as of June 30, 1987, among Oglethorpe as Lessee, IBM Credit Financing Corporation as Owner Participant, Wilmington Trust Company and The Citizens and Southern National Bank as Owner Trustee, The First National Bank of Atlanta, as Indenture Trustee, and Columbia Bank for Cooperatives, as Loan Participant. (Filed as Exhibit 10.1.1(c) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.)

97

*10.1.1(d)	–	Second Supplemental Participation Agreement No. 2, dated as of December 17, 1997, among Oglethorpe as Lessee, DFO Partnership, as assignee of Ford Motor Credit Company, as Owner Participant, Wilmington Trust Company and NationsBank, N.A. as Owner Trustee, The Bank of New York Trust Company of Florida, N.A. as Indenture Trustee, CoBank, ACB as Loan Participant, OPC Scherer Funding Corporation, as Original Funding Corporation, OPC Scherer 1997 Funding Corporation A, as Funding Corporation, and SunTrust Bank, Atlanta, as Original Collateral Trust Trustee and Collateral Trust Trustee, with a Schedule identifying three substantially identical Second Supplemental Participation Agreements and any material differences. (Filed as Exhibit 10.1.1(d) to Registrant's Form S-4 Registration Statement, File No. 333-4275.)
*10.1.2	–	General Warranty Deed and Bill of Sale No. 2 between Oglethorpe, Grantor, and Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, Grantee, together with a Schedule identifying three substantially identical General Warranty Deeds and Bills of Sale. (Filed as Exhibit 10.1.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.1.3(a)	–	Supporting Assets Lease No. 2, dated December 30, 1985, between Oglethorpe, Lessor, and Wilmington Trust Company and William J. Wade, as Owner Trustees, under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, Lessee, together with a Schedule identifying three substantially identical Supporting Assets Leases. (Filed as Exhibit 10.1.3 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.1.3(b)	–	First Amendment to Supporting Assets Lease No. 2, dated as of November 19, 1987, together with a Schedule identifying three substantially identical First Amendments to Supporting Assets Leases. (Filed as Exhibit 10.1.3(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.)
*10.1.3(c)	–	Second Amendment to Supporting Assets Lease No. 2, dated as of October 3, 1989, together with a Schedule identifying three substantially identical Second Amendments to Supporting Assets Leases. (Filed as Exhibit 10.1.3(c) to the Registrant's Form 10-Q for the quarterly period ended March 31, 1998, File No. 33-7591.)
*10.1.4(a)	–	Supporting Assets Sublease No. 2, dated December 30, 1985, between Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2 dated December 30, 1985, with Ford Motor Credit Company, Sublessor, and Oglethorpe, Sublessee, together with a Schedule identifying three substantially identical Supporting Assets Subleases. (Filed as Exhibit 10.1.4 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.1.4(b)	–	First Amendment to Supporting Assets Sublease No. 2, dated as of November 19, 1987, together with a Schedule identifying three substantially identical First Amendments to Supporting Assets Subleases. (Filed as Exhibit 10.1.4(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.)
*10.1.4(c)	–	Second Amendment to Supporting Assets Sublease No. 2, dated as of October 3, 1989, together with a Schedule identifying three substantially identical Second Amendments to Supporting Assets Subleases. (Filed as Exhibit 10.1.4(c) to the Registrant's Form 10-Q for the quarterly period ended March 31, 1998, File No. 33-7591.)
*10.1.5(a)	–	Tax Indemnification Agreement No. 2, dated December 30, 1985, between Ford Motor Credit Company, Owner Participant, and Oglethorpe, Lessee, together with a Schedule identifying three substantially identical Tax Indemnification Agreements. (Filed as Exhibit 10.1.5 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)

98

*10.1.5(b)	–	Amendment No. 1 to the Tax Indemnification Agreement No. 2, dated December 17, 1997, between DFO Partnership, as assignee of Ford Motor Credit Company, as Owner Participant, and Oglethorpe, as Lessee, with a Schedule identifying three substantially identical Amendments No. 1 to the Tax Indemnification Agreements and any material differences. (Filed as Exhibit 10.1.5(b) to the Registrant's Form S-4 Registration Statement, File No. 333-42759.)
*10.1.6	–	Assignment of Interest in Ownership Agreement and Operating Agreement No. 2, dated December 30, 1985, between Oglethorpe, Assignor, and Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, Assignee, together with Schedule identifying three substantially identical Assignments of Interest in Ownership Agreement and Operating Agreement. (Filed as Exhibit 10.1.6 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.1.7(a)	–	Consent, Amendment and Assumption No. 2 dated December 30, 1985, among Georgia Power Company and Oglethorpe and Municipal Electric Authority of Georgia and City of Dalton, Georgia and Gulf Power Company and Wilmington Trust Company and William J. Wade, as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, together with a Schedule identifying three substantially identical Consents, Amendments and Assumptions. (Filed as Exhibit 10.1.9 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.1.7(b)	–	Amendment to Consent, Amendment and Assumption No. 2, dated as of August 16, 1993, among Oglethorpe, Georgia Power Company, Municipal Electric Authority of Georgia, City of Dalton, Georgia, Gulf Power Company, Jacksonville Electric Authority, Florida Power & Light Company and Wilmington Trust Company and NationsBank of Georgia, N.A., as Owner Trustees under Trust Agreement No. 2, dated December 30, 1985, with Ford Motor Credit Company, together with a Schedule identifying three substantially identical Amendments to Consents, Amendments and Assumptions. (Filed as Exhibit 10.1.9(a) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.)
*10.2.1	–	Section 168 Agreement and Election dated as of April 7, 1982, between Continental Telephone Corporation and Oglethorpe. (Filed as Exhibit 10.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.2.2	–	Section 168 Agreement and Election dated as of April 9, 1982, between Rollins, Inc. and Oglethorpe. (Filed as Exhibit 10.4 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.3.1(a)	–	Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of May 15, 1980. (Filed as Exhibit 10.6.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.3.1(b)	–	Amendment to Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of December 30, 1985. (Filed as Exhibit 10.1.8 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.3.1(c)	–	Amendment Number Two to the Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of July 1, 1986. (Filed as Exhibit 10.6.1(a) to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, File No. 33-7591.)

99

*10.3.1(d)	–	Amendment Number Three to the Plant Robert W. Scherer Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of August 1, 1988. (Filed as Exhibit 10.6.1(b) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.)
*10.3.1(e)	–	Amendment Number Four to the Plant Robert W. Scherer Units Number One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of December 31, 1990. (Filed as Exhibit 10.6.1(c) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.)
*10.3.2(a)	–	Plant Robert W. Scherer Units Numbers One and Two Operating Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of May 15, 1980. (Filed as Exhibit 10.6.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.3.2(b)	–	Amendment to Plant Robert W. Scherer Units Numbers One and Two Operating Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of December 30, 1985. (Filed as Exhibit 10.1.7 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.3.2(c)	–	Amendment Number Two to the Plant Robert W. Scherer Units Numbers One and Two Operating Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of December 31, 1990. (Filed as Exhibit 10.6.2(a) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.)
*10.3.3	–	Plant Scherer Managing Board Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia, City of Dalton, Georgia, Gulf Power Company, Florida Power & Light Company and Jacksonville Electric Authority, dated as of December 31, 1990. (Filed as Exhibit 10.6.3 to the Registrant's Form 10-Q for the quarterly period ended September 30, 1993, File No. 33-7591.)
*10.4.1(a)	–	Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of August 27, 1976. (Filed as Exhibit 10.7.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.4.1(b)	–	Amendment Number One, dated January 18, 1977, to the Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia. (Filed as Exhibit 10.7.3 to the Registrant's Form 10-K for the fiscal year ended December 31, 1986, File No. 33-7591.)
*10.4.1(c)	–	Amendment Number Two, dated February 24, 1977, to the Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase and Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia. (Filed as Exhibit 10.7.4 to the Registrant's Form 10-K for the fiscal year ended December 31, 1986, File No. 33-7591.)
*10.4.2	–	Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of April 21, 2006. (Filed as Exhibit 10.4.4 to the Registrant's Form 8-K, filed April 27, 2006, File No. 33-7591.)
*10.4.3	–	Plant Alvin W. Vogtle Nuclear Units Amended and Restated Operating Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia, dated as of April 21, 2006. (Filed as Exhibit 10.4.3 to the Registrant's Form 8-K, filed April 27, 2006, File No. 33-7591.)

100

*10.5.1	–	Plant Hal Wansley Purchase and Ownership Participation Agreement between Georgia Power Company and Oglethorpe, dated as of March 26, 1976. (Filed as Exhibit 10.8.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.5.2(a)	–	Plant Hal Wansley Operating Agreement between Georgia Power Company and Oglethorpe, dated as of March 26, 1976. (Filed as Exhibit 10.8.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.5.2(b)	–	Amendment, dated as of January 15, 1995, to the Plant Hal Wansley Operating Agreements by and among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia. (Filed as Exhibit 10.5.2(a) to the Registrant's Form 10-Q for the quarterly period ended September 30, 1996, File No. 33-7591.)
*10.5.3	–	Plant Hal Wansley Combustion Turbine Agreement between Georgia Power Company and Oglethorpe, dated as of August 2, 1982 and Amendment No. 1, dated October 20, 1982. (Filed as Exhibit 10.18 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.6.1	–	Edwin I. Hatch Nuclear Plant Purchase and Ownership Participation Agreement between Georgia Power Company and Oglethorpe, dated as of January 6, 1975. (Filed as Exhibit 10.9.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.6.2	–	Edwin I. Hatch Nuclear Plant Operating Agreement between Georgia Power Company and Oglethorpe, dated as of January 6, 1975. (Filed as Exhibit 10.9.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.7.1	–	Rocky Mountain Pumped Storage Hydroelectric Project Ownership Participation Agreement, dated as of November 18, 1988, by and between Oglethorpe and Georgia Power Company. (Filed as Exhibit 10.22.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1988, File No. 33-7591.)
*10.7.2	–	Rocky Mountain Pumped Storage Hydroelectric Project Operating Agreement, dated as of November 18, 1988, by and between Oglethorpe and Georgia Power Company. (Filed as Exhibit 10.22.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1988, File No. 33-7591.)
*10.8.1	–	Amended and Restated Wholesale Power Contract, dated as of January 1, 2003, between Oglethorpe and Altamaha Electric Membership Corporation, together with a schedule identifying 38 other substantially identical Amended and Restated Wholesale Power Contracts. (Filed as Exhibit 10.31.1 to the Registrant's Form 10-Q for the quarterly period ended June 30, 2003, File No. 33-7591.)
*10.8.2	–	First Amendment to Amended and Restated Wholesale Power Contract, dated as of June 1, 2005, between Oglethorpe and Altamaha Electric Membership Corporation, together with a schedule identifying 37 other substantially identical First Amendments. (Filed as Exhibit 10.8.2 to the Registrant's Form 10-Q for the quarterly period ended June 30, 2005, File No. 33-7591.)
*10.8.3	–	Amended and Restated Supplemental Agreement, dated as of January 1, 2003, by and among Oglethorpe, Altamaha Electric Membership Corporation and the United States of America, together with a schedule identifying 38 other substantially identical Amended and Restated Supplemental Agreements. (Filed as Exhibit 10.31.2 to the Registrant's Form 10-Q for the quarterly period ended June 30, 2003, File No. 33-7591.)
*10.8.4	–	Supplemental Agreement to the Amended and Restated Wholesale Power Contract, dated as of January 1, 1997, by and among Georgia Power Company, Oglethorpe and Altamaha Electric Membership Corporation, together with a Schedule identifying 38 other substantially identical Supplemental Agreements. (Filed as Exhibit 10.8.3 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

101

*10.8.5	–	Supplemental Agreement to the Amended and Restated Wholesale Power Contract, dated as of March 1, 1997, by and between Oglethorpe and Altamaha Electric Membership Corporation, together with a Schedule identifying 36 other substantially identical Supplemental Agreements, and an additional Supplemental Agreement that is not substantially identical. (Filed as Exhibit 10.8.4 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.8.6	–	Supplemental Agreement to the Amended and Restated Wholesale Power Contract, dated as of March 1, 1997, by and between Oglethorpe and Coweta-Fayette Electric Membership Corporation, together with a Schedule identifying 1 other substantially identical Supplemental Agreement. (Filed as Exhibit 10.8.5 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.8.7	–	Supplemental Agreement to the Amended and Restated Wholesale Power Contract, dated as of May 1, 1997 by and between Oglethorpe and Altamaha Electric Membership Corporation, together with a Schedule identifying 38 other substantially identical Supplemental Agreements. (Filed as Exhibit 10.8.6 to the Registrant's Form 10-Q for the quarterly period ended June 30, 1997, File No. 33-7591.)
*10.9(a)	–	Joint Committee Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and the City of Dalton, Georgia, dated as of August 27, 1976. (Filed as Exhibit 10.14(b) to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.9(b)	–	First Amendment to Joint Committee Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and the City of Dalton, Georgia, dated as of June 19, 1978. (Filed as Exhibit 10.14(a) to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.10	–	Letter of Commitment (Firm Power Sale) Under Service Schedule J–Negotiated Interchange Service between Alabama Electric Cooperative, Inc. and Oglethorpe, dated March 31, 1994. (Filed as Exhibit 10.11(b) to the Registrant's Form 10-Q for the quarter ended June 30, 1994, File No. 33-7591.)
*10.11.1	–	Assignment of Power System Agreement and Settlement Agreement, dated January 8, 1975, by Georgia Electric Membership Corporation to Oglethorpe. (Filed as Exhibit 10.20.1 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.11.2	–	Power System Agreement, dated April 24, 1974, by and between Georgia Electric Membership Corporation and Georgia Power Company. (Filed as Exhibit 10.20.2 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.11.3	–	Settlement Agreement, dated April 24, 1974, by and between Georgia Power Company, Georgia Municipal Association, Inc., City of Dalton, Georgia Electric Membership Corporation and Crisp County Power Commission. (Filed as Exhibit 10.20.3 to the Registrant's Form S-1 Registration Statement, File No. 33-7591.)
*10.12	–	ITSA, Power Sale and Coordination Umbrella Agreement between Oglethorpe and Georgia Power Company, dated as of November 12, 1990. (Filed as Exhibit 10.28 to the Registrant's Form 8-K, filed January 4, 1991, File No. 33-7591.)
*10.13	–	Second Amended and Restated Nuclear Managing Board Agreement among Georgia Power Company, Oglethorpe, Municipal Electric Authority of Georgia and City of Dalton, Georgia dated as of April 21, 2006. (Filed as Exhibit 10.13(b) to the Registrant's Form 8-K, filed April 27, 2006, File No. 33-7591.)
*10.14	–	Supplemental Agreement by and among Oglethorpe, Tri-County Electric Membership Corporation and Georgia Power Company, dated as of November 12, 1990, together with a Schedule identifying 38 other substantially identical Supplemental Agreements. (Filed as Exhibit 10.30 to the Registrant's Form 8-K, filed January 4, 1991, File No. 33-7591.)

102

*10.15	–	Power Purchase Agreement between Oglethorpe and Hartwell Energy Limited Partnership, dated as of June 12, 1992. (Filed as Exhibit 10.35 to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, File No. 33-7591).
*10.16.1	–	Participation Agreement (P1), dated as of December 30, 1996, among Oglethorpe, Rocky Mountain Leasing Corporation, Fleet National Bank, as Owner Trustee, SunTrust Bank, Atlanta, as Co-Trustee, the Owner Participant named therein and Utrecht-America Finance Co., as Lender, together with a Schedule identifying five other substantially identical Participation Agreements. (Filed as Exhibit 10.32.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.2	–	Rocky Mountain Head Lease Agreement (P1), dated as of December 30, 1996, between Oglethorpe and SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially identical Rocky Mountain Head Lease Agreements. (Filed as Exhibit 10.32.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.3	–	Ground Lease Agreement (P1), dated as of December 30, 1996, between Oglethorpe and SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially identical Ground Lease Agreements. (Filed as Exhibit 10.32.3 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.4	–	Rocky Mountain Agreements Assignment and Assumption Agreement (P1), dated as of December 30, 1996, between Oglethorpe and SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially identical Rocky Mountain Agreements Assignment and Assumption Agreements. (Filed as Exhibit 10.32.4 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.5	–	Facility Lease Agreement (P1), dated as of December 30, 1996, between SunTrust Bank, Atlanta, as Co-Trustee and Rocky Mountain Leasing Corporation, together with a Schedule identifying five other substantially identical Facility Lease Agreements. (Filed as Exhibit 10.32.5 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.6	–	Ground Sublease Agreement (P1), dated as of December 30, 1996, between SunTrust Bank, Atlanta, as Co-Trustee and Rocky Mountain Leasing Corporation, together with a Schedule identifying five other substantially identical Ground Sublease Agreements. (Filed as Exhibit 10.32.6 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.7	–	Rocky Mountain Agreements Re-assignment and Assumption Agreement (P1), dated as of December 30, 1996, between SunTrust Bank, Atlanta, as Co-Trustee and Rocky Mountain Leasing Corporation, together with a Schedule identifying five other substantially identical Rocky Mountain Agreements Re-assignment and Assumption Agreements. (Filed as Exhibit 10.32.7 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.8	–	Facility Sublease Agreement (P1), dated as of December 30, 1996, between Oglethorpe and Rocky Mountain Leasing Corporation, together with a Schedule identifying five other substantially identical Facility Sublease Agreements. (Filed as Exhibit 10.32.8 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.9	–	Ground Sub-sublease Agreement (P1), dated as of December 30, 1996, between Rocky Mountain Leasing Corporation and Oglethorpe, together with a Schedule identifying five other substantially identical Ground Sub-sublease Agreements. (Filed as Exhibit 10.32.9 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

103

*10.16.10	–	Rocky Mountain Agreements Second Re-assignment and Assumption Agreement (P1), dated as of December 30, 1996, between Rocky Mountain Leasing Corporation and Oglethorpe, together with a Schedule identifying five other substantially identical Rocky Mountain Agreements Second Re-assignment and Assumption Agreements. (Filed as Exhibit 10.32.10 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.11	–	Payment Undertaking Agreement (P1), dated as of December 30, 1996, between Rocky Mountain Leasing Corporation and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch, as the Bank, together with a Schedule identifying five other substantially identical Payment Undertaking Agreements. (Filed as Exhibit 10.32.11 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.12	–	Payment Undertaking Pledge Agreement (P1), dated as of December 30, 1996, between Rocky Mountain Leasing Corporation, Fleet National Bank, as Owner Trustee, and SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially identical Payment Undertaking Pledge Agreements. (Filed as Exhibit 10.32.12 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.13	–	Equity Funding Agreement (P1), dated as of December 30, 1996, between Rocky Mountain Leasing Corporation, AIG Match Funding Corp., the Owner Participant named therein, Fleet National Bank, as Owner Trustee, and SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially identical Equity Funding Agreements. (Filed as Exhibit 10.32.13 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.14	–	Equity Funding Pledge Agreement (P1), dated as of December 30, 1996, between Rocky Mountain Leasing Corporation and SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially identical Equity Funding Pledge Agreements. (Filed as Exhibit 10.32.14 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.15	–	Deed to Secure Debt, Assignment of Surety Bond and Security Agreement (P1), dated as of December 30, 1996, between Rocky Mountain Leasing Corporation, SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially identical Collateral Assignment, Assignment of Surety Bond and Security Agreements. (Filed as Exhibit 10.32.15 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.16	–	Subordinated Deed to Secure Debt and Security Agreement (P1), dated as of December 30, 1996, among Oglethorpe, AMBAC Indemnity Corporation and SunTrust Bank, Atlanta, as Co-Trustee, together with a Schedule identifying five other substantially identical Subordinated Deed to Secure Debt and Security Agreements. (Filed as Exhibit 10.32.16 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.17	–	Tax Indemnification Agreement (P1), dated as of December 30, 1996, between Oglethorpe and the Owner Participant named therein, together with a Schedule identifying five other substantially identical Tax Indemnification Agreements. (Filed as Exhibit 10.32.17 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.18	–	Consent No. 1, dated as of December 30, 1996, among Georgia Power Company, Oglethorpe, SunTrust Bank, Atlanta, as Co-Trustee, and Fleet National Bank, as Owner Trustee, together with a Schedule identifying five other substantially identical Consents. (Filed as Exhibit 10.32.18 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)

104

*10.16.19(a)	–	OPC Intercreditor and Security Agreement No. 1, dated as of December 30, 1996, among the United States of America, acting through the Administrator of the Rural Utilities Service, SunTrust Bank, Atlanta, Oglethorpe, Rocky Mountain Leasing Corporation, SunTrust Bank, Atlanta, as Co-Trustee, Fleet National Bank, as Owner Trustee, Utrecht-America Finance Co., as Lender and AMBAC Indemnity Corporation, together with a Schedule identifying five other substantially identical Intercreditor and Security Agreements. (Filed as Exhibit 10.32.19 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.16.19(b)	–	Supplement to OPC Intercreditor and Security Agreement No. 1, dated as of March 1, 1997, among the United States of America, acting through the Administrator of the Rural Utilities Service, SunTrust Bank, Atlanta, Oglethorpe, Rocky Mountain Leasing Corporation, SunTrust Bank, Atlanta, as Co-Trustee, Fleet National Bank, as Owner Trustee, Utrecht-America Finance Co., as Lender and AMBAC Indemnity Corporation, together with a Schedule identifying five other substantially identical Supplements to OPC Intercreditor and Security Agreements. (Filed as Exhibit 10.32.19(b) to the Registrant's Form S-4 Registration Statement, File No. 333-42759.)
*10.17.1(a)	–	Member Transmission Service Agreement, dated as of March 1, 1997, by and between Oglethorpe and Georgia Transmission Corporation (An Electric Membership Corporation). (Filed as Exhibit 10.33.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.17.1(b)	–	Agreement to Extend the Term of the Member Transmission Service Agreement, dated as of August 2, 2006, by and between Oglethorpe and Georgia Transmission Corporation (An Electric Membership Corporation). (Filed as Exhibit 10.17.1(b) to the Registrant's Form 10-Q for the quarterly period ended June 30, 2006, File No. 33-7591.)
*10.17.2	–	Generation Services Agreement, dated as of March 1, 1997, by and between Oglethorpe and Georgia System Operations Corporation. (Filed as Exhibit 10.33.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.17.3	–	Operation Services Agreement, dated as of March 1, 1997, by and between Oglethorpe and Georgia System Operations Corporation. (Filed as Exhibit 10.33.3 to the Registrant's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.)
*10.18	–	Long Term Transaction Service Agreement Under Southern Companies' Federal Energy Regulatory Commission Electric Tariff Volume No. 4 Market-Based Rate Tariff, between Georgia Power Company and Oglethorpe, dated as of February 26, 1999. (Filed as Exhibit 10.27 to the Registrant's Form 10-Q for the quarterly period ended March 31, 1999, File No. 33-7591.)
10.19(3)	–	Employment Agreement, dated as of January 1, 2007, between Oglethorpe and Thomas A. Smith.
10.20(3)	–	Employment Agreement, dated January 1, 2007, between Oglethorpe and Michael W. Price.
10.21(3)	–	Employment Agreement, dated as of January 1, 2007, between Oglethorpe and Elizabeth Bush Higgins.
10.22(3)	–	Employment Agreement, dated as of January 1, 2007, between Oglethorpe and Jami G. Reusch.
10.23(3)	–	Employment Agreement, dated as of January 1, 2007, between Oglethorpe and William F. Ussery.
10.24(3)	–	Employment Agreement, dated as of January 1, 2007, between Oglethorpe and William Clay Robbins.
*10.25	–	Oglethorpe Power Corporation Executive Supplemental Retirement Plan, dated March 15, 2002. (Filed as Exhibit 10.29 to the Registrant's Form 10-Q for the quarterly period ended March 31, 2002, File No. 33-7591.)

105

*10.26	–	Participation Agreement for the Oglethorpe Power Corporation Executive Supplemental Retirement Plan, dated as of March 15, 2002, between Oglethorpe and Thomas A. Smith. (Filed as Exhibit 10.30 to the Registrant's Form 10-Q for the quarterly period ended March 31, 2002, File No. 33-7591.)
*10.27	–	Withdrawal Agreement, dated as of October 1, 2004, among Flint Electric Membership Corporation, Cobb Electric Membership Corporation and Oglethorpe. (Filed as Exhibit 10.31 to the Registrant's Form 8-K, filed October 7, 2004, File No. 33-7591.)
*14.1	–	Code of Ethics, dated November 11, 2003. (Filed as Exhibit 14.1 to the Registrant's Form 10-K for the fiscal year ended December 31, 2003, File No. 33-7591.)
21.1	–	Rocky Mountain Leasing Corporation, a Delaware corporation.
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 (filed as Exhibit 99.1 to the Registrant's Form 10-Q for the quarterly period ended June 30, 2006, File No. 33-7591.)

(1)

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

(2)

Certain portions of this document have been omitted as confidential and filed separately with the Commission.

(3)

Indicates a management contract or compensatory arrangement required to be filed as an exhibit to this Report.

106

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of March, 2007.

OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
By:	/s/  THOMAS A. SMITHTHOMAS A. SMITH President and Chief Executive Officer

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  THOMAS A. SMITHTHOMAS A. SMITH	President and Chief Executive Officer (Principal Executive Officer)	March 27, 2007
/s/  ELIZABETH B. HIGGINSELIZABETH B. HIGGINS	Chief Financial Officer (Principal Financial Officer)	March 27, 2007
/s/  MARK CHESLAMARK CHESLA	Vice President,Controller (Chief Accounting Officer)	March 27, 2007
/s/  C. HILL BENTLEYC. HILL BENTLEY	Director	March 27, 2007
/s/  LARRY N. CHADWICKLARRY N. CHADWICK	Director	March 27, 2007
/s/  BENNY W. DENHAMBENNY W. DENHAM	Director	March 27, 2007
/s/  WM. RONALD DUFFEYWM. RONALD DUFFEY	Director	March 27, 2007
/s/  M. ANTHONY HAMM. ANTHONY HAM	Director	March 27, 2007

107

/s/  GARY A. MILLERGARY A. MILLER	Director	March 27, 2007
/s/  MARSHALL MILLWOODMARSHALL MILLWOOD	Director	March 27, 2007
/s/  JEFFREY W. MURPHYJEFFREY W. MURPHY	Director	March 27, 2007
/s/  J. SAM L. RABUNJ. SAM L. RABUN	Director	March 27, 2007
/s/  JOHN S. RANSONJOHN S. RANSON	Director	March 27, 2007
/s/  ROBERT E. RENTFROWROBERT E. RENTFROW	Director	March 27, 2007
/s/  H. B. WILEY, JR.H. B. WILEY, JR.	Director	March 27, 2007
/s/  GARY W. WYATTGARY W. WYATT	Director	March 27, 2007

108

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

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

109

(This page intentionally left blank)

110

QuickLinks

OGLETHORPE POWER CORPORATION 2006 FORM 10-K ANNUAL REPORT Table of Contents
SELECTED DEFINITIONS
PART I
OGLETHORPE POWER CORPORATION
OGLETHORPE'S POWER SUPPLY RESOURCES
THE MEMBERS AND THEIR POWER SUPPLY RESOURCES
ENVIRONMENTAL AND OTHER REGULATION
PART II
Index To Financial Statements
STATEMENTS OF REVENUES AND EXPENSES For the years ended December 31, 2006, 2005 and 2004
BALANCE SHEETS December 31, 2006 and 2005
STATEMENTS OF CAPITALIZATION December 31, 2006 and 2005
STATEMENTS OF CASH FLOWS For the years ended December 31, 2006, 2005 and 2004
STATEMENTS OF PATRONAGE CAPITAL AND MEMBERSHIP FEES AND ACCUMULATED OTHER COMPREHENSIVE MARGIN For the years ended December 31, 2006, 2005 and 2004
NOTES TO FINANCIAL STATEMENTS For the years ended December 31, 2006, 2005 and 2004
PART III
PART IV
SIGNATURES

EX-4.7.1(II)

EX-4.7.1(JJ)

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 4.7.1(jj)

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

THIRTY-FIFTH SUPPLEMENTAL
INDENTURE

Relating to the
Oglethorpe Power Corporation First Mortgage Bonds, Series 2006

Dated as of October 1, 2006

FIRST MORTGAGE OBLIGATIONS

NOTE TO THE CLERK OF THE SUPERIOR COURT AND TAX COMMISSIONER: BECAUSE THIS INSTRUMENT SECURES BONDS AND NOT A LONG TERM NOTE, THIS INSTRUMENT IS EXEMPT FROM THE INTANGIBLES RECORDING TAX PURSUANT TO GEORGIA ADMINISTRATIVE CODE §560-11-8-.14(d).

THIS THIRTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2006, 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 (hereinafter called the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor to SunTrust Bank, 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 (hereinafter called 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;

WHEREAS, the Company has heretofore executed and delivered to the Trustee thirty-four Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, being herein sometimes called the "Indenture"), and the Original Indenture and the thirty-four Supplemental Indentures have been recorded as set forth on Schedule 1;

WHEREAS, the Board of Directors of the Company has established a new series of Additional Obligations to be designated the First Mortgage Bonds, Series 2006, due January 1, 2035 in the principal amount of Three Hundred Million Dollars ($300,000,000) (the "Series 2006 Bonds") and the Company has complied or will comply with all provisions required to issue Additional Obligations provided for in the Original Indenture;

WHEREAS, the Company desires to execute and deliver this Thirty-Fifth Supplemental Indenture, in accordance with the provisions of the Original Indenture, for the purpose of providing for the creation and designation of the Series 2006 Bonds as Additional Obligations and specifying the form and provisions thereof (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, being herein sometimes called the "Indenture");

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 additional series of Obligations under the Indenture and to make provisions for such additional series of 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 (and premium, if any) and interest on the Series 2006 Bonds, to make the Series 2006 Bonds 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 Series 2006 Bonds, in accordance with its terms, have been done and taken; and the execution and delivery of this Thirty-Fifth Supplemental Indenture has been in all respects duly authorized by the Company;

NOW, THEREFORE, THIS THIRTY-FIFTH SUPPLEMENTAL INDENTURE WITNESSES, that, to secure the payment of the principal of (and premium, if any) and interest on the Outstanding Secured Obligations, including, when authenticated and delivered, the Series 2006 Bonds, 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 Series 2006 Bonds 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, 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 "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

2

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 THIRTY-FIFTH 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 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 Series 2006 Bonds 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

DEFINITIONS

Section 1.1    Definitions.

        All words and phrases defined in Article I of the Original Indenture shall have the same meaning in this Thirty-Fifth Supplemental Indenture, except as otherwise appears herein, in this Article I or unless the context clearly requires otherwise. In addition, the following terms have the following meaning in this Thirty-Fifth Supplemental Indenture unless the context clearly requires otherwise.

        "Closing Date" means October 12, 2006.

        "Interest Payment Date" means January 1 and July 1 of each year, commencing on January 1, 2007.

        "Record Date" means the 15th day (whether or not a Business Day) of the calendar month immediately preceding an Interest Payment Date.

        "Securities Depository" means The Depository Trust Company and its successors and assigns or any other securities depository selected by the Company which agrees to follow the procedures required to be followed by such securities depository in connection with the Series 2006 Bonds.

ARTICLE II

THE SERIES 2006 BONDS AND
CERTAIN PROVISIONS RELATING THERETO

Section 2.1    Terms of the Series 2006 Bonds.

        There shall be established a series of Additional Obligations known as and entitled the "First Mortgage Bonds, Series 2006" (hereinafter referred to as the "Series 2006 Bonds").

        The aggregate principal amount of the Series 2006 Bonds which may be authenticated and delivered and Outstanding at any one time is limited to Three Hundred Million Dollars ($300,000,000). The Series 2006 Bonds shall consist of $300,000,000 principal amount of Bonds, due January 1, 2035.

3

        The Series 2006 Bonds shall bear interest from their date of issuance, payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2007, at the rate of 5.534%. The principal and the Redemption Price of, and interest on, the Series 2006 Bonds shall be paid to the Person in whose name that Obligation (or one or more Predecessor Obligations) is registered at the close of business on the Record Date applicable to such Interest Payment Date or Redemption Date. Interest on the Series 2006 Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2006 Bonds shall be dated the date of authentication.

        The Series 2006 Bonds shall be issued as fully registered bonds without coupons and in denominations of $100,000 or any integral multiple thereof. The Series 2006 Bonds shall be registered in the name of Cede & Co., as nominee of the Securities Depository, pursuant to the Securities Depository's Book-Entry System. Purchases of beneficial interests in the Series 2006 Bonds shall be made in book-entry form, without certificates. If at any time the Book-Entry System is discontinued for the Series 2006 Bonds, the Series 2006 Bonds shall be exchangeable for other fully registered certificated Series 2006 Bonds of the same series in any authorized denominations, maturity and interest rate. The Trustee may impose a charge sufficient to reimburse the Company or the Trustee for any tax, fee or other governmental charge required to be paid with respect to such exchange or any transfer of a Series 2006 Bond. The cost, if any, of preparing each new Series 2006 Bond issued upon such exchange or transfer, and any other expenses of the Company or the Trustee incurred in connection therewith, shall be paid by the person requesting such exchange or transfer.

        Interest on the Series 2006 Bonds shall be payable by check mailed to the registered owners thereof. However, interest on the Series 2006 Bonds shall be paid to any owner of $1,000,000 or more in aggregate principal amount of the Series 2006 Bonds by wire transfer to a wire transfer address within the continental United States upon the written request of such owner received by the Trustee not less than five days prior to the Record Date. As long as the Series 2006 Bonds are registered in the name of Cede & Co., as nominee of the Securities Depository, such payments shall be made directly to the Securities Depository.

Section 2.2    Sinking Fund Redemption.

(a)   The Series 2006 Bonds will be redeemed, on a pro rata basis in multiples of $100,000, through the operation of a mandatory sinking fund, commencing on January 1, 2031, and continuing on January 1 in each year afterwards to, and including, January 1, 2034, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Series 2006 Bonds being redeemed at the Holder's registered address, except as otherwise required by the procedures of the Securities Depository. The sinking fund redemption price will be equal to 100% of the principal amount of the Series 2006 Bonds being redeemed plus accrued interest to the Redemption Date, including interest due on an Interest Payment Date that is on, or prior to, the Redemption Date. The principal amount of the Series 2006 Bonds being redeemed and the Redemption Dates, as well as the principal amount payable on the maturity date, are set forth below.

Date	Amount
January 1, 2031	$	60,000,000
January 1, 2032	$	60,000,000
January 1, 2033	$	60,000,000
January 1, 2034	$	60,000,000
January 1, 2035(1)	$	60,000,000

(1)

The final maturity date of the Series 2006 Bonds.

(b)   The Series 2006 Bonds that the Company acquires and surrenders for cancellation or redeems (other than by means of sinking fund redemptions) will be credited against future sinking fund

4

payments for such Bonds and the principal payment to be made on the maturity date of such Series 2006 Bonds, in proportion to the respective amounts of those sinking fund and principal payments, subject to authorized denominations.

Section 2.3    Make Whole Redemption.

(a)   The Company may redeem the Series 2006 Bonds, in whole or in part, on any date prior to their stated maturity, at its option. The Company must give at least 30 days, but not more than 60 days, prior notice of redemption mailed to the registered address of each Holder of Bonds being redeemed except as otherwise required by the procedures of the Securities Depository. The Redemption Price for the Bonds will be equal to the greater of:

•

100% of the principal amount of the Series 2006 Bonds being redeemed plus interest accrued through the Redemption Date but not yet due and payable; and



•

the sum of the present values of the remaining principal and interest payments on the Series 2006 Bonds being redeemed, discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of (1) the yield to maturity of the U.S. Treasury security having a life equal to the remaining average life of the maturity of Series 2006 Bonds being redeemed and trading in the secondary market at the price closest to par, and (2) 12.5 basis points;

plus, in either case, interest due and payable but unpaid on the Series 2006 Bonds being redeemed.

(b)   If there is no U.S. Treasury security having a life equal to the remaining average life of the Series 2006 Bonds being redeemed, the discount rate will be calculated using a yield to maturity determined on a straight-line basis (rounding to the nearest calendar month, if necessary) from the average yield to maturity of two U.S. Treasury securities having lives most closely corresponding to the remaining average life of the Series 2006 Bonds being redeemed and trading in the secondary market at the price closest to par.

(c)   If less than all of the Outstanding Series 2006 Bonds are to be redeemed, the Series 2006 Bonds to be redeemed will be selected by the Trustee in any method it deems fair and appropriate and the portion of the Bonds not so redeemed will be in multiples of $100,000.

(d)   If the Company gives notice of the optional redemption of the Series 2006 Bonds but the Trustee does not have enough designated funds on deposit to pay the full Redemption Price of the Series 2006 Bonds to be redeemed, those Bonds will remain Outstanding as though no redemption notice had been given. The failure of the Trustee to have sufficient designated funds to effect the redemption will not constitute a payment or other default by the Company under the Indenture and the Company will not be liable to any Holder of those Series 2006 Bonds as a result of the failed redemption. If the Trustee has enough designated funds on deposit to effect a redemption at the time the Company gives notice of the redemption, then the Company is obligated to redeem the Series 2006 Bonds as provided in that notice.

        Section 2.4    Form Of The Series 2006 Bonds.    The Series 2006 Bonds and the Trustee's authentication certificate to be executed on the Series 2006 Bonds shall be substantially in the form of Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

        Section 2.5    Use Of Proceeds.    The Company expects the proceeds of this offering of the Series 2006 Bonds, net of underwriting discounts and offering expenses, including the premium to FGIC (as defined below) to be approximately $293,765,229.46. The Company will use the net proceeds of this offering to finance a portion of the costs of capital improvements to certain of its owned and leased generation facilities and for other general purposes.

5

        Section 2.6    FGIC Designated Credit Enhancer.    Financial Guaranty Insurance Company ("FGIC"), a New York stock insurance company, or any successor thereto, is hereby designated the Credit Enhancer with respect to the Series 2006 Bonds.

        Section 2.7    Consent Of FGIC To Amendments To the Indenture.    If the surety bond issued by FGIC insuring the payment when due of the principal of, and interest on, the Series 2006 Bonds as provided therein (the "Surety Bond") is in effect and FGIC is not in breach of any of the provisions thereof, any provision of the Indenture expressly recognizing or granting rights in, or to, FGIC may not be amended in any manner which affects the rights of FGIC hereunder without the prior written consent of FGIC.

        Section 2.8    FGIC To Be Subrogated To Rights Of Holders.    Notwithstanding anything herein to the contrary, in the event that the principal or interest due on the Series 2006 Bonds shall be paid by FGIC pursuant to the Surety Bond, the Series 2006 Bonds shall remain Outstanding for all purposes of the Indenture, not be defeased or otherwise satisfied and not be considered paid by the Company, and the obligations of the Company to the Holders of Series 2006 Bonds shall continue to exist and shall run to the benefit of FGIC, and FGIC shall be subrogated to the rights of such Holders.

        Section 2.9    Trustee Notification Of Failure To Deliver Notices By the Company; Other Actions by Trustee.    The Trustee shall notify FGIC of any failure of the Company to provide any notices, certificates or other documents required to be provided to the Trustee pursuant to the terms of the Indenture. The Trustee shall also (i) permit FGIC to have access to, and to make copies of, all books and records relating to the Series 2006 Bonds at any reasonable time and upon reasonable notice, (ii) provide to FGIC a copy of any notice to be given to the registered Holders, including, without limitation, notice of any redemption of or defeasance of the Series 2006 Bonds and any certificate rendered pursuant to the Indenture relating to the security for the Series 2006 Bonds, and (iii) provide to FGIC such additional information it may reasonably request from time to time. Notwithstanding any other provision of the Indenture, in determining whether the rights of the Holders will be adversely affected by any action taken pursuant to the terms and provisions of the Indenture, the Trustee shall consider the effect on the Holders as if there were no Surety Bond.

        Section 2.10    Trustee To Notify FGIC Of Events Of Default.    The Trustee shall immediately notify FGIC upon the occurrence of any Event of Default of which it has notice.

        Section 2.11    Payment Procedure Pursuant To The Surety Bond.    If the Surety Bond shall be in full force and effect, the Trustee and the co-paying agent (if any) agree to comply with the following provisions:

(a)   On the Interest Payment Dates, the Trustee or co-paying agent, if any, will determine whether there will be sufficient funds to pay the principal of or interest on the applicable Series 2006 Bonds on such Interest Payment Date. If the Trustee or co-paying agent, if any, determines that there will be insufficient funds, the Trustee or co-paying agent, if any, shall so notify FGIC. Such notice shall specify the amount of the anticipated deficiency, the Series 2006 Bonds to which such deficiency is applicable and whether such Series 2006 Bonds will be deficient as to principal or interest, or both. If there is such a deficiency but the Trustee or co-paying agent, if any, has not so notified FGIC on an Interest Payment Date (but does do so on a later date), FGIC will make payments of principal or interest due on the Series 2006 Bonds on or before the first Business Day next following the date on which FGIC shall have received notice of nonpayment from the Trustee or co-paying agent, if any, or from the Holder of a Series 2006 Bond.

(b)   After notice has been given to FGIC as provided in (a) above, the Trustee or co-paying agent shall make available to FGIC and, at FGIC's direction, to U.S. Bank Trust National Association, or its successors as its agent (the "Fiscal Agent"), the registration books of the

6

Company maintained by the Obligation Registrar and all records relating to payments on the Series 2006 Bonds maintained under the Indenture.

(c)   The Trustee or co-paying agent, if any, shall provide FGIC and the Fiscal Agent with a list of registered Holders entitled to receive principal or interest payments from FGIC under the terms of the Surety Bond, and shall make arrangements with the Fiscal Agent (i) to mail checks or drafts to the registered Holders entitled to receive full or partial interest payments from FGIC and (ii) to pay principal upon Series 2006 Bonds surrendered to the Fiscal Agent by the registered Holders entitled to receive full or partial principal payments from FGIC.

(d)   The Trustee or co-paying agent, if any, shall, at the time it provides FGIC and the Fiscal Agent with a list of registered Holders pursuant to (c) above, notify registered Holders entitled to receive the payment of principal or interest thereon from FGIC (i) as to the fact of such entitlement, (ii) that FGIC will remit to each registered Holder all or a part of the interest payments next coming due upon proof of such Holder's entitlement to interest payments and delivery to the Fiscal Agent, in form satisfactory to the Fiscal Agent, of an appropriate assignment of such Holder's right to payment, (iii) that should a Registered Holder be entitled to receive full payment of principal from FGIC, it must surrender its Series 2006 Bonds (along with an appropriate instrument of assignment in form satisfactory to the Fiscal Agent to permit ownership of such Series 2006 Bonds to be registered in the name of FGIC) for payment to the Fiscal Agent, and not the Trustee or co-paying agent, if any, and (iv) that should a Registered Holder be entitled to receive partial payment of principal from FGIC, it must surrender its Series 2006 Bonds for payment thereon first to the Trustee or co-paying agent, if any, who shall note on such Series 2006 Bonds the portion of the principal paid by the Trustee or co-paying agent, if any, and then, along with an appropriate instrument of assignment in form satisfactory to the Fiscal Agent, to the Fiscal Agent, which will then pay the unpaid portion of principal.

(e)   In the event that the Trustee or co-paying agent, if any, has notice that any payment of principal of or interest on any Series 2006 Bond which has become due for payment and which is made to a Holder by or on behalf of the Company has been deemed a preferential transfer and theretofore recovered from such Holder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having jurisdiction, the Trustee or co-paying agent, if any, shall, at the time FGIC is notified pursuant to (a) above, notify all Holders that in the event that any Holder's payment is so recovered, such Holder will be entitled to payment from FGIC to the extent of such recovery if sufficient funds are not otherwise available, and the Trustee or co-paying agent, if any, shall furnish to FGIC its records evidencing the payments of principal of and interest on the Series 2006 Bonds which have been made by the Trustee or co-paying agent, if any, and subsequently recovered from Holders and the dates on which such payments were made.

(f)    In addition to those rights granted FGIC under this Thirty-Fifth Supplemental Indenture, FGIC shall, to the extent it makes payment of principal of or interest on Series 2006 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Surety Bond, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Trustee or co-paying agent, if any, shall note FGIC's rights as subrogee on the registration books of the Company maintained by the Obligation Registrar upon receipt from FGIC of proof of the payment of interest thereon to the registered Holders of the Series 2006 Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Trustee or co-paying agent, if any, shall note FGIC's rights as subrogee on the registration books of the Company maintained by the Obligation Registrar upon surrender of the Series 2006 Bonds by the registered Holders thereof with proof of the payment of principal thereof.

7

        Section 2.12    FGIC As Third Party Beneficiary.    To the extent that this Thirty-Fifth Supplemental Indenture confers upon or gives or grants to FGIC any right, remedy or claim under or by reason of this Thirty-Fifth Supplemental Indenture, FGIC is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.

        Section 2.13    Covenants of the Company to FGIC.    The Company will deliver to FGIC:

(a)   As soon as reasonably available and in any event within 120 days after the end of each fiscal year, a copy of its annual financial statements prepared in accordance with Accounting Requirements consistently applied and audited by independent certified public accountants, including a balance sheet of the Company as of the end of such fiscal year and related statements of operations, changes in equity and cash flows for the fiscal year then ended;

(b)   As soon as reasonably available and in any event within 60 days after the end of each quarterly period of each fiscal year, a copy of its balance sheet as of the end of such quarterly period and related statements of operations, changes in equity and cash flows for the quarterly period then ended, which balance sheet and related statements may be internal statements and need not be audited by independent certified public accountants;

(c)   Promptly upon distribution thereof, copies of each revision to the final offering circular dated October 4, 2006; and

(d)   Promptly after the Company receives notification thereof, notice of the downgrading by any rating agency of the Company's underlying public rating or the underlying rating on the Series 2006 Bonds to "non-investment grade."

(e)   Upon written request of FGIC, any other financial information reasonably requested.

ARTICLE III

MISCELLANEOUS

        Section 3.1    Supplemental Indenture.    This Thirty-Fifth 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 Series 2006 Bonds 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 Thirty-Fifth Supplemental Indenture shall have the same meanings assigned to them in the Original Indenture, except in cases where the context clearly indicates otherwise.

        Section 3.2    Recitals.    All recitals in this Thirty-Fifth 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 3.3    Successors and Assigns.    Whenever in this Thirty-Fifth 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 Thirty-Fifth 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.

8

        Section 3.4    No Rights, Remedies, Etc.    Nothing in this Thirty-Fifth 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 Thirty-Fifth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Fifth 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 3.5    Counterparts.    This Thirty-Fifth 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 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 3.6    Security Agreement; Mailing Address.    To the extent permitted by applicable law, this Thirty-Fifth 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
P. O. Box 1349
Tucker, Georgia 30085-1349,

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

and the mailing address of FGIC, as Credit Enhancer, is:

Financial Guaranty Insurance Company
Attention: Risk Management
125 Park Avenue
New York, New York 10017

and the mailing address of U.S. Bank Trust National Association, as Fiscal Agent, is:

U.S. Bank Trust National Association
Attention: Corporate Trust Department
100 Wall Street
19th Floor
New York, New York 10005

[Signatures on Next Page]

9

IN WITNESS WHEREOF, the parties hereto have caused this Thirty-Fifth 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/  THOMAS A. SMITH Thomas A. Smith President and Chief Executive Officer
Signed, sealed and delivered by the Company in the presence of:		Attest:		/s/  PATRICIA N. NASH Patricia N. Nash Secretary
/s/  THOMAS J. BRENDIAR Witness		[CORPORATE SEAL]
/s/  VICKI B. JACKSON Notary Public
(Notarial Seal)
My commission expires:        2/6/07

[Signatures Continued from Previous Page]
	Trustee:	U.S. BANK NATIONAL ASSOCIATION, a national banking association
		By:	/s/  B A DONALDSON
Signed and delivered by the Trustee in the Presence of:			Authorized Agent
/s/  GEORGE HOGAN Witness
/s/  SYRA I ARZU Notary Public
(Notarial Seal)
My commission expires:        11/16/09

Exhibit A

FORM OF BOND
AND
TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THIS SERIES 2006 BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SERIES 2006 BOND IS HEREBY NOTIFIED THAT THE SELLER OF THIS SERIES 2006 BOND MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THIS SERIES 2006 BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

THIS SERIES 2006 BOND AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS SERIES 2006 BOND TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SERIES 2006 BOND SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SERIES 2006 BOND TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

A-1

No. R-1 $300,000,000

OGLETHORPE POWER CORPORATION, FIRST MORTGAGE BOND,
SERIES 2006, DUE 2035

REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: THREE HUNDRED MILLION DOLLARS
ISSUANCE DATE: OCTOBER 12, 2006
CUSIP NO.:

        Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation existing under the laws of the State of Georgia (together with any successors and assigns, "Oglethorpe"), for value received hereby promises to pay to the registered owner named above or registered assigns, on January 1, 2035 upon the presentation and surrender of this First Mortgage Bond, 5.534% Series 2006 due January 1, 2035, (this "Series 2006 Bond") the principal amount (upon original issuance) of $300,000,000, issued under the Indenture dated as of March 1, 1997, as supplemented (the "Indenture") between Oglethorpe, formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) and U.S. Bank National Association, as successor to SunTrust Bank, as trustee (the "Trustee").

        Oglethorpe shall pay the principal sum set forth above and pay interest on said principal sum from the date hereof until payment of said principal sum has been made or duly provided for, semi-annually at the interest rate of 5.534%. The principal of, and interest on, this Series 2006 Bond are payable at the principal corporate trust office of the Trustee, or of its successor as Trustee, or, at the option of the owner of this Series 2006 Bond, at the principal office of any co-paying agent appointed in accordance with the Indenture; provided, however, that, subject to the next succeeding paragraph, interest may be payable, at the option of the Trustee, by check or draft drawn upon the Trustee and mailed to the registered address of the registered owner of this Series 2006 Bond as of the close of business on the applicable Record Date (as defined below), or, at the written request of the registered owner of Series 2006 Bonds in an aggregate principal amount greater than or equal to $1,000,000 delivered to the Trustee at least five days prior to the Record Date next preceding such payment date, by wire transfer to a wire transfer address in the United States as set forth in such request. Payment of the principal of and interest on this Series 2006 Bond shall be in any coin or currency of the United States of America as, at the respective times of payment, shall be legal tender for the payment of public and private debts.

        Notwithstanding any other provision of this Series 2006 Bond to the contrary, so long as this Series 2006 Bond shall be registered on books of Oglethorpe kept by the Obligation Registrar (as defined in the Indenture) in the name of The Depository Trust Company, a New York Corporation ("DTC"), its nominee, the provisions of the Indenture governing the Book-Entry System (as defined in the Indenture) shall govern the manner of payment of the principal of, and interest on, this Series 2006 Bond.

        The Series 2006 Bonds are equally and ratably secured, to the extent provided in the Indenture, by the Trust Estate, except and excluding the Excepted Property and the Excludable Property.

        Reference is hereby made to the Indenture, a copy of which is on file with the Trustee, for the provisions, among others, with respect to the nature and extent of the rights, duties and obligations of Oglethorpe, the Trustee and the owner of this Series 2006 Bond, the terms upon which this Series 2006 Bond is issued and secured, and the modification or amendment of the Indenture, to all of which the registered owner of this Series 2006 A Bond assents by the acceptance of this Series 2006 Bond.

        This Series 2006 Bond is transferable, as provided in the Indenture, only upon the registration books of Oglethorpe maintained by the Obligation Registrar, which shall be the Trustee, kept at its

A-2

principal office, upon presentation at said office of this Series 2006 Bond with the written request of the registered owner hereof or his attorney duly authorized in writing, and a written instrument of transfer satisfactory to the Obligation Registrar duly executed by the registered owner or his duly authorized attorney. The Obligation Registrar shall not be obliged to (i) make any exchange or transfer of this Series 2006 Bond during the period beginning at the opening of business fifteen days next preceding the date of the mailing of the notice of redemption of the Series 2006 Bonds or (ii) register the transfer of or exchange of any Series 2006 Bond so selected for redemption in whole or in part, except the unredeemed portion of a Series 2006 Bond being redeemed in part.

        The Series 2006 Bonds are issuable in the form of fully registered Series 2006 Bonds without coupons in the denomination of $100,000 each or any integral multiple thereof. Upon payment of any required tax or other governmental charge and, subject to such conditions, the Series 2006 Bonds, upon the surrender thereof at the principal office of the Obligation Registrar, with a written instrument of transfer satisfactory to the Obligation Registrar, duly executed by the registered owner or his duly authorized attorney, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of Series 2006 Bonds of the same interest rate and in any other authorized denominations.

        This Series 2006 Bond shall bear interest at 5.534% from, and including, the date hereof to, but excluding, January 1, 2035. Interest shall be payable on January 1 and July 1 of each year prior to the maturity date of the Series A Bonds, commencing on January 1, 2007.

        Sinking Fund Redemption:    The Series 2006 Bonds will be redeemed, on a pro rata basis in $100,000 denominations, through the operation of a mandatory sinking fund, commencing on January 1, 2031 and continuing on January 1 in each year thereafter to, and including, January 1, 2034, at a Redemption Price (as defined in the Indenture) equal to 100% of the principal amount of the Series 2006 Bonds redeemed plus accrued interest to the Redemption Date (as defined in the Indenture), including interest due on an Interest Payment Date that is on or prior to the Redemption Date. The principal amount of the Series 2006 Bonds being redeemed and the Redemption Dates, as well as the principal amount payable on the maturity date, are set forth below.

Date	Amount
January 1, 2031	$	60,000,000
January 1, 2032	$	60,000,000
January 1, 2033	$	60,000,000
January 1, 2034	$	60,000,000
January 1, 2035(1)	$	60,000,000

(1)

The final maturity date of the Series 2006 Bonds.

        Make-Whole Redemption:    Oglethorpe may redeem the Series 2006 Bonds, in whole or in part, on any date prior to their maturity, at its option. The Redemption Price for the Series 2006 Bonds will be equal to the greater of:

•

100% of the principal amount of the Series 2006 Bonds being redeemed plus interest accrued through the Redemption Date but not yet due and payable; and



•

the sum of the present values of the remaining principal and interest payments on the bonds being redeemed, discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of (1) the yield to maturity of the U.S. Treasury security having a life equal to the remaining average life of the maturity of bonds being redeemed and trading in the secondary market at the price closest to par, and (2) 12.5 basis points;

A-3

plus, in either case, interest due and payable but unpaid on the Series 2006 Bonds being redeemed.

        If there is no U.S. Treasury security having a life equal to the remaining average life of the bonds being redeemed, the discount rate will be calculated using a yield to maturity determined on a straight-line basis (rounding to the nearest calendar month, if necessary) from the average yield to maturity of two U.S. Treasury securities having lives most closely corresponding to the remaining average life of the bonds being redeemed and trading in the secondary market at the price closest to par.

        The registered owner of this Series 2006 Bond shall have no right to enforce the provisions of the Indenture, or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

        All acts, conditions and things required by the Constitution and statutes of the State of Georgia, the governing rules and procedures of Oglethorpe and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Series 2006 Bond, do exist, have happened and have been performed.

        No covenant or agreement contained in this Series 2006 Bond, the Indenture or the Thirty-Fifth Supplemental Indenture shall be deemed to be a covenant or agreement of any official, officer, agent or employee of Oglethorpe in his individual capacity, and no officer of Oglethorpe executing this Series 2006 Bond shall be liable personally on this Series 2006 Bond or be subject to any personal liability or accountability by reason of the issuance of this Series 2006 Bond.

        Financial Guaranty Insurance Company, a New York stock insurance company, or any successor thereto, has been designated the Credit Enhancer with respect to the Series 2006 Bonds.

        This Series 2006 Bond shall not be entitled to any benefit under the Indenture or be valid until this Series 2006 Bond shall have been authenticated by the execution by the Trustee, or its successor as Trustee, of the Certificate of Authentication inscribed hereon.

[Remainder of page intentionally left blank.]

A-4

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006 Bond to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:
		Thomas A. Smith
		President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash
Secretary

A-5

        This is one of the Obligations of the series designated therein referred to in the within-mentioned Indenture.

	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Agent
Date of Authentication:

A-6

SURETY BOND NO. 06010411 (THE "SURETY BOND") WITH RESPECT TO PAYMENTS DUE FOR PRINCIPAL OF AND INTEREST ON THIS BOND HAS BEEN ISSUED BY FINANCIAL GUARANTY INSURANCE COMPANY ("FGIC"). THE SURETY BOND HAS BEEN DELIVERED TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS THE FISCAL AGENT UNDER SAID SURETY BOND, AND WILL BE HELD BY SUCH FISCAL AGENT OR ANY SUCCESSOR FISCAL AGENT. THE SURETY BOND IS ON FILE AND AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE FISCAL AGENT AND A COPY THEREOF MAY BE SECURED FROM FGIC OR THE FISCAL AGENT. ALL PAYMENTS REQUIRED TO BE MADE UNDER THE SURETY BOND SHALL BE MADE IN ACCORDANCE WITH THE PROVISIONS THEREOF. THE OWNER OF THIS BOND ACKNOWLEDGES AND CONSENTS TO THE SUBROGATION RIGHTS OF FGIC AS MORE FULLY SET FORTH IN THE SURETY BOND.

A-7

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
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	To be recorded simultaneously with the Thirty-Fifth Supplemental Indenture

QuickLinks

EXHIBIT 4.7.1(jj)

EX-4.7.1(KK)

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 4.7.1(kk)

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

THIRTY-SIXTH SUPPLEMENTAL
INDENTURE

Relating to the
Series 2006A (Burke) Note
Series 2006B-1 (Burke) Note
Series 2006B-2 (Burke) Note
Series 2006B-3 (Burke) Note
Series 2006B-4 (Burke) Note
Series 2006A (Monroe) Note

Dated as of October 1, 2006

FIRST MORTGAGE OBLIGATIONS

THIS THIRTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2006, 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 (hereinafter called 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 (hereinafter called 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);

WHEREAS, the Company has heretofore executed and delivered to the Trustee thirty- five Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, being herein sometimes called the "Indenture"), and the Original Indenture and the thirty-five Supplemental Indentures have been recorded as set forth on Schedule 1;

Series 2006A Burke Bonds

WHEREAS, the Burke Authority has agreed to issue $40,150,000 in aggregate principal amount of Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2006A (the "Series 2006A Burke Bonds"), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2006, relating thereto (the "Series 2006A Burke Loan Agreement");

WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2006A Burke Bonds is evidenced by that certain Series 2006A (Burke) Note, dated the date of its authentication (the "Series 2006A (Burke) Note"), from the Company to U.S. Bank National Association, as trustee (in such capacity, the "Series 2006A Burke Trustee"), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 2006 (the "Series 2006A Burke Indenture"), between the Burke Authority and the Series 2006A Burke Trustee;

Series 2006B-1 Burke Bonds

WHEREAS, 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 2006B-1 (the "Series 2006B-1 Burke Bonds"), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2006, relating thereto (the "Series 2006B-1 Burke Loan Agreement");

WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2006B-1 Burke Bonds is evidenced by that certain Series 2006B-1 (Burke) Note, dated the date of its authentication (the "Series 2006B-1 (Burke) Note"), from the Company to U.S. Bank National Association, as trustee (in such capacity, the "Series 2006B-1 Burke Trustee"), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 2006 (the "Series 2006B-1 Burke Indenture"), between the Burke Authority and the Series 2006B-1 Burke Trustee;

Series 2006B-2 Bonds

WHEREAS, 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

2

Corporation Vogtle Project), Series 2006B-2 (the "Series 2006B-2 Burke Bonds"), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2006, relating thereto (the "Series 2006B-2 Burke Loan Agreement");

WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2006B-2 Burke Bonds is evidenced by that certain Series 2006B-2 (Burke) Note, dated the date of its authentication (the "Series 2006B-2 (Burke) Note"), from the Company to U.S. Bank National Association, as trustee (in such capacity, the "Series 2006B-2 Burke Trustee"), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 2006 (the "Series 2006B-2 Burke Indenture"), between the Burke Authority and the Series 2006B-2 Burke Trustee;

Series 2006B-3 Bonds

WHEREAS, 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 2006B-3 (the "Series 2006B-3 Burke Bonds"), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2006, relating thereto (the "Series 2006B-3 Burke Loan Agreement");

WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2006B-3 Burke Bonds is evidenced by that certain Series 2006B-3 (Burke) Note, dated the date of its authentication (the "Series 2006B-3 (Burke) Note"), from the Company to U.S. Bank National Association, as trustee (in such capacity, the "Series 2006B-3 Burke Trustee"), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 2006 (the "Series 2006B-3 Burke Indenture"), between the Burke Authority and the Series 2006B-3 Burke Trustee;

Series 2006B-4 Bonds

WHEREAS, the Burke Authority has agreed to issue $38,925,000 in aggregate principal amount of Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2006B-4 (the "Series 2006B-4 Burke Bonds"; and together with the Series 2006A Burke Bonds, the Series 2006B-1 Burke Bonds, the Series 2006B-2 Burke Bonds and the Series 2006B-3 Burke Bonds, the "Burke Bonds"), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2006, relating thereto (the "Series 2006B-4 Burke Loan Agreement");

WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2006B-4 Burke Bonds is evidenced by that certain Series 2006B-4 (Burke) Note, dated the date of its authentication (the "Series 2006B-4 (Burke) Note"), from the Company to U.S. Bank National Association, as trustee (in such capacity, the "Series 2006B-4 Burke Trustee"), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 2006 (the "Series 2006B-4 Burke Indenture"), between the Burke Authority and the Series 2006B-4 Burke Trustee;

WHEREAS, the Company will use the proceeds from the sale of the Burke Bonds to refund (i) the portion of the Burke Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A and Series 1994A, subject to mandatory sinking fund redemption on January 1, 2007; and (ii) the entire outstanding principal amount of the Burke Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1998A and 1998B, to be redeemed on or before December 31, 2006;

3

Series 2006A Monroe Bonds

WHEREAS, the Monroe Authority has agreed to issue $9,020,000 in aggregate principal amount of Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 2006A (the "Series 2006A Monroe Bonds"), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2006, relating thereto (the "Series 2006A Monroe Loan Agreement");

WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2006A Monroe Bonds is evidenced by that certain Series 2006A (Monroe) Note, dated the date of its authentication (the "Series 2006A (Monroe) Note"), from the Company to U.S. Bank National Association, as trustee (in such capacity, the "Series 2006A Monroe Trustee"), as assignee and pledgee of the Monroe Authority pursuant to the Trust Indenture, dated as of October 1, 2006 (the "Series 2006A Monroe Indenture"), between the Monroe Authority and the Series 2006A Monroe Trustee;

WHEREAS, the Company will use the proceeds from the sale of the Series 2006A Monroe Bonds to refund the portion of the Monroe Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1992A, maturing on January 1, 2007;

WHEREAS, the Company desires to execute and deliver this Thirty-Sixth Supplemental Indenture, in accordance with the provisions of the Original Indenture, for the purpose of providing for the creation and designation of the Series 2006A (Burke) Note, the Series 2006B-1 (Burke) Note, the Series 2006B-2 (Burke) Note, the Series 2006B-3 (Burke) Note, the Series 2006B-4 (Burke) Note and the Series 2006A (Monroe) Note (collectively, the "Notes") as Additional Obligations and specifying the form and provisions thereof;

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 additional series of Obligations under the Indenture and to make provisions for such additional series of 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 (and premium, if any) and interest on the Notes, to make the Notes 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, in accordance with its terms, have been done and taken; and the execution and delivery of this Thirty-Sixth Supplemental Indenture has been in all respects duly authorized by the Company.

NOW, THEREFORE, THIS THIRTY-SIXTH SUPPLEMENTAL INDENTURE WITNESSES, that, to secure the payment of the principal of (and premium, if any) and interest on the Outstanding Secured Obligations, including, when authenticated and delivered, the Notes, 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 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,

4

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 "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

5

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 THIRTY-SIXTH 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 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 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 2006A (Burke) Note

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006A (Burke) Note" (hereinafter referred to as the "Series 2006A (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 hereof. The aggregate principal amount of the Series 2006A (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $40,150,000.

        The Series 2006A (Burke) Note shall be dated the date of its authentication. The Series 2006A (Burke) Note shall mature on January 1, 2041 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 hereof. The Series 2006A (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as trustee, in its capacity as the Series 2006A Burke Trustee.

        All payments made on the Series 2006A (Burke) Note shall be made to the Series 2006 Burke Trustee at its principal office in Atlanta, Georgia in lawful money of the United States of America which will be immediately available on the date payment is due.

B.    The Series 2006B-1 (Burke) Note

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006B-1 (Burke) Note" (hereinafter referred to as the "Series 2006B-1 (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 hereof. The aggregate principal amount of the Series 2006B-1 (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $50,000,000.

        The Series 2006B-1 (Burke) Note shall be dated the date of its authentication. The Series 2006B-1 (Burke) Note shall mature on January 1, 2041 and shall bear interest from the date of its

6

authentication to the date of its maturity at rates calculated as provided for in the form of note prescribed pursuant to Section 1.2 hereof. The Series 2006B-1 (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as trustee, in its capacity as the Series 2006B-1 Burke Trustee.

        All payments made on the Series 2006B-1 (Burke) Note shall be made to the Series 2006 Burke Trustee at its principal office in Atlanta, Georgia in lawful money of the United States of America which will be immediately available on the date payment is due.

C.    The Series 2006B-2 (Burke) Note

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006B-2 (Burke) Note" (hereinafter referred to as the "Series 2006B-2 (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 hereof. The aggregate principal amount of the Series 2006B-2 (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $50,000,000.

        The Series 2006B-2 (Burke) Note shall be dated the date of its authentication. The Series 2006B-2 (Burke) Note shall mature on January 1, 2040 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 hereof. The Series 2006B-2 (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as trustee, in its capacity as the Series 2006B-2 Burke Trustee.

        All payments made on the Series 2006B-2 (Burke) Note shall be made to the Series 2006B-2 Burke Trustee at its principal office in Atlanta, Georgia in lawful money of the United States of America which will be immediately available on the date payment is due.

D.    The Series 2006B-3 (Burke) Note

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006B-3 (Burke) Note" (hereinafter referred to as the "Series 2006B-3 (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 hereof. The aggregate principal amount of the Series 2006B-3 (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $50,000,000.

        The Series 2006B-3 (Burke) Note shall be dated the date of its authentication. The Series 2006B-3 (Burke) Note shall mature on January 1, 2039 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 hereof. The Series 2006B-3 (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as trustee, in its capacity as the Series 2006B-3 Burke Trustee.

        All payments made on the Series 2006B-3 (Burke) Note shall be made to the Series 2006B-3 Burke Trustee at its principal office in Atlanta, Georgia in lawful money of the United States of America which will be immediately available on the date payment is due.

E.    The Series 2006B-4 (Burke) Note

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006B-4 (Burke) Note" (hereinafter referred to as the "Series 2006B-4 (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 hereof. The aggregate principal amount of the Series 2006B-4 (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $38,925,000.

7

        The Series 2006B-4 (Burke) Note shall be dated the date of its authentication. The Series 2006B-4 (Burke) Note shall mature on January 1, 2038 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 hereof. The Series 2006B-4 (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as trustee, in its capacity as the Series 2006B-4 Burke Trustee.

        All payments made on the Series 2006B-4 (Burke) Note shall be made to the Series 2006B-4 Burke Trustee at its principal office in Atlanta, Georgia in lawful money of the United States of America which will be immediately available on the date payment is due.

F.    The Series 2006A (Monroe) Note

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006A (Monroe) Note" (hereinafter referred to as the "Series 2006A (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 hereof. The aggregate principal amount of the Series 2006A (Monroe) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $9,020,000.

        The Series 2006A (Monroe) Note shall be dated the date of its authentication. The Series 2006A (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 hereof. The Series 2006A (Monroe) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as trustee, in its capacity as the Series 2006A Monroe Trustee.

        All payments made on the Series 2006A (Monroe) Note shall be made to the Series 2006A Monroe Trustee at its principal office in Atlanta, Georgia 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 2006A (Burke) Note

        The Series 2006A (Burke) Note and the Trustee's certificate of authentication for the Series 2006A (Burke) Note shall be substantially in the form of Exhibit B attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

B.    The Series 2006B-1 (Burke) Note

        The Series 2006B-1 (Burke) Note and the Trustee's certificate of authentication for the Series 2006B-1 (Burke) Note shall be substantially in the form of Exhibit C attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

C.    The Series 2006B-2 (Burke) Note

        The Series 2006B-2 (Burke) Note and the Trustee's certificate of authentication for the Series 2006B-2 (Burke) Note shall be substantially in the form of Exhibit D attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

D.    The Series 2006B-3 (Burke) Note

        The Series 2006B-3 (Burke) Note and the Trustee's certificate of authentication for the Series 2006B-3 (Burke) Note shall be substantially in the form of Exhibit E attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

8

E.    The Series 2006B-4 (Burke) Note

        The Series 2006B-4 (Burke) Note and the Trustee's certificate of authentication for the Series 2006B-4 (Burke) Note shall be substantially in the form of Exhibit F attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

F.    The Series 2006A (Monroe) Note

        The Series 2006A (Monroe) Note and the Trustee's certificate of authentication for the Series 2006A (Monroe) Note shall be substantially in the form of Exhibit G attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

ARTICLE II

MISCELLANEOUS

        Section 2.1    This Thirty-Sixth 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 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 Thirty-Sixth Supplemental Indenture shall have the same meanings assigned to them in the Original Indenture, except in cases where the context clearly indicates otherwise.

        Section 2.2    All recitals in this Thirty-Sixth 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 2.3    Whenever in this Thirty-Sixth 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 Thirty-Sixth 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 2.4    Nothing in this Thirty-Sixth 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 Thirty-Sixth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Sixth 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 2.5    This Thirty-Sixth 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 counterparts, or as many of them as the Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

9

        Section 2.6    To the extent permitted by applicable law, this Thirty-Sixth 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
P. O. Box 1349
Tucker, Georgia 30085-1349,

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]

10

IN WITNESS WHEREOF, the parties hereto have caused this Thirty-Sixth 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/  THOMAS A. SMITH Thomas A. Smith President and Chief Executive Officer
Signed, sealed and delivered by the Company in the presence of:		Attest:		/s/  PATRICIA N. NASH Patricia N. Nash Secretary
/s/  CINDY A. UPCHURCH Witness			[CORPORATE SEAL]
/s/  THOMAS J. BRENDIAR Notary Public
(Notarial Seal)
My commission expires:        1/27/09
[Signatures Continued on Next Page]

[Signatures Continued from Previous Page]
	Trustee:	U.S. BANK NATIONAL ASSOCIATION, a national banking association
		By:	/s/  B A DONALDSON
Signed, sealed and delivered by the Trustee in the Presence of:			Authorized Agent
/s/  MICHELLE NGUYEN Witness
/s/  SYRA I ARZU Notary Public
(Notarial Seal)
My commission expires:        11/16/09

Exhibit A

        All property of the Company in the Counties in Appling, Ben Hill, Burke, Carroll, Clark, Cobb, DeKalb, Floyd, Heard, Jackson, Monroe, Talbot and Toombs, State of Georgia.

A-1

Exhibit B

[Form of Series 2006A (Burke) Note]

THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2006, RELATING HERETO, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

SERIES 2006A (BURKE) NOTE        DATE: OCTOBER 18, 2006

(VOGTLE PROJECT)

        OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for value received and in consideration of the agreement of the Development Authority of Burke County (the "Burke Authority") 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 2006A (the "Series 2006A Burke Bonds"), hereby promises to pay to U.S. Bank National Association (the "Series 2006A Burke Trustee"), as assignee and pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated as of October 1, 2006, from the Burke Authority to the Series 2006A Burke Trustee (the "Series 2006A Indenture"), or its successor in trust, the principal sum of $40,150,000, together with interest and prepayment premium (if any) thereon as follows:

(a)

on or before each Interest Payment Date (as defined in the Series 2006A Indenture), a sum which will equal the interest on the Series 2006A Burke Bonds which will become due on such Interest Payment Date on the Series 2006A Burke Bonds; and



(b)

on or before January 1, 2041, a sum which will equal the principal amount of the Series 2006A Burke Bonds which will become due on January 1, 2041; and



(c)

on or before any redemption date for the Series 2006A Burke Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the Series 2006A Burke Bonds which are to be redeemed on such date.

        This Series 2006A (Burke) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Burke Authority to Oglethorpe and the obligation to repay the same and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated as of October 1, 2006 (the "Agreement"), between the Burke Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2006A Burke Bonds.

        This Series 2006A (Burke) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-Sixth Supplemental Indenture, dated as of October 1, 2006, between Oglethorpe, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2006A

B-1

(Burke) Note and of the terms upon which this Series 2006A (Burke) Note is authenticated and delivered. This Series 2006A (Burke) Note is created by the Thirty-Sixth Supplemental Indenture and designated as the "Series 2006A (Burke) Note."

        All payments hereon are to be made to the Series 2006A Burke Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be immediately available on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional.

        Oglethorpe shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement.

        This Series 2006A (Burke) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement.

        If the Series 2006A Burke Trustee shall accelerate payment of the Series 2006A Burke Bonds, all payments on this Series 2006A (Burke) Note shall be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2006A Burke Trustee.

        No recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceedings or otherwise.

        This Series 2006A (Burke) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall have signed the form of authentication certificate endorsed hereon.

        This Series 2006A (Burke) Note shall be governed by and construed in accordance with the laws of the State of Georgia.

B-2

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006A (Burke) Note to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:
		Thomas A. Smith President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash Secretary

B-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Agent

B-4

Exhibit C

[Form of Series 2006B-1 (Burke) Note]

        THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2006, RELATING HERETO, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

SERIES 2006B-1 (BURKE) NOTE        DATE: OCTOBER 18, 2006

(VOGTLE PROJECT)

        OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for value received and in consideration of the agreement of the Development Authority of Burke County (the "Burke Authority") 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 2006B-1 (the "Series 2006B-1 Burke Bonds"), hereby promises to pay to U.S. Bank National Association (the "Series 2006B-1 Burke Trustee"), as assignee and pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated as of October 1, 2006, from the Burke Authority to the Series 2006B-1 Burke Trustee (the "Series 2006B-1 Indenture"), or its successor in trust, the principal sum of $50,000,000, together with interest and prepayment premium (if any) thereon as follows:

        (a)   on or before each Interest Payment Date (as defined in the Series 2006B-1 Indenture), a sum which will equal the interest on the Series 2006B-1 Burke Bonds which will become due on such Interest Payment Date on the Series 2006B-1 Burke Bonds; and

        (b)   on or before January 1, 2041, a sum which will equal the principal amount of the Series 2006B-1 Burke Bonds which will become due on January 1, 2041; and

        (c)   on or before any redemption date for the Series 2006B-1 Burke Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the Series 2006B-1 Burke Bonds which are to be redeemed on such date.

        This Series 2006B-1 (Burke) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Burke Authority to Oglethorpe and the obligation to repay the same and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated as of October 1, 2006 (the "Agreement"), between the Burke Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2006B-1 Burke Bonds.

        This Series 2006B-1 (Burke) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-Sixth Supplemental Indenture, dated as of October 1, 2006, between Oglethorpe, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2006B-1

C-1

(Burke) Note and of the terms upon which this Series 2006B-1 (Burke) Note is authenticated and delivered. This Series 2006B-1 (Burke) Note is created by the Thirty-Sixth Supplemental Indenture and designated as the "Series 2006B-1 (Burke) Note."

        All payments hereon are to be made to the Series 2006B-1 Burke Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be immediately available on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional.

        Oglethorpe shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement.

        This Series 2006B-1 (Burke) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement.

        If the Series 2006B-1 Burke Trustee shall accelerate payment of the Series 2006B-1 Burke Bonds, all payments on this Series 2006B-1 (Burke) Note shall be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2006B-1 Burke Trustee.

        No recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceedings or otherwise.

        This Series 2006B-1 (Burke) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall have signed the form of authentication certificate endorsed hereon.

        This Series 2006B-1 (Burke) Note shall be governed by and construed in accordance with the laws of the State of Georgia.

C-2

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006B-1 (Burke) Note to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:
		Thomas A. Smith
		President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash
Secretary

C-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Agent

C-4

Exhibit D

[Form of Series 2006B-2 (Burke) Note]

        THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2006, RELATING HERETO, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

SERIES 2006B-2 (BURKE) NOTE        DATE: OCTOBER 18, 2006

(VOGTLE PROJECT)

        OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for value received and in consideration of the agreement of the Development Authority of Burke County (the "Burke Authority") 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 2006B-2 (the "Series 2006B-2 Burke Bonds"), hereby promises to pay to U.S. Bank National Association (the "Series 2006B-2 Burke Trustee"), as assignee and pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated as of October 1, 2006, from the Burke Authority to the Series 2006B-2 Burke Trustee (the "Series 2006B-2 Indenture"), or its successor in trust, the principal sum of $50,000,000, together with interest and prepayment premium (if any) thereon as follows:

        (a)   on or before each Interest Payment Date (as defined in the Series 2006B-2 Indenture), a sum which will equal the interest on the Series 2006B-2 Burke Bonds which will become due on such Interest Payment Date on the Series 2006B-2 Burke Bonds; and

        (b)   on or before January 1, 2040, a sum which will equal the principal amount of the Series 2006B-2 Burke Bonds which will become due on January 1, 2040; and

        (c)   on or before any redemption date for the Series 2006B-2 Burke Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the Series 2006B-2 Burke Bonds which are to be redeemed on such date.

        This Series 2006B-2 (Burke) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Burke Authority to Oglethorpe and the obligation to repay the same and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated as of October 1, 2006 (the "Agreement"), between the Burke Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2006B-2 Burke Bonds.

        This Series 2006B-2 (Burke) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-Sixth Supplemental Indenture, dated as of October 1, 2006, between Oglethorpe, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2006B-2

D-1

(Burke) Note and of the terms upon which this Series 2006B-2 (Burke) Note is authenticated and delivered. This Series 2006B-2 (Burke) Note is created by the Thirty-Sixth Supplemental Indenture and designated as the "Series 2006B-2 (Burke) Note."

        All payments hereon are to be made to the Series 2006B-2 Burke Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be immediately available on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional.

        Oglethorpe shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement.

        This Series 2006B-2 (Burke) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement.

        If the Series 2006B-2 Burke Trustee shall accelerate payment of the Series 2006B-2 Burke Bonds, all payments on this Series 2006B-2 (Burke) Note shall be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2006B-2 Burke Trustee.

        No recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceedings or otherwise.

        This Series 2006B-2 (Burke) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall have signed the form of authentication certificate endorsed hereon.

        This Series 2006B-2 (Burke) Note shall be governed by and construed in accordance with the laws of the State of Georgia.

D-2

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006B-2 (Burke) Note to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:	Thomas A. Smith President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash Secretary

D-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Agent

D-4

Exhibit E

[Form of Series 2006B-3 (Burke) Note]

        THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2006, RELATING HERETO, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

SERIES 2006B-3 (BURKE) NOTE        DATE: OCTOBER 18, 2006

(VOGTLE PROJECT)

        OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for value received and in consideration of the agreement of the Development Authority of Burke County (the "Burke Authority") 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 2006B-3 (the "Series 2006B-3 Burke Bonds"), hereby promises to pay to U.S. Bank National Association (the "Series 2006B-3 Burke Trustee"), as assignee and pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated as of October 1, 2006, from the Burke Authority to the Series 2006B-3 Burke Trustee (the "Series 2006B-3 Indenture"), or its successor in trust, the principal sum of $50,000,000, together with interest and prepayment premium (if any) thereon as follows:

        (a)   on or before each Interest Payment Date (as defined in the Series 2006B-3 Indenture), a sum which will equal the interest on the Series 2006B-3 Burke Bonds which will become due on such Interest Payment Date on the Series 2006B-3 Burke Bonds; and

        (b)   on or before January 1, 2039, a sum which will equal the principal amount of the Series 2006B-3 Burke Bonds which will become due on January 1, 2039; and

        (c)   on or before any redemption date for the Series 2006B-3 Burke Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the Series 2006B-3 Burke Bonds which are to be redeemed on such date.

        This Series 2006B-3 (Burke) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Burke Authority to Oglethorpe and the obligation to repay the same and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated as of October 1, 2006 (the "Agreement"), between the Burke Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2006B-3 Burke Bonds.

        This Series 2006B-3 (Burke) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-Sixth Supplemental Indenture, dated as of October 1, 2006, between Oglethorpe, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2006B-3

E-1

(Burke) Note and of the terms upon which this Series 2006B-3 (Burke) Note is authenticated and delivered. This Series 2006B-3 (Burke) Note is created by the Thirty-Sixth Supplemental Indenture and designated as the "Series 2006B-3 (Burke) Note."

        All payments hereon are to be made to the Series 2006B-3 Burke Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be immediately available on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional.

        Oglethorpe shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement.

        This Series 2006B-3 (Burke) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement.

        If the Series 2006B-3 Burke Trustee shall accelerate payment of the Series 2006B-3 Burke Bonds, all payments on this Series 2006B-3 (Burke) Note shall be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2006B-3 Burke Trustee.

        No recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceedings or otherwise.

        This Series 2006B-3 (Burke) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall have signed the form of authentication certificate endorsed hereon.

        This Series 2006B-3 (Burke) Note shall be governed by and construed in accordance with the laws of the State of Georgia.

E-2

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006B-3 (Burke) Note to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:	Thomas A. Smith President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash Secretary

E-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Agent

E-4

Exhibit F

[Form of Series 2006B-4 (Burke) Note]

THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2006, RELATING HERETO, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

SERIES 2006B-4 (BURKE) NOTE    DATE: OCTOBER 18, 2006

(VOGTLE PROJECT)

        OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for value received and in consideration of the agreement of the Development Authority of Burke County (the "Burke Authority") to issue $38,925,000 in aggregate principal amount of Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2006B-4 (the "Series 2006B-4 Burke Bonds"), hereby promises to pay to U.S. Bank National Association (the "Series 2006B-4 Burke Trustee"), as assignee and pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated as of October 1, 2006, from the Burke Authority to the Series 2006B-4 Burke Trustee (the "Series 2006B-4 Indenture"), or its successor in trust, the principal sum of $38,925,000, together with interest and prepayment premium (if any) thereon as follows:

(a)

on or before each Interest Payment Date (as defined in the Series 2006B-4 Indenture), a sum which will equal the interest on the Series 2006B-4 Burke Bonds which will become due on such Interest Payment Date on the Series 2006B-4 Burke Bonds; and



(b)

on or before January 1, 2038, a sum which will equal the principal amount of the Series 2006B-4 Burke Bonds which will become due on January 1, 2038; and



(c)

on or before any redemption date for the Series 2006B-4 Burke Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the Series 2006B-4 Burke Bonds which are to be redeemed on such date.

        This Series 2006B-4 (Burke) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Burke Authority to Oglethorpe and the obligation to repay the same and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated as of October 1, 2006 (the "Agreement"), between the Burke Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2006B-4 Burke Bonds.

        This Series 2006B-4 (Burke) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-Sixth Supplemental Indenture, dated as of October 1, 2006, between Oglethorpe, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2006B-4

F-1

(Burke) Note and of the terms upon which this Series 2006B-4 (Burke) Note is authenticated and delivered. This Series 2006B-4 (Burke) Note is created by the Thirty-Sixth Supplemental Indenture and designated as the "Series 2006B-4 (Burke) Note."

        All payments hereon are to be made to the Series 2006B-4 Burke Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be immediately available on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional.

        Oglethorpe shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement.

        This Series 2006B-4 (Burke) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement.

        If the Series 2006B-4 Burke Trustee shall accelerate payment of the Series 2006B-4 Burke Bonds, all payments on this Series 2006B-4 (Burke) Note shall be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2006B-4 Burke Trustee.

        No recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceedings or otherwise.

        This Series 2006B-4 (Burke) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall have signed the form of authentication certificate endorsed hereon.

        This Series 2006B-4 (Burke) Note shall be governed by and construed in accordance with the laws of the State of Georgia.

F-2

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006B-4 (Burke) Note to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:
		Thomas A. Smith President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash Secretary

F-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Agent

F-4

Exhibit G

[Form of Series 2006A (Monroe) Note]

THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2006, RELATING HERETO, BETWEEN THE DEVELOPMENT AUTHORITY OF MONROE COUNTY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

SERIES 2006A (MONROE) NOTE    DATE: OCTOBER 18, 2006

(SCHERER PROJECT)

        OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for value received and in consideration of the agreement of the Development Authority of Monroe County (the "Monroe Authority") to issue $9,020,000 in aggregate principal amount of Development Authority of Monroe County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 2006A (the "Series 2006A Monroe Bonds"), hereby promises to pay to U.S. Bank National Association (the "Series 2006A Monroe Trustee"), as assignee and pledgee of the Monroe Authority, acting pursuant to the Trust Indenture, dated as of October 1, 2006, from the Monroe Authority to the Series 2006A Monroe Trustee (the "Series 2006A Indenture"), or its successor in trust, the principal sum of $9,020,000, together with interest and prepayment premium (if any) thereon as follows:

(a)

on or before each Interest Payment Date (as defined in the Series 2006A Indenture), a sum which will equal the interest on the Series 2006A Monroe Bonds which will become due on such Interest Payment Date on the Series 2006A Monroe Bonds; and



(b)

on or before January 1, 2036, a sum which will equal the principal amount of the Series 2006A Monroe Bonds which will become due on January 1, 2036; and



(c)

on or before any redeemption date for the Series 2006A Monroe Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the Series 2006A Monroe Bonds which are to be redeemed on such date.

        This Series 2006A (Monroe) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Monroe Authority to Oglethorpe and the obligation to repay the same and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated as of October 1, 2006 (the "Agreement"), between the Monroe Authority and Oglethorpe, pursuant to which the Monroe Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2006A Monroe Bonds.

        This Series 2006A (Monroe) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-Sixth Supplemental Indenture, dated as of October 1, 2006, between Oglethorpe, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2006A

G-1

(Monroe) Note and of the terms upon which this Series 2006A (Monroe) Note is authenticated and delivered. This Series 2006A (Monroe) Note is created by the Thirty-Sixth Supplemental Indenture and designated as the "Series 2006A (Monroe) Note."

        All payments hereon are to be made to the Series 2006A Monroe Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be immediately available on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional.

        Oglethorpe shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement.

        This Series 2006A (Monroe) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement.

        If the Series 2006A Monroe Trustee shall accelerate payment of the Series 2006A Monroe Bonds, all payments on this Series 2006A (Monroe) Note shall be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2006A Monroe Trustee.

        No recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceedings or otherwise.

        This Series 2006A (Monroe) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall have signed the form of authentication certificate endorsed hereon.

        This Series 2006A (Monroe) Note shall be governed by and construed in accordance with the laws of the State of Georgia.

G-2

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006A (Monroe) Note to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:
		Thomas A. Smith President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash Secretary

G-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Agent

G-4

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
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

QuickLinks

EXHIBIT 4.7.1(kk)

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

EX-4.7.1(LL)

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 4.7.1(ll)

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

THIRTY-SEVENTH SUPPLEMENTAL
INDENTURE

Relating to the
Series 2006C-1 (Burke) Note
Series 2006C-2 (Burke) Note
Series 2006B (Monroe) Note

Dated as of October 1, 2006

FIRST MORTGAGE OBLIGATIONS

THIS THIRTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2006, 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 (hereinafter called 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 (hereinafter called 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);

WHEREAS, the Company has heretofore executed and delivered to the Trustee thirty-six Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, being herein sometimes called the "Indenture"), and the Original Indenture and the thirty-six Supplemental Indentures have been recorded as set forth on Schedule 1;

Series 2006C-1 Burke Bonds

WHEREAS, 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 2006C-1 (the "Series 2006C-1 Burke Bonds"), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2006, relating thereto (the "Series 2006C-1 Burke Loan Agreement");

WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2006C-1 Burke Bonds is evidenced by that certain Series 2006C-1 (Burke) Note, dated the date of its authentication (the "Series 2006C-1 (Burke) Note"), from the Company to U.S. Bank National Association, as trustee (in such capacity, the "Series 2006C-1 Burke Trustee"), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 2006 (the "Series 2006C-1 Burke Indenture"), between the Burke Authority and the Series 2006C-1 Burke Trustee;

Series 2006C-2 Burke Bonds

WHEREAS, the Burke Authority has 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 2006C-2 (the "Series 2006C-2 Burke Bonds"; and together with the Series 2006C-1 Burke Bonds, the "Burke Bonds"), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2006, relating thereto (the "Series 2006C-2 Burke Loan Agreement");

WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2006C-2 Burke Bonds is evidenced by that certain Series 2006C-2 (Burke) Note, dated the date of its authentication (the "Series 2006C-2 (Burke) Note"), from the Company to U.S. Bank National Association, as trustee (in such capacity, the "Series 2006C-2 Burke Trustee"), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of October 1, 2006 (the "Series 2006C-2 Burke Indenture"), between the Burke Authority and the Series 2006C-2 Burke Trustee;

WHEREAS, the Company will use the proceeds from the sale of the Burke Bonds to refund the entire outstanding principal amount of the following series of bonds: (i) the Burke Authority's Pollution

2

Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1999A; (ii) the Burke Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1999B; (iii) the Burke Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2000; and the Burke Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2001, all to be redeemed on or before December 31, 2006;

Series 2006B Monroe Bonds

WHEREAS, 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 2006B (the "Series 2006B Monroe Bonds"), and to loan the proceeds from the sale thereof to the Company pursuant to that certain Loan Agreement, dated as of October 1, 2006, relating thereto (the "Series 2006B Monroe Loan Agreement");

WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2006B Monroe Bonds is evidenced by that certain Series 2006B (Monroe) Note, dated the date of its authentication (the "Series 2006B (Monroe) Note"), from the Company to U.S. Bank National Association, as trustee (in such capacity, the "Series 2006B Monroe Trustee"), as assignee and pledgee of the Monroe Authority pursuant to the Trust Indenture, dated as of October 1, 2006 (the "Series 2006B Monroe Indenture"), between the Monroe Authority and the Series 2006B Monroe Trustee;

WHEREAS, the Company will use the proceeds from the sale of the Series 2006B Monroe Bonds to refund the outstanding principal amount of the following series of bonds: (i) the Monroe Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1999A; (ii) the Monroe Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 1999B; (iii) the Monroe Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 2000; and (iv) the Monroe Authority's Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project), Series 2001; all to be redeemed on or before December 31, 2006;

WHEREAS, the Company desires to execute and deliver this Thirty-Seventh Supplemental Indenture, in accordance with the provisions of the Original Indenture, for the purpose of providing for the creation and designation of the Series 2006C-1 (Burke) Note, the Series 2006C-2 (Burke) Note and the Series 2006B (Monroe) Note (collectively, the "Notes") as Additional Obligations and specifying the form and provisions thereof;

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 additional series of Obligations under the Indenture and to make provisions for such additional series of 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 (and premium, if any) and interest on the Notes, to make the Notes 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, in accordance with its terms, have been done and taken; and the execution and delivery of this Thirty-Seventh Supplemental Indenture has been in all respects duly authorized by the Company.

3

NOW, THEREFORE, THIS THIRTY-SEVENTH SUPPLEMENTAL INDENTURE WITNESSES, that, to secure the payment of the principal of (and premium, if any) and interest on the Outstanding Secured Obligations, including, when authenticated and delivered, the Notes, 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 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 in 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 "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

4

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 THIRTY-SEVENTH 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 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 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 1.1    Authorization and Terms of the Notes.

A.    The Series 2006C-1 (Burke) Note

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006C-1 (Burke) Note" (hereinafter referred to as the "Series 2006C-1 (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 hereof. The aggregate principal amount of the Series 2006C-1 (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $50,000,000.

        The Series 2006C-1 (Burke) Note shall be dated the date of its authentication. The Series 2006C-1 (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 hereof. The Series 2006C-1 (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as trustee, in its capacity as the Series 2006C-1 Burke Trustee.

5

        All payments made on the Series 2006C-1 (Burke) Note shall be made to the Series 2006C-1 Burke Trustee at its principal office in Atlanta, Georgia in lawful money of the United States of America which will be immediately available on the date payment is due.

B.    The Series 2006C-2 (Burke) Note

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006C-2 (Burke) Note" (hereinafter referred to as the "Series 2006C-2 (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 hereof. The aggregate principal amount of the Series 2006C-2 (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $40,105,000.

        The Series 2006C-2 (Burke) Note shall be dated the date of its authentication. The Series 2006C-2 (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 hereof. The Series 2006C-2 (Burke) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as trustee, in its capacity as the Series 2006C-2 Burke Trustee.

        All payments made on the Series 2006C-2 (Burke) Note shall be made to the Series 2006C-2 Burke Trustee at its principal office in Atlanta, Georgia in lawful money of the United States of America which will be immediately available on the date payment is due.

C.    The Series 2006B (Monroe) Note

        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2006B (Monroe) Note" (hereinafter referred to as the "Series 2006B (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 hereof. The aggregate principal amount of the Series 2006B (Monroe) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $43,445,000.

        The Series 2006B (Monroe) Note shall be dated the date of its authentication. The Series 2006B (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 hereof. The Series 2006B (Monroe) Note shall be authenticated and delivered to, and made payable to, U.S. Bank National Association, as trustee, in its capacity as the Series 2006B Monroe Trustee.

        All payments made on the Series 2006B (Monroe) Note shall be made to the Series 2006B Monroe Trustee at its principal office in Atlanta, Georgia in lawful money of the United States of America which will be immediately available on the date payment is due.

Section 1.2    Form of the Notes.

A.    The Series 2006C-1 (Burke) Note

        The Series 2006C-1 (Burke) Note and the Trustee's certificate of authentication for the Series 2006C-1 (Burke) Note shall be substantially in the form of Exhibit B attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

B.    The Series 2006C-2 (Burke) Note

        The Series 2006C-2 (Burke) Note and the Trustee's certificate of authentication for the Series 2006C-2 (Burke) Note shall be substantially in the form of Exhibit C attached hereto, with such

6

appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

C.    The Series 2006B (Monroe) Note

        The Series 2006B (Monroe) Note and the Trustee's certificate of authentication for the Series 2006B (Monroe) Note shall be substantially in the form of Exhibit D attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

ARTICLE II

MISCELLANEOUS

Section 2.1    This Thirty-Seventh 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 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 Thirty-Seventh Supplemental Indenture shall have the same meanings assigned to them in the Original Indenture, except in cases where the context clearly indicates otherwise.

Section 2.2    All recitals in this Thirty-Seventh 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 2.3    Whenever in this Thirty-Seventh 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 Thirty-Seventh 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 2.4    Nothing in this Thirty-Seventh 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 Thirty-Seventh Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Seventh 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 2.5    This Thirty-Seventh 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 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 2.6    To the extent permitted by applicable law, this Thirty-Seventh 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

7

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 P. O. Box 1349 Tucker, Georgia 30085-1349,
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]

8

IN WITNESS WHEREOF, the parties hereto have caused this Thirty-Seventh 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/  THOMAS A. SMITH Thomas A. Smith President and Chief Executive Officer
Signed, sealed and delivered by the Company in the presence of:		Attest:		/s/  PATRICIA N. NASH Patricia N. Nash Secretary
/s/  CINDY A. UPCHURCH Witness		[CORPORATE SEAL]
/s/  THOMAS J. BRENDIAR Notary Public
(Notarial Seal)
My commission expires:        1/27/09
[Signatures Continued on Next Page]

[Signatures Continued from Previous Page]
	Trustee:	U.S. BANK NATIONAL ASSOCIATION, a national banking association
		By:	/s/  B A DONALDSON Authorized Agent
Signed, sealed and delivered by the Trustee in the Presence of:
/s/  MICHELLE NGUYEN Witness
/s/  SYRA I ARZU Notary Public
(Notarial Seal)
My commission expires:        11/16/09

Exhibit A

        All property of the Company in the Counties in Appling, Ben Hill, Burke, Carroll, Clark, Cobb, DeKalb, Floyd, Heard, Jackson, Monroe, Talbot and Toombs, State of Georgia.

A-1

Exhibit B

[Form of Series 2006C-1 (Burke) Note]

THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2006, RELATING HERETO, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

SERIES 2006C-1 (BURKE) NOTE    DATE: OCTOBER 18, 2006

(VOGTLE PROJECT)

        OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for value received and in consideration of the agreement of the Development Authority of Burke County (the "Burke Authority") 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 2006C-1 (the "Series 2006C-1 Burke Bonds"), hereby promises to pay to U.S. Bank National Association (the "Series 2006C-1 Burke Trustee"), as assignee and pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated as of October 1, 2006, from the Burke Authority to the Series 2006C-1 Burke Trustee (the "Series 2006C-1 Indenture"), or its successor in trust, the principal sum of $50,000,000, together with interest and prepayment premium (if any) thereon as follows:

(a)

on or before each Interest Payment Date (as defined in the Series 2006C-1 Indenture), a sum which will equal the interest on the Series 2006C-1 Burke Bonds which will become due on such Interest Payment Date on the Series 2006C-1 Burke Bonds; and



(b)

on or before January 1, 2037, a sum which will equal the principal amount of the Series 2006C-1 Burke Bonds which will become due on January 1, 2037; and



(c)

on or before any redemption date for the Series 2006C-1 Burke Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the Series 2006C-1 Burke Bonds which are to be redeemed on such date.

        This Series 2006C-1 (Burke) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Burke Authority to Oglethorpe and the obligation to repay the same and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated as of October 1, 2006 (the "Agreement"), between the Burke Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2006C-1 Burke Bonds.

        This Series 2006C-1 (Burke) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-Seventh Supplemental Indenture, dated as of October 1, 2006, between Oglethorpe, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2006C-1

B-1

(Burke) Note and of the terms upon which this Series 2006C-1 (Burke) Note is authenticated and delivered. This Series 2006C-1 (Burke) Note is created by the Thirty-Seventh Supplemental Indenture and designated as the "Series 2006C-1 (Burke) Note."

        All payments hereon are to be made to the Series 2006C-1 Burke Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be immediately available on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional.

        Oglethorpe shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement.

        This Series 2006C-1 (Burke) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement.

        If the Series 2006C-1 Burke Trustee shall accelerate payment of the Series 2006C-1 Burke Bonds, all payments on this Series 2006C-1 (Burke) Note shall be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2006C-1 Burke Trustee.

        No recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceedings or otherwise.

        This Series 2006C-1 (Burke) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall have signed the form of authentication certificate endorsed hereon.

        This Series 2006C-1 (Burke) Note shall be governed by and construed in accordance with the laws of the State of Georgia.

B-2

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006C-1 (Burke) Note to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:
		Thomas A. Smith President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash Secretary

B-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Agent

B-4

Exhibit C

[Form of Series 2006C-1 (Burke) Note]

THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2006, RELATING HERETO, BETWEEN THE DEVELOPMENT AUTHORITY OF BURKE COUNTY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

SERIES 2006C-2 (BURKE) NOTE    DATE: OCTOBER 18, 2006

(VOGTLE PROJECT)

        OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for value received and in consideration of the agreement of the Development Authority of Burke County (the "Burke Authority") 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 2006C-2 (the "Series 2006C-2 Burke Bonds"), hereby promises to pay to U.S. Bank National Association (the "Series 2006C-2 Burke Trustee"), as assignee and pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated as of October 1, 2006, from the Burke Authority to the Series 2006C-2 Burke Trustee (the "Series 2006C-2 Indenture"), or its successor in trust, the principal sum of $40,105,000, together with interest and prepayment premium (if any) thereon as follows:

(a)

on or before each Interest Payment Date (as defined in the Series 2006C-2 Indenture), a sum which will equal the interest on the Series 2006C-2 Burke Bonds which will become due on such Interest Payment Date on the Series 2006C-2 Burke Bonds; and



(b)

on or before January 1, 2037, a sum which will equal the principal amount of the Series 2006C-2 Burke Bonds which will become due on January 1, 2037; and



(c)

on or before any redemption date for the Series 2006C-2 Burke Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the Series 2006C-2 Burke Bonds which are to be redeemed on such date.

        This Series 2006C-2 (Burke) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Burke Authority to Oglethorpe and the obligation to repay the same and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated as of October 1, 2006 (the "Agreement"), between the Burke Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2006C-2 Burke Bonds.

        This Series 2006C-2 (Burke) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-Seventh Supplemental Indenture, dated as of October 1, 2006, between Oglethorpe, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2006C-2

C-1

(Burke) Note and of the terms upon which this Series 2006C-2 (Burke) Note is authenticated and delivered. This Series 2006C-2 (Burke) Note is created by the Thirty-Seventh Supplemental Indenture and designated as the "Series 2006C-2 (Burke) Note."

        All payments hereon are to be made to the Series 2006C-2 Burke Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be immediately available on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional.

        Oglethorpe shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement.

        This Series 2006C-2 (Burke) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement.

        If the Series 2006C-2 Burke Trustee shall accelerate payment of the Series 2006C-2 Burke Bonds, all payments on this Series 2006C-2 (Burke) Note shall be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2006C-2 Burke Trustee.

        No recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceedings or otherwise.

        This Series 2006C-2 (Burke) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall have signed the form of authentication certificate endorsed hereon.

        This Series 2006C-2 (Burke) Note shall be governed by and construed in accordance with the laws of the State of Georgia.

C-2

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006C-2 (Burke) Note to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:
		Thomas A. Smith President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash Secretary

C-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Agent

C-4

Exhibit D

[Form of Series 2006B (Monroe) Note]

THIS NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2006, RELATING HERETO, BETWEEN THE DEVELOPMENT AUTHORITY OF MONROE COUNTY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE.

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)

SERIES 2006B (MONROE) NOTE        DATE: OCTOBER 18, 2006

(SCHERER PROJECT)

        OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for value received and in consideration of the agreement of the Development Authority of Monroe County (the "Monroe Authority") 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 2006B (the "Series 2006B Monroe Bonds"), hereby promises to pay to U.S. Bank National Association (the "Series 2006B Monroe Trustee"), as assignee and pledgee of the Monroe Authority, acting pursuant to the Trust Indenture, dated as of October 1, 2006, from the Monroe Authority to the Series 2006B Monroe Trustee (the "Series 2006B Indenture"), or its successor in trust, the principal sum of $43,445,000, together with interest and prepayment premium (if any) thereon as follows:

(a)

on or before each Interest Payment Date (as defined in the Series 2006B Indenture), a sum which will equal the interest on the Series 2006B Monroe Bonds which will become due on such Interest Payment Date on the Series 2006B Monroe Bonds; and



(b)

on or before January 1, 2036, a sum which will equal the principal amount of the Series 2006B Monroe Bonds which will become due on January 1, 2036; and



(c)

on or before any redemption date for the Series 2006B Monroe Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the Series 2006B Monroe Bonds which are to be redeemed on such date.

        This Series 2006B (Monroe) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Monroe Authority to Oglethorpe and the obligation to repay the same and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated as of October 1, 2006 (the "Agreement"), between the Monroe Authority and Oglethorpe, pursuant to which the Monroe Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2006B Monroe Bonds.

        This Series 2006B (Monroe) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the "Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-Seventh Supplemental Indenture, dated as of October 1, 2006, between Oglethorpe, as grantor, and U.S. Bank National Association, as successor to SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2006B

D-1

(Monroe) Note and of the terms upon which this Series 2006B (Monroe) Note is authenticated and delivered. This Series 2006B (Monroe) Note is created by the Thirty-Seventh Supplemental Indenture and designated as the "Series 2006B (Monroe) Note."

        All payments hereon are to be made to the Series 2006B Monroe Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be immediately available on the day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional.

        Oglethorpe shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement.

        This Series 2006B (Monroe) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement.

        If the Series 2006B Monroe Trustee shall accelerate payment of the Series 2006B Monroe Bonds, all payments on this Series 2006B (Monroe) Note shall be declared due and payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2006B Monroe Trustee.

        No recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceedings or otherwise.

        This Series 2006B (Monroe) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall have signed the form of authentication certificate endorsed hereon.

        This Series 2006B (Monroe) Note shall be governed by and construed in accordance with the laws of the State of Georgia.

D-2

IN WITNESS WHEREOF, Oglethorpe has caused this Series 2006B (Monroe) Note to be executed in its corporate name by its President and Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed.

	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION)
	By:
		Thomas A. Smith President and Chief Executive Officer
(SEAL)
Attest:
Patricia N. Nash Secretary

D-3

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Agent

D-4

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
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	To be recorded simultaneously with the Thirty-Seventh Supplemental Indenture

QuickLinks

EXHIBIT 4.7.1(ll)

EX-10.19

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.19

EMPLOYMENT AGREEMENT

        THIS AGREEMENT is effective as of January 1, 2007 ("Effective Date") between Oglethorpe Power Corporation (An Electric Membership Corporation) ("the Company") and Thomas A. Smith ("Employee"). The Company desires to employ Employee, and Employee desires to accept employment with the Company, under the following terms and conditions. Therefore, in consideration of Employee's employment with the Company and the mutual promises and conditions contained in this Agreement, the adequacy of which the parties hereby acknowledge, Employee and the Company agree as follows:

1.    Term.    Subject to the provisions for automatic renewal and termination as provided below, the term of this Agreement shall commence on the Effective Date and shall terminate at 12:01 a.m. on December 31, 2009.

(a)    Automatic Renewal.    The Agreement shall automatically be extended for an unlimited number of one-year periods, unless on or before November 30, 2007 (for the initial term), or twenty-five (25) months before the expiration of any extended term, either Party to the Agreement provides the other written notice of its desire not to automatically renew this Agreement.

2.    Position and Duties.

(a)    Employee's Title; Duties.    Employee shall serve the Company in the position of President and Chief Executive Officer. Employee shall perform all duties of this position, as assigned by the Board of Directors of the Company (or other designee).

(b)    Conflict of Interest.    During Employee's employment, Employee shall not engage in any business activity which, in the reasonable judgment of the Board of Directors, conflicts with the duties of the Employee under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

(c)    Participation in Other Boards or Similar Activities.    Notwithstanding subsection 2(b), Employee may receive compensation for participation on boards of directors or similar part-time associations, provided that such participation does not interfere with the performance of Employee's employment obligations to the Company and that such participation has been approved in advance by the Company's Board of Directors. The foregoing restrictions also shall not limit or prohibit Employee from engaging in passive investment and community, charitable and social activities not interfering with Employee's performance and obligations under this Agreement.

3.    Compensation and Related Matters.

(a)    Base Salary.    For all services rendered by Employee during the term of this Agreement, the Company shall pay Employee a minimum annual base salary of $440,869.52, payable in equal semi-monthly installments, less applicable withholdings. Employee's base salary will be subject to review and possible upward adjustment, subject to the sole discretion of the Board of Directors.

(b)    Benefits.    During the term of employment, Employee shall be entitled to receive and shall be allowed to participate in the Company's standard comprehensive benefits package on the terms and conditions as provided in the policies and practices of the Company, which may be modified from time-to-time in the sole discretion of the Company's Board of Directors. Employee agrees that no claim will arise against the Company by virtue of its Board of Directors' exercise of its rights to modify the Company's benefits package. Employee shall be entitled to a minimum of thirty-three (33) days of paid time off and an automobile or an automobile allowance and such benefits shall not be reduced during the term of this Agreement (including any extensions).

(c)    Bonus Eligibility; Performance Pay Program.    Employee will be eligible for consideration for an annual bonus and other incentive compensation plans generally available to other similarly situated employees, including but not limited to the OPC Performance Pay Program. Such a bonus,

if awarded, will be an amount determined by the Company in its sole discretion. Employee must be employed by the Company as of December 31st of the award year in order to receive it; however, in the event Employee is terminated not for Cause during the last quarter of an award year, Employee will be eligible to receive a prorated bonus based on attainment of the applicable goals during Employee's employment. Any prorated bonus will be paid in accordance with the Company's regular bonus payment schedule.

(d)    Business Expenses.    Employee is authorized to incur reasonable and documented business expenses incurred or paid by Employee on behalf of the Company in performing Employee's duties. Such reasonable expenses shall be promptly paid (or reimbursed as applicable) by the Company upon presentation of expense statements in accordance with the Company's policy.

4.    Termination and Severance.

(a)    Termination for Cause.    The Company may terminate Employee's employment with the Company at any time if it believes in good faith that it has Cause to do so. "Cause" shall be defined as: (i) Employee's failure to perform Employee's duties which causes or is likely to cause material harm to the Company or material interference with its operations; (ii) Employee's substantial, material failure to comply with the Company's written directions or policies; or (iii) Employee's engaging in conduct that is unlawful or disreputable, to the possible material detriment of the Company, its affiliates, its predecessors or successors, or Employee's own reputation; provided, however, that with respect to (i) and (ii) above, Employee has been given prompt notice of the failure and a reasonable opportunity to cure it. In the event of a termination for Cause, or in the event of Employee's death or disability (which shall be defined as an inability to perform the essential functions of Employee's position, with or without accommodation, consistent with the Company's obligations under the Americans With Disabilities Act), all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination except for any portion of Salary that is accrued and owing and any life and/or disability insurance proceeds that become payable by reason of Employee's death or disability.

(b)    Termination Not for Cause; Resignation with Good Reason.    The Company may terminate Employee's employment at any time upon two weeks' notice to the Employee. In the event the Company terminates Employee's employment not for Cause or in the event Employee resigns with Good Reason (as defined below), Employee shall receive as severance pay (in addition to accrued salary and benefits, including amounts earned during the previous year but unpaid) the following amounts in lump-sum form payable within thirty (30) days of such termination without cause: all Base Salary (at the then-applicable yearly rate) he would be entitled to receive through the then applicable term of the Agreement, provided, however, in no event shall this amount be greater than two (2) years' Base Salary nor less than one (1) years' Base Salary (at the then-applicable yearly rate, less applicable withholdings) (referred to as "Severance Pay"). No payment shall be made to the Employee under this Section prior to six (6) months after the Employee's date of termination to the extent that such payment would result in adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended.

i)    Definition of "Good Reason".    For purposes of this Section, "Good Reason" shall be defined as: (a) a demotion or material reduction or alteration of Employee's job title or job duties and responsibilities inconsistent with Employee's current position; (b) a reduction of Employee's base salary; or (c) a relocation of Employee's principal office by more than fifty (50) miles; and further provided that Good Reason may be found under this subsection 4(b)(i) without regard to whether there has been a sale or transfer of any or all of the Company's assets.

2

ii)    Medical Allowance and Outplacement Services.    In addition to the payment provided in subsection 4(b), the Company will provide (i) outplacement services to be determined by the Company for the remaining term of the Agreement or one (1) year, whichever is longer; and (ii) an amount equal to the Employee's cost for medical and dental continuation coverage pursuant to COBRA for the remaining term of the Agreement or one (1) year, whichever is longer, at the coverage type and level as is in effect as of the date of the Employee's termination of employment.

iii)    Release.    Employee will only receive Severance Pay and the additional benefits provided in subsection 4(b)(ii) if Employee signs a form releasing all claims against the Company which shall be furnished by the Company no later than 45 days after the effective termination date (or within 45 days after an arbitrator determines that Employee is entitled to such payments), and Employee does not thereafter revoke the release.

iv)    No Duty to Mitigate.    In the event Employee's employment is terminated in a manner that gives Employee a right to receive payment described in subsections 4(b) and 4(b)(ii) (collectively, "damages"), Employee shall have no obligation to mitigate such damages through subsequent employment or other earnings.

(c)    Resignation Without Good Reason.    Employee may resign employment at any time upon sixty (60) days' notice to the Company. In such event, if requested by the Company, Employee shall continue to render services and shall be paid Employee's regular salary and receive normal benefits up to the effective date of termination. In the event of a resignation without Good Reason, all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination.

5.    This Agreement to be Kept Confidential.    As a material condition to this Agreement, Employee agrees not to disclose the terms of this Agreement, without the Company's prior written permission, to anyone other than an immediate family member or an attorney, accountant or other professional advisor who agrees in advance to honor this confidentiality requirement. Employee further understands that, so long as the Company has reporting obligations under SEC regulations, the Company is not prohibited from disclosing the terms of this Agreement to the extent legally required by applicable reporting requirements. This Agreement also does not prohibit Employee from disclosing the terms of this Agreement to the extent necessary to enforce this Agreement or disclosures to the extent legally required by a subpoena or court order, provided that the Company is notified in writing of such a disclosure obligation within five (5) days after it arises. In the event that Employee violates the confidentiality obligations of this Section, the Company reserves the right to cancel this Agreement.

6.    Inventions and Confidential Information Agreement.    As a pre-condition to the effectiveness of this Agreement, Employee has executed or shall execute a standard Company Inventions and Confidential Information Agreement. Employee acknowledges and agrees that any breach by Employee of such Agreement shall constitute a violation of subsection 4(a)(ii) of this Agreement for Cause, and the Company shall have all rights and obligations provided for.

7.    Arbitration of Disputes.    Final and binding arbitration shall be the exclusive remedy for all disputes between the Company and Employee regarding the validity, interpretation or effect of this Agreement.

(a)    Procedure.    Any such arbitration shall be in accordance with the procedures of the American Arbitration Association ("AAA"). The arbitration hearing will be held before an experienced employment arbitrator or panel of arbitrators licensed to practice law in the state of Georgia and selected in accordance with the rules of the AAA. The forum for such arbitration shall be Atlanta, Georgia.

3

(b)    Required Notice.    The party seeking arbitration of a dispute under this Section must give specific written notice of any claim to the other party within six (6) months of the date the party seeking arbitration first has knowledge of the event giving rise to the dispute; otherwise, the claim shall be void and deemed waived, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

(c)    Expenses.    The Company shall initially be responsible for payment of arbitration costs, excluding Employee's attorneys' fees; provided, however, that the arbitrator shall have the authority to fashion an equitable division of costs if the arbitrator finds that such costs are unduly burdensome with respect to either party. All other costs and expenses associated with the arbitration, including but not limited to attorneys' fees, shall be borne by the party incurring the expense, unless applicable law provides for a different allocation, in which event the arbitrator can order that costs and expenses be allocated in accordance with applicable law. In any arbitration related to the breach of the terms of this Agreement, the arbitrator shall have the authority to award attorneys' fees and costs to the prevailing party.

8.    Miscellaneous.

(a)    Governing Law.    This Agreement shall be construed under, governed by, and enforced in accordance with the laws of the State of Georgia, without regard to its choice of law provisions. The Agreement shall further be construed to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

(b)    Notice.    Any notice required or desired to be given under this Agreement by Employee to the Company shall be provided in writing via hand-delivery, facsimile (with confirmation of delivery), recognized express courier, or Certified Mail to the Chairman of the Board of Directors, Oglethorpe Power Corporation, 2100 East Exchange Place, Tucker, Georgia 30085-1359, fax number: 770-270-7676. Any notice required or desired to be given under this Agreement by Company to the Employee shall be provided in writing via hand-delivery, recognized express courier, or Certified Mail to Employee at the address listed below Employee's signature or at Employee's Company office. Notice shall be deemed given upon the date of delivery. Addresses or facsimile numbers may be changed by providing notice in accordance with this Section.

(c)    Assignment and Successorship.    The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement shall also be binding upon and shall inure to the benefit of Employee and Employee's estate, but Employee may not assign any rights or delegate any duties or obligations under this Agreement, except to the extent permitted under the Company's benefit plans.

(d)    Complete Agreement.    This Agreement shall constitute the entire agreement between the parties with respect to the subjects addressed in this Agreement. Any subsequent alteration or modification to this Agreement must be made in writing and signed by both parties.

(e)    Severability.    Should any provision of this Agreement or portion be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and all other provisions of this Agreement shall survive and be applied and any invalid or unenforceable portion shall be construed or performed to preserve as much of the original words, terms, purpose and intent as shall be permitted by law.

(f)    Counterparts.    This Agreement shall be executed in duplicate counterparts. Each counterpart is deemed an original of equal dignity with the other. The official executing this Agreement on behalf of the Company represents and warrants that he or she has full requisite authority to do so.

4

(g)    Waiver of Breach.    The waiver by the Company or Employee of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by Employee or the Company, respectively.

(h)    Prior Employment Contract.    This Agreement shall supersede and replace any and all prior contracts for employment between the Company and Employee.

        So agreed, effective as of the date written on page 1 above.

EMPLOYEE:	COMPANY:
/s/ Thomas A. Smith	/s/ Benny W. Denham
Date: 11/13/06	Date: 11/13/06
Printed Name: Thomas A. Smith	Printed Name: Benny W. Denham
	Title: Chairman of the Board

5

QuickLinks

EXHIBIT 10.19

EMPLOYMENT AGREEMENT

EX-10.20

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.20

EMPLOYMENT AGREEMENT

        THIS AGREEMENT is effective as of January 1, 2007 ("Effective Date") between Oglethorpe Power Corporation (An Electric Membership Corporation) ("the Company") and Michael W. Price ("Employee"). The Company desires to employ Employee, and Employee desires to accept employment with the Company, under the following terms and conditions. Therefore, in consideration of Employee's employment with the Company and the mutual promises and conditions contained in this Agreement, the adequacy of which the parties hereby acknowledge, Employee and the Company agree as follows:

1.    Term.    Subject to the provisions for automatic renewal and termination as provided below, the term of this Agreement shall commence on the Effective Date and shall terminate at 12:01 a.m. on December 31, 2008.

(a)    Automatic Renewal.    This Agreement shall be automatically extended for one additional year, unless on or before November 30, 2007 (for the initial term), or thirteen (13) months before the expiration of any extended term, either Party provides to the other written notice of its desire not to automatically renew this Agreement.

2.    Position and Duties.

(a)    Employee's Title; Duties.    Employee shall serve the Company in the position of Chief Operating Officer. Employee shall perform all duties of this position, as assigned by the CEO, President, or the Board of Directors of the Company (or other designee).

(b)    Conflict of Interest.    During Employee's employment, Employee shall not engage in any business activity which, in the reasonable judgment of the CEO, conflicts with the duties of the Employee under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

(c)    Participation in Other Boards or Similar Activities.    Notwithstanding subsection 2(b), Employee may receive compensation for participation on boards of directors or similar part-time associations, provided that such participation does not interfere with the performance of Employee's employment obligations to the Company and that such participation has been approved in advance by the Company's CEO. The foregoing restrictions also shall not limit or prohibit Employee from engaging in passive investment and community, charitable and social activities not interfering with Employee's performance and obligations under this Agreement.

3.    Compensation and Related Matters.

(a)    Base Salary.    For all services rendered by Employee during the term of this Agreement, the Company shall pay Employee a minimum annual base salary of $255,116.16, payable in equal semi-monthly installments, less applicable withholdings. Employee's base salary will be subject to review and possible upward adjustment, subject to the sole discretion of the President and CEO.

(b)    Benefits.    During the term of employment, Employee shall be entitled to receive and shall be allowed to participate in the Company's standard comprehensive benefits package on the terms and conditions as provided in the policies and practices of the Company, which may be modified from time-to-time in the sole discretion of the Company's Board of Directors. Employee agrees that no claim will arise against the Company by virtue of its Board of Directors' exercise of its rights to modify the Company's benefits package.

(c)    Bonus Eligibility; Performance Pay Program.    Employee will be eligible for consideration for an annual bonus and other incentive compensation plans generally available to other similarly situated employees, including but not limited to the OPC Performance Pay Program. Such a bonus, if awarded, will be an amount determined by the Company in its sole discretion. Employee must be employed by the Company as of December 31st of the award year in order to receive it;

however, in the event Employee is terminated not for Cause during the last quarter of an award year, Employee will be eligible to receive a prorated bonus based on attainment of the applicable goals during Employee's employment. Any prorated bonus will be paid in accordance with the Company's regular bonus payment schedule.

(d)    Business Expenses.    Employee is authorized to incur reasonable and documented business expenses incurred or paid by Employee on behalf of the Company in performing Employee's duties. Such reasonable expenses shall be promptly paid (or reimbursed as applicable) by the Company upon presentation of expense statements in accordance with the Company's policy.

4.    Termination and Severance.

(a)    Termination for Cause.    The Company may terminate Employee's employment with the Company at any time if it believes in good faith that it has Cause to do so. "Cause" shall be defined as: (i) Employee's failure to perform Employee's duties which causes or is likely to cause material harm to the Company or material interference with its operations; (ii) Employee's substantial, material failure to comply with the Company's written directions or policies; or (iii) Employee's engaging in conduct that is unlawful or disreputable, to the possible material detriment of the Company, its affiliates, its predecessors or successors, or Employee's own reputation; provided, however, that with respect to (i) and (ii) above, Employee has been given prompt notice of the failure and a reasonable opportunity to cure it. In the event of a termination for Cause, or in the event of Employee's death or disability (which shall be defined as an inability to perform the essential functions of Employee's position, with or without accommodation, consistent with the Company's obligations under the Americans With Disabilities Act), all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination except for any portion of Salary that is accrued and owing and any life and/or disability insurance proceeds that become payable by reason of Employee's death or disability.

(b)    Termination Not for Cause; Resignation with Good Reason.    The Company may terminate Employee's employment at any time upon two weeks' notice to the Employee. In the event the Company terminates Employee's employment not for Cause or in the event Employee resigns with Good Reason (as defined below), Employee shall receive as severance pay the equivalent of one year of Employee's then-current base salary, less applicable withholdings, payable in lump-sum form (referred to as "Severance Pay"); provided, however, no payment shall be made to the Employee under this Section prior to six (6) months after the Employee's date of termination to the extent that such payment would result in adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended.

i)    Definition of "Good Reason".    For purposes of this Section, "Good Reason" shall be defined as: (a) a demotion or material reduction or alteration of Employee's job title or job duties and responsibilities inconsistent with Employee's current position; (b) a reduction of Employee's base salary; or (c) a relocation of Employee's principal office by more than fifty (50) miles; and further provided that Good Reason may be found under this subsection 4(b)(i) without regard to whether there has been a sale or transfer of any or all of the Company's assets.

ii)    Medical Allowance and Outplacement Services.    In addition to the payment provided in subsection 4(b), the Company will provide (i) six (6) months' outplacement services to be determined by the Company and (ii) an amount equal to the Employee's cost for medical and dental continuation coverage pursuant to COBRA for six (6) months at the coverage type and level as is in effect as of the date of the Employee's termination of employment.

2

iii)    Release.    Employee will only receive Severance Pay and the additional benefits provided in subsection 4(b)(ii) if Employee signs a form releasing all claims against the Company which shall be furnished by the Company no later than 45 days after the effective termination date (or within 45 days after an arbitrator determines that Employee is entitled to such payments), and Employee does not thereafter revoke the release.

iv)    No Duty to Mitigate.    In the event Employee's employment is terminated in a manner that gives Employee a right to receive payment described in subsections 4(b) and 4(b)(ii) (collectively, "damages"), Employee shall have no obligation to mitigate such damages through subsequent employment or other earnings.

(c)    Resignation Without Good Reason.    Employee may resign employment at any time upon thirty (60) days' notice to the Company. In such event, if requested by the Company, Employee shall continue to render services and shall be paid Employee's regular salary and receive normal benefits up to the effective date of termination. In the event of a resignation without Good Reason, all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination.

5.    This Agreement to be Kept Confidential.    As a material condition to this Agreement, Employee agrees not to disclose the terms of this Agreement, without the Company's prior written permission, to anyone other than an immediate family member or an attorney, accountant or other professional advisor who agrees in advance to honor this confidentiality requirement. Employee further understands that, so long as the Company has reporting obligations under SEC regulations, the Company is not prohibited from disclosing the terms of this Agreement to the extent legally required by applicable reporting requirements. This Agreement also does not prohibit Employee from disclosing the terms of this Agreement to the extent necessary to enforce this Agreement or disclosures to the extent legally required by a subpoena or court order, provided that the Company is notified in writing of such a disclosure obligation within five (5) days after it arises. In the event that Employee violates the confidentiality obligations of this Section, the Company reserves the right to cancel this Agreement.

6.    Inventions and Confidential Information Agreement.    As a pre-condition to the effectiveness of this Agreement, Employee has executed or shall execute a standard Company Inventions and Confidential Information Agreement. Employee acknowledges and agrees that any breach by Employee of such Agreement shall constitute a violation of subsection 4(a)(ii) of this Agreement for Cause, and the Company shall have all rights and obligations provided for.

7.    Arbitration of Disputes.    Final and binding arbitration shall be the exclusive remedy for all disputes between the Company and Employee regarding the validity, interpretation or effect of this Agreement.

(a)    Procedure.    Any such arbitration shall be in accordance with the procedures of the American Arbitration Association ("AAA"). The arbitration hearing will be held before an experienced employment arbitrator or panel of arbitrators licensed to practice law in the state of Georgia and selected in accordance with the rules of the AAA. The forum for such arbitration shall be Atlanta, Georgia.

(b)    Required Notice.    The party seeking arbitration of a dispute under this Section must give specific written notice of any claim to the other party within six (6) months of the date the party seeking arbitration first has knowledge of the event giving rise to the dispute; otherwise, the claim shall be void and deemed waived, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

(c)    Expenses.    The Company shall initially be responsible for payment of arbitration costs, excluding Employee's attorneys' fees; provided, however, that the arbitrator shall have the authority to fashion an equitable division of costs if the arbitrator finds that such costs are unduly

3

burdensome with respect to either party. All other costs and expenses associated with the arbitration, including but not limited to attorneys' fees, shall be borne by the party incurring the expense, unless applicable law provides for a different allocation, in which event the arbitrator can order that costs and expenses be allocated in accordance with applicable law. In any arbitration related to the breach of the terms of this Agreement, the arbitrator shall have the authority to award attorneys' fees and costs to the prevailing party.

8.    Miscellaneous.

(a)    Governing Law.    This Agreement shall be construed under, governed by, and enforced in accordance with the laws of the State of Georgia, without regard to its choice of law provisions. This Agreement shall further be construed to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

(b)    Notice.    Any notice required or desired to be given under this Agreement by Employee to the Company shall be provided in writing via hand-delivery, facsimile (with confirmation of delivery), recognized express courier, or Certified Mail to Director of Human Resources, Oglethorpe Power Corporation, 2100 East Exchange Place, Tucker, Georgia 30085-1359, fax number: 770-270-7676. Any notice required or desired to be given under this Agreement by Company to the Employee shall be provided in writing via hand-delivery, recognized express courier, or Certified Mail to Employee at the address listed below Employee's signature or at Employee's Company office. Notice shall be deemed given upon the date of delivery. Addresses or facsimile numbers may be changed by providing notice in accordance with this Section.

(c)    Assignment and Successorship.    The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement shall also be binding upon and shall inure to the benefit of Employee and Employee's estate, but Employee may not assign any rights or delegate any duties or obligations under this Agreement, except to the extent permitted under the Company's benefit plans.

(d)    Complete Agreement.    This Agreement shall constitute the entire agreement between the parties with respect to the subjects addressed in this Agreement. Any subsequent alteration or modification to this Agreement must be made in writing and signed by both parties.

(e)    Severability.    Should any provision of this Agreement or portion be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and all other provisions of this Agreement shall survive and be applied and any invalid or unenforceable portion shall be construed or performed to preserve as much of the original words, terms, purpose and intent as shall be permitted by law.

(f)    Counterparts.    This Agreement shall be executed in duplicate counterparts. Each counterpart is deemed an original of equal dignity with the other. The official executing this Agreement on behalf of the Company represents and warrants that he or she has full requisite authority to do so.

(g)    Waiver of Breach.    The waiver by the Company or Employee of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by Employee or the Company, respectively.

(h)    Prior Employment Contract.    This Agreement shall supersede and replace any and all prior contracts for employment between the Company and Employee.

4

        So agreed, effective as of the date written on page 1 above.

EMPLOYEE:	COMPANY:
/s/ Michael W. Price	/s/ Thomas A. Smith
Date: 1/9/07	Date: 12/29/06
Printed Name: Michael W. Price	Printed Name: Thomas A. Smith
	Title: President & CEO

5

QuickLinks

EXHIBIT 10.20

EMPLOYMENT AGREEMENT

EX-10.21

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.21

EMPLOYMENT AGREEMENT

        THIS AGREEMENT is effective as of January 1, 2007 ("Effective Date") between Oglethorpe Power Corporation (An Electric Membership Corporation) ("the Company") and Elizabeth Bush Higgins ("Employee"). The Company desires to employ Employee, and Employee desires to accept employment with the Company, under the following terms and conditions. Therefore, in consideration of Employee's employment with the Company and the mutual promises and conditions contained in this Agreement, the adequacy of which the parties hereby acknowledge, Employee and the Company agree as follows:

1.    Term.    Subject to the provisions for automatic renewal and termination as provided below, the term of this Agreement shall commence on the Effective Date and shall terminate at 12:01 a.m. on December 31, 2008.

(a)    Automatic Renewal.    This Agreement shall be automatically extended for one additional year, unless on or before November 30, 2007 (for the initial term), or thirteen (13) months before the expiration of any extended term, either Party provides to the other written notice of its desire not to automatically renew this Agreement.

2.    Position and Duties.

(a)    Employee's Title; Duties.    Employee shall serve the Company in the position of Chief Financial Officer. Employee shall perform all duties of this position, as assigned by the CEO, President, or the Board of Directors of the Company (or other designee).

(b)    Conflict of Interest.    During Employee's employment, Employee shall not engage in any business activity which, in the reasonable judgment of the CEO, conflicts with the duties of the Employee under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

(c)    Participation in Other Boards or Similar Activities.    Notwithstanding subsection 2(b), Employee may receive compensation for participation on boards of directors or similar part-time associations, provided that such participation does not interfere with the performance of Employee's employment obligations to the Company and that such participation has been approved in advance by the Company's CEO. The foregoing restrictions also shall not limit or prohibit Employee from engaging in passive investment and community, charitable and social activities not interfering with Employee's performance and obligations under this Agreement.

3.    Compensation and Related Matters.

(a)    Base Salary.    For all services rendered by Employee during the term of this Agreement, the Company shall pay Employee a minimum annual base salary of $246,886.64, payable in equal semi-monthly installments, less applicable withholdings. Employee's base salary will be subject to review and possible upward adjustment, subject to the sole discretion of the President and CEO.

(b)    Benefits.    During the term of employment, Employee shall be entitled to receive and shall be allowed to participate in the Company's standard comprehensive benefits package on the terms and conditions as provided in the policies and practices of the Company, which may be modified from time-to-time in the sole discretion of the Company's Board of Directors. Employee agrees that no claim will arise against the Company by virtue of its Board of Directors' exercise of its rights to modify the Company's benefits package. Employee shall be entitled to a minimum of twenty-eight (28) days of paid time off, which shall not be reduced during the term of this Agreement (including any extensions).

(c)    Bonus Eligibility; Performance Pay Program.    Employee will be eligible for consideration for an annual bonus and other incentive compensation plans generally available to other similarly situated employees, including but not limited to the OPC Performance Pay Program. Such a bonus,

if awarded, will be an amount determined by the Company in its sole discretion. Employee must be employed by the Company as of December 31st of the award year in order to receive it; however, in the event Employee is terminated not for Cause during the last quarter of an award year, Employee will be eligible to receive a prorated bonus based on attainment of the applicable goals during Employee's employment. Any prorated bonus will be paid in accordance with the Company's regular bonus payment schedule.

(d)    Business Expenses.    Employee is authorized to incur reasonable and documented business expenses incurred or paid by Employee on behalf of the Company in performing Employee's duties. Such reasonable expenses shall be promptly paid (or reimbursed as applicable) by the Company upon presentation of expense statements in accordance with the Company's policy.

4.    Termination and Severance.

(a)    Termination for Cause.    The Company may terminate Employee's employment with the Company at any time if it believes in good faith that it has Cause to do so. "Cause" shall be defined as: (i) Employee's failure to perform Employee's duties which causes or is likely to cause material harm to the Company or material interference with its operations; (ii) Employee's substantial, material failure to comply with the Company's written directions or policies; or (iii) Employee's engaging in conduct that is unlawful or disreputable, to the possible material detriment of the Company, its affiliates, its predecessors or successors, or Employee's own reputation; provided, however, that with respect to (i) and (ii) above, Employee has been given prompt notice of the failure and a reasonable opportunity to cure it. In the event of a termination for Cause, or in the event of Employee's death or disability (which shall be defined as an inability to perform the essential functions of Employee's position, with or without accommodation, consistent with the Company's obligations under the Americans With Disabilities Act), all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination except for any portion of Salary that is accrued and owing and any life and/or disability insurance proceeds that become payable by reason of Employee's death or disability.

(b)    Termination Not for Cause; Resignation with Good Reason.    The Company may terminate Employee's employment at any time upon two weeks' notice to the Employee. In the event the Company terminates Employee's employment not for Cause or in the event Employee resigns with Good Reason (as defined below), Employee shall receive as severance pay the equivalent of one year of Employee's then-current base salary, less applicable withholdings, payable in lump-sum form (referred to as "Severance Pay"); provided, however, no payment shall be made to the Employee under this Section prior to six (6) months after the Employee's date of termination to the extent that such payment would result in adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended.

i)    Definition of "Good Reason".    For purposes of this Section, "Good Reason" shall be defined as: (a) a demotion or material reduction or alteration of Employee's job title or job duties and responsibilities inconsistent with Employee's current position; (b) a reduction of Employee's base salary; or (c) a relocation of Employee's principal office by more than fifty (50) miles; and further provided that Good Reason may be found under this subsection 4(b)(i) without regard to whether there has been a sale or transfer of any or all of the Company's assets.

ii)    Medical Allowance and Outplacement Services.    In addition to the payment provided in subsection 4(b), the Company will provide (i) six (6) months' outplacement services to be determined by the Company and (ii) an amount equal to the Employee's cost for medical and dental continuation coverage pursuant to COBRA for six (6) months at the coverage type and level as is in effect as of the date of the Employee's termination of employment.

2

iii)    Release.    Employee will only receive Severance Pay and the additional benefits provided in subsection 4(b)(ii) if Employee signs a form releasing all claims against the Company which shall be furnished by the Company no later than 45 days after the effective termination date (or within 45 days after an arbitrator determines that Employee is entitled to such payments), and Employee does not thereafter revoke the release.

iv)    No Duty to Mitigate.    In the event Employee's employment is terminated in a manner that gives Employee a right to receive payment described in subsections 4(b) and 4(b)(ii) (collectively, "damages"), Employee shall have no obligation to mitigate such damages through subsequent employment or other earnings.

(c)    Resignation Without Good Reason.    Employee may resign employment at any time upon thirty (60) days' notice to the Company. In such event, if requested by the Company, Employee shall continue to render services and shall be paid Employee's regular salary and receive normal benefits up to the effective date of termination. In the event of a resignation without Good Reason, all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination.

5.    This Agreement to be Kept Confidential.    As a material condition to this Agreement, Employee agrees not to disclose the terms of this Agreement, without the Company's prior written permission, to anyone other than an immediate family member or an attorney, accountant or other professional advisor who agrees in advance to honor this confidentiality requirement. Employee further understands that, so long as the Company has reporting obligations under SEC regulations, the Company is not prohibited from disclosing the terms of this Agreement to the extent legally required by applicable reporting requirements. This Agreement also does not prohibit Employee from disclosing the terms of this Agreement to the extent necessary to enforce this Agreement or disclosures to the extent legally required by a subpoena or court order, provided that the Company is notified in writing of such a disclosure obligation within five (5) days after it arises. In the event that Employee violates the confidentiality obligations of this Section, the Company reserves the right to cancel this Agreement.

6.    Inventions and Confidential Information Agreement.    As a pre-condition to the effectiveness of this Agreement, Employee has executed or shall execute a standard Company Inventions and Confidential Information Agreement. Employee acknowledges and agrees that any breach by Employee of such Agreement shall constitute a violation of subsection 4(a)(ii) of this Agreement for Cause, and the Company shall have all rights and obligations provided for.

7.    Arbitration of Disputes.    Final and binding arbitration shall be the exclusive remedy for all disputes between the Company and Employee regarding the validity, interpretation or effect of this Agreement.

(a)    Procedure.    Any such arbitration shall be in accordance with the procedures of the American Arbitration Association ("AAA"). The arbitration hearing will be held before an experienced employment arbitrator or panel of arbitrators licensed to practice law in the state of Georgia and selected in accordance with the rules of the AAA. The forum for such arbitration shall be Atlanta, Georgia.

(b)    Required Notice.    The party seeking arbitration of a dispute under this Section must give specific written notice of any claim to the other party within six (6) months of the date the party seeking arbitration first has knowledge of the event giving rise to the dispute; otherwise, the claim shall be void and deemed waived, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

(c)    Expenses.    The Company shall initially be responsible for payment of arbitration costs, excluding Employee's attorneys' fees; provided, however, that the arbitrator shall have the authority to fashion an equitable division of costs if the arbitrator finds that such costs are unduly

3

burdensome with respect to either party. All other costs and expenses associated with the arbitration, including but not limited to attorneys' fees, shall be borne by the party incurring the expense, unless applicable law provides for a different allocation, in which event the arbitrator can order that costs and expenses be allocated in accordance with applicable law. In any arbitration related to the breach of the terms of this Agreement, the arbitrator shall have the authority to award attorneys' fees and costs to the prevailing party.

8.    Miscellaneous.

(a)    Governing Law.    This Agreement shall be construed under, governed by, and enforced in accordance with the laws of the State of Georgia, without regard to its choice of law provisions. This Agreement shall further be construed to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

(b)    Notice.    Any notice required or desired to be given under this Agreement by Employee to the Company shall be provided in writing via hand-delivery, facsimile (with confirmation of delivery), recognized express courier, or Certified Mail to Director of Human Resources, Oglethorpe Power Corporation, 2100 East Exchange Place, Tucker, Georgia 30085-1359, fax number: 770-270-7676. Any notice required or desired to be given under this Agreement by Company to the Employee shall be provided in writing via hand-delivery, recognized express courier, or Certified Mail to Employee at the address listed below Employee's signature or at Employee's Company office. Notice shall be deemed given upon the date of delivery. Addresses or facsimile numbers may be changed by providing notice in accordance with this Section.

(c)    Assignment and Successorship.    The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement shall also be binding upon and shall inure to the benefit of Employee and Employee's estate, but Employee may not assign any rights or delegate any duties or obligations under this Agreement, except to the extent permitted under the Company's benefit plans.

(d)    Complete Agreement.    This Agreement shall constitute the entire agreement between the parties with respect to the subjects addressed in this Agreement. Any subsequent alteration or modification to this Agreement must be made in writing and signed by both parties.

(e)    Severability.    Should any provision of this Agreement or portion be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and all other provisions of this Agreement shall survive and be applied and any invalid or unenforceable portion shall be construed or performed to preserve as much of the original words, terms, purpose and intent as shall be permitted by law.

(f)    Counterparts.    This Agreement shall be executed in duplicate counterparts. Each counterpart is deemed an original of equal dignity with the other. The official executing this Agreement on behalf of the Company represents and warrants that he or she has full requisite authority to do so.

(g)    Waiver of Breach.    The waiver by the Company or Employee of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by Employee or the Company, respectively.

(h)    Prior Employment Contract.    This Agreement shall supersede and replace any and all prior contracts for employment between the Company and Employee.

4

        So agreed, effective as of the date written on page 1 above.

EMPLOYEE:	COMPANY:
/s/ Elizabeth B. Higgins	/s/ Thomas A. Smith
Date: 1/4/07	Date: 12/29/06
Printed Name: Elizabeth B. Higgins	Printed Name: Thomas A. Smith
	Title: President & CEO

5

QuickLinks

EXHIBIT 10.21

EMPLOYMENT AGREEMENT

EX-10.22

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.22

EMPLOYMENT AGREEMENT

        THIS AGREEMENT is effective as of January 1, 2007 ("Effective Date") between Oglethorpe Power Corporation (An Electric Membership Corporation) ("the Company") and Jami G. Reusch ("Employee"). The Company desires to employ Employee, and Employee desires to accept employment with the Company, under the following terms and conditions. Therefore, in consideration of Employee's employment with the Company and the mutual promises and conditions contained in this Agreement, the adequacy of which the parties hereby acknowledge, Employee and the Company agree as follows:

1.    Term.    Subject to the provisions for automatic renewal and termination as provided below, the term of this Agreement shall commence on the Effective Date and shall terminate at 12:01 a.m. on December 31, 2008.

(a)    Automatic Renewal.    This Agreement shall be automatically extended for one additional year, unless on or before November 30, 2007 (for the initial term), or thirteen (13) months before the expiration of any extended term, either Party provides to the other written notice of its desire not to automatically renew this Agreement.

2.    Position and Duties.

(a)    Employee's Title; Duties.    Employee shall serve the Company in the position of Vice President, Human Resources. Employee shall perform all duties of this position, as assigned by the CEO, President, or the Board of Directors of the Company (or other designee).

(b)    Conflict of Interest.    During Employee's employment, Employee shall not engage in any business activity which, in the reasonable judgment of the CEO, conflicts with the duties of the Employee under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

(c)    Participation in Other Boards or Similar Activities.    Notwithstanding subsection 2(b), Employee may receive compensation for participation on boards of directors or similar part-time associations, provided that such participation does not interfere with the performance of Employee's employment obligations to the Company and that such participation has been approved in advance by the Company's CEO. The foregoing restrictions also shall not limit or prohibit Employee from engaging in passive investment and community, charitable and social activities not interfering with Employee's performance and obligations under this Agreement.

3.    Compensation and Related Matters.

(a)    Base Salary.    For all services rendered by Employee during the term of this Agreement, the Company shall pay Employee a minimum annual base salary of $148,596.25, payable in equal semi-monthly installments, less applicable withholdings. Employee's base salary will be subject to review and possible upward adjustment, subject to the sole discretion of the President and CEO.

(b)    Benefits.    During the term of employment, Employee shall be entitled to receive and shall be allowed to participate in the Company's standard comprehensive benefits package on the terms and conditions as provided in the policies and practices of the Company, which may be modified from time-to-time in the sole discretion of the Company's Board of Directors. Employee agrees that no claim will arise against the Company by virtue of its Board of Directors' exercise of its rights to modify the Company's benefits package.

(c)    Bonus Eligibility; Performance Pay Program.    Employee will be eligible for consideration for an annual bonus and other incentive compensation plans generally available to other similarly situated employees, including but not limited to the OPC Performance Pay Program. Such a bonus, if awarded, will be an amount determined by the Company in its sole discretion. Employee must be employed by the Company as of December 31st of the award year in order to receive it; however, in the event Employee is terminated not for Cause during the last quarter of an award

year, Employee will be eligible to receive a prorated bonus based on attainment of the applicable goals during Employee's employment. Any prorated bonus will be paid in accordance with the Company's regular bonus payment schedule.

(d)    Business Expenses.    Employee is authorized to incur reasonable and documented business expenses incurred or paid by Employee on behalf of the Company in performing Employee's duties. Such reasonable expenses shall be promptly paid (or reimbursed as applicable) by the Company upon presentation of expense statements in accordance with the Company's policy.

4.    Termination and Severance.

(a)    Termination for Cause.    The Company may terminate Employee's employment with the Company at any time if it believes in good faith that it has Cause to do so. "Cause" shall be defined as: (i) Employee's failure to perform Employee's duties which causes or is likely to cause material harm to the Company or material interference with its operations; (ii) Employee's substantial, material failure to comply with the Company's written directions or policies; or (iii) Employee's engaging in conduct that is unlawful or disreputable, to the possible material detriment of the Company, its affiliates, its predecessors or successors, or Employee's own reputation; provided, however, that with respect to (i) and (ii) above, Employee has been given prompt notice of the failure and a reasonable opportunity to cure it. In the event of a termination for Cause, or in the event of Employee's death or disability (which shall be defined as an inability to perform the essential functions of Employee's position, with or without accommodation, consistent with the Company's obligations under the Americans With Disabilities Act), all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination except for any portion of Salary that is accrued and owing and any life and/or disability insurance proceeds that become payable by reason of Employee's death or disability.

(b)    Termination Not for Cause; Resignation with Good Reason.    The Company may terminate Employee's employment at any time upon two weeks' notice to the Employee. In the event the Company terminates Employee's employment not for Cause or in the event Employee resigns with Good Reason (as defined below), Employee shall receive as severance pay the equivalent of one year of Employee's then-current base salary, less applicable withholdings, payable in lump-sum form (referred to as "Severance Pay"); provided, however, no payment shall be made to the Employee under this Section prior to six (6) months after the Employee's date of termination to the extent that such payment would result in adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended.

i)    Definition of "Good Reason".    For purposes of this Section, "Good Reason" shall be defined as: (a) a demotion or material reduction or alteration of Employee's job title or job duties and responsibilities inconsistent with Employee's current position; (b) a reduction of Employee's base salary; or (c) a relocation of Employee's principal office by more than fifty (50) miles; and further provided that Good Reason may be found under this subsection 4(b)(i) without regard to whether there has been a sale or transfer of any or all of the Company's assets.

ii)    Medical Allowance and Outplacement Services.    In addition to the payment provided in subsection 4(b), the Company will provide (i) six (6) months' outplacement services to be determined by the Company and (ii) an amount equal to the Employee's cost for medical and dental continuation coverage pursuant to COBRA for six (6) months at the coverage type and level as is in effect as of the date of the Employee's termination of employment.

iii)    Release.    Employee will only receive Severance Pay and the additional benefits provided in subsection 4(b)(ii) if Employee signs a form releasing all claims against the

2

Company which shall be furnished by the Company no later than 45 days after the effective termination date (or within 45 days after an arbitrator determines that Employee is entitled to such payments), and Employee does not thereafter revoke the release.

iv)    No Duty to Mitigate.    In the event Employee's employment is terminated in a manner that gives Employee a right to receive payment described in subsections 4(b) and 4(b)(ii) (collectively, "damages"), Employee shall have no obligation to mitigate such damages through subsequent employment or other earnings.

(c)    Resignation Without Good Reason.    Employee may resign employment at any time upon thirty (60) days' notice to the Company. In such event, if requested by the Company, Employee shall continue to render services and shall be paid Employee's regular salary and receive normal benefits up to the effective date of termination. In the event of a resignation without Good Reason, all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination.

5.    This Agreement to be Kept Confidential.    As a material condition to this Agreement, Employee agrees not to disclose the terms of this Agreement, without the Company's prior written permission, to anyone other than an immediate family member or an attorney, accountant or other professional advisor who agrees in advance to honor this confidentiality requirement. Employee further understands that, so long as the Company has reporting obligations under SEC regulations, the Company is not prohibited from disclosing the terms of this Agreement to the extent legally required by applicable reporting requirements. This Agreement also does not prohibit Employee from disclosing the terms of this Agreement to the extent necessary to enforce this Agreement or disclosures to the extent legally required by a subpoena or court order, provided that the Company is notified in writing of such a disclosure obligation within five (5) days after it arises. In the event that Employee violates the confidentiality obligations of this Section, the Company reserves the right to cancel this Agreement.

6.    Inventions and Confidential Information Agreement.    As a pre-condition to the effectiveness of this Agreement, Employee has executed or shall execute a standard Company Inventions and Confidential Information Agreement. Employee acknowledges and agrees that any breach by Employee of such Agreement shall constitute a violation of subsection 4(a)(ii) of this Agreement for Cause, and the Company shall have all rights and obligations provided for.

7.    Arbitration of Disputes.    Final and binding arbitration shall be the exclusive remedy for all disputes between the Company and Employee regarding the validity, interpretation or effect of this Agreement.

(a)    Procedure.    Any such arbitration shall be in accordance with the procedures of the American Arbitration Association ("AAA"). The arbitration hearing will be held before an experienced employment arbitrator or panel of arbitrators licensed to practice law in the state of Georgia and selected in accordance with the rules of the AAA. The forum for such arbitration shall be Atlanta, Georgia.

(b)    Required Notice.    The party seeking arbitration of a dispute under this Section must give specific written notice of any claim to the other party within six (6) months of the date the party seeking arbitration first has knowledge of the event giving rise to the dispute; otherwise, the claim shall be void and deemed waived, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

(c)    Expenses.    The Company shall initially be responsible for payment of arbitration costs, excluding Employee's attorneys' fees; provided, however, that the arbitrator shall have the authority to fashion an equitable division of costs if the arbitrator finds that such costs are unduly burdensome with respect to either party. All other costs and expenses associated with the arbitration, including but not limited to attorneys' fees, shall be borne by the party incurring the

3

expense, unless applicable law provides for a different allocation, in which event the arbitrator can order that costs and expenses be allocated in accordance with applicable law. In any arbitration related to the breach of the terms of this Agreement, the arbitrator shall have the authority to award attorneys' fees and costs to the prevailing party.

8.    Miscellaneous.

(a)    Governing Law.    This Agreement shall be construed under, governed by, and enforced in accordance with the laws of the State of Georgia, without regard to its choice of law provisions. This Agreement shall further be construed to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

(b)    Notice.    Any notice required or desired to be given under this Agreement by Employee to the Company shall be provided in writing via hand-delivery, facsimile (with confirmation of delivery), recognized express courier, or Certified Mail to President and CEO, Oglethorpe Power Corporation, 2100 East Exchange Place, Tucker, Georgia 30085-1359, fax number: 770-270-7676. Any notice required or desired to be given under this Agreement by Company to the Employee shall be provided in writing via hand-delivery, recognized express courier, or Certified Mail to Employee at the address listed below Employee's signature or at Employee's Company office. Notice shall be deemed given upon the date of delivery. Addresses or facsimile numbers may be changed by providing notice in accordance with this Section.

(c)    Assignment and Successorship.    The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement shall also be binding upon and shall inure to the benefit of Employee and Employee's estate, but Employee may not assign any rights or delegate any duties or obligations under this Agreement, except to the extent permitted under the Company's benefit plans.

(d)    Complete Agreement.    This Agreement shall constitute the entire agreement between the parties with respect to the subjects addressed in this Agreement. Any subsequent alteration or modification to this Agreement must be made in writing and signed by both parties.

(e)    Severability.    Should any provision of this Agreement or portion be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and all other provisions of this Agreement shall survive and be applied and any invalid or unenforceable portion shall be construed or performed to preserve as much of the original words, terms, purpose and intent as shall be permitted by law.

(f)    Counterparts.    This Agreement shall be executed in duplicate counterparts. Each counterpart is deemed an original of equal dignity with the other. The official executing this Agreement on behalf of the Company represents and warrants that he or she has full requisite authority to do so.

(g)    Waiver of Breach.    The waiver by the Company or Employee of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by Employee or the Company, respectively.

(h)    Prior Employment Contract.    This Agreement shall supersede and replace any and all prior contracts for employment between the Company and Employee.

4

        So agreed, effective as of the date written on page 1 above.

EMPLOYEE:	COMPANY:
/s/ Jami G. Reusch	/s/ Thomas A. Smith
Date: 1/22/07	Date: 12/29/06
Printed Name: Jami G. Reusch	Printed Name: Thomas A. Smith
	Title: President & CEO

5

QuickLinks

EXHIBIT 10.22

EMPLOYMENT AGREEMENT

EX-10.23

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.23

EMPLOYMENT AGREEMENT

        THIS AGREEMENT is effective as of January 1, 2007 ("Effective Date") between Oglethorpe Power Corporation (An Electric Membership Corporation) ("the Company") and William F. Ussery ("Employee"). The Company desires to employ Employee, and Employee desires to accept employment with the Company, under the following terms and conditions. Therefore, in consideration of Employee's employment with the Company and the mutual promises and conditions contained in this Agreement, the adequacy of which the parties hereby acknowledge, Employee and the Company agree as follows:

1.    Term.    Subject to the provisions for automatic renewal and termination as provided below, the term of this Agreement shall commence on the Effective Date and shall terminate at 12:01 a.m. on December 31, 2008.

(a)    Automatic Renewal.    This Agreement shall be automatically extended for one additional year, unless on or before November 30, 2007 (for the initial term), or thirteen (13) months before the expiration of any extended term, either Party provides to the other written notice of its desire not to automatically renew this Agreement.

2.    Position and Duties.

(a)    Employee's Title; Duties.    Employee shall serve the Company in the position of Senior Vice President, Member and External Relations. Employee shall perform all duties of this position, as assigned by the CEO, President, or the Board of Directors of the Company (or other designee).

(b)    Conflict of Interest.    During Employee's employment, Employee shall not engage in any business activity which, in the reasonable judgment of the CEO, conflicts with the duties of the Employee under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

(c)    Participation in Other Boards or Similar Activities.    Notwithstanding subsection 2(b), Employee may receive compensation for participation on boards of directors or similar part-time associations, provided that such participation does not interfere with the performance of Employee's employment obligations to the Company and that such participation has been approved in advance by the Company's CEO. The foregoing restrictions also shall not limit or prohibit Employee from engaging in passive investment and community, charitable and social activities not interfering with Employee's performance and obligations under this Agreement.

3.    Compensation and Related Matters.

(a)    Base Salary.    For all services rendered by Employee during the term of this Agreement, the Company shall pay Employee a minimum annual base salary of $171,700.00, payable in equal semi-monthly installments, less applicable withholdings. Employee's base salary will be subject to review and possible upward adjustment, subject to the sole discretion of the President and CEO.

(b)    Benefits.    During the term of employment, Employee shall be entitled to receive and shall be allowed to participate in the Company's standard comprehensive benefits package on the terms and conditions as provided in the policies and practices of the Company, which may be modified from time-to-time in the sole discretion of the Company's Board of Directors. Employee agrees that no claim will arise against the Company by virtue of its Board of Directors' exercise of its rights to modify the Company's benefits package.

(c)    Bonus Eligibility; Performance Pay Program.    Employee will be eligible for consideration for an annual bonus and other incentive compensation plans generally available to other similarly situated employees, including but not limited to the OPC Performance Pay Program. Such a bonus, if awarded, will be an amount determined by the Company in its sole discretion. Employee must be employed by the Company as of December 31st of the award year in order to receive it;

however, in the event Employee is terminated not for Cause during the last quarter of an award year, Employee will be eligible to receive a prorated bonus based on attainment of the applicable goals during Employee's employment. Any prorated bonus will be paid in accordance with the Company's regular bonus payment schedule.

(d)    Business Expenses.    Employee is authorized to incur reasonable and documented business expenses incurred or paid by Employee on behalf of the Company in performing Employee's duties. Such reasonable expenses shall be promptly paid (or reimbursed as applicable) by the Company upon presentation of expense statements in accordance with the Company's policy.

4.    Termination and Severance.

(a)    Termination for Cause.    The Company may terminate Employee's employment with the Company at any time if it believes in good faith that it has Cause to do so. "Cause" shall be defined as: (i) Employee's failure to perform Employee's duties which causes or is likely to cause material harm to the Company or material interference with its operations; (ii) Employee's substantial, material failure to comply with the Company's written directions or policies; or (iii) Employee's engaging in conduct that is unlawful or disreputable, to the possible material detriment of the Company, its affiliates, its predecessors or successors, or Employee's own reputation; provided, however, that with respect to (i) and (ii) above, Employee has been given prompt notice of the failure and a reasonable opportunity to cure it. In the event of a termination for Cause, or in the event of Employee's death or disability (which shall be defined as an inability to perform the essential functions of Employee's position, with or without accommodation, consistent with the Company's obligations under the Americans With Disabilities Act), all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination except for any portion of Salary that is accrued and owing and any life and/or disability insurance proceeds that become payable by reason of Employee's death or disability.

(b)    Termination Not for Cause; Resignation with Good Reason.    The Company may terminate Employee's employment at any time upon two weeks' notice to the Employee. In the event the Company terminates Employee's employment not for Cause or in the event Employee resigns with Good Reason (as defined below), Employee shall receive as severance pay the equivalent of one year of Employee's then-current base salary, less applicable withholdings, payable in lump-sum form (referred to as "Severance Pay"); provided, however, no payment shall be made to the Employee under this Section prior to six (6) months after the Employee's date of termination to the extent that such payment would result in adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended.

i)    Definition of "Good Reason".    For purposes of this Section, "Good Reason" shall be defined as: (a) a demotion or material reduction or alteration of Employee's job title or job duties and responsibilities inconsistent with Employee's current position; (b) a reduction of Employee's base salary; or (c) a relocation of Employee's principal office by more than fifty (50) miles; and further provided that Good Reason may be found under this subsection 4(b)(i) without regard to whether there has been a sale or transfer of any or all of the Company's assets.

ii)    Medical Allowance and Outplacement Services.    In addition to the payment provided in subsection 4(b), the Company will provide (i) six (6) months' outplacement services to be determined by the Company and (ii) an amount equal to the Employee's cost for medical and dental continuation coverage pursuant to COBRA for six (6) months at the coverage type and level as is in effect as of the date of the Employee's termination of employment.

2

iii)    Release.    Employee will only receive Severance Pay and the additional benefits provided in subsection 4(b)(ii) if Employee signs a form releasing all claims against the Company which shall be furnished by the Company no later than 45 days after the effective termination date (or within 45 days after an arbitrator determines that Employee is entitled to such payments), and Employee does not thereafter revoke the release.

iv)    No Duty to Mitigate.    In the event Employee's employment is terminated in a manner that gives Employee a right to receive payment described in subsections 4(b) and 4(b)(ii) (collectively, "damages"), Employee shall have no obligation to mitigate such damages through subsequent employment or other earnings.

(c)    Resignation Without Good Reason.    Employee may resign employment at any time upon thirty (60) days' notice to the Company. In such event, if requested by the Company, Employee shall continue to render services and shall be paid Employee's regular salary and receive normal benefits up to the effective date of termination. In the event of a resignation without Good Reason, all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination.

5.    This Agreement to be Kept Confidential.    As a material condition to this Agreement, Employee agrees not to disclose the terms of this Agreement, without the Company's prior written permission, to anyone other than an immediate family member or an attorney, accountant or other professional advisor who agrees in advance to honor this confidentiality requirement. Employee further understands that, so long as the Company has reporting obligations under SEC regulations, the Company is not prohibited from disclosing the terms of this Agreement to the extent legally required by applicable reporting requirements. This Agreement also does not prohibit Employee from disclosing the terms of this Agreement to the extent necessary to enforce this Agreement or disclosures to the extent legally required by a subpoena or court order, provided that the Company is notified in writing of such a disclosure obligation within five (5) days after it arises. In the event that Employee violates the confidentiality obligations of this Section, the Company reserves the right to cancel this Agreement.

6.    Inventions and Confidential Information Agreement.    As a pre-condition to the effectiveness of this Agreement, Employee has executed or shall execute a standard Company Inventions and Confidential Information Agreement. Employee acknowledges and agrees that any breach by Employee of such Agreement shall constitute a violation of subsection 4(a)(ii) of this Agreement for Cause, and the Company shall have all rights and obligations provided for.

7.    Arbitration of Disputes.    Final and binding arbitration shall be the exclusive remedy for all disputes between the Company and Employee regarding the validity, interpretation or effect of this Agreement.

(a)    Procedure.    Any such arbitration shall be in accordance with the procedures of the American Arbitration Association ("AAA"). The arbitration hearing will be held before an experienced employment arbitrator or panel of arbitrators licensed to practice law in the state of Georgia and selected in accordance with the rules of the AAA. The forum for such arbitration shall be Atlanta, Georgia.

(b)    Required Notice.    The party seeking arbitration of a dispute under this Section must give specific written notice of any claim to the other party within six (6) months of the date the party seeking arbitration first has knowledge of the event giving rise to the dispute; otherwise, the claim shall be void and deemed waived, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

(c)    Expenses.    The Company shall initially be responsible for payment of arbitration costs, excluding Employee's attorneys' fees; provided, however, that the arbitrator shall have the authority to fashion an equitable division of costs if the arbitrator finds that such costs are unduly

3

burdensome with respect to either party. All other costs and expenses associated with the arbitration, including but not limited to attorneys' fees, shall be borne by the party incurring the expense, unless applicable law provides for a different allocation, in which event the arbitrator can order that costs and expenses be allocated in accordance with applicable law. In any arbitration related to the breach of the terms of this Agreement, the arbitrator shall have the authority to award attorneys' fees and costs to the prevailing party.

8.    Miscellaneous.

(a)    Governing Law.    This Agreement shall be construed under, governed by, and enforced in accordance with the laws of the State of Georgia, without regard to its choice of law provisions. This Agreement shall further be construed to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

(b)    Notice.    Any notice required or desired to be given under this Agreement by Employee to the Company shall be provided in writing via hand-delivery, facsimile (with confirmation of delivery), recognized express courier, or Certified Mail to Director of Human Resources, Oglethorpe Power Corporation, 2100 East Exchange Place, Tucker, Georgia 30085-1359, fax number: 770-270-7676. Any notice required or desired to be given under this Agreement by Company to the Employee shall be provided in writing via hand-delivery, recognized express courier, or Certified Mail to Employee at the address listed below Employee's signature or at Employee's Company office. Notice shall be deemed given upon the date of delivery. Addresses or facsimile numbers may be changed by providing notice in accordance with this Section.

(c)    Assignment and Successorship.    The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement shall also be binding upon and shall inure to the benefit of Employee and Employee's estate, but Employee may not assign any rights or delegate any duties or obligations under this Agreement, except to the extent permitted under the Company's benefit plans.

(d)    Complete Agreement.    This Agreement shall constitute the entire agreement between the parties with respect to the subjects addressed in this Agreement. Any subsequent alteration or modification to this Agreement must be made in writing and signed by both parties.

(e)    Severability.    Should any provision of this Agreement or portion be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and all other provisions of this Agreement shall survive and be applied and any invalid or unenforceable portion shall be construed or performed to preserve as much of the original words, terms, purpose and intent as shall be permitted by law.

(f)    Counterparts.    This Agreement shall be executed in duplicate counterparts. Each counterpart is deemed an original of equal dignity with the other. The official executing this Agreement on behalf of the Company represents and warrants that he or she has full requisite authority to do so.

(g)    Waiver of Breach.    The waiver by the Company or Employee of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by Employee or the Company, respectively.

(h)    Prior Employment Contract.    This Agreement shall supersede and replace any and all prior contracts for employment between the Company and Employee.

4

        So agreed, effective as of the date written on page 1 above.

EMPLOYEE:	COMPANY:
/s/ William F. Ussery	/s/ Thomas A. Smith
Date: 1/4/07	Date: 12/29/06
Printed Name: William F. Ussery	Printed Name: Thomas A. Smith
	Title: President & CEO

5

QuickLinks

EXHIBIT 10.23

EMPLOYMENT AGREEMENT

EX-10.24

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.24

EMPLOYMENT AGREEMENT

        THIS AGREEMENT is effective as of January 1, 2007 ("Effective Date") between Oglethorpe Power Corporation (An Electric Membership Corporation) ("the Company") and William Clay Robbins ("Employee"). The Company desires to employ Employee, and Employee desires to accept employment with the Company, under the following terms and conditions. Therefore, in consideration of Employee's employment with the Company and the mutual promises and conditions contained in this Agreement, the adequacy of which the parties hereby acknowledge, Employee and the Company agree as follows:

1.    Term.    Subject to the provisions for automatic renewal and termination as provided below, the term of this Agreement shall commence on the Effective Date and shall terminate at 12:01 a.m. on December 31, 2008.

(a)    Automatic Renewal.    This Agreement shall be automatically extended for one additional year, unless on or before November 30, 2007 (for the initial term), or thirteen (13) months before the expiration of any extended term, either Party provides to the other written notice of its desire not to automatically renew this Agreement.

2.    Position and Duties.

(a)    Employee's Title; Duties.    Employee shall serve the Company in the position of Chief Administrative Officer and Senior Vice President—Government Relations. Employee shall perform all duties of this position, as assigned by the CEO, President, or the Board of Directors of the Company (or other designee).

(b)    Conflict of Interest.    During Employee's employment, Employee shall not engage in any business activity which, in the reasonable judgment of the CEO, conflicts with the duties of the Employee under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

(c)    Participation in Other Boards or Similar Activities.    Notwithstanding subsection 2(b), Employee may receive compensation for participation on boards of directors or similar part-time associations, provided that such participation does not interfere with the performance of Employee's employment obligations to the Company and that such participation has been approved in advance by the Company's CEO. The foregoing restrictions also shall not limit or prohibit Employee from engaging in passive investment and community, charitable and social activities not interfering with Employee's performance and obligations under this Agreement.

3.    Compensation and Related Matters.

(a)    Base Salary.    For all services rendered by Employee during the term of this Agreement, the Company shall pay Employee a minimum annual base salary of $164,000.00, payable in equal semi-monthly installments, less applicable withholdings. Employee's base salary will be subject to review and possible upward adjustment, subject to the sole discretion of the President and CEO.

(b)    Benefits.    During the term of employment, Employee shall be entitled to receive and shall be allowed to participate in the Company's standard comprehensive benefits package on the terms and conditions as provided in the policies and practices of the Company, which may be modified from time-to-time in the sole discretion of the Company's Board of Directors. Employee agrees that no claim will arise against the Company by virtue of its Board of Directors' exercise of its rights to modify the Company's benefits package.

(c)    Bonus Eligibility; Performance Pay Program.    Employee will be eligible for consideration for an annual bonus and other incentive compensation plans generally available to other similarly situated employees, including but not limited to the OPC Performance Pay Program. Such a bonus, if awarded, will be an amount determined by the Company in its sole discretion. Employee must

be employed by the Company as of December 31st of the award year in order to receive it; however, in the event Employee is terminated not for Cause during the last quarter of an award year, Employee will be eligible to receive a prorated bonus based on attainment of the applicable goals during Employee's employment. Any prorated bonus will be paid in accordance with the Company's regular bonus payment schedule.

(d)    Business Expenses.    Employee is authorized to incur reasonable and documented business expenses incurred or paid by Employee on behalf of the Company in performing Employee's duties. Such reasonable expenses shall be promptly paid (or reimbursed as applicable) by the Company upon presentation of expense statements in accordance with the Company's policy.

(e)    Transition Payments.    Employee will be eligible for additional compensation as transition payments for services rendered by Employee as Chief Administrative Officer in the amount of $25,000 for 2007 and $12,000 for 2008. Payments will be prorated and paid in equal quarterly installments at the end of each quarter, less applicable withholdings. Employee must be employed by the Company at the end of the quarter in order to receive the applicable transition payments.

4.    Termination and Severance.

(a)    Termination for Cause.    The Company may terminate Employee's employment with the Company at any time if it believes in good faith that it has Cause to do so. "Cause" shall be defined as: (i) Employee's failure to perform Employee's duties which causes or is likely to cause material harm to the Company or material interference with its operations; (ii) Employee's substantial, material failure to comply with the Company's written directions or policies; or (iii) Employee's engaging in conduct that is unlawful or disreputable, to the possible material detriment of the Company, its affiliates, its predecessors or successors, or Employee's own reputation; provided, however, that with respect to (i) and (ii) above, Employee has been given prompt notice of the failure and a reasonable opportunity to cure it. In the event of a termination for Cause, or in the event of Employee's death or disability (which shall be defined as an inability to perform the essential functions of Employee's position, with or without accommodation, consistent with the Company's obligations under the Americans With Disabilities Act), all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination except for any portion of Salary that is accrued and owing and any life and/or disability insurance proceeds that become payable by reason of Employee's death or disability.

(b)    Termination Not for Cause; Resignation with Good Reason.    The Company may terminate Employee's employment at any time upon two weeks' notice to the Employee. In the event the Company terminates Employee's employment not for Cause or in the event Employee resigns with Good Reason (as defined below), Employee shall receive as severance pay the equivalent of one year of Employee's then-current base salary, less applicable withholdings, payable in lump-sum form (referred to as "Severance Pay"); provided, however, no payment shall be made to the Employee under this Section prior to six (6) months after the Employee's date of termination to the extent that such payment would result in adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended.

i)    Definition of "Good Reason".    For purposes of this Section, "Good Reason" shall be defined as: (a) a demotion or material reduction or alteration of Employee's job title or job duties and responsibilities inconsistent with Employee's current position; (b) a reduction of Employee's base salary; or (c) a relocation of Employee's principal office by more than fifty (50) miles; and further provided that Good Reason may be found under this subsection 4(b)(i) without regard to whether there has been a sale or transfer of any or all of the Company's assets.

2

ii)    Medical Allowance and Outplacement Services.    In addition to the payment provided in subsection 4(b), the Company will provide (i) six (6) months' outplacement services to be determined by the Company and (ii) an amount equal to the Employee's cost for medical and dental continuation coverage pursuant to COBRA for six (6) months at the coverage type and level as is in effect as of the date of the Employee's termination of employment.

iii)    Release.    Employee will only receive Severance Pay and the additional benefits provided in subsection 4(b)(ii) if Employee signs a form releasing all claims against the Company which shall be furnished by the Company no later than 45 days after the effective termination date (or within 45 days after an arbitrator determines that Employee is entitled to such payments), and Employee does not thereafter revoke the release.

iv)    No Duty to Mitigate.    In the event Employee's employment is terminated in a manner that gives Employee a right to receive payment described in subsections 4(b) and 4(b)(ii) (collectively, "damages"), Employee shall have no obligation to mitigate such damages through subsequent employment or other earnings.

(c)    Resignation Without Good Reason.    Employee may resign employment at any time upon thirty (60) days' notice to the Company. In such event, if requested by the Company, Employee shall continue to render services and shall be paid Employee's regular salary and receive normal benefits up to the effective date of termination. In the event of a resignation without Good Reason, all salary and other benefits provided to Employee under this Agreement shall cease as of the date of termination.

5.    This Agreement to be Kept Confidential.    As a material condition to this Agreement, Employee agrees not to disclose the terms of this Agreement, without the Company's prior written permission, to anyone other than an immediate family member or an attorney, accountant or other professional advisor who agrees in advance to honor this confidentiality requirement. Employee further understands that, so long as the Company has reporting obligations under SEC regulations, the Company is not prohibited from disclosing the terms of this Agreement to the extent legally required by applicable reporting requirements. This Agreement also does not prohibit Employee from disclosing the terms of this Agreement to the extent necessary to enforce this Agreement or disclosures to the extent legally required by a subpoena or court order, provided that the Company is notified in writing of such a disclosure obligation within five (5) days after it arises. In the event that Employee violates the confidentiality obligations of this Section, the Company reserves the right to cancel this Agreement.

6.    Inventions and Confidential Information Agreement.    As a pre-condition to the effectiveness of this Agreement, Employee has executed or shall execute a standard Company Inventions and Confidential Information Agreement. Employee acknowledges and agrees that any breach by Employee of such Agreement shall constitute a violation of subsection 4(a)(ii) of this Agreement for Cause, and the Company shall have all rights and obligations provided for.

7.    Arbitration of Disputes.    Final and binding arbitration shall be the exclusive remedy for all disputes between the Company and Employee regarding the validity, interpretation or effect of this Agreement.

(a)    Procedure.    Any such arbitration shall be in accordance with the procedures of the American Arbitration Association ("AAA"). The arbitration hearing will be held before an experienced employment arbitrator or panel of arbitrators licensed to practice law in the state of Georgia and selected in accordance with the rules of the AAA. The forum for such arbitration shall be Atlanta, Georgia.

(b)    Required Notice.    The party seeking arbitration of a dispute under this Section must give specific written notice of any claim to the other party within six (6) months of the date the party seeking arbitration first has knowledge of the event giving rise to the dispute; otherwise, the claim

3

shall be void and deemed waived, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

(c)    Expenses.    The Company shall initially be responsible for payment of arbitration costs, excluding Employee's attorneys' fees; provided, however, that the arbitrator shall have the authority to fashion an equitable division of costs if the arbitrator finds that such costs are unduly burdensome with respect to either party. All other costs and expenses associated with the arbitration, including but not limited to attorneys' fees, shall be borne by the party incurring the expense, unless applicable law provides for a different allocation, in which event the arbitrator can order that costs and expenses be allocated in accordance with applicable law. In any arbitration related to the breach of the terms of this Agreement, the arbitrator shall have the authority to award attorneys' fees and costs to the prevailing party.

8.    Miscellaneous.

(a)    Governing Law.    This Agreement shall be construed under, governed by, and enforced in accordance with the laws of the State of Georgia, without regard to its choice of law provisions. This Agreement shall further be construed to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

(b)    Notice.    Any notice required or desired to be given under this Agreement by Employee to the Company shall be provided in writing via hand-delivery, facsimile (with confirmation of delivery), recognized express courier, or Certified Mail to Director of Human Resources, Oglethorpe Power Corporation, 2100 East Exchange Place, Tucker, Georgia 30085-1359, fax number: 770-270-7676. Any notice required or desired to be given under this Agreement by Company to the Employee shall be provided in writing via hand-delivery, recognized express courier, or Certified Mail to Employee at the address listed below Employee's signature or at Employee's Company office. Notice shall be deemed given upon the date of delivery. Addresses or facsimile numbers may be changed by providing notice in accordance with this Section.

(c)    Assignment and Successorship.    The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement shall also be binding upon and shall inure to the benefit of Employee and Employee's estate, but Employee may not assign any rights or delegate any duties or obligations under this Agreement, except to the extent permitted under the Company's benefit plans.

(d)    Complete Agreement.    This Agreement shall constitute the entire agreement between the parties with respect to the subjects addressed in this Agreement. Any subsequent alteration or modification to this Agreement must be made in writing and signed by both parties.

(e)    Severability.    Should any provision of this Agreement or portion be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, then any remaining portion of such provision and all other provisions of this Agreement shall survive and be applied and any invalid or unenforceable portion shall be construed or performed to preserve as much of the original words, terms, purpose and intent as shall be permitted by law.

(f)    Counterparts.    This Agreement shall be executed in duplicate counterparts. Each counterpart is deemed an original of equal dignity with the other. The official executing this Agreement on behalf of the Company represents and warrants that he or she has full requisite authority to do so.

(g)    Waiver of Breach.    The waiver by the Company or Employee of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by Employee or the Company, respectively.

4

(h)    Prior Employment Contract.    This Agreement shall supersede and replace any and all prior contracts for employment between the Company and Employee.

        So agreed, effective as of the date written on page 1 above.

EMPLOYEE:	COMPANY:
/s/ William Clay Robbins	/s/ Thomas A. Smith
Date: 1/22/07	Date: 12/29/06
Printed Name: William Clay Robbins	Printed Name: Thomas A. Smith
	Title: President & CEO

5

QuickLinks

EXHIBIT 10.24

EMPLOYMENT AGREEMENT

EX-31.1

QuickLinks -- Click here to rapidly navigate through this document

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 annual report on Form 10-K 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)) 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)

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



(c)

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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 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: March 27, 2007

/s/  THOMAS A. SMITH Thomas A. Smith
President and Chief Executive Officer
(Principal Executive Officer)

QuickLinks

EXHIBIT 31.1

EX-31.2

QuickLinks -- Click here to rapidly navigate through this document

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 annual report on Form 10-K 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)) 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)

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



(c)

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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 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: March 27, 2007

/s/  ELIZABETH B. HIGGINS Elizabeth B. Higgins
Chief Financial Officer
(Principal Financial Officer)

QuickLinks

EXHIBIT 31.2

EX-32.1

QuickLinks -- Click here to rapidly navigate through this document

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 Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (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

March 27, 2007 Date

QuickLinks

EXHIBIT 32.1

EX-32.2

QuickLinks -- Click here to rapidly navigate through this document

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 Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (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 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
Chief Financial Officer

March 27, 2007 Date

QuickLinks

EXHIBIT 32.2